40-F

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

FORM 40-F

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

OR

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

For the fiscal year ended December 31, 2007 Commission File Number: 001-31729

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

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

1500-1055 West Georgia Street
P.O. Box 11117
Vancouver, British Columbia
Canada V6E 4N7
(604) 691 7483
(Address and telephone number of Registrant’s principal executive offices)

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

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

Title Of Each Class	Name Of Each Exchange On Which Registered
Common Shares, no par value	Toronto Stock Exchange, American Stock Exchange and JSE Ltd

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

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

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

[X]  Annual Information Form                          [X]  Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the
period covered by the annual report: 203,395,902 Common Shares

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “yes” is marked, indicate the file number assigned to the Registrant in connection with such Rule.
Yes [   ]   No[X] 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]   No [   ]

INTRODUCTORY INFORMATION

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

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

PRINCIPAL DOCUMENTS

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

• the Company’s Annual Information Form for the year ended December 31, 2007;

• the Company’s Audited Consolidated Financial Statements as at and for the two years ended December 31, 2007 and 2006;

• the Company’s Management Discussion and Analysis for the year ended December 31, 2007

FORWARD-LOOKING STATEMENTS

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

• the Company’s acquisition plans;

• the Company’s expected financial performance in future periods;

• the Company’s plan of operations, including its plans to carry out exploration and development activities;

• the Company’s ability to raise capital for exploration and development activities;

• the Company’s expectations regarding the exploration and development potential of the Company’s properties; and

• factors relating to the Company’s investment decisions.

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

• future commodity prices;

• the cost of carrying out exploration and development activities on the Company’s mineral properties;

• the Company’s ability to obtain the necessary expertise in order to carry out its exploration and development activities within the planned time periods; and

• the Company’s ability to obtain adequate financing on acceptable terms.

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

• the speculative nature of the mineral resource exploration business;

• the exploration stage of the Company’s mineral projects;

• the classification of substantially all the Company’s mineral resources as “measured,” “indicated”, and “inferred” and not as mineral reserves of ore;

• the Company’s lack of revenues and its history of financial losses;

• the Company’s ability to recover the financial statement carrying values of its mineral property interests if ceases to continue on a going concern basis;

• the potential dilution of the Company’s interest in its capital stock

• loss of the services of any of the Company’s executive officers;

• the volatility of commodity prices;

• changes in, or the introduction of US or South African government regulations relating to mining, including laws and regulations relating to the protection of the environment;

• potential claims by third parties to the Company’s mining properties;

• the Company’s ability to obtain adequate insurance for its operations;

• changes in the political environment in the jurisdictions in which the Company’s assets are located;

• fluctuations in exchange rates;

• limitations on the ability of the Company and its foreign subsidiaries to transfer assets between them;

• the historical volatility in the Company’s share price;

• potential legal claims relating to the Company’s projects;

• the Company’s ability to obtain adequate financing for the further exploration and development of its mineral properties and the potential dilution to the Company’s shareholders from any future equity financings;

• the consequences to U.S. investors of the Company’s status as a passive foreign investment company;

• the potential dilution to the Company’s shareholders from the exercise of outstanding options and warrants to purchase its shares;

• There is no guarantee that the required permitting to undertake mining operations will be approved by the relevant authorities.

Readers are referred to the section entitled “Risk Factors” in the Company’s Annual Information Form. The Company assumes no obligation to update or to publicly announce the results of any change to any of the forward-looking statements contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.

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

The documents that have been incorporated by reference into this annual report use the terms “measured resources”, “indicated resources” and “inferred resources”. These resource estimates have been prepared in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects and the Canadian Institute of Mining and Metallurgy Classification System. These standards differ significantly from the requirement of the United States Securities and Exchange Commission (the “SEC”). Accordingly, resources information incorporated by reference herein may not be comparable to similar information concerning U.S. companies. Investors are advised that while the terms “measured resources”, “indicated resources” and “inferred resources” are recognized and required by Canadian regulations, including Canadian National Instrument 43-101, the SEC does not recognize them. Under United States standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves. These terms have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of measured mineral resources, indicated mineral resources, or inferred mineral resources will ever be upgraded to a higher category. Investors are cautioned not to assume that any part of the reported measured mineral resources, indicated mineral resources, or inferred mineral resources in this annual report is economically or legally mineable.

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

Disclosure of “contained ounces” is permitted disclosure under Canadian regulations; however, the SEC only permits issuers to report “resources” as in place tonnage and grade without reference to unit measures. Accordingly, information contained in this annual report and the documents incorporated by reference herein containing descriptions of our mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Unless otherwise indicated, all reserve and resource estimates contained in or incorporated by reference in this annual report have been prepared in accordance with NI 43-101. These standards differ significantly from the requirements of the SEC, and reserve and resource information contained herein and incorporated by reference herein may not be comparable to similar information disclosed by U.S. companies. In addition, the definitions of proven and probable reserves used in NI 43-101 differ from the definitions in the SEC Industry Guide 7. Accordingly, information contained in this annual report and the documents incorporated by reference herein containing descriptions of our mineral deposits may not be

comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

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

The Company is permitted to prepare this annual report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company prepares its consolidated financial statements in accordance with Canadian Generally Accepted Accounting Principles (“Canadian GAAP”) which principles differ in certain respects from those applicable in the United States (“US GAAP”) and from practices prescribed by the SEC. The Company’s “Reconciliation with United States Generally Accepted Accounting Principles — Item 18” is incorporated in the Company’s consolidated financial statements for the year December 31, 2007.

DISCLOSURE CONTROLS AND PROCEDURES

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

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

INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Great Basin Gold Ltd. is responsible for establishing and maintaining adequate internal control over financial reporting. The United States Securities and Exchange Act of 1934 in Rule 13a-15(f ) and 15d-15(f ) defines this as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

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

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

Management assessed the effectiveness of the company’s internal control over financial reporting as at December 31, 2007. In making this assessment, the company’s management used the criteria, established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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

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

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

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

AUDIT COMMITTEE

The Company’s Board of Directors has established a separately-designated Audit Committee of the board in accordance with Section 3(a)(58)(A) of the Exchange Act for the purpose of overseeing the Company’s accounting and financial reporting processes and the audits of the Company’s annual financial statements. As at the date of this annual report, the Audit Committee was comprised of David Elliott, Wayne Kirk, Walter Segsworth and Patrick Cooke.

AUDIT COMMITTEE FINANCIAL EXPERT

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

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth information regarding amounts billed by the Company’s independent auditors for each of the Company’s last two fiscal years:

		Year Ended December 31
		2007		2006
Audit Fees	$	201,876	$	234,175
Audit Related Fees		40,871		66,000
Tax Fees		40,834		–
All Other Fees		578		–
Total	$	284,159	$	300,175

Audit Fees

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

Audit-Related Fees

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

Tax Fees

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

All Other Fees

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

Audit Committee Pre-Approval Policies

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

OFF-BALANCE SHEET ARRANGEMENTS

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

As part of the BEE transaction concluded on October 1, 2007, Tranter Burnstone (Proprietary) Limited (“Tranter Burnstone”) borrowed $29 million (R200 million) from Investec Bank Limited (“Investec”) to settle the purchase consideration of the 812 Southgold shares. The security for the loan comprised, amongst others, a loan guarantee in terms of which N5C Resources Inc., N6C Resources Inc.or Rodeo Creek Gold Inc. (all wholly owned subsidiaries of GBG) is obliged in the event of default by Tranter Burnstone on any of its interest payments to Investec at any time for the first four years to lend not more than $11.8 million (R80 million) to Tranter Burnstone in order to settle such interest payment obligations. This loan, if granted will be secured by the Great Basin Ltd shares held by Tranter Burnstone second to the security over these shares held by Investec for the $29 million (R200 million) loan advanced.

CONTRACTUAL OBLIGATIONS

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

	Payments due by period
		Less than			More than
	Total	one year	1 to 3 years	3-5 years	5 years
Contractual obligation	US$5 million	Nil	US$5 million	Nil	Nil
Long term debt obligations	Nil	Nil	Nil	Nil	Nil
Operating lease obligations	Nil	Nil	Nil	Nil	Nil
Purchase obligations	Nil	Nil	Nil	Nil	Nil
Other	Nil	Nil	Nil	Nil	Nil
Total	US$5 million	Nil	US$5 million	Nil	Nil

The Company signed an agreement, effective November 14, 2007, whereby the Company earns 80% interest in all the hard rock mineral rights on the Ganes Creek Property in Alaska by expending a total of US$3 million in exploration expenditures over a period of 3 years. The Ganes Creek Property is held by CW Properties LLC, based in Talkeetna, Alaska, USA.

On August 20, 2007, the Company concluded a Joint Venture Agreement to enter into an unincorporated joint venture with GS Minase Refnaria Limitade (“GSR”) in Mozambique. The purpose of the Joint Venture in to establish a gold exploration and mining business in Mozambique, whereby the Company will have the exclusive right to explore all GSR’s properties. The Company will have an 80% interest in the Joint Venture and has committed to exploration expenditures of approximately US$2 million over a 3 year period on the Tsetsera Property, which is located 80 km south of Manica, Mozambique and other properties over which GSR holds mineral rights.

CODE OF ETHICS

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

AMEX CORPORATE GOVERNANCE

The Company’s common shares are listed for trading on The American Stock Exchange (“AMEX”). Section 110 of the AMEX company guide permits AMEX to consider the laws, customs and practices of foreign issuers in relaxing certain AMEX listing criteria, and to grant exemptions from AMEX listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to AMEX standards is contained on the Company’s website at www.greatbasingold.com.

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

UNDERTAKING

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

CONSENT TO SERVICE OF PROCESS

The Company previously filed an Appointment of Agent for Service of Process and Undertaking on Form F-X signed by the Company and its agent for service of process with respect to the class of securities in relation to which the obligation to file this annual report arises.

SIGNATURES

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

Date: March 31, 2008	GREAT BASIN GOLD LTD.
		/s/ Lou van Vuuren
	By:
		Lou van Vuuren
		Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Exhibit Description
99.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.3	Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.4	Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.5	Annual Information Form of the Company for the year ended December 31, 2007
99.6	Audited consolidated balance sheets as at December 31, 2007 and 2006 and consolidated statements of operations, deficit, and cash flows for the years then ended, including the notes thereto and report of our independent auditors
99.7	Management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2007
99.8	Consent of Pricewaterhouse Coopers LLP
99.9	Consent of Harry Meadon (Pr.Sci.Nat.), H M Exploration CC.
99.10	Consent of Gideon Johannes (Deon) Van Der Heever of GeoLogix Mineral Resource Consultants (Pty) Ltd.
99.11	Consent of Clive Brown, Pr. Eng., MSAIMM, Turgis Consulting (Pty) Ltd
99.12	Consent of D. Dodd, B.Sc. FSAIMM, MDM Ferroman
99.13	Consent of R.J. Scheurenberg, Pr Eng, Knight Piesold (Pty) Ltd.
99.14	Consent of J Goeller, EIS Practitioner, Knight Piesold (Pty) Ltd.
99.15	Consent of Peter Cain, Ph.D., P.Eng, Associated Geosciences Ltd.
99.16	Consent of Derek Rance, P Eng, Behre Dolbear & Company Ltd.

EX-99.1

EXHIBIT 99.1

CERTIFICATION

I, Ferdi Dippenaar, Chief Executive Officer of Great Basin Gold Ltd., certify that:

(1)	I have reviewed this annual report on Form 40-F of Great Basin Gold Ltd for the year ended December 31, 2007.
(2)	Based on my knowledge, this 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 report.
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report.
(4)	The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.
(5)	The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the issuer’s auditors and the audit committee of issuer’s board of directors (or persons performing the equivalent functions):
	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date:	March 31, 2008
By:	/s/ F. Dippenaar
Name:	Ferdi Dippenaar
Title:	Chief Executive Officer

EX-99.2

EXHIBIT 99.2

CERTIFICATION

I, Lou van Vuuren, Chief Financial Officer of Great Basin Gold Ltd., certify that:

(1)	I have reviewed this annual report on Form 40-F of Great Basin Gold Ltd for the year ended December 31, 2007.
(2)	Based on my knowledge, this 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 report.
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report.
(4)	The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.
(5)	The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the issuer’s auditors and the audit committee of issuer’s board of directors (or persons performing the equivalent functions):
	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date:	March 31, 2008
By:	/s/ L. Van Vuuren
Name:	Lou van Vuuren
Title:	Chief Financial Officer

EX-99.3

EXHIBIT 99.3

CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Ferdi Dippenaar, Chief Executive Officer of Great Basin Gold Ltd. (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(i)	the Annual Report on Form 40-F of the Company for the fiscal year ended December 31, 2007 (the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii)	the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ F. Dippenaar
Name:	Ferdi Dippenaar
Title:	Chief Executive Officer
Date:	March 31, 2008

EX-99.4

EXHIBIT 99.4

CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Lou van Vuuren, Chief Financial Officer of Great Basin Gold Ltd. (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(i)	the Annual Report on Form 40-F of the Company for the fiscal year ended December 31, 2007 (the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii)	the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ L. Van Vuuren
Name:	Lou van Vuuren
Title:	Chief Financial Officer
Date:	March 31, 2008

EX-99.5

 
(“Great Basin” or the “Company”)

ANNUAL INFORMATION FORM
for the year ended December 31, 2007

This Annual Information Form (“AIF”) is as of March 31, 2008

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ITEM 1.        TABLE OF CONTENTS

		Page
ITEM 1.	TABLE OF CONTENTS	2
ITEM 2.	PRELIMINARY NOTES	3
ITEM 3.	CORPORATE STRUCTURE	7
ITEM 4.	GENERAL DEVELOPMENT OF THE BUSINESS	8
ITEM 5.	DESCRIPTION OF BUSINESS	12
ITEM 7.	DIVIDENDS	47
ITEM 8.	DESCRIPTION OF CAPITAL STRUCTURE	47
ITEM 9.	MARKET FOR SECURITIES	48
ITEM 10.	ESCROWED SECURITIES	49
ITEM 11.	DIRECTORS AND OFFICERS	50
ITEM 12.	PROMOTERS	59
ITEM 13.	LEGAL PROCEEDINGS	59
ITEM 14.	INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	59
ITEM 15.	TRANSFER AGENT AND REGISTRAR	59
ITEM 16.	MATERIAL CONTRACTS	60
ITEM 17.	INTERESTS OF EXPERTS	61
ITEM 18.	ADDITIONAL INFORMATION	62
ITEM 19.	DISCLOSURE FOR COMPANIES NOT SENDING INFORMATION CIRCULARS	63
ITEM 20.	CONTROLS AND PROCEDURES	63
ITEM 21.	AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS	64
ITEM 22.	OFF BALANCE SHEET ARRANGEMENTS	66
ITEM 23.	TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS	66

 

  – 3 – Annual Information Form and Form 40-F

ITEM 2.        PRELIMINARY NOTES

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

Incorporation of Continuous Disclosure Documents by Reference

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

            See also our audited consolidated financial statements for Great Basin for the fiscal years ended December 31, 2007, and 2006 together with the auditor’s report thereon, interim consolidated financial statements, proxy circulars, news releases and other continuous disclosure documents. These documents are available for review on the SEDAR website located at www.sedar.com. All financial information in this AIF is prepared in accordance with Canadian generally accepted accounting principles.

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

Currency and Metric Equivalents

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

              Conversion of metric units into imperial equivalents is as follows:

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

  – 4– Annual Information Form and Form 40-F

            Currency conversions used herein are based on December 31, 2007, published by the Bank of Canada as follows: $1 US = $0.9913 Cdn.

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

		Year Ended December 31
	2007	2006	2005
Rate at end of period	1.0088	0.8581	0.8577
Average rate for period	0.9311	0.8816	0.8255
High for period	1.0905	0.9099	0.8690
Low for period	0.8437	0.8528	0.7872

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

		Year Ended December 31
	2007	2006	2005
Rate at end of period	0.1457	0.1419	0.1577
Average rate for period	0.1420	0.1477	0.1571
High for period	0.1551	0.1670	0.1766
Low for period	0.1332	0.1260	0.1445

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

		Year Ended December 31
	2007	2006	2005
Rate at end of period	0.1440	0.1653	0.1839
Average rate for period	0.1522	0.1689	0.1907
High for period	0.1692	0.1945	0.2133
Low for period	0.1415	0.1422	0.1747

  – 5– Annual Information Form and Form 40-F

GLOSSARY

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

AMEX	American Stock Exchange, one of the three stock exchanges on which our common shares are listed.
BEE	Black Economic Empowerment, a reference to South African legislative initiatives designed to help redress past injustices to historically disadvantaged persons.
cmg/t	means centimetre grams per tonne.
Epithermal Deposit	A type of deposit formed at low temperature (50-200oC), usually within one kilometre of the earth’s surface, often as structurally controlled veins.
g/t	means grams per ton.
HDB	means Hollister Development Block, a portion of the Hollister property in Nevada.
HVC	means Hecla Ventures Corp. The Company purchased HVC’s 50% earn-in right into the HDB in 2007.
I-Drift	an access tunnel which follows along the vein.
JSE	Johannesburg Securities Exchange Limited, one of the three stock exchanges on which our common shares are listed.
Mineral Symbols	Mineral symbols which may be used herein are:
	Au – Gold; Cu – Copper; Pb – Lead; Ag – Silver; Zn – Zinc; Mo – Molybdenum; Sb – Antimony; Se – Selenium; As – Arsenic; Hg – Mercury.
NI 43-101	means National Instrument 43-101, the national securities law instrument in Canada
	respecting standards of disclosure for mineral projects.
oz/ton	means troy ounces per ton
Paleoplacer or Witwatersrand Gold Deposit	An ancient surficial deposit that was formed by mechanical concentration of heavy mineral particles, such as gold, from weathered debris which has since been covered by younger rocks and is no longer visible on surface. The Witwatersrand Basin in South Africa hosts the most well known examples of this type of gold deposit.
Porphyry Deposit	An igneous rock containing conspicuous crystals or phenocrysts in a fine-grained groundmass; also a type of mineral deposit in which ore minerals are widely disseminated, generally of low grade but large tonnage.
Sulphide	A compound of sulphur with another element, typically a metallic element or compound.
TSX	Toronto Stock Exchange, one of the three stock exchanges on which our common shares are listed.

  – 6– Annual Information Form and Form 40-F

Resource Category (Classification) Definitions

            The discussion of mineral deposit classifications in this AIF adheres to the resource/reserve definitions and classification criteria developed by the Canadian Institute of Mining and Metallurgy in 2005. Estimated mineral resources fall into two broad categories dependent on whether the economic viability of them has been established and these are namely “resources” (economic viability not established) and ore “reserves” (viable economic production is feasible). Resources are sub-divided into categories depending on the confidence level of the estimate based on level of detail of sampling and geological understanding of the deposit. The categories, from lowest confidence to highest confidence, are inferred resource, indicated resource and measured resource. Reserves are similarly sub-divided by order of confidence into probable (lowest) and proven (highest). These classifications can be more particularly described as follows:

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

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

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

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

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

            A “Probable Mineral Reserve” is the economically mineable part of an Indicated and, in some circumstances, a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. The US Securities and Exchange Commission require permits in hand or imminent to classify mineralized material as reserves.

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

  – 7– Annual Information Form and Form 40-F

economic extraction is justified. The US Securities and Exchange Commission require permits in hand or imminent to classify mineralized material as reserves.

Cautionary Note to Investors concerning estimates of Measured and Indicated Resources

This Annual Report uses the terms ‘measured resources’ and ‘indicated resources’. The Company advises investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

Cautionary Note to Investors concerning estimates of Inferred Resources

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

ITEM 3.        CORPORATE STRUCTURE

Overview

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

            We operate directly and through our subsidiaries as follows:

Name of Subsidiary	Jurisdiction of Incorporation	Ownership Interest
Great Basin Gold Inc.	Nevada, USA	100%
Rodeo Creek Gold Inc.	Nevada, USA	100% (held through Great Basin Gold Inc.)
Antler Peak Gold Inc.	Nevada, USA	100% (held through Great Basin Gold Inc.)
Ganes Creek Ventures Corp.	Alaska, USA	100% (held through Great Basin Gold Inc.)
Hollister Ventures Corp.	Nevada, USA	100% (held through Rodeo Creek Gold Inc.)
Touchstone Resources Company	Nevada, USA	Inactive, 100% (held through Rodeo Creek Gold Inc.)

  – 8– Annual Information Form and Form 40-F

N5C Resources Inc.	Cayman Islands	100%
N6C Resources Inc.	Cayman Islands	100% (held through N5C Resources Inc.)
Southgold Exploration (Proprietary) Limited	South Africa	100%, (held through N6C Resources Inc.)
Great Basin Gold RSA (Proprietary) Limited	South Africa	100% (held through N6C Resources Inc.)

ITEM 4.        GENERAL DEVELOPMENT OF THE BUSINESS

            Great Basin is in the business of acquiring interests in, and exploring and developing precious metals deposits. For the past four years Great Basin has focused on two advanced stage gold projects, the Hollister Property on the Carlin Trend in Nevada, USA, where underground exploration and development has been underway on a portion of the property called the Hollister Development Block (“HDB”) and also at the Burnstone Project in the Witwatersrand goldfield in South Africa. Feasibility studies have been completed on both projects, and they are in the underground access and pre-development phase. Copies of the feasibility studies, as well as an optimization feasibility study on the Burnstone Project completed in 2007, are available at www.sedar.com.

            Historically, Great Basin has had annual interest revenue as a consequence of investing surplus funds pending the completion of exploration programs. The Company started generating limited revenue from metallurgical bulk samples from the HDB on the Hollister Property that were shipped and treated at local toll

  – 9– Annual Information Form and Form 40-F

milling facilities in 2007. We expect to begin bulk sampling at the HDB in the second fiscal quarter of 2008 with a view to extracting up to 80,000 ounces of gold from up to 120,000 tons of ore.

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

            The Hollister Property is located approximately 80 km (50 mi) from Elko Nevada, USA. The property lies in an area of arid, high desert. There is good access to the property via an 11 mile, all-weather road that was constructed in the early 1990’s for the gold mining operation at Hollister. The road spurs to the south off the Midas-Tuscarora Road, Nevada State Route 18, east of the town of Midas. Infrastructure is good with a number of mines within 15 miles of the project site, and communities such as Elko and Battle Mountain that provide air and rail transport as well as skilled personnel and other services to the operations. A major power line is located just off the property and a substation 5 miles away. Gold and silver mineralization occurs in multiple, steeply dipping vein systems on the property. Vein systems within the HDB are the best explored and host the current mineral resources and reserves.

            Pursuant to Earn-In and Joint Operating Agreements entered into in August 2002 between Great Basin and Hecla Mining Company, Hecla could vest in a 50% working interest in the HDB. On February 21, 2007, the Company announced that it would purchase Hecla’s interest in the HDB which was held by Hecla’s subsidiary, Hecla Ventures Corporation (HVC), which was concluded on April 19, 2007. An initial feasibility study on the HDB was completed in July 2007. Permitting and pre-development work was initiated as well as additional underground drilling at the HDB and surface drilling on areas of the property outside of the HDB.

            Additional information on the mineral resources, mineral reserves and feasibility study results for the HDB to July 2007 is available in Item 5 Description of Business, below. Information on other activities on the Hollister property to December 31 2007 is also included.

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

Burnstone Project, Mpumalanga Province, South Africa

            The Burnstone Project is located approximately 80 km (50 mi) southeast of Johannesburg, near the town of Balfour. The property lies in open, rolling countryside that has excellent infrastructure, including paved highways, railroads and power lines. Gold occurs within the Kimberley Reef, a gold-bearing conglomerate unit that is one of four main gold-bearing horizons in the Witwatersrand Basin. The Burnstone deposit is subdivided into at least four areas, Areas 1 and 2 are the most advanced and are now included in the mine plan. Other areas are the focus of ongoing exploration drilling.

            Pre-development work has been underway at Burnstone since an initial feasibility study was completed in 2006. This work includes excavation of an access decline to take a bulk sample and for later development of Area 1 of the Burnstone deposit. To December 31 2007, the decline had advanced 1,283.2 m, which is 55% of its planned length. An optimisation of the May 2006 feasibility study was completed in 2007, based on increased resources outlined from drilling in 2006 and 2007. The mine plan was revised to include provisions for access and other development in Area 2 of the Burnstone deposit.

            Other than as described below, prospecting rights to 100% of the gold ounces in the mineral reserve categories and approximately 94% of the additional measured and indicated mineral resource categories of the area covered by the Burnstone Project have been granted to our South African subsidiary Southgold Exploration (Pty) Ltd. (“Southgold”). The remaining 6% of the measured and indicated mineral resources of the Burnstone Project are held Puma Gold (Pty) Ltd. (“Puma”), who also holds the title to the properties these mineral rights relate to. Puma has optioned these farms’ (known as Doornhoek 577 IR) and related lands to us for US$8.00 per contained gold ounce, with the number of ounces (if any) to be determined by a third party consultant after we drill two additional

  – 10 – Annual Information Form and Form 40-F

holes on these farms at our expense. The option granted by Puma is current, but is under further negotiation. These farms represent approximately 435,000 of the ounces in the additional measured and 29,000 of the ounces in the additional indicated categories at Burnstone, using a 400 cmg/t cut-off.

            On February 21, 2007 we entered into an “in principle” Transaction Framework Agreement with a view to achieve compliance with South Africa’s relatively new (2002) “black economic empowerment” (“BEE”) legislation. The BEE legislation, including the Mining Charter, requires us to achieve a target of 26% ownership in our South African projects by “historically disadvantaged” South Africans (“HDSAs”) by 2014.

            On August 8, 2007 a definitive Subscription and Acquisition Agreement was concluded between Great Basin, Southgold, Tranter Holdings (Proprietary) Limited, and its BEE subsidiary corporation, to be re-named Tranter Burnstone (Proprietary) Limited (“Tranter Burnstone”). This was one of the conditions precedent to the proposed transaction as set out in the Transaction Framework Agreement mentioned above.

            On October 1, 2007, all of the conditions were fulfilled and implemented in terms of the Subscription and Acquisition Agreement between, among others, Great Basin and Tranter Gold (Proprietary) Limited (“Tranter Gold”), a subsidiary of Tranter Holdings, inclusive of SA Reserve Bank approval.

            Also on Monday, October 1, 2007, Tranter Burnstone, subscribed for 812 new ordinary shares in Southgold for a purchase consideration of R260 million ($39 million) in cash, which, following the issue and allotment of the new Southgold shares, constituted 26% of the entire issued share capital of Southgold. Following the implementation of the Southgold subscription, N6C Resources Inc (“N6C”), a wholly owned subsidiary of Great Basin, purchased the new Southgold shares from Tranter Burnstone in exchange for the issue by Great Basin of 19,938,650 new ordinary shares in Great Basin to Tranter Burnstone. There is an agreed lock-up period of at least 3 years during which the shares cannot be traded.

            Accordingly, Tranter Burnstone has become the owner of the new Great Basin shares, which represented an equivalent effective interest on a see-through basis of at least 26% in Great Basin’s South African Burnstone project as required by the Mineral and Petroleum Resources Development Act, 2002, and the Mining Charter.

            The issue and allotment of the new Great Basin shares, constituted approximately 9.3% of the issued share capital of Great Basin on a fully diluted basis.

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

Operations Generally

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

Significant Acquisitions and Significant Dispositions

1.1       Kryso Resources Plc

            In December 2006, the Company purchased an initial 15% interest in Kryso Resources Plc (“Kryso”), a company listed on the London Stock Exchange’s Alternative Investment Market with gold and nickel assets in Tajikistan. Pursuant to the share purchase agreement, the Company purchased 10,000,000 shares at 10 pence per share for a total payment of ₤1 million (pounds) (approximately $2.1 million).

  – 11– Annual Information Form and Form 40-F

On July 11, 2007 the shareholders of Kryso approved the issuing of 5,000,000 warrants to the Company, exercisable for one common share of Kryso per warrant at an exercise price of 15 pence (approximately $0.31) per share over a five year period. In addition the Company has a five-year right of first refusal that will allow the Company to maintain its percentage equity position in Kryso and has the right to appoint one member to Kryso’s board of directors and a technical advisor to its management team. The Kryso securities and rights are held by our Cayman subsidiary, N5C Resources Inc.

            On October 9, 2007 the Company acquired an additional 1,908,429 shares in a public placement undertaken by Kryso Resources Plc. This ensured that the company maintained its 15% shareholding in the issued share capital of Kryso. The shares were issued at 11.5 pence per share and the total consideration of £219,469 ($448,266) was settled in cash.

1.2      Rusaf Gold Ltd

            On June 4, 2007, the Company entered into an agreement with Rusaf Gold Ltd. (“Rusaf”) giving it the right to acquire approximately 37% of the fully diluted equity shares of Rusuf for total consideration of $12 million, payable $8 million cash and $4 million in Great Basin common shares. Rusaf is a Canadian registered exploration company, with operations in Tanzania and with 100% owned subsidiary companies that hold prospecting rights to properties in Tanzania and Russia.

            The transaction originally provided for three tranches of which the first tranche closed on June 28, 2007 with the payment of $2 million for 3,333,333 shares at $0.60 per share.

            The second tranche of the purchase was subject to satisfaction of certain conditions, which were met on July 20, 2007 and enabled the Company to be issued 10,000,000 shares at a price of $0.60 per share for an aggregate payment in cash to Rusaf of $6 million.

            The third and final tranche was subject to certain conditions being met, including the completion of the acquisition by Rusaf of New Africa Mining Fund Nominees Tanzania (Pty) Ltd’s (“NAMF”) participation interest in the Lupa Goldfields Joint Venture. The third tranche would have resulted in the Company acquiring an additional 6,666,667 shares at a price of $0.60 per share to be paid by the issuance of Great Basin shares equal to the value of $4 million, based on the arithmetical average closing price of the Great Basin shares on the Toronto Stock Exchange for the twenty trading days immediately preceding receipt of the final shares.

            Subsequent to December 31, 2007 this third tranche was cancelled and replaced by a new agreement whereby the Company will acquire the remaining 63% of Rusaf for a total consideration of $14,4 million, payable in approximately 4,9 million Great Basin Gold common shares. The exchange ratio applied is 1 Great Basin share for every 4.5 Rusaf shares.

            The acquisition terms also provide for additional Great Basin shares to be issued in the first 3 years from closing, contingent upon gold discoveries involving more than 500,000 ounces on certain mineral prospects currently held by Rusaf. In the event of such discoveries, Great Basin will issue shares valued at the higher of current or then-prevailing market price to the former Rusaf shareholders on the basis of valuing these gold ounces (including equivalent metals) at US$15/oz for inferred resources and US$40/oz for measured and indicated resources (subject to a minimum average cut-off grade of 1.5 g/t or 0.04 oz/ton). Great Basin has also agreed to spend between $7 million and $20 million in exploring Rusaf's properties during this period depending on independent advice as to the likelihood of exploration success. This acquisition of the remaining Rusaf shares is subject to the approval of Rusaf shareholders, certain judicial orders, as well as Toronto Stock Exchange, AMEX and JSE approvals. Assuming all such conditions are met in the ordinary course, the parties are targeting completion for the second fiscal quarter of 2008.

  – 12– Annual Information Form and Form 40-F

1.3      Casino Property

            Western Copper Corp., through its subsidiary CRS Copper Resources Inc. exercised the option to acquire the Company’s 100% working interest in the Casino property in Yukon, Canada for the amount of $1 million on August 17, 2007

ITEM 5.        DESCRIPTION OF BUSINESS

            We are engaged in the business of acquiring ownership of or interests in, exploring and, where warranted, developing precious metals deposits. For the past three years we have focused on two primary projects: (a) the Hollister Project (previously known as the Ivanhoe Property) on the Carlin Trend in Nevada, USA, where a feasibility study was completed in 2007 on a portion of the property called the Hollister Development Block (“HDB”), and an underground exploration and development program is underway to initiate bulk sampling in 2008, and (b) the Burnstone Project in the Witwatersrand Basin goldfield in South Africa, for which an initial area feasibility study was completed in 2006, followed by an optimized feasibility study in 2007 and the development of an access decline is underway as part of pre-development work.

            We disposed of our interest in the Casino property in Yukon, Canada for the amount of $1 million on August 17, 2007 to CRS Copper Resources Inc. a subsidiary of Western Copper Corp. In the event that a decision is made to put the Casino Property into commercial production, the Western Copper Corp. will pay to Great Basin an additional $1 million.

            In addition to our two primary projects, we hold interests in early stage mineral prospects known as the Ganes Creek Property in Alaska and the Tsetsera Property in Mozambique. As further described herein we are in the process of purchasing a private exploration company, Rusaf Gold Ltd, with properties in Tanzania and Iturup (Russian Federation).

Ganes Creek Property

            Great Basin signed an agreement with CW Properties LLC (“CWM”), effective November 14, 2007, whereby the Company will earn an 80% interest in all hard rock mineral rights on the Ganes Creek Property in Alaska by expending a total of US$3 million in exploration expenditures over a period of three years. The Ganes Creek Property is held by CW Properties LLC, based in Talkeetna, Alaska, USA.

            Pursuant to the agreement, a minimum of US$500,000 in exploration expenditures must to be incurred in 2007; an additional US$1.3 million in expenditures by the end of 2008; and a final US$1.2 million in expenditures by the end of 2009. The company can also increase its interest in the property at a production decision by purchasing the remaining 20% at fair market value should CWM not wish to participate in any development costs. CWM would retain a 2% Net Smelter Royalty of which 1% could be purchased by Great Basin for US$2 million.

            The Ganes Creek Property is located in Alaska, 440 km northwest of Anchorage and 40 km northwest of McGrath. The property is situated in the Tintina Gold Belt, which hosts the 20 million ounce Donlin Creek Project, located some 110 km to the northeast and held by NovaGold Resources and Barrick Gold. The mineral rights held by CWM at Ganes Creek total 15,402 acres, comprising thirty-nine 40-acre state claims, seventy 160-acre state claims and fourteen federal patents, containing 90 patented claims with a total area of 2,628 acres.

            The Ganes Creek Project occupies the western portion of a 19 km long area of gold anomalies, hard rock prospects and placer deposits aligned along the Yankee-Ganes Creek fault zone. The Yankee-Ganes Creek fault is sub-parallel to the major transcurrent Nixon-Iditarod fault. Regional geologic mapping has identified the eastern Innoko district (including Ganes Creek Project) as the structurally offset, northern extension of the Donlin trend of deposits and gold prospects. The Donlin trend is truncated by the Iditarod fault zone some 130 km to the southwest of the Ganes Creek Property.

  – 13 – Annual Information Form and Form 40-F

            Historical work on the property has identified intrusive-related gold showings as well as high grade shear- and vein-associated gold occurrences. Numerous showings are proximal to the regional Yankee-Ganes Creek fault, close to the eastern boundary of the property. Unverified historical production at the Independence Mine in the same area was reported to be 500 ounces gold at an average grade of 1 ounce gold per ton.

            During the 2007 field season, approximately 9,711 linear metres of exploration trenches were excavated with a D-7 Caterpillar and an Ex-160 excavator, during the period of July 9 to September 25. These trenches were constructed primarily on existing roads, trails, and ridges. Towards the end of the season, additional trenches were excavated to follow up on prospective areas located subsequent to the initial work.

            Approximately 1,685 rock samples were taken from the exploration trenches. Trenches constructed in September at Breccia Ridge and the Spaulding Spur road (1,228 m [~4,030 ft]) were not sampled due to time constraints and left open to be sampled in the 2008 field season.

            A majority of these rock samples were taken as continuous chip samples from newly exposed bedrock along trench walls and road bases. Continuous chip samples ranged from 1 to 4 m in length and were sampled according to lithologic control. Select samples of quartz veins, distinct alteration and mineralization were included within the chip sample stream. Trenches and samples were photographed and have been catalogued in the computer database.

            All rock samples were sent to Alaska Assay Labs located in Fairbanks Alaska.

Tsetsera Property

            The Company concluded a Joint Venture Agreement to enter into an unincorporated joint venture with G S Minase Refinaria Limitade (“GSR”) in Mozambique on August 20, 2007 (“JV”). The purpose of the JV is to establish a gold exploration and mining business in Mozambique, whereby the company will have the exclusive right to explore all GSR’s properties.

            The Company will have an 80% interest in the JV, and has committed to exploration expenditures of approximately US$2 million over a three year period on the Tsetsera Property, which is located 80 km south of Manica in Mozambique, and other properties over which GSR holds mineral rights.

            Should any financing be required for the conducting of any mining activities, each of the parties is required to contribute to such financing needs in proportion to their interests in the JV. Should GSR not be in a position to contribute financing required by the JV in respect of any property or project, Great Basin has the right of first refusal to buy GSR’s remaining 20% share. The consideration payable in respect of the 20% share will be settled in either cash or Great Basin shares and the value will be based on resources reported at that time and valued at fair market price. GSR however will retain a 3% Net Smelter Royalty.

            The Company will manage the JV and will be responsible for the day to day management of the exploration and other activities to be conducted.

            GSR currently owns the rights to the 17 square km Tsetsera Property. GSR confirmed there are no encumbrances on the property such as liens, claims, concessions or other leases. The property was worked historically by artisanal miners, who crushed quartz vein material and panned gold from the fines. The artisanal miners have exposed over 985 ft (300 m) strike length of quartz veins, 5 to 60 cm in width, within a phyllite (strongly metamorphosed sediments). Rock samples taken during a field visit returned gold assay values between 0.22 g/t and 26.8 g/t from grab samples, and a chip sample across a 60 cm quartz vein returned 5.6 g/t gold. No other work has been completed on the property.

  – 14– Annual Information Form and Form 40-F

            Field work started in July 2007 on the ground in Mozambique. Mapping and sampling of the surface exposures commenced and a total of 17.5 line km have been mapped. A shear zone hosting the surface quartz vein showing was mapped out over a strike length of 2.5 km.

            Abundant inactive local workings were identified during the mapping. At least 4 steeply dipping quartz veins were identified and mapped out over 2,625 – 5,250 ft (800-1600 m) strike length that varies in width from 20cm to greater than 50 cm. Representative samples were taken of the veins and results are pending.

            A total of 25.6 line km have been cut and cleared in anticipation of geophysical surveys. Soil sampling at 200 m x 25 m centres will be completed along the same cut lines. Forty-four rock samples have been taken from the surface.

            All samples are being sent to ALS Chemex Labs in Johannesburg, RSA for analysis.

Rusaf Gold Ltd

            On June 13, 2007 the Company entered into an agreement, as amended, with Rusaf Gold Ltd. (“Rusaf”) whereby Great Basin acquired approximately 37% of the fully diluted equity shares of Rusaf for total consideration of $8 million cash. Rusaf is a Canadian registered exploration company, operating from Dar Es Salaam, Tanzania, with six 100% owned subsidiary companies that hold prospecting rights to various mineral properties in Tanzania and Russia.

            The Company announced on February 14, 2008 that it has entered into an agreement with Rusaf whereby it will purchase the remaining 63% of the fully diluted equity shares of Rusaf for a total consideration of $14.4 million, payable in approximately 4.9 million Great Basin Gold common shares. The exchange ratio was 1 Great Basin share for every 4.5 Rusaf shares. For the year ended December 31, 2007 the Company’s investment of 37% in the issued common stock of Rusaf was recognized as an investment in associate and the Company has equity accounted for its share of post-acquisition losses incurred.

            The acquisition terms also provide for additional Great Basin Gold shares to be issued in the first three years from closing, contingent upon gold discoveries involving more than 500,000 ounces on certain mineral prospects currently held by Rusaf. In the event of such discoveries, the Company will issue shares valued at the higher of current or then-prevailing market price to the former Rusaf shareholders on the basis of the valuing these gold ounces at US$15/oz for inferred resources and US$40/oz for measured and indicated resources (subject to a minimum average cut-off grade of 1.5 grams per tonne or 0.04 oz per ton).

            To the extent GBG Great Basin grants options or joint venture interests on the former Rusaf properties, the funds expended by third parties will count towards Great Basin’s exploration commitments but will not affect the calculation of ounces..

            Great Basin has agreed to spend between $15 million and $27 million exploring the Rusaf properties over the three year period (inclusive of the $8 million Rusaf had on-hand on September 30, 2007 and the amounts Rusaf has spent on its current exploration to date of the agreement).

  – 15– Annual Information Form and Form 40-F

Principal Properties

Hollister Property, Nevada

            The Hollister Property is held 100% by Great Basin through its subsidiaries. At December 31, 2007, the Hollister Property consists of a total of 937 unpatented claims, covering over 32 square mi (69 square km), located on federal land administered by the Bureau of Land Management (“BLM”), and as such, all claims are subject to annual maintenance payments to the BLM and Elko County.

            An initial feasibility study was completed in mid 2007. Since that time the Company has focused on permitting, additional development to prepare for production and additional underground and surface drilling.

            A total of 9,999 ft of access and 3,001 ft of I-drifting on veins have been completed to date from which 11,166 tons of ore has been extracted. A 5,000-ton, bulk sample was trucked to a facility owned by Newmont Mining Company in April 2007 for test milling. Good recoveries were obtained and 2,090 oz of gold and 24,050 oz of silver (2,527 oz gold equivalent¹) were recovered.

            An additional 3,100-ton bulk sample was trucked to Jerritt Canyon process facility for milling and gold recovery in September 2007. The sample had a head grade of 0.708 oz (24.28 g/t) of gold per ton and 6 oz (205.72 g/t) of silver per ton, delivering 1,976 oz of gold and 14,835 oz of silver, or a total of 2,246 equivalent gold ounces.¹

Acquisition Agreements

(i) Newmont Agreement

            Pursuant to the terms of a purchase agreement (the “Ivanhoe Purchase Agreement”) dated August 13, 1997, with a subsidiary of Newmont Mining Corporation and Touchstone Resources Company (“Touchstone”), a Nevada company later acquired by Great, acquired Newmont’s 75% interest in the Hollister property. A Great Basin subsidiary later acquired Touchstone, which owned the other 25%, hence 100% of the Hollister Property is now owned by Great Basin. A total of 504 claims are listed in the purchase agreement. Of these, 380 claims are subject to a 5% net smelter royalty (“NSR”) held by Newmont and 45 claims are subject to conditions under a lease agreement with the Hillcrest/Finley River partnership (described next paragraph).

            The 45-claim Hillcrest/Finley River claim block is under an 80-year lease from the Hillcrest/Finley River partnership expiring October 27, 2080. This partnership retains an underlying NSR of 2% and receives annual lease payments of $50,000 subject to increase. In each 20-year renewal period the annual lease payments will be increased by US$5,000. Newmont Mining Corporation holds an additional 3% NSR on the Hillcrest/Finley River claims. Under the Ivanhoe Agreements, Great Basin agreed to share Newmont’s future reclamation costs for past mining at Hollister on the basis of one third of such expenditures over US$4.5 million but less than US$6 million (US$500,000 maximum) and 25% of expenditures over US$6 million. Under the Ivanhoe Purchase Agreement, Newmont retains title to 57 of the Hollister Property mining claims (the “Reclamation Area”) until reclamation is complete, at which time Great Basin will have the right, but not the obligation, to accept conveyance of the Reclamation Area for no further consideration. Newmont’s original estimates for reclamation were in the US$4.5 - -6 million range. As of the date hereof, we are still resolving some outstanding environmental issues with Newmont before we request conveyance of the claims. Reclamation overruns have now exceeded US$1.5 million and are now currently divided as 75% to Newmont Mining Corporation and 25% to us, and such additional expenditures have not been material over the last two years nor are they expected to become material (in respect of pre-1997 conditions).

^{____________________________________________
1} Gold equivalent is based on metal prices of US$550/oz for gold and US$10/oz for silver and recoveries of 90% for gold and 80% for silver.

  – 16– Annual Information Form and Form 40-F

(ii) Other Hollister Acquisition Agreements

            The Robbie claims, acquired under a 15-year lease on June 8, 1999, comprise 107 claims. Great Basin is obligated under terms of the lease to an annual lease payment of US$4,000, a 2% NSR and to maintain the claims in good standing with the BLM and Elko County. The lease can be renewed if there is commercial production on the Robbie claims before 2014.

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

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

            On July 13, 2001, the Company acquired the Sheep Corral property, consisting of 65 unpatented lode mining claims for US$50,000 for assignment of the Property. The claims adjoin the northwest corner of the Hollister Property.

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

(iii) 2002 Agreement with, and Subsequent 2007 Buy-out of, Hecla Ventures Corp. (”HVC”)

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

            On February 20, 2007, Great Basin entered into a Share Purchase Agreement to buy all the outstanding shares of HVC and thereby effectively regain a 100% working interest in the HDB, for a total of US$60 million, comprising US$45 million in cash and the remaining US$15 million in our common shares (approximately 7.94 million shares). In addition to the payment of cash and shares, Great Basin agreed to release Hecla from its obligations under the Earn-in Agreement as a guarantor of HVC’s obligations. The closing of the Share Purchase agreement took place on April 12, 2007. In addition to the 50% earn-in rights, HVC owned approximately US$2 million in tangible assets, inclusive of various pieces of mining equipment. Great Basin assumed payroll and benefits obligations for 35 Hecla employees working on the HDB project for at least a one year period. Great Basin also assumed all responsibility for any environmental liabilities in respect to the HDB. HVC expended some US$32 million on advanced exploration work at HDB since 2002.

Location and Access

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

            The shortest access to the Property is via the Interstate 80 freeway corridor by gravel roads, north of Battle Mountain, for over a distance of roughly 50 mi (80 km). Battle Mountain is the nearest town with full service facilities. The nearest mining infrastructure is at the Dee Mine, located 8 mi (13 km) by road to the southeast. Major power transmission lines lie just off the southeastern corner of the Property, and a sub-station is located 5 mi

  – 17– Annual Information Form and Form 40-F

(8 km) to the east. Elko is the support hub for mining operations on the Carlin Trend, and has a well-developed transportation network (air, rail, and road), workforce pool, and contractor service base (Figure 1).

Figure 1 Hollister: Elko as support hub for mining operations on Carlin Trend

Environmental Matters

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

            During 1999, cumulative reclamation expenditures exceeded US$6 million and as required by the agreement, the Company contributed 25% of the excess from 1999 to 2007. The 2007 invoice has not yet been received but is not expected to be material.

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

Property Geology

            The Hollister Property is situated near the northern end of the Carlin Trend, a northwest-trending corridor of mines and mineral occurrences (Figure 2). The alignment of deposits along the Carlin Trend resulted from a long-lived, deep-seated northwest-oriented fracture system; hydrothermal systems emplaced gold into receptive sedimentary and volcanic lithologies along the structural corridor. Accordingly, the key ore controls for Carlin-type gold deposits are a combination of structural preparation and favourable host rocks. Association with intrusive rocks is an important geological factor in the occurrence of the Carlin Trend gold deposits.

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

  – 18 – Annual Information Form and Form 40-F

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

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

Figure 2 Hollister Property and Carlin Trend

Exploration History

            The Ivanhoe district has a long mining history that started with mercury mining in the early 1900’s. Various companies explored for a variety of target types including porphyry molybdenum, uranium, and gold deposits over the period from the early 1960’s until 1980. Gold exploration programs, conducted by United States Steel Corporation (“USX”) from 1980 to 1986 and subsequently by the Cornucopia/Galactic joint venture from 1986 to 1992, focused on delineation and production from open pit oxide deposits.

  – 19– Annual Information Form and Form 40-F

The deposit was placed into production in 1990. Mining from the Hollister area USX pits produced 115,696 oz (3.6 million g) of gold from 3,271,954 tons mined to 1996. Newmont formed a 75-25 joint venture with Touchstone in 1992. Between 1992 and 1994, Newmont conducted an extensive exploration program that included drilling, geological mapping, geochemical sampling, and geophysical surveys. The program targeted near-surface mineralization that Newmont ultimately decided did not warrant further work.

            Great Basin’s exploration program at Hollister has focused on locating high-grade gold deposits that are mineable by underground methods. In general, exploration is based on comparisons to the Midas deposit at the Ken Snyder Mine located to the northwest and the Goldstrike area, i.e. Post-Betze and associated deposits, located to the southeast along the Carlin Trend. The comparison with the deposits at Ken Snyder is based on the similarity in style and mineralogy of the feeder veins that have been intersected beneath the Hollister deposit to those at the Midas discovery. The comparison with Goldstrike is based on the similarity of: the size and tenor of the gold anomalies in both the Hollister and Hatter areas; the mineralized structures; the age of the rocks; and the association of mineralization with the Hatter Stock.

            Great Basin planned and implemented a two-phase program in 1999 to test the newly interpreted and defined multiple vein systems beneath the Hollister deposit; 59 holes totalling 47,830 ft (14,580 m) were drilled, resulting in the discovery and initial delineation of the Clementine and Gwenivere high-grade gold-silver vein systems over respective east-west strike lengths of 1,800 ft (550 m) and 1,000 ft (305 m). In 2000, 143 additional holes, totalling 141,830 ft (43,230 m) were drilled, outlining the Clementine system over a strike length of 3,000 ft (915 m), and the Gwenivere system over a strike length of 2,000 ft (610 m). A third system, called South Gwenivere, was also discovered and traced over at least 500 ft (150 m).

            Outside of the immediate Hollister area, drilling in 2000 in the Velvet area located 1,400 ft (425 m) north of the Clementine vein system, encountered high-grade gold mineralization in a new vein system. Rotary hole 204 returned 15 ft of 0.56 oz/ton (4.6 m of 19.20 g/t) gold, including 5 ft of 1.04 oz/ton (1.5 m of 35.65 g/t) in a banded quartz vein intersection in Valmy Formation quartzites.

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

            In 2000-2001, Kappes, Cassiday and Associates conducted metallurgical testwork on three representative geo-metallurgical samples from the Hollister deposits. These are (1) banded quartz adularia illite with gold and silver in quartzite; (2) kaolinite mineralization with cryptic gold; and (3) banded quartz adularia illite vein with gold and silver in argillite.

            The work was carried out on fresh drill core samples composited at ALS Chemex Labs in Elko. A series of standard 96 hour, direct cyanidation, bottle-roll tests were completed with varying grind size, cyanide consumption and reactive carbon. Recoveries of 95% gold and 90% silver were achieved for quartzite-hosted veins at grinds of less than 106 microns in 48 hours with excess cyanide. Argillite hosted veins yielded recoveries of 96% gold and 94% silver at grinds of less than 62 microns in 24 hours under excess cyanide conditions. Recoveries of 97% gold and 92% silver were achieved in 48 hours for kaolinitic mineralization at the same grind and cyanide conditions as the argillite suite. The results of the milling studies conducted by Kappes Cassiday indicate the ore types likely to be mined at Hollister could be processed to commercially acceptable metal recoveries. Conventional crushing, grinding and Carbon-in-Leach sodium cyanide leach processing followed by carbon absorption would yield a high-grade gold/silver dore that would be refined to 99.999% pure gold and silver.

            In October 2001, Behre Dolbear & Company Ltd. was retained by the Company to audit a preliminary resource estimate for the high-grade epithermal gold-silver veins on the portion of the property now known as on the Hollister Development Block. A Preliminary Assessment was completed in 2002, and updated in 2006; both studies indicated positive returns for the 400 tons per day underground operation using toll milling.

  – 20– Annual Information Form and Form 40-F

            Most activity between 2002 and March 2007 was conducted by Hecla and focused on the Hollister Development Block. From August 2002-2004, the majority of that work was directed toward gaining permits for the underground exploration and development program. The Nevada Bureau of Land Management announced a finding of “No Significant Impact” and “Decision Record” in March 2004. The Hollister Development Block program was fully permitted on May 7, 2004. Hecla received authorization for physical work on August 20, and physical work began on September 15. The 2,764 ft decline was completed in early 2006 and 96,168 ft of drilling was completed between February 2006 and December 2007.

Sampling and Analyses

            The following is a summary of the sampling and analytical procedures for the samples taken during the drilling programs in 2007.

            Samples collected from the Hollister Project are stored in a secure facility until picked up by Inspectorate America Corporation (Inspectorate) of Sparks, Nevada. Vein samples are analyzed by either metallic screen or standard fire assay procedures. For metallic screen analyses, vein sample preparation consists of drying and jaw-crushing the entire sample to 90% passing 10-mesh, taking a 500 g sub-sample using a rotary splitter, and then pulverizing the 500 g sub-sample to 90% passing 150-mesh using a large capacity ring and puck pulverizer. Gold and silver determinations are by metallic screen analysis, with two 1 assay-ton (30 g) fire assays completed on the fine fraction; the coarse fraction is fire assayed in its entirety. For standard fire assay, vein sample preparation consists of drying and jaw-crushing the entire sample to 90% passing 10-mesh, taking a 300 g sub-sample using a Jones splitter, and then pulverizing the 300 g sub-sample to 90% passing 150-mesh using a large capacity ring and puck pulverizer. A 30 g charge is fire assayed. All metal determinations are by gravimetric finish. Vein samples analyzed by standard fire assay will be re-assayed using metallic screen procedures. Laboratory Quality Assurance/Quality Control (QA/QC) is monitored using coarse reject blanks and assay standards, duplicate fire assays, and Inspectorate’s internal standards and blanks. Coarse blanks (barren rhyolite or landscape marble) and assay standards are inserted into the sample sequence as blind samples prior to submitting the samples to the laboratory. Inspectorate also inserts assay standards and blanks into the sample stream. QA/QC results are within acceptable limits.

Estimates of Mineralization

Cautionary Note to Investors Concerning Estimates of Measured and Indicated Resources

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

Table 1. Hollister Development Block Measured and Indicated Resources May 2007

Category	Cut-Off oz/ton	Size		Au Grade		Contained Oz Au	Ag Grade		Contained Oz Ag	Contained Oz Au Equiv
		Tons	Tonnes	oz/ton	g/t		oz/ton	g/t
Measured	0.25	560,000	508,000	1.04	35.77	584,000	6.09	208.91	3,413,000	646,000
	0.35	448,000	406,000	1.23	42.20	551,000	6.98	239.27	3,124,000	608,000
Indicated	0.25	343,000	311,000	1.00	34.45	344,000	5.09	174.58	1,744,000	376,000
	0.35	280,000	254,000	1.16	39.87	326,000	5.78	198.13	1,618,000	355,000
Measured & Indicated	0.25	903,000	819,000	1.03	35.32	929,000	5.71	195.77	5,157,000	1,022,000
	0.35	728,000	660,000	1.20	41.30	877,000	6.52	223.54	4,742,000	962,000

  – 21– Annual Information Form and Form 40-F

Cautionary Note to Investors concerning estimates of Inferred Resources

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

Table 2. Hollister Development Block Inferred Mineral Resources May 2007

Category	Cut-Off oz/ton	Size		Au Grade		Contained Oz Au	Ag Grade		Contained Oz Ag	Contained Oz Au Equiv
		Tons	Tonnes	oz/ton	g/t		oz/ton	g/t
Inferred	0.25	805,000	731,000	1.08	37.13	872,000	3.94	134.92	3,169,000	930,000
	0.35	627,000	569,000	1.31	44.85	820,000	4.32	148.11	2,707,000	869,000

            The resources estimate is further described in the “Technical Report on the Resource Estimate for the Hollister Development Block Gold Project, Elko, Nevada” prepared by Deon van der Heever, Pr.Sci.Nat., GeoLogix Mineral Resource Consultants (Pty) Ltd., an independent qualified person, dated July 6, 2007.

Recent Exploration

Hollister Development Block Feasibility Study

            The following information is extracted from a “Technical Report on the Feasibility for the Hollister Development Block Gold Project, Elko County, Nevada” prepared by Peter Cain, Ph.D., P. Eng., Associated Geosciences Ltd, an independent qualified person. Further details can be found in the September 2007 report which is filed at www.sedar.com.

            The feasibility study assessed a 400 ore tons per day underground operation, mining the high-grade gold-silver mineralization from the Gwenivere, Clementine and South Gwenivere vein systems and trucking it to an off-site toll milling facility.

            Using, a gold price of US$550/oz and a silver price of US$10.00/oz, the pre-tax results from the study indicate a very robust pre-tax internal rate of return (“IRR”) of 105.6% and net present value (“NPV”) of US$122.9 million (5% discount rate). The post-tax numbers for the Hollister Development Project amounts to an IRR of 58.2% and an NPV of US$65.2 million at the discount rate of 5%. The key parameters and results are summarized in the table below:

Table 3. Hollister Development Block Mineral Reserves July 2007

Mineral Reserves

At 0.28 oz/ton cut-off


Proven: 571, 800 tons grading 1.0 oz/ton gold and 5.43 oz/ton silver

Probable: 296,700 tons grading 1.03 oz/ton gold and 4.06 oz/ton silver

Proven and probable: 868,500 tons grading 1.01 oz/ton gold and 4.3 oz/ton silver

            The Mineral Reserves are included in the Mineral Resources in Table 1 above. The proved and probable reserves have been determined in terms of Canadian regulations under NI 43-101, which differ from the U.S. Securities and Exchange Commission’s standards for such classification.

  – 22– Annual Information Form and Form 40-F

Table 4. Hollister Development Block Feasibility Study Results July 2007

Production Rate	400 ore tons/day
Recoveries	93% gold 80% silver
Average Annual Production	150,000 oz gold equivalent1
Life of Mine Production (recovered)	846,887 oz gold 3,525,928 oz silver
Start up Capital Cost	$41.4 million
Operating Costs Mining Toll milling Trucking General & Administration	$175/ton $42/ton $29/ton $28/ton
Cash Cost	$323/equivalent oz1
Total Cost	$423/equivalent oz1
Life of Mine	6 years
Payback	1.5 years
Internal Rate of Return (after tax)	58.2%
Net Present Value (5% discount rate) (after tax)	$65.2 million

¹ Gold equivalent is calculated using the above gold and silver prices and the formula:
Au-eq oz = Au oz + (Ag oz x Ag price/Au price)

            At a gold price of US$650, at a 5% discount rate the NPV of the project increases to a pre-tax number of $185 million ($122.9 pre-tax at $550/oz)and the pre-tax IRR to 155% (105.6% pre-tax at $550/oz).

Underground Exploration

            A second phase of underground drilling was initiated in March 2007 to test for extensions to the vein systems at dept hand along strike, and to also explore other veins that were discovered during the feasibility study drilling. Results are promising. In November 2007, the Company announced a further 29,000 ft of infill and 58,000 of step out drill holes had been initiated.

Surface Exploration

            Recent exploration activities consist of the completion of a controlled source audio magneto-telluric geophysical survey, a portion of which occupied the HDB. A total of 36 lines were completed and 77 line-kilometers of data were collected. Of the entire survey, approximately 10 lines covered the HDB. This survey was physically completed by an independent geosciences consultant and took place between August, 2006 and October 19, 2006. A separate geophysics consultant provided the data processing and interpretation and summarized the results on February 28, 2007. The geophysical survey is part of a board-approved US$3 million exploration budget that was made available in November 2006 and which will be funded from our existing working capital. Further activity has consisted of core drilling from surface. A total of 10,140 feet was completed during 2007.

            In November 2007, the Company announced some 78,000 ft of surface drilling was planned, focused on the area of the current underground infrastructure and the Hatter Stock area.

  – 23 – Annual Information Form and Form 40-F

Plans for 2008

Hollister Development Block

• The Company will continue with the development and delivery of the Hollister Project, which is planned to produce some 80 000 ounces in 2008. Actual development activities are well underway to achieve this.

• Capital Expenditure of approximately US$34 million is planned for the period.

• The Company also plans to incur operating costs of US$28 million at these operations for an average of US$400/oz for the period.

• With regard to exploration activities, the Company plans to incur expenditure of approximately US$ 14 million during 2008. The focus of the exploration program would be to continue with infill drilling from the lateral underground, drilling at depth and strike to determine the extent of the vein system at the HDB, as well as surface drilling activities in and outside the HDB, on prospective target areas that were previously demarcated

• Existing permits allow the Company to mine up to 120,000 tons. The company plans to file the final plan for operation permits during 2008.

Burnstone Project, South Africa

Property Agreements

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

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

            The Great Basin shares issued to the former Southgold Shareholders pursuant to the two tranches and the settlement agreement (described below) are subject to voting restrictions in the Option to Purchase Agreement, pursuant to which the holders have undertaken to vote with Great Basin management until the earlier of (i) April 30, 2008, or (ii) the time they dispose of such shares in accordance with the Option to Purchase Agreement. The former Southgold Shareholders are entitled to nominate two members to the Board of Directors of the Company although only one currently serves on the Board (Mr. Cooke).

  – 24– Annual Information Form and Form 40-F

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

            The Company's mineral rights, other than those acquired from GFL and Randex (discussed below), were held under option with "old order" mineral right holders, the State, or Municipalities. The Company has converted the "old order" rights to "new order" rights. Certain of the mineral right options were later amended to extend the options and it was acknowledged that the Mineral and Petroleum Resources Development Act was likely to become effective during the existence of the options. The amendments also provided that should the mineral rights lapse during the period of the options so that the Company is not able to exercise the option to purchase the mineral rights, the Company would nevertheless pay the purchase price should a mining right be granted to the Company by the Department of Minerals and Energy over these properties. The potential purchase price was originally estimated at the time of listing on the JSE to be ZAR 4,901,885, but is now estimated to be ZAR 7,716,715 (approximately $1,275,573) for all rights granted to date.

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

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

Conversion of Prospecting Rights

            During October and November 2006, all the old order prospecting rights held by Southgold comprising the title to the Burnstone Project were converted into new order prospecting rights by the DME. Our application for one new order prospecting right for a farm adjacent to the Burnstone Project is currently pending. These rights give Southgold the exclusive right to apply for and, subject to fulfilling certain statutory requirements, including the approval of the DME, be granted mining rights in respect of the minerals and the prospecting area of the Burnstone Project under the MPRDA.

Purchase of Surface Rights

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

Black Economic Empowerment(“BEE”)

            Great Basin closed the Subscription and Acquisition Agreement on October 1, 2007 between Great Basin and Tranter Gold (Proprietary) Limited (“Tranter Gold”), which had been entered into on August 8, 2007.

  – 25– Annual Information Form and Form 40-F

            Tranter Burnstone (Proprietary) Limited (“Tranter Burnstone”), a subsidiary of Tranter Gold, subscribed for 812 new ordinary shares in Southgold Exploration (Proprietary) Limited (“Southgold”), a wholly-owned subsidiary of Great Basin, for a purchase consideration of $38 million (R260 million) in cash, which, following the issue and allotment of the new Southgold shares, constituted 26% of the entire issued share capital of Southgold. Following the implementation of the Southgold subscription, N6C Resources Inc., a wholly-owned subsidiary of Great Basin, purchased the new Southgold shares from Tranter Burnstone in exchange for the issue of 19,938,650 new common shares in Great Basin to Tranter Burnstone. There is an agreed lock-up period of at least 3 years during which Tranter cannot trade the Great Basin shares. The total purchase consideration amounted to $38 million (ZAR260 million). The issue and allotment of the new Great Basin shares, constitutes approximately 9.3% of the issued share capital of Great Basin on a fully diluted basis.

            Resulting from this transaction, Tranter Gold being the shareholder of 75% of the issued share capital in Tranter Burnstone, became entitled to appoint a director to the boards of both Great Basin and Southgold for as long as it holds a qualifying shareholding in Great Basin. Sipho Nkosi was appointed as director of both Great Basin and Southgold. Tranter Gold is further prohibited from disposing of the Great Basin shares or doing anything else that might impact on the BEE credentials of Southgold for the period of three years or such longer period for which Southgold requires BEE equity participation in order for its prospecting and mining rights to remain valid.

            In addition to the issuance of the 19,938,650 new common shares in Great Basin, 1,684,312 Great Basin warrants were issued to the parties involved with the transaction. These warrants are exercisable within three years and are subject to a mandatory conversion should the Great Basin share price reach $6.30 (ZAR45.72) .

            Tranter Burnstone borrowed $29 million (ZAR200million) from Investec (a commercial bank in South Africa) to settle the purchase consideration of the 812 Southgold shares. The security for the loan comprised, amongst others, a loan guarantee in terms of which each of N5C Resources Inc., N6C Resources Inc. or Rodeo Creek Gold Inc. (all wholly owned subsidiaries of Great Basin) is obliged in the event of default by Tranter Burnstone on any of its repayments to Investec at any time for the first four years to lend not more than $11.6 million (ZAR80million) to Tranter Burnstone in order to settle such interest payment obligations.

            In October 2000 Southgold entered into a Prospecting Agreement with, amongst others, GFL Mining Services Limited (a subsidiary of Gold Fields Limited) (“GFL”) in terms of which Southgold was entitled to prospect for minerals on certain mineral rights owned by GFL and in terms of which Southgold was granted an option to acquire these mineral rights. Southgold exercised the option to acquire the mineral rights and the consideration was payable in a cash component (on date of acquisition) of $6.4 million (ZAR33.5 million) and a net smelter royalty component payable on any gold extracted from the acquired mineral rights.

            As part of the BEE transaction, Southgold entered into the Memorandum of Agreement in terms of which Southgold paid $11.6 million (ZAR80million) to GFL in full and final settlement of the net smelter royalty payable in terms of the Prospecting Agreement.

            By concluding this BEE transaction, Great Basin complied with the provisions of section 22 of the Mineral and Petroleum Resources Development Act, 2002, which enabled the company to submit its application for the Mining Rights over the Burnstone Project, which was submitted in September 2007.

            The Department of Minerals and Energy (“DME”) acknowledged receipt of the application for a mining right and the processing thereof is underway. The processing and granting of an application for a mining right by the DME takes in the order of 12 months to complete.

Access, Climate and Physiography

            The Burnstone Project is located about 80 km (50 mi) southeast of Johannesburg and just east of Balfour, in the Mpumalanga Province of the Republic of South Africa (Figure 4). The property is situated in a physiographic region known as the South African Highveld, lying at an altitude of 1,670 m (5,480 ft). Topographic relief in the area is primarily gently rolling grassland terrain.

  – 26– Annual Information Form and Form 40-F

The area has a mild climate, with about six weeks of chill and frost in mid-winter (July-August). Due to the relatively high altitude the winter nights can be cool. The rainy season occurs during the summer and drought conditions usually prevail in winter. Summer rainstorms can be intense and hailstorms also occur.

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

Figure 4 Geology of Witwatersrand Basin and Location of Burnstone Project

  – 27– Annual Information Form and Form 40-F

Mineral Rights Holdings

 
Figure 5 Burnstone Mineral Rights Ownership

  – 28 – Annual Information Form and Form 40-F

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

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

            The right to explore and acquire mineral rights on portions of the farm Doornhoek 577 is optioned to the company by Puma. The option will terminate 14 days after the last assay in respect with the boreholes on the farm are received by the company and Puma. To date, these test results have not yet been received. The company has to pay an option exercise price of US$8 per ounce of the estimated total gold content on these portions as determined by an independent study. We believe these farms represent approximately 435,000 of the ounces in the additional measured and 29,000 of the ounces in the additional indicated categories at Burnstone, using a 400 cmg/t cut-off.

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

Property Geology

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

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

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

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

            An 18-km (11-mi) long northwest-southeast gold trend has been outlined on the Burnstone Project that appears to be associated with a large braided channel system extending over the property. Drilling has also shown that two northwest-southeast trending sub-parallel faults, spaced four kilometres apart, have uplifted the central portion of the gold corridor.

  – 29– Annual Information Form and Form 40-F

As a result, a substantial portion of the gold-bearing horizon along the main deposit trend lies between 250 and 750 m (820-2,640 ft) in depth, which is relatively shallow for Witwatersrand gold deposits. The average thickness of the reef is 35 cm.

Exploration History

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

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

            In August 2002, Great Basin commissioned GeoActiv (Pty) Ltd to complete a geological review of the project and resource estimates for Area 1 and 2, and Behre Dolbear & Company to review the engineering considerations for the Burnstone Project. Great Basin acquired the right to purchase Southgold in November 2002 and commenced a drilling program in January 2003. Great Basin drilled approximately 65,190 m (214,000 ft) in 101 master holes and deflections on the property in 2003. Thirty holes were drilled at Area 1 from January-April, and expenditures met Great Basin’s initial US$1.5 million commitment. Great Basin’s staff and South African consultants compiled new data from drilling with historic information, and updated the geological model for the Area 1 deposit, and Behre Dolbear estimated the Area 1 mineral resource in June 2003.

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

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

            From January 2003 to October 2004, Great Basin drilled 125,000 m (410,100 ft) of NQ core in 193 drill holes in Areas 1-4.

            A resource estimate was announced in February 2005 that was superseded by an estimate in December 2005, done in conjunction with the Burnstone Feasibility Study, further detailed below under Estimates of Mineralization.

            Positive results were received from a Feasibility Study of Area 1 of the Project in May 2006. The Study used measured and indicated mineral resources outlined by drilling on the Burnstone Project to December 2005 which, at a 400 cmg/t cut-off, are 29.0 million tonnes grading 7.63 g/t, containing about 7.1 million ounces. Of these, 19.8 million tonnes grading 9.22 g/t are measured and 9.2 million tonnes grading 4.20 g/t are indicated. These Mineral Resources include the Mineral Reserves in the Table below.

  – 30 – Annual Information Form and Form 40-F

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

Table 5.Burnstone project – May 2006 feasibility study results

Pre-tax results, Gold Price of US$450/oz, 100% ownership and 100% equity finance ZAR/US$ exchange rate of ZAR7.00 = US$1.00
Proven & Probable Reserves (4 g/t cut-off)	15.9 million tonnes grading 4.65 g/t**, containing 2.4 million ounces
Gold recovery	95%
Annual gold production	214,000 ounces at full production
Life of mine gold production	2.26 million ounces
Mine life	14 years including 4 years pre-production
Full Employment	2,000 people
Capital Costs	ZAR (millions)	US$ (millions)
Total	1,013	144.5
Operating Costs	ZAR/t milled	US$/t milled
Total	256.41	36.65 (rounded)
Cash costs	ZAR/kg	US$/oz
Mine Site Costs	57,256	254.42
All-in Costs	72,714	323.11
Pre-tax cash flow	ZAR (millions)	US$ (millions)
Average annual	183	26
Life of Mine	2,006	287
Financial results	ZAR (millions)	US$ (millions)
Net Present Value (5% discount)	972.3	138.9
Internal Rate of Return	18.3%

**net of dilution factor applicable to grade

            The proved and probable reserves have been determined in terms of Canadian regulations under NI 43-101, which differ from the U.S. Securities and Exchange Commission’s standards for such classification.

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

Sampling and Analysis update

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

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

  – 31 – Annual Information Form and Form 40-F

            Between January 2003 and December 2004, Great Basin completed 193 primary boreholes and 611 wedged holes on main gold trend on the property. Drill core was boxed at the drill and shipped daily to the secure logging facility at Balfour, South Africa. At Balfour, the drill core was photographed, geologically logged and selectively sampled. A detailed protocol established by GeoActiv (Pty) Ltd. was used to ensure sampling of the primary target Kimberley Reef rock cores was done correctly and the pertinent sampling information recorded for resource analysis studies. Digital photographs were taken of each box of core and the images archived on CD-ROM.

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

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

Quality Control

            Samples are placed in bags and sealed with numbered “Pull-Tite” chain of custody security seals and stored in a locked and secured Southgold building prior to deliver to the analytical laboratory. In addition to the regular mainstream samples, quality control/quality assurance (QAQC) samples were inserted in the sample stream by GeoActiv at Balfour for preparation and analysis at the analytical laboratory. Standard reference samples were inserted as pulps, and blank samples (taken from the overlying drab quartzite) were inserted as half core splits within the regular sample number sequence. The identities of the standards and blanks were not revealed to analytical laboratory. Duplicate samples were selected and shipped to a second laboratory for analysis.

Security of Samples

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

Burnstone Optimized Feasibility Study and Phase I Development

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

            In June 2007 we announced the results of the Updated and Optimized Feasibility Study, as described in the “Technical Report on the Update and Optimisation of the May 2006 Feasibility Study for the Burnstone Project, Balfour, Mpumalanga Province, Republic of South Africa” dated June 21 2007 (the “Optimized Feasibility Study”), prepared by international mining consultants Behre Dolbear & Company Ltd., based on a full review of the results of the components of the Burnstone Feasibility Study by Derek Rance, P.Eng., who is an independent qualified person as defined by NI 43-101. Individual components of the study were completed by the following South African consultants, each of which is an independent qualified person under NI 43-101:

• Geology and mineral resources were reviewed and updated for the Burnstone Feasibility Study by Harry Meadon, Pr.Sci.Nat., of HM Exploration CC, and Deon van der Heever, Pr.Sci.Nat., of GeoLogix Mineral Resource Consultants (Pty) Ltd.

  – 32 – Annual Information Form and Form 40-F

• Mineral reserves, mine planning and design aspects were developed by Turgis Consulting (Pty) Ltd., under the supervision of Clive Brown, Pr.Eng, MSAIMM.

• Mill process and plant design work was done by MDM Ferroman, and metallurgical testwork by Mintek Laboratories, all under the supervision of David Dodd, FSAIMM, of MDM Ferroman.

• Environmental & permitting, tailings, water supply and infrastructure studies were conducted by Knight Piesold (Pty) Ltd. and other subcontractors, under the supervision of Joanna Goeller, Environmental Impact Assessment Practitioner, and R.J. Scheurenberg, Pr.Eng.

            Since the initial feasibility report in May 2006, additional surface exploration drilling and mine planning has taken place. Inclusion of Area 2 for consideration of mining, and expansion of Area 1 have increased the available ounces of gold that can be accessed for development and extraction at the Burnstone Project from 2.4 million ounces to 3.5 million ounces, an increase of 46% (Table 7).

Cautionary Note to Investors Concerning Estimates of Measured and Indicated Resources

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

Table 6. Burnstone Project Measured and Indicated Resources January 2007
Used for Optimized Feasibility Study

Category	Cut-off cmg/t	Tonnes	Grade g/t	Contained Gold Oz
Measured	350	26,221,000	8.99	7,582,000
	400	21,045,000	9.69	6,555,000
Indicated	350	9,262,000	4.53	1,348,000
	400	8,245,000	4.28	1,135,000
Measured &	350	35,483,000	7.83	8,930,000
Indicated	400	29,291,000	8.17	7,690,000

            The Company’s rights to two of the farms (portions of Doornhoek 577 IR), which are outside of those included in the 2006 Burnstone Feasibility Study, are subject to an option from Puma as described in Item 4. These farms represent approximately 435,000 of the ounces in the additional measured and 29,000 of the ounces in the additional indicated categories at Burnstone, using a 400 cmg/t cut-off and have been included in the table above.

            For the Optimized Feasibility Study, Area 1 was re-evaluated, the mine design was improved and proven technology incorporated. This mining region is planned to be accessed through a single decline for personnel and equipment with a vertical shaft with a depth of 495 m (1,625 ft) being used for the hoisting of ore and waste. The Area 2 will be accessed through a twin decline for personnel and equipment as well as the extraction of ore and waste. The two operations are in close proximity and will share surface infrastructure, systems and business services. Under the optimized scenario, the annual production rate is increased by 19% to 254,000 ounces.

Table 7. Burnstone Gold Project Mineral Reserves at 4 g/t gold cut-off June 2007

Category	Tonnes	Grade g/t	Contained Gold Oz
Proven	21,453,000	4.52	3,115,000
Probable	2,683,000	4.19	361,000
Proven & Probable	24,100,000	4.5	3,477,000

** The Mineral Reserves are contained within the Mineral Resources in Table 5 above.

  – 33 – Annual Information Form and Form 40-F

            The key results from the optimized study, based on a long term gold price of US$550/oz, an exchange rate of South African Rand (ZAR) 7.50 to the US Dollar (US$) and a discount rate of 5%, are summarized below:

Table 8. Burnstone Project Optimized Feasibility Study Results – June 2007

Metallurgical Recovery	95%
Recovered Gold (LoM)	3.3 million oz
Average Annual Gold Recovery	254,000 oz during mill life
Pre-production period	4 years to end of 2009
Mill start-up (100,000 tonnes per month)	Jan 2010
Mill full production @ 175,000 tonnes per month	8.5 years to March 2020
All-in capital and operating costs	US$355 per oz ZAR 82,917 per kilogram
Cash mine operating costs	US$283 per ounce ZAR 66,091 per kilogram
Capital Cost	US$238 million ZAR 1,787 million
Life of Mine	19 years including 4 years pre-production
IRR NPV (5%) NPV (10%)	23.5% US$322 million US$156 million
Payback	42/3 years after mill start-up

            At a gold price of US$650 the NPV of the project at a 5% discount rate increases to US$519 million and the IRR to 31.97% .

Mine Plan

            The Burnstone Optimized Feasibility Study recommends flexible, mechanized materials handling and conventional narrow reef underground mining of the Burnstone deposit, utilizing a combination of a decline and a vertical shaft for access for Area 1 and a twin decline for Area 2. Development will occur in two phases. First, a 4.5 -m wide by 4.8 -m high decline will be developed to enable early access to the ore body for some mining. A 26,000 tonne bulk sample will be extracted and processed in order to confirm previous metallurgical test work. Second, a 7.5 -m diameter vertical shaft will be developed and commissioned and then a twin 4.5 -m wide by 4.8 -m high decline will be developed for Area 2. During July 2006, construction of the decline commenced, and as at December 2007, the decline had advanced to 1,283.2 m from the portal entrance. At full production, miners and equipment will use the decline for access and the shaft for hoisting ore and mine rock to surface. Full employment would entail approximately 2,000 people. Our test program is being conducted in accordance with the Minerals Act 50 of 1991 which continues to have application pursuant to the Minerals and Petroleum Resources Development Act, 2002 (the “MPRDA”). Although our revised environmental management plans submitted to the DME have not yet been approved, we believe that all our pre-development work undertaken to date has been in accordance with the standards prescribed by the applicable legislation.

  – 34 – Annual Information Form and Form 40-F

            The Burnstone processing plant has been designed with a nominal capacity of 175,000 tonnes per month, and consists of conventional crushing, grinding and ball milling, followed by gravity separation and carbon-in-leach treatment prior to gold refining. Expected metallurgical recovery is 95%, with 3.3 million ounces expected to be recovered over the 19-year mine life.

Exploration Program Progress

            The ongoing exploration program, comprising of infill and step-out drill holes, is designed to upgrade and expand the mineral resources in Area 1 and Area 2 and continues to return good results. A new estimate of the mineral resource was announced in February 2008 (see item 5 Burnstone Property, Recent Exploration and Information and Estimates of Mineralization).

            The Company is currently advancing the first of a two stage development program designed to take the Burnstone Project to production. The current program, involving construction of a decline and taking a bulk sample is underway. To mid February 2008, the decline had progressed to approximately 1,430 meters from the portal entrance and trial mining is expected to commence in the second half of 2008.

Estimates of Mineralization

            Results from 15 additional drill holes have been incorporated into the resource model (database of 245 holes) and new mineral resources estimated, which are tabulated below. Although the undiluted average grade has decreased by 16% to 6.9 g/t, total contained gold in the measured and indicated resources has increased by 41% to approximately 11 million ounces. At the cut-off grade of 400 cmg/t gold (the equivalent of 4 g/t over 1 meter) highlighted below, 3.2 million ounces of gold have been added to the total measured and indicated resources (an increase of 41%) and approximately 2.0 million ounces have been added to the inferred resources (an increase of 486%).

            The estimates were done using a geostatistical method by Deon van den Heever, Pr.Sci.Nat., of Geologix Mineral Resource Consultants (Pty) Ltd., an independent Qualified Person as defined by Canadian Securities Regulations in National Instrument 43-101.

Cautionary Note to Investors Concerning Estimates of Measured and Indicated Resources

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

Table 9. Burnstone Measured and Indicated Mineral Resources, January 2008

Category	Cut-off cmg/t	Tonnes	Grade g/t	Contained Gold2 Oz
Measured	350	39,000,000	7.56	9,474,000
	400	33,800,000	7.80	8,484,000
Indicated	350	15,700,000	4.95	2,503,000
	400	15,100,000	4.89	2,372,000
Measured + Indicated	350	54,700,000	6.81	11,977,200
	400	48,900,000	6.90	10,856,000

  – 35 – Annual Information Form and Form 40-F

Cautionary Note to Investors Concerning Estimates of Inferred Resources

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

Table 10. Burnstone Project, Inferred Mineral Resources, January 2008

Category	Cut-off cmg/t	Tonnes	Grade g/t	Contained Gold2 Oz
Inferred	350	18,600,000	4.42	2,642,000
	400	17,000,000	4.37	2,394,000

Notes to tables:
(1) Mineral resources that are not mineral reserves do not have demonstrated economic viability.
(2) Metallurgical recoveries are assumed to be 100%.

As the exploration program is continuing, further updates will be forthcoming.

Significant plant acquisition

            During the year ended December 31, 2007 the Company acquired a second-hand metallurgical plant from Morobe Consolidated Goldfields Ltd for a total consideration of US$5,600,000.

            The plant was purchased by Southgold Exploration, and will be constructed on the Burnstone Property and be utilized by the Burnstone operations. Shipment of the plant commenced under the supervision of a third party contractor and the first dispatch arrived in South Africa on November 27, 2007. The containers were transported to and are currently on the Burnstone Property. The second dispatch is currently underway to South Africa and is expected at the Durban port by the end of April 2008. Components will have to undergo refurbishment before construction of the plant. Construction is expected to be completed by third quarter of 2009, commissioning during the fourth quarter of 2009 and the plant to be put into operation at the latest January 2010.

Plans for 2008

• At Burnstone the Company plans to develop the decline to the position where the first reef drive will be established to commence with the 26,000 tonne bulk sample in the second part of the year.

• In addition, while the development of the decline is expected to continue to shaft position, the shaft sinking contractor will continue with site establishment with the objective of sinking the shaft down to 501 m below surface.

• The Company also plan to commence with the refurbishment of the metallurgical plant which was purchased in 2007.

• Exploration will continue at Burnstone, the focus being Area 4 which is adjacent to Area 1. The plan is to increase the resource of the Burnstone Project area.

  – 36 – Annual Information Form and Form 40-F

ITEM 6.        RISK FACTORS

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

            General Mining Risks

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

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

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

            Mineral resource exploration is a speculative business and involves a high degree of risk. We have completed feasibility studies which outlines mineral reserves at both Burnstone and Hollister properties. The exploration for and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Although the discovery of an ore body may result in substantial rewards, few explored properties are ultimately developed into producing mines. Significant expenditures may be required to locate and establish ore reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the current exploration programs planned by us will result in a profitable commercial mining operation. Significant capital investment is required to achieve commercial production from successful exploration efforts.

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

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

            The significant risks of mineral exploration to which we are subject include risks relating to exploratory drilling. Due to the worldwide upturn in the mineral exploration industry, it has become more difficult for companies exploring for minerals to secure drilling rigs and drilling personnel on a timely basis. In addition, costs relating to exploratory drilling are currently rising. We may not be able secure drilling contractors, rigs and personnel during our desired time periods and at our expected costs.

Our properties have not produced any commercial ore.

            Our mineral projects, including the Hollister Property and the Burnstone Project, are in the exploration and development stages and we have a feasibility studies that outlines mineral reserves at both the Hollister Project and the Burnstone Project under NI 43-101 standards. Although we believe that the available exploration data is encouraging regarding these properties, there can be no assurance that a commercially mineable ore body exists or is extractable on any of our properties. There is no certainty that any expenditure made in the exploration of our mineral properties will result in the discovery or extraction of commercially recoverable quantities of ore.

  – 37 – Annual Information Form and Form 40-F

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

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

• Sales or leasing of gold by governments and central banks;

• a weak US dollar of late may strengthen at some point;

• Global or regional recession or reduced economic activity;

• Speculative trading; and

• Decreased demand for industrial uses, use in jewellery or investment as gold prices rise.

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

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

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

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

            In the course of exploration, development and production of mineral properties, several risks and, in particular, unexpected or unusual geological or operating conditions, may occur. It is not always possible to fully insure against such risks, and we may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in an increase in costs and a decline in the value of our securities.

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

  – 38 – Annual Information Form and Form 40-F

Risks More Specifically Relating to the Hollister Property

Investors should not place undue reliance on the Hollister Feasibility Study

            The Hollister Feasibility Study prepared on the HDB was prepared to quantify the capital and operating cost parameters and to determine the project’s likelihood of feasibility and optimal production rate. The capital and operating cost estimates which were used have been developed based on detailed capital cost to production level relationships.

            The following are the principal risk factors and uncertainties which, in management’s opinion, are likely to most directly affect the ultimate feasibility of the Hollister Project. The mineralized material at the Hollister Project is currently classified as a measured and indicated resource as well as proven and probable reserve under NI 43-101. Although final feasibility work has been done to confirm the mine design, mining methods and processing methods proposed in the Feasibility Study, construction and operation of the mine and processing facilities depend on securing environmental and other permits on a timely basis. Although costs, including design, procurement, construction and on-going operating costs and metal recoveries have been established at a level of detail required for a feasibility study, final costs could be materially different from those contained in the Feasibility Study. There can be no assurance that infrastructure facilities can be developed on a timely and cost-effective basis. Energy risks include the potential for significant increases in the cost of fuel and electricity.

            The Feasibility Study assumes specified, long-term price levels for gold of US$550/oz. The price of this metal has historically been volatile, and the Company has no control of or influence on its price, which is determined in international markets. There can be no assurance that the price of gold will remain at current levels or that it will not decline below the prices assumed in the Feasibility Study. Prices for gold have been below the price ranges assumed in Feasibility Study at times during the past ten years, and for extended periods of time. The project will require major financing, probably a combination of debt and equity financing. There can be no assurance that debt and/or equity financing will be available on acceptable terms.

            Other general risks include those typical of very large construction projects, including the general uncertainties inherent in engineering and construction cost, the need to comply with generally increasing environmental obligations, and accommodation of local and community concerns.

Permit restriction on production

            At Hollister, production is expected to commence during the second quarter of 2008. The permitted production of the Hollister Project is currently limited to 120,000tons over a period of five years in accordance with current permitting received. In 2008, the Company expects to produce 80,000oz gold equivalent from approximately 55,000 tons of ore at the Hollister Project.

We could incur substantial costs due to the environmental impact of our mining operations

            The Company’s activities at Hollister are subject to extensive federal, provincial, state and local laws and regulations governing environmental protection. We must obtain governmental permits and provide associated financial assurances to carry on certain activities. We are also subject to various reclamation-related conditions imposed under federal, state or provincial air, water quality and mine reclamation rules and permits.

            Failure to comply with the appropriate environmental laws can lead to injunctions, damages, suspension or revocation of permits and the imposition of penalties. There can be no assurance that the Company has been or will at all times be in complete compliance with such laws or permits or that the cost of complying with current and future environmental laws and permits will not materially adversely affect our future cash flow, results of operations or financial condition.

  – 39 – Annual Information Form and Form 40-F

Changes in mining legislation could adversely affect our operations.

            The Bumpers-Rahall Bill that aims to overhaul the General Mining Law of 1872 is currently being considered by the US Legislature. This Bill encourages development of hardrock minerals on public lands. They indicated that the Bush Administration would consider a royalty on hardrock mining on public lands. Should the Bill be enacted into law the royalty provisions, whether should be gross or net profits, could adversely affect continued mineral production at Hollister.

Risks More Specifically Relating to South Africa and the Burnstone Project

General

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

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

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

Investors should not place undue reliance on the Burnstone Feasibility Study

            The Burnstone Feasibility Study prepared on the Burnstone Project was prepared to quantify the Burnstone Project’s capital and operating cost parameters and to determine the project’s likelihood of feasibility and optimal production rate. The capital and operating cost estimates which were used have been developed based on detailed capital cost to production level relationships.

            The following are the principal risk factors and uncertainties which, in management’s opinion, are likely to most directly affect the ultimate feasibility of the Burnstone Project. The mineralized material at the Burnstone Project is currently classified as a measured and indicated resource, and a portion of it qualifies under Canadian mining disclosure standards as a proven and probable reserve, but readers are cautioned that no part of the Burnstone Project’s mineralization is yet considered to be a reserve under US Securities and Exchange Commission standards, as all necessary mining permits would be required to be in hand on issuance imminent in order to classify the project’s mineralized material as an economically exploitable reserve under such standards.

            Although final feasibility work has been done to confirm the mine design, mining methods and processing methods proposed in the Feasibility Study, construction and operation of the mine and processing facilities depend on securing environmental and other permits on a timely basis. Although costs, including design, procurement, construction and on-going operating costs and metal recoveries have been established at a level of detail required for a feasibility study, final costs could be materially different from those contained in the Feasibility Study. There can be no assurance that infrastructure facilities can be developed on a timely and cost-effective basis. Energy risks include the potential for significant increases in the cost of fuel and electricity.

  – 40– Annual Information Form and Form 40-F

            Although the Company has not yet been allocated a mining right at the Burnstone Project, the Company submitted its application for the Mining Rights over the Burnstone Project in September 2007 to the Department of Minerals and Energy (“DME”). The DME has acknowledged receipt of the application and has commenced with the processing thereof. The processing and granting of an application for a mining right by the DME takes approximately 12 months to complete.

            The Feasibility Study assumes specified, long-term price levels for gold of US$550/oz. The price of this metal has historically been volatile, and the Company has no control of or influence on its price, which is determined in international markets. There can be no assurance that the price of gold will remain at current levels or that it will not decline below the prices assumed in the Feasibility Study. Prices for gold have been below the price ranges assumed in Feasibility Study at times during the past ten years, and for extended periods of time. The project will require major financing, probably a combination of debt and equity financing. There can be no assurance that debt and/or equity financing will be available on acceptable terms.

            Other general risks include those typical of very large construction projects, including the general uncertainties inherent in engineering and construction cost, the need to comply with generally increasing environmental obligations, and accommodation of local and community concerns. The economics of the Burnstone Project are sensitive to the US Dollar and South African Rand exchange rate, and this rate has been subject to large fluctuations in the last several years.

Changes in mining legislation could adversely affect our operations.

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

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

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

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

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

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

  – 41– Annual Information Form and Form 40-F

            The Mining Charter’s stated objectives include the:

• expansion of opportunities for persons disadvantaged by unfair discrimination under the previous political dispensation;

• expansion of the skills base of such persons;

• promotion of employment and advancement of the social and economic welfare of mining communities; and

• promotion of beneficiation within South Africa.

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

            We cannot be certain that we will continue to be in compliance with the BEE requirements, which theoretically can be changed by legislative acts of the South African government at any time. Other future events or circumstances could result in our non-compliance if, as possible examples, our BEE partner disposes of a sufficient number of the approximately 19.94 million of our shares purchased by it , or if our BEE partner is diluted out of or otherwise loses its interest in such shares or in any interest it may acquire in our Southgold subsidiary.

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

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

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

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

  – 42– Annual Information Form and Form 40-F

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

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

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

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

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

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

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

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

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

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

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

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

  – 43 – Annual Information Form and Form 40-F

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

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

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

Risks Related to Common Shares

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

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

Our common shares may experience price and volume

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

We have a limited history of earnings.

            We and our predecessor companies have an 18-year history of losses, and there can be no assurance that we will ever be profitable. We anticipate that we will retain future earnings and other cash resources for the future operation and development of our business. We have not paid dividends since incorporation, and we do not anticipate paying dividends in the foreseeable future. Payment of any future dividends is at the discretion of our board of directors after taking into account many factors including our operating results, financial condition and anticipated cash needs. As stated above we have generated revenue in 2007 by way of processing ore that was mined whilst ‘drifting’ on reef during development. The total revenue for 2007 was US$ 2,743,960.

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

            We may issue additional common shares in the future pursuant to a number of existing agreements, in particular the February 4, 2008 agreement to acquire the balance of Rusaf Gold Ltd. for 3% of our outstanding shares with a commitment to issue further shares contingent on exploration success on Rusaf properties over the next three years.

  – 44– Annual Information Form and Form 40-F

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

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

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

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

We believe that we are a PFIC for U.S. federal income tax purposes.

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

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

Risks Relating to Financial Matters

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

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

Risks Relating to our Business and Operations

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

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

  – 45– Annual Information Form and Form 40-F

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

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

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

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

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

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

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

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

• estimation of reserves;

• anticipated metallurgical recoveries;

• environmental considerations and permitting;

• future gold prices; and

• anticipated capital and operating costs.

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

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

  – 46– Annual Information Form and Form 40-F

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

• unanticipated changes in grade and tonnage of ore to be mined and processed;

• unanticipated adverse geotechnical conditions;

• incorrect data on which engineering assumptions are made;

• costs of constructing and operating a mine in a specific environment;

• availability and costs of processing and refining facilities;

• availability of economic sources of power;

• adequacy of water supply;

• adequate access to the site, including competing land uses (such as agriculture);

• unanticipated transportation costs;

• government regulations (including regulations regarding prices, royalties, duties, taxes, permitting, restrictions on production, quotas on exportation of minerals, as well as the costs of protection of the environment and agricultural lands);

• title claims, including aboriginal land claims;

• fluctuations in prices of precious metals; and

• accidents, labour actions and force majeure events.

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

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

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

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

  – 47– Annual Information Form and Form 40-F

We compete with other companies with greater financial resources.

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

We are subject to litigation risks.

            All industries, including the mining industry, are subject to legal claims, with and without merit. We have in the past and may from time to time be involved in various routine legal proceedings although no such proceedings are currently ongoing. While we believe it is unlikely that the final outcome of these legal proceedings will have a material adverse effect on our financial position or results of operation, defence and settlement costs can be substantial, even with respect to claims that have no merit.

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

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

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

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

ITEM 7.        DIVIDENDS

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

ITEM 8.        DESCRIPTION OF CAPITAL STRUCTURE

            Great Basin's share capital consists of common shares without par value, of which an unlimited number of shares are authorized and 203,395,902 common shares without par value were issued and outstanding as fully paid and non-assessable as of December 31, 2007 as well as 31,433,202 share purchase warrants outstanding at that date. As of March 28, 2008, there were 204,508,931 common shares issued and outstanding as fully paid and non-assessable and 31,053,173 share purchase warrants. The accompanying audited consolidated financial statements provide details of all share issuances affected by Great Basin since December 31, 2005.

            On April 19, 2007, the Company completed an offering of 57,500,000 units at a price of $2.60 per unit for gross proceeds of $149,500,000. Each unit consisted of one common share and one-half of a common share purchase warrant of the company. The common shares and warrants comprising the units separated immediately upon the closing of the transaction.

  – 48– Annual Information Form and Form 40-F

            Each whole purchase warrant entitles the holder thereof to purchase one common share of the company at a price of $3.50 per share until April 20, 2009. The 28,750,000 warrants have been recorded with an estimated fair value of $16,210,226 (using expected volatility of 56.9%, risk free interest rate of 4%, dividends of nil, a share price of $2.48 and remaining life of approximately 2 years).

            The Company paid the underwriters a commission of $9,870,000 and incurred other share issue costs of approximately $1,991,905 for net proceeds of $137,638,095 of which $121,427,869 has been recorded as share capital and $16,210,226 as warrants.

            The Company completed the financing of the agreement to purchase Hecla’s 50% earn-in rights and certain tangible assets in the HDB with the issuance of 7,930,214 common shares on April 19, 2007. The shares have been valued at their quoted price of $2.48 per share on the date of issuance.

            On October 1, 2007 Tranter Burnstone (Proprietary) Limited ("Tranter Burnstone"), a subsidiary of Tranter Gold (Proprietary) Limited (Tranter Gold), subscribed for 812 new ordinary shares in Southgold Exploration (Proprietary) Limited ("Southgold"), a wholly-owned subsidiary of the Company, for a purchase consideration of R260 million ($38 million) in cash, which, following the issue of allotment of the new Southgold shares, constituted 26% of the entire issued share capital of Southgold.

            Following the implementation of the Southgold subscription, the Company purchased the new Southgold shares from Tranter Burnstone in exchange for the issue of 19,938,650 common shares in Great Basin Gold to Tranter Burnstone.

            As of March 28, 2008, there are 13,145,171 options and 31,053,173 warrants outstanding to purchase common shares. The options have an average exercise price of $2.49. 28,750,000 of the warrants have an exercise price of $3.50, 618,861 warrants have an exercise price of US$1.80 (ZAR12.90) and 1,684,312 have an exercise price of $3.00 (ZAR21.78) .

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

ITEM 9.        MARKET FOR SECURITIES

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

	TSX:GBG.TO			JSE: GBG			AMEX: GBN
	High	Low	Volume	High	Low	Volume	High	Low	Volume
	Canadian			South African			United States
	Dollars			Rand			Dollars
Last fourteen months
February 2008	$3.39	$2.78	566 731	R26.10	R21.84	228 704	$3.46	$2.83	559 677
January 2008	$3.40	$2.93	829 777	R22.00	R18.80	213 396	$3.31	$2.92	628 280

  – 49– Annual Information Form and Form 40-F

	TSX:GBG.TO			JSE: GBG			AMEX: GBN
	High	Low	Volume	High	Low	Volume	High	Low	Volume
	Canadian			South African			United States
	Dollars			Rand			Dollars
December 2007	$3.10	$2.53	555 569	R19.80	R18.00	252 785	$3.10	$2.25	690 802
November 2007	$3.37	$2.80	349 969	R24.00	R19.75	85 470	$3.59	$2.83	427 567
October 2007	$3.45	$2.90	876 808	R23.34	R20.50	141 324	$3.62	$2.94	601 098
September 2007	$3.01	$2.36	791 128	R21.50	R16.00	198 975	$3.01	$2.23	463 653
August 2007	$2.91	$2.01	629 229	R20.07	R14.08	18 570	$2.75	$1.89	524 104
July 2007	$3.24	$2.78	424 826	R21.75	R18.50	81 419	$3.13	$2.57	475 252
June 2007	$2.88	$2.45	482 806	R19.00	R17.70	63 114	$2.70	$2.35	295 729
May 2007	$2.82	$2.48	776 564	R18.85	R16.55	148 127	$2.57	$2.25	332 436
April 2007	$2.75	$2.28	1 200 497	R18.00	R14.00	94 985	$2.42	$1.96	515 890
March 2007	$2.55	$2.26	187 742	R16.00	R14.50	17 970	$2.19	$1.92	314 123
February 2007	$2.64	$2.14	162 943	R15.58	R13.27	63 575	$2.27	$1.83	368 652
January 2007	$2.20	$1.88	79 429	R14.40	R10.90	108 355	$1.87	$1.60	218 925

By fiscal quarter
Quarter ended December 31, 2007	$3.45	$2.53	595 951	R24.00	R18.00	153 665	$3.62	$2.25	572 191
Quarter ended September 30, 2007	$3.24	$2.01	609 610	R21.75	R14.08	94 919	$3.13	$1.89	489 589
Quarter ended June 30, 2007	$2.88	$2.28	813 226	R19.00	R14.00	103 179	$2.70	$1.96	378 440
Quarter ended March 31, 2007	$2.64	$1.88	142 760	R16.00	R10.90	64 011	$2.27	$1.60	299 895
Quarter ended December 31, 2006	$2.28	$1.46	119985	R15.40	R11.82	45 774	$2.03	$1.30	258 389
Quarter ended September 30, 2006	$2.07	$1.45	102 487	n/a	n/a	n/a	$1.84	$1.27	188 173
Quarter ended June 30, 2006	$2.70	$1.69	213 720	n/a	n/a	n/a	$2.44	$1.51	347 630
Quarter ended March 31, 2006	$2.60	$1.77	156 451	n/a	n/a	n/a	$2.21	$1.54	303 074
Quarter ended December 31, 2005	$1.80	$1.01	119 740	n/a	n/a	n/a	$1.56	$0.86	223 084
Quarter ended September 30, 2005	$1.28	$0.99	51 111	n/a	n/a	n/a	$1.03	$0.83	131 364
Quarter ended June 30, 2005	$1.38	$1.01	35 426	n/a	n/a	n/a	$1.13	$0.79	122 127
Quarter ended March 31, 2005	$1.55	$1.33	72 520	n/a	n/a	n/a	$1.30	$1.11	174 252

By fiscal year
Year ended December 31, 2007	$3.45	$1.88	538 534	R24.00	R10.90	103 950	$3.62	$1.60	436 652
Year ended December 31, 2006	$2.70	$1.45	148 488	R15.40	R11.82	45 774	$2.44	$1.27	274 202
Year ended December 31, 2005	$1.80	$0.99	69 151	n/a	n/a	n/a	$1.56	$0.79	162 330
Year ended December 31, 2004	$3.70	$1.41	85 947	n/a	n/a	n/a	$2.90	$1.09	262 252
Year ended December 31, 2003	$3.90	$1.13	160 834	n/a	n/a	n/a	$3.00	$0.83	254 493
Year ended December 31, 2002	$2.30	$0.82	45 144	n/a	n/a	n/a	$1.52	$0.52	81 664

Source: Bloomberg

ITEM 10.        ESCROWED SECURITIES

            There are no shares of Great Basin held in escrow.

  – 50– Annual Information Form and Form 40-F

ITEM 11.        DIRECTORS AND OFFICERS

            The names and municipalities of residence of the directors and officers of the Company, their principal occupations during the past five years, and the period of time they have served as directors or officers of Great Basin are as follows. Except where indicated, each director and senior officer of Great Basin has held the same or similar principal occupation with the organization indicated or a predecessor thereof for the last five years.

A. Directors

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

            At the annual general meeting held on June 19, 2007, directors listed above were re-elected to a one-year term of office expiring at the next annual general meeting of Great Basin, which is expected to be held on June 23, 2008. Based on insider reports filed on www.sedi.ca, as at March 28, 2008, the above directors and officers beneficially owned, directly or indirectly, or exercised control or direction over 1,615,383 common shares of the Company (0.79%), or 6,037,717 common shares on a fully diluted basis (2.95%) ..

  – 51– Annual Information Form and Form 40-F

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

Committee	Membership
	David M.S. Elliott
Audit Committee	H. Wayne Kirk
	Walter T. Segsworth
	Patrick R. Cooke
	T. Barry Coughlan
Compensation Committee	David M.S. Elliott
	Patrick R. Cooke
	Sipho A. Nkosi
	T. Barry Coughlan
Nominating and Corporate Governance Committee	Patrick R. Cooke
	H. Wayne Kirk
	Sipho A. Nkosi

            The mandate of each of these committees is more particularly described in Great Basin’s management information circular filed on www.sedar.com on May 26, 2006 and on the Company’s website at www.grtbasin.com.

            The following biographies have been provided by the individual directors.

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

PATRICK COOKE, B.Comm. (Wits), CA (SA) – Director

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

Mr. Cooke has been involved with the Pangea Group initially as a consultant on the Burnstone Project and the vending of that project to the Company and has recently joined the Pangea Group as Financial Director.

Mr. Cooke is, or was within the past five years, a director of the following reporting issuers in Canada or a foreign jurisdiction:

Company	Positions Held	From	To
Pangea Diamond Fields PLC (1)	Director	August 2006	Present
Great Basin Gold Ltd.	Director	April 2006	Present

  – 52– Annual Information Form and Form 40-F

Note:

(1) London Stock Exchange.

DAVID COPELAND, P.Eng. – Director

David 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 the Company and other companies for which Hunter Dickinson Inc., a private company with certain directors in common with the Company, provides consulting services. He is also a director of Hunter Dickinson Inc.

Mr. Copeland is, or was within the past five years, a director of the following reporting issuers in Canada or a foreign jurisdiction:

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

BARRY COUGHLAN, B.A. – Director

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 five years, a director of the following reporting issuers in Canada or a foreign jurisdiction:

Company	Positions Held	From	To
Continental Minerals Corporation	Director	May 2006	Present
Farallon Resources Ltd.	Director	March 1998	Present
Great Basin Gold Ltd.	Director	February 1998	Present
Icon Industries Ltd.	President, CEO and Director	September 1991	Present
Quartz Mountain Resources Ltd.	Director	January 2005	Present

  – 53 – Annual Information Form and Form 40-F

Company	Positions Held	From	To
Taseko Mines Limited	Director	February 2001	Present
Tri-Gold Resources Corp. (formerly Tri-Alpha Investments Ltd.)	President and Director	June 1986	Present
AMS Homecare Inc.	Director	November 2001	November 2004
Casamiro Resource Corp	Director	February 1995	August 2002

FERDINAND DIPPENAAR, B.Comm, B.Proc, MBA – President and CEO and Director

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

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

Mr. Dippenaar was appointed Director, President and CEO of Great Basin Gold Ltd. in December 2005.

Mr. Dippenaar is, or was within the past five years, a director of the following reporting issuers in Canada or a foreign jurisdiction:

Company	Positions Held	From	To
Kryso Resources Inc(1)	Director	April 2007	Present
Great Basin Gold Ltd.	Director, President and Chief Executive Officer	December 2005	Present
Harmony Gold Mining Co. Ltd. (2)	Executive Director	1997	November 2005

Notes:

(1)	London Stock Exchange. (AIM)
(2)	Johannesburg Securities Exchange Ltd.

DAVID ELLIOTT, B.Comm., ICD.D, F

David Elliott graduated from the University of British Columbia with a Bachelor of Commerce degree and then acquired a Chartered Accountant designation with KPMG LLP. In 2006, he became a certified director with the Institute of Corporate Directors. Mr. Elliott joined BC Sugar Company in 1976, working in a number of senior positions before becoming President and Chief Operating Officer of the operating subsidiary, Rogers Sugar. In 1997, he joined Lantic Sugar in Toronto as Executive Vice President. He also served as Chairman of the Canadian Sugar Institute. He became President and Chief Operating Officer of the International Group based in St Louis, Missouri in 1999, a company involved with food distribution as well as manufacturing and distribution of pet and animal feed. For several years, he worked with companies developing e-mail and data management services.

  – 54– Annual Information Form and Form 40-F

Mr. Elliott is, or was within the past five years, a director of the following reporting issuers in Canada or a foreign jurisdiction:

Company	Positions Held	From	To
Anooraq Resources Corporation	Director	April 2005	Present
Great Basin Gold Ltd.	Director	July 2004	Present
Northern Dynasty Minerals Ltd.	Director	July 2004	Present
Taseko Mines Limited	Director	July 2004	Present
StorageFlow Systems Corp.	Director	May 2002	June 2003
	President	May 2002	June 2004

WAYNE KIRK, LLB – Director

Wayne Kirk is a retired California State Attorney and Professional Consultant. With over 35 years professional experience Mr. Kirk also has over 9 years senior executive experience in the mining industry.

Mr. Kirk is a citizen of the United States and is a resident of California. A Harvard University graduate, Mr. Kirk received his law degree in 1968. From 1992 to 2001 Mr. Kirk was the Vice President, General Counsel and Corporate Secretary of Homestake Mining Company. Prior to his retirement in June 2004 he spent two years as Special Counsel for the law firm, Thelen Reid & Priest, in San Francisco.

Mr. Kirk is, or was within the past five years, a director of the following reporting issuers in Canada or a foreign jurisdiction:

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

SIPHO NKOSI, B.Comm (Hons) (Econ), MBA, Diploma in Market Management – Director

Sipho Nkosi began his career as a market analyst with Ford Motor Company South Africa in 1980. In 1986 he moved to Anglo American Coal Corporation where he worked as a marketing coordinator. In 1992 he joined Southern Life Association as senior manager, strategic planning. In 1993 he accepted the position of marketing manager, new business development at Trans-Natal Coal Corporation, which later became Ingwe Coal Corporation. In 1997 he joined Asea Brown Boveri (South Africa) Limited as vice president marketing. He joined ABB Power Generation in 1998 as managing director. He was the founder and chief executive officer of Eyesizwe Holdings since 2001. Mr. Nkosi was appointed as chief executive officer (designate) of Exxaro Resources Limited during November 2006.

  – 55– Annual Information Form and Form 40-F

Other current directorships: African Life Company (Pty) Ltd; Everest Systems Solutions (Pty) Ltd; Eyesizwe Coal (Pty) Ltd; Eyesizwe Holdings (Pty) Ltd; Eyesizwe Mining (Pty) Ltd; Gold Fields Coal Ltd; Richards Bay Coal Terminal Company Ltd; Amawazi Technologies; Southgold Exploration (Pty) Ltd;

Mr. Nkosi is or was within the past five years, a director of the following reporting issuers in Canada or a foreign jurisdiction:

Company	Positions Held	From	To
Exxaro Resources (1) Ltd (formerly Khumba Resources Ltd	Chief Exective Officer	November 2006	Present
Eyesizwe Coal (1)	Chief Executive Officer	June 2000	November 2006
Anooraq Resources Corporation	Director	September 2004	Present
Great Basin Gold Ltd.	Director	August 2003	Present

Note:

(1) Johannesburg Stock Exchange Ltd.

WALTER SEGSWORTH, P.Eng. – Director

Walter 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 five years, a director of the following reporting issuers in Canada or a foreign jurisdiction:

Company	Positions Held	From	To
Northern Dynasty Minerals Ltd.	Director	September 2004	Present
Anooraq Resources Corporation	Director	March 2004	September 2004
Great Basin Gold Ltd.	Director	January 2003	Present
Cumberland Resources	Director	May 2002	April 2007

  – 56– Annual Information Form and Form 40-F

Yukon Zinc Corp.	Director	February 2001	Present
Novagold Resources Inc.	Director	May 2002	November 2002
UEX Corporation	Director	March 2002	Present
Plutonic Power Corp	Director	October 2003	Present

RONALD THIESSEN, CA – Chairman of the Board and Director

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

Mr. Thiessen is, or was within the past five years, a director of the following reporting issuers in Canada or a foreign jurisdiction:

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

  – 57– Annual Information Form and Form 40-F

Company	Positions Held	From	To
	Chairman	November 2006	Present
Northern Dynasty Minerals Ltd.	Director	November 1995	Present
	President and Chief Executive Officer	November 2001	Present
Rockwell Ventures Inc.	Director	November 2000	Present
	President and Chief Executive Officer	November 2000	August 2006
	Chairman	September 2006	Present
Taseko Mines Limited	Director	October 1993	Present
	President and Chief Executive Officer	September 2000	July 2005
	Co-Chairman	July 2005	May 2006
	Chairman	May 2006	Present
Tri-Gold Resources Corp.	Director	July 1992	December 2006

B. Officers

Ferdinand Dippenaar	Chief Executive Officer	December 2005	Present
Zelda Mostert (Smit)	Chief Financial Officer	October 2006	December 2007
Lou van Vuuren	Chief Financial Officer	March 2008	Present
Johan Oelofse	Chief Operating officer	March 2006	Present
Willie Beckmann	Vice President, Business Services	March 2006	Present
Dawie Mostert	Vice President, Human Capital	March 2006	Present

Ferdinand Dippenaar
Position: Chief Executive Officer

            See Mr. Dippenaar’s biography under the heading “Directors” above.

Zelda Mostert (Smit)
Position: Chief Financial Officer

            Ms. Mostert (Smit) is a South African resident who qualified as a Chartered Accountant in 1997. After completing her articles with PricewaterhouseCoopers, Ms Smit worked in the financial services sector, primarily in banking and insurance, for five years. Ms. Mostert (Smit) was appointed Treasurer of Harmony Gold Mining Company Limited in January 2003. At Harmony, Ms. Mostert (Smit) gained extensive experience in mergers, acquisitions, debt issuance, risk management and project development and was a member of the executive team.

  – 58– Annual Information Form and Form 40-F

Ms. Mostert (Smit) has served on several boards, including Rand Mutual Assurance Limited and Kingfisher Insurance Company Limited, and was chair of the audit committees of both Rand Mutual Assurance Limited and Minemed Medical Aid. Ms. Mostert (Smit) resigned as Chief Financial Officer effective December 31, 2007. She was replaced by Lou van Vuuren who joined the Company on March 10, 2008 and she continues to provide consulting services to Great Basin.

Lou van Vuuren
Position: Chief Financial Officer

            Mr van Vuuren is a qualified Chartered Accountant and joined the company from PricewaterhouseCoopers. He brings along a wealth of experience in multi national companies listed on various world markets and the required regulatory requirements posed to such companies. He has been involved in the international gold mining sector for a number of years and gained valuable exposure during his involvement in various capital raising transactions a well as mergers and acquisitions.

Johan Oelofse
Position: Chief Operating Officer

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

Willie Beckmann
Position: Vice President: Business Services

            Mr. Beckmann is an accredited attorney, notary and conveyancer. Mr. Beckmann obtained the degrees B Juris LLB (1983) from the North West University. Mr. Beckmann started his career as an officer in the South African Defence Force where he gained extensive experience in administrative law, the drafting of legislation and investigatory review techniques. Mr. Beckmann joined the gold mining industry in 2002 as the group security manager of Harmony Gold Mining Company. Mr. Beckmann since then successfully founded the Legal and Compliance Department overseeing the security, legal and enterprise- wide risk management functions of Harmony. Mr. Beckmann joined Great Basin Gold in March 2006 responsible for the Legal and Compliance functions and business services.

Dawie Mostert
Position: Vice President: Human Capital

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

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

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

  – 59– Annual Information Form and Form 40-F

Potential Conflicts of Interest

            Several Directors of Great Basin also serve as directors of other similar companies involved in natural resource development. Accordingly, it may occur that properties will be offered to both Great Basin and such other companies. Furthermore, those other companies may participate in the same properties as those in which Great Basin has an interest. As a result there may be situations which involve a potential conflict of interest or issues in connection with the doctrine of “corporate opportunity”. In that event, a financially interested director would not be entitled to vote at meetings of directors in respect of a transaction involving the Company if it evokes any such conflict. The directors will attempt to avoid dealing with such other companies in situations where conflicts or corporate opportunity issues might arise and will at all times use their best efforts to act in the best interests of Great Basin. One Director, Sipho Nkosi is a director of our BEE partner Tranter Gold (Pty) Ltd and so has potential conflicts of interest in connection with serving on the board of a major shareholder at the same time he serves on the Company’s board.

ITEM 12.        PROMOTERS

            Not applicable.

ITEM 13.        LEGAL PROCEEDINGS

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

ITEM 14.        INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

            Apart from Sipho A. Nkosi a director if the Company who has a material interest in the Company’s BEE transaction, but who abstained from the relevant resolutions approving the transaction, none of the directors or senior officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any material transaction of the Company.

ITEM 15.        TRANSFER AGENT AND REGISTRAR

            The Company's registrar and transfer agent is Computershare Trust Company of Canada, located in Vancouver, BC as well as its South African affiliate at its Johannesburg office Great Basin maintains separate share registers.

  – 60– Annual Information Form and Form 40-F

ITEM 16.        MATERIAL CONTRACTS

Black Economic Empowerment Framework Agreement

            On August 8, 2007 the Company entered into a Purchase and Acquisition Agreement whereby Tranter Burnstone (Proprietary) Limited (“Tranter Burnstone”), a subsidiary of Tranter Gold, subscribed for 812 new ordinary shares in Southgold Exploration (Proprietary) Limited (“Southgold”), a wholly-owned subsidiary of Great Basin Gold, for a purchase consideration of R260 million in cash, which, following the issue and allotment of the new Southgold shares, constituted 26% of the entire issued share capital of Southgold. Following the implementation of the Southgold subscription, Great Basin Gold purchased the new Southgold shares from Tranter Burnstone in exchange for the issue by Great Basin Gold of 19,938,650 new ordinary shares in Great Basin Gold to Tranter Burnstone. Accordingly, Tranter Burnstone has become the owner of the new Great Basin Gold shares, which represented an equivalent effective interest on a see-through basis of at least 26% in Great Basin Gold’s South African Burnstone project as required by the Mineral and Petroleum Resources Development Act, 2002, and the Mining Charter. The issue and allotment of the new Great Basin Gold shares, constitutes approximately 9.3% of the issued share capital of Great Basin Gold on a fully diluted basis. The transaction is described in further detail in Item 4 and it completed on October 1, 2007

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

            On February 20, 2007, the company entered into an agreement with Hecla Ltd and Hecla Ventures Corp whereby Great Basin Gold purchased Hecla Ventures Corp and their “earned in to date” interest in the Hollister Development Block. The purchase consideration of US$ 60 million was payable as US$ 45 million in cash and US$ 15 million in shares. The agreement was closed on the 19th of April 2007, thereby giving GBG 100% ownership of the project.

Purchase of 37% followed by 63% of Rusaf Gold Ltd Shares not Already Owned by Great Basin

            During June to July, 2007, the Company entered into an agreement with Rusaf Gold Ltd. (“Rusaf”) whereby Great Basin acquired approximately 37% of the fully diluted equity shares of Rusuf for total consideration of $8 million cash. Rusaf is a Canadian registered exploration company, operating from Dar Es Salaam, Tanzania, with six 100% owned subsidiary companies that hold prospecting rights to properties in Tanzania and Russia.

            The Company announced on February 14, 2008 that it has entered into an agreement with Rusaf whereby it will purchase the remaining 63% of the fully diluted equity shares of Rusaf for a total consideration of $14.4 million, payable in approximately 4.9 million Great Basin Gold common shares. The exchange ratio was one Great Basin share for every 4.5 Rusaf shares. For the year ended December 31, 2007 the Company’s investment of 37% in the issued common stock of Rusaf was recognized as an investment in associate and the Company has equity accounted for its share of post-acquisition losses incurred.

            The acquisition terms also provide for additional Great Basin Gold shares to be issued in the first three years from closing, contingent upon gold discoveries involving more than 500,000 ounces on certain mineral prospects currently held by Rusaf. In the event of such discoveries, the Company will issue shares valued at the higher of current or then-prevailing market price to the former Rusaf shareholders on the basis of the valuing these gold ounces at US$15/oz for inferred resources and US$40/oz for measured and indicated resources (subject to a minimum average cut-off grade of 1.5 grams per ton or 0.04 oz per ton). The Company has also agreed to spend a minimum of $7 million and up to a maximum of $19 million in exploring Rusaf’s properties during this period depending on independent advice as to the likelihood of exploration success.

            The Rusaf acquisition is subject to the approval of Rusaf shareholders, certain judicial orders, as well as Toronto Stock Exchange and other regulatory approvals. Assuming all such conditions are met in the ordinary course, the parties targeting completion for the second calendar quarter of 2008.

  – 61– Annual Information Form and Form 40-F

            To date the Toronto Stock Exchange approved the transaction subject to the condition that no more that 50,900,000 common shares of the Company may be issued or made issuable pursuant to the agreement without the express consent of the TSX. In terms of the agreement 4.9 million Great Basin Gold Ltd shares will be issued as consideration for the remaining Rusaf share capital. As set out above, the Company will further issue Great Basin Gold Ltd shares within the next three years from closing of the transaction, to the then former Rusaf shareholders. The issuance of these shares is pending the results of future exploration and the number thereof currently uncertain, however will be limited under the current number of shares approved by the TSX.

ITEM 17.        INTERESTS OF EXPERTS

Interests of Experts

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

(a)

The Corporation’s independent auditors are PricewaterhouseCoopers LLP, Chartered Accountants, who have issued an independent auditors’ report dated March 31, 2008 in respect of the Corporation’s consolidated financial statements as at December 31, 2007 and for the year ended December 31, 2007 and the Corporation’s internal control over financial reporting as at December 31, 2007. PricewaterhouseCoopers LLP has advised that they are independent with respect to the Corporation within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia and the rules of the US Securities and Exchange Commission.

(b)

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

• Geology and mineral resources were reviewed and updated for the Burnstone feasibility study by Harry Meadon, Pr.Sci.Nat., of HM Exploration CC, and Mr. van der Heever, Pr.Sci.Nat., of GeoLogix Mineral Resource Consultants (Pty) Ltd.

• Mineral reserves, mine planning and design aspects were developed by Turgis Consulting (Pty) Ltd., under the supervision of AD Pooley, Pr.Eng. The revised feasibility study on Burnstone, June 2007, was supervised by Clive Brown. Turgis have had no part in declaring reserves for the Hollister Project, we participated in the feasibility study, but this study did not declare reserves as the mine planning included inferred resources.

• Mill process and plant design work was done by MDM Ferroman, and metallurgical testwork by Mintek Laboratories, all under the supervision of David Dodd, SAIMM, of MDM Ferroman.

• Environmental & permitting, tailings, water supply and infrastructure studies were conducted by Knight Piesold (Pty) Ltd. and other subcontractors, under the supervision of Joanna Goeller, Environmental Impact Assessment Practitioner, and R.J. Scheurenberg, Pr.Eng.

(c) Eugene Siepker, Pr.Sci.Nat. (deceased) and Gideon J. Van Der Heever, Pr.Sci.Nat. are named as having co- prepared resource estimates in our “Report on the Resource Estimate for the Burnstone Project, Mpumalanga Province, Republic of South Africa” dated February 17, 2005 and filed under National Instrument 51-102 – Continuous Disclosure;

  – 62– Annual Information Form and Form 40-F

(d)	David Stone, P.Eng., and Gernot Wober, P.Geo.,. are the qualified persons who co-authored the March 19, 2007 “Technical Report – Update on the Exploration Activities on the Hollister Gold Project, Elko County, Nevada”, revised April 3, 2007 and Mr. Stone also co-authored with Mr Van Der Heever, Pr.Sci.Nat., the “Report on the Resource Estimate for the Burnstone Project, Mpumalanga Province of the Republic of South Africa”, also dated March 19, 2007, both of which are publicly filed at www.sedar.com on March 21,2007;
(e)	David M.R. Stone, P.Eng., an independent qualified person, authored the report entitled “Technical Report and Updated Preliminary Assessment of the Ivanhoe Gold Project, Elko County, Nevada” dated September 12, 2006 and revised April 3, 2007, which is publicly filed at www.sedar.com;
f)	D.C. Rance, P Eng, Behre Dolbear & Company Ltd , H. Meadon (Pr.Sci.Nat.), H M Exploration CC., G.J. van der Heever of GeoLogix Mineral Resource Consultants (Pty) Ltd., D.S. Dodd, B.Sc. FSAIMM, MDM Ferroman , R.J. Scheurenberg, Pr Eng, Knight Piesold (Pty) Ltd., J. Goeller, EIS Practitioner, Knight Piesold (Pty) Ltd., Clive Brown, Pr. Eng., MSAIMM, Turgis Consulting (Pty) Ltd are the qualified persons who co-authored the June 21, 2007 “Technical Report on Update and Optimization of the May 2006 Feasibility Study for the Burnstone Gold Project, Mpumalanga Province, South Africa, ” which was publicly filed at www.sedar.com on July 5, 2007 under National Instrument 43-101;
g)	J. Oelofse, Pr. Eng., Great Basin Gold Limited and G.J. Van Der Heever of GeoLogix Mineral Resource Consultants (Pty) Ltd., are the qualified persons who co-authored the March, 2007 “Technical Report on the Resource Estimate for Hollister Development Block Gold Project, Elko County, NV” which was publicly filed at www.sedar.com on July 6, 2007 under National Instrument 43-101and
h)	Peter Cain, Ph.D., P.Eng, Associated Geosciences Ltd.,an independent qualified person,.authored the September 9, 2007 report entitled “Technical Report on the Resource Estimate for Hollister Development Block Gold Project, Elko County, NV” which was publicly filed at www.sedar.com on September 18, 2007 under National Instrument 43-101.

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

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

ITEM 18.        ADDITIONAL INFORMATION

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

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

  – 63 – Annual Information Form and Form 40-F

(i)	this Annual Information Form, together with any document incorporated herein by reference;
(ii)	the Annual Report of the Company and any interim financial statements filed with Securities Commissions subsequent to the audited financial statements for the Company's most recently completed financial year; and
(iii)	the Proxy Circular for the latest annual general meeting of the Company to be held in June 2008, when available.

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

ITEM 19.        DISCLOSURE FOR COMPANIES NOT SENDING INFORMATION CIRCULARS

            Not applicable.

ITEM 20.        CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

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

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

            There were no changes in our internal control over financial reporting during the fiscal year ended December 31, 2007 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

            The management of Great Basin Gold Ltd. is responsible for establishing and maintaining adequate internal control over financial reporting. The United States Securities and Exchange Act of 1934 in Rule 13a-15(f ) and 15d-15(f ) defines this as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

  – 64– Annual Information Form and Form 40-F

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that may have a material effect on the financial statements.

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

            Management assessed the effectiveness of the company’s internal control over financial reporting as at December 31, 2007. In making this assessment, the company’s management used the criteria, established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

            Management has excluded Hollister Ventures Corporation which was acquired in an asset acquisition during 2007, from its assessment of internal control over financial reporting as at December 31, 2007. Hollister Ventures Corporation is a wholly owned subsidiary of the company whose total assets of $101 million and net loss of $27 million of Great Basin Gold Ltd’s consolidated financial statements as at and for the year ended December 31, 2007.

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

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

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

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

A.        AUDIT COMMITTEE FINANCIAL EXPERT

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

  – 65– Annual Information Form and Form 40-F

B.        CODE OF ETHICS

            The Company has adopted a code of ethics that applies to all personnel of the Company. A copy of the Code of Ethics is available on the Company’s website at www.greatbasingold.com.

C.        PRINCIPAL ACCOUNTANT FEES AND SERVICES

            The following table sets forth information regarding amounts billed by the Company’s independent auditors for each of the Company’s last two fiscal years:

		Year Ended December 31
		2007		2006
Audit Fees	$	201,876	$	234,175
Audit Related Fees		40,871		66,000
Tax Fees		40,834		–
All Other Fees		578		–
Total	$	284,159	$	300,175

Audit Fees

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

Audit-Related Fees

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

Tax Fees

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

All Other Fees

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

Audit Committee Pre-Approval Policies

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

  – 66– Annual Information Form and Form 40-F

D.        OTHER

            PricewaterhouseCoopers were appointed as the Company’s independent auditors on August 2, 2007, replacing KPMG LLP which resigned as of July 24, 2007. KPMG LLP confirmed that the resignation was not consequent upon any reportable differences with the Company.

ITEM 22.        OFF BALANCE SHEET ARRANGEMENTS

     As part of the BEE transaction concluded on October 1, 2007, Tranter Burnstone (Proprietary) Limited (“Tranter Burnstone”) borrowed $29 million (R200 million) from Investec Bank Limited (“Limited”) to settle the purchase consideration of the 812 Southgold shares. The security for the loan comprised, amongst others, a loan guarantee in terms of which N5C Resources Inc., N6C Resources Inc. or Rodeo Creek Gold Inc. (all wholly owned subsidiaries of GBG) is obliged in the event of default by Tranter Burnstone on any of its interest payments to Investec at any time for the first four years to lend not more than $11.8 million (R80 million) to Tranter Burnstone in order to settle such interest payment obligations. This loan, if granted will be secured by the Great Basin Ltd shares held by Tranter Burnstone second to the security over these shares held by Investec for the $29 million (R200 million) loan advanced

ITEM 23.        TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

	Payments due by period
		Less than			More than
	Total	one year	1 to 3 years	3-5 years	5 years
Contractual obligation	US$5 million	Nil	US$5 million	Nil	Nil
Long term debt obligations	Nil	Nil	Nil	Nil	Nil
Operating lease obligations	Nil	Nil	Nil	Nil	Nil
Purchase obligations	Nil	Nil	Nil	Nil	Nil
Other	Nil	Nil	Nil	Nil	Nil
Total	US$5 million	Nil	US$5 million	Nil	Nil

            The Company signed an agreement, effective November 14, 2007, whereby the Company earns 80% interest in all the hard rock mineral rights on the Ganes Creek Property in Alaska by expending a total of US$3 million in exploration expenditures over a period of 3 years. The Ganes Creek Property is held by CW Properties LLC, based in Talkeetna, Alaska, USA.

            On August 20, 2007, the Company concluded a Joint Venture Agreement to enter into an unincorporated joint venture with GS Minase Refnaria Limitade (“GSR”) in Mozambique. The purpose of the Joint Venture in to establish a gold exploration and mining business in Mozambique, whereby the Company will have the exclusive right to explore all GSR’s properties. The Company will have an 80% interest in the Joint Venture and has committed to exploration expenditures of approximately US$2 million over a 3 year period on the Tsetsera Property, which is located 80 km south of Manica, Mozambique and other properties over which GSR holds mineral rights.

  – 67– Annual Information Form and Form 40-F

            The term purchase obligation means an agreement to purchase goods or services that is enforceable and legally binding on the registrant that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.

EX-99.6

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED
DECEMBER 31, 2007 and 2006

(Expressed in Canadian Dollars, unless otherwise stated)

Management’s Report on Internal Control over Financial Reporting

The management of Great Basin Gold Ltd. is responsible for establishing and maintaining adequate internal control over financial reporting. The United States Securities and Exchange Act of 1934 in Rule 13a-15(f ) and 15d-15(f ) defines this as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

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

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

Management assessed the effectiveness of the company’s internal control over financial reporting as at December 31, 2007. In making this assessment, the company’s management used the criteria, established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Management has excluded Hollister Ventures Corporation which was acquired in an asset acquisition during 2007, from its assessment of internal control over financial reporting as at December 31, 2007. Hollister Ventures Corporation is a wholly owned subsidiary of the company whose total assets of $101 million and net loss of $27 million of Great Basin Gold Ltd’s consolidated financial statements as at and for the year ended December 31, 2007.

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

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

/s/ Ferdi Dippenaar	/s/ Lou van Vuuren
Chief Executive Officer	Chief Financial Officer
Vancouver, British Columbia
March 31, 2008

AUDITORS’ REPORT	PricewaterhouseCoopers LLP Chartered Accountants PricewaterhouseCoopers Place 250 Howe Street, Suite 700 Vancouver, British Columbia Canada V6C 3S7 Telephone +1 (604) 806 7000 Facsimile +1 (604) 806 7806

To the Shareholders of Great Basin Gold Ltd.

We have completed an integrated audit of Great Basin Gold Ltd.’s (the “Company”) 2007 consolidated financial statements and of its internal control over financial reporting as at December 31, 2007. Our opinions, based on our audits, are presented below.

Consolidated financial statements

We have audited the accompanying consolidated balance sheet of the Company as at December 31, 2007, and the related consolidated statement of operations and comprehensive loss, statement of shareholders’ equity and deficit and statement of cash flows for the year ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit of the Company’s financial statements in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. A financial statement audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as at December 31, 2007, and the results of its operations, and its cash flows for the year ended December 31, 2007, in accordance with Canadian generally accepted accounting principles.

The consolidated financial statements of the Company as at December 31, 2006 and for the year then ended were audited by other auditors who expressed an opinion without reservation on those statements in their report dated March 16, 2007 and on the reconciliation to US generally accepted accounting principles on March 30, 2007.

Internal control over financial reporting

We have also audited the Company’s internal control over financial reporting as at December 31, 2007, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP and the other member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity.

A Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

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

As described in Management's Report on Internal Control over Financial Reporting, management has excluded Hollister Ventures Corporation from its assessment of internal control over financial reporting as at December 31, 2007 because it was acquired by the Company during 2007. We have also excluded Hollister Ventures Corporation from our audit of internal control over financial reporting. Hollister Ventures Corporation is a wholly owned subsidiary of the Company whose total assets and net loss represent $101 million and $27 million, respectively, of the Company’s consolidated financial statement amounts as at and for the year ended December 31, 2007.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as at December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the COSO.

Chartered Accountants
Vancouver, British Columbia
March 31, 2008

Comments by Auditors for U.S. Readers on Canada – U.S. Reporting Difference

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there is a change in accounting principles that has a material effect on the comparability of the Company’s financial statements, such as the change in accounting for financial instruments as described in note 3 to the consolidated financial statements. Our report to the shareholders dated March 31, 2008, is expressed in accordance with Canadian reporting standards which do not require a reference to such a change in accounting principles in the auditors’ report when the change is properly accounted for and adequately disclosed in the financial statements.

Chartered Accountants
Vancouver, British Columbia
March 31, 2008

(2)

GREAT BASIN GOLD LTD.
Consolidated Balance Sheets
(Expressed in Canadian Dollars)

			December 31			December 31
	Note		2007			2006
Assets
Current assets
Cash and cash equivalents		$	78,362,954		$	33,964,436
Amounts receivable	11(a)		3,737,903			426,349
Inventory	6		199,185			53,437
Due from related parties	14		408,638			173,455
Held-for-trading financial instruments	9(c)		833,000			–
Prepaid expenses			811,208			539,991
			84,352,888			35,157,668
Property, plant and equipment	7		14,295,727			1,472,501
Reclamation deposits	8		1,720,456			103,702
Investments	9(a)		–			2,274,649
Available-for-sale financial instruments	9(a)(b)		3,326,084			–
Investments in associates	10		7,203,973			–
Mineral property interests	11		218,413,930			110,910,000
Total Assets		$	329,313,058		$	149,918,520
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and accrued liabilities		$	6,099,246		$	1,330,823
Due to related parties	14		22,098			–
			6,121,344			1,330,823
Future income taxes	15		33,983,164			18,837,000
Site reclamation obligations	12		1,416,964			405,000
			35,400,128			19,242,000
Shareholders' equity
Share capital			389,451,022			201,457,592
Warrants	13(c)		17,934,934			1,252,000
Contributed surplus	13(d)		12,197,791			7,863,472
Deficit			(132,395,033	)		(81,227,367	)
Accumulated other comprehensive income			602,872			–
			287,791,586			129,345,697
Total Liabilities and Shareholders' Equity		$	329,313,058		$	149,918,520
Nature of operations	1
Segment disclosure	17
Contingencies and commitments	18
Subsequent events	19

See accompanying notes to consolidated financial statements.

Approved by the Board of Directors

/s/ Ferdinand Dippenaar	/s/ Ronald W. Thiessen
Ferdinand Dippenaar	Ronald W. Thiessen
Chief Executive Officer	Director

5

GREAT BASIN GOLD LTD.
Consolidated Statement of Operations and Comprehensive Loss
(Expressed in Canadian Dollars)

			Years ended December 31
			2007			2006
	Note
Expenses (income)
Exploration and pre-development (see schedule)		$	42,044,831		$	8,007,215
Accretion of reclamation obligation			37,466			–
Conference and travel			1,474,495			1,076,087
Foreign exchange loss (gain)			2,532,752			(1,855,404	)
Other income - proceeds from Bulk Sample			(2,695,599	)		–
Interest and other income			(3,725,837	)		(1,278,543	)
Legal, accounting, and audit			1,235,634			541,391
Office and administration			17,655,463			7,249,189
Shareholder communications			431,526			337,111
Trust and filing			359,877			234,483
(Gain) loss on disposal of assets	11(c)		(992,684	)		916
Loss before the undernoted and income taxes			58,357,924			14,312,445
Loss from associate	10 (c)		796,027			–
Gain on sale of investments	11(c)		–			(112,005	)
Fair value of financial instruments held-for-trading received	9(c)		(937,365	)		–
Fair value adjustment on financial instruments held-for-trading	9(c)		104,365			–
Mark-to-market adjustment on investments			–			(212,000	)
Loss before income taxes			58,320,951			13,988,440
Future income tax recovery	15		(7,153,285	)		(2,371,629	)
Loss for the year		$	51,167,666		$	11,616,811
Other comprehensive income
Unrealized gain on available-for-sale financial instruments	9(a)		(538,061	)		–
Other comprehensive income		$	(538,061	)	$	–
Total comprehensive loss		$	50,629,605		$	11,616,811
Basic and diluted loss per share	4(j)	$	0.31		$	0.11
Weighted average number of common shares outstanding			166,098,884			104,514,077

See accompanying notes to consolidated financial statements.

6

GREAT BASIN GOLD LTD.
Consolidated Statements of Shareholders' Equity and Deficit
(Expressed in Canadian Dollars)

					Year ended				Year ended
	Note				December 31, 2007				December 31, 2006
		Number of					Number of
Common shares		shares					shares
Balance at beginning of the year		113,411,713		$	201,457,592		93,685,379	$	161,228,635
Fair value of options exercised		–			2,005,064		–		753,849
Private placement, net of share issue costs		–			–		3,333,334		7,033,683
Shares issued for cash, net of share issue costs	13 (e)	57,500,000			121,427,869		11,200,000		23,058,915
Share purchase options exercised	13 (b)	3,015,830			5,111,184		1,193,000		1,782,510
Shares issued for Burnstone Gold Property, July 2006		–			–		4,000,000		7,600,000
Shares issued for Hecla Ventures Corp., April 2007	13 (f)	7,930,214			19,666,931		–		–
Shares issued to Tranter Burnstone (Pty) Ltd, October 2007	13 (g)	19,938,650			36,323,195		–		–
Share purchase warrants exercised	13 (c)	1,599,495			3,459,187		–		–
Balance at end of the year		203,395,902		$	389,451,022		113,411,713	$	201,457,592
		Number of					Number of
Share purchase warrants		warrants					warrants
Balance at beginning of the year		2,672,000		$	1,252,000		–	$	–
Warrants issued pursuant to share issuance	13 (e)	28,750,000			16,210,226		672,000		159,000
Warrants issued pusuant Tranter transaction	13 (h)	1,684,312			1,178,815		–		–
Warrants issued for Burnstone Gold Property		–			–		2,000,000		1,093,000
Exercised	13 (c)	(1,599,495	)		(688,689	)	–		–
Expired	13 (c)	(73,615	)		(17,418	)	–		–
Balance at end of the year		31,433,202		$	17,934,934		2,672,000	$	1,252,000
Contributed surplus
Balance at beginning of the year				$	7,863,472			$	5,007,211
Non-cash stock-based compensation	13 (b)				5,633,276				3,610,110
Share purchase options exercised, credited to share capital	13 (d)				(2,005,064	)			(753,849	)
Fair value of share purchase warrants exercised	13 (c)				688,689				–
Fair value of share purchase warrants expired	13 (c)				17,418				–
Balance at end of the year				$	12,197,791			$	7,863,472
Deficit
Balance at beginning of the year				$	(81,227,367	)		$	(69,610,556	)
Net loss for the year					(51,167,666	)			(11,616,811	)
Balance at end of the year				$	(132,395,033	)		$	(81,227,367	)
Accumulated Other Comprehensive Income
Adjustment to opening balance - change in accounting policy	9(a)			$	64,811			$	–
Unrealized gain on available-for-sale financial instruments	9(a)				538,061				–
Balance at end of the year				$	602,872			$	–
TOTAL SHAREHOLDERS' EQUITY				$	287,791,586			$	129,345,697

See accompanying notes to consolidated financial statements.

7

GREAT BASIN GOLD LTD.
Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)

		Years ended December 31
		2007			2006
Operating activities
Loss for the year	$	(51,167,666	)	$	(11,616,811	)
Items not involving cash
Depreciation		1,056,497			119,597
Future income tax recovery		(7,153,285	)		(2,371,629	)
Gain on sale of investment		–			(112,005	)
(Gain) loss on sale of assets		(992,684	)		916
Assets written off		1,236			–
Mark-to-market adjustment on investments		–			(212,000	)
Fair value adjustment on financial instruments held-for-trading		104,365			–
Fair value of financial instruments held-for-trading received		(937,365	)		–
Non-cash stock-based compensation expense		5,633,276			3,610,110
Provision for site reclamation cost		289,660			405,000
Unrealized foreign exchange loss		(2,193,712	)		(1,708,226	)
Loss from associate		796,027			–
Accretion reclamation obligation		37,466			–
Changes in non-cash operating working capital
Amounts receivable		(3,311,554	)		(217,587	)
Prepaid expenses		(271,217	)		(454,827	)
Inventory		(145,748	)		(53,437	)
Accounts payable and accrued liabilities		3,951,908			686,578
Taxation paid		(238,107	)		(10,371	)
Dividends received		(17,640	)		–
Cash used in operating activities		(54,558,543	)		(11,934,692	)
Investing activities
Mineral property acquisition costs		(11,727,860	)		(23,774	)
Acquire shares in Rand Mutual Assurance		(60	)		–
Dividends received		17,640			–
Proceeds on sale of investments		–			547,005
Proceeds on sale of assets		1,001,236			–
Cost on sale of assets		(6,789	)		–
Purchase of equipment		(12,978,896	)		(1,586,934	)
Purchase of shares in Rusaf Gold Limited		(8,000,000	)		–
Purchase of Hecla Ventures Corp.		(50,791,500	)		–
Purchase of shares on exercise of Lumina warrants		–			(44,000	)
Purchase of shares in Kryso Resources Plc		(448,503	)		(2,274,649	)
Reclamation deposits		(1,616,754	)		(40,122	)
Cash used in investing activities		(84,551,486	)		(3,422,474	)
Financing activities
Common shares issued for cash, net of issue costs		183,710,476			32,034,108
Advances to related parties		(213,085	)		(229,415	)
Cash generated from financing activities		183,497,391			31,804,693
Increase in cash and cash equivalents		44,387,362			16,447,527
Cash acquired through the purchase of Hecla Ventures Corp.		11,156			–
Cash and cash equivalents, beginning of year		33,964,436			17,516,909
Cash and cash equivalents, end of year	$	78,362,954		$	33,964,436
Supplementary information (note 16)

See accompanying notes to consolidated financial statements.

8

GREAT BASIN GOLD LTD.
Consolidated Schedules of Exploration and Pre-development Expenses
(Expressed in Canadian Dollars)

			Year ended			Year ended
Mineral Property Interests			December 31			December 31
	Note		2007			2006
Burnstone - Pre-development
Metallurgical plant		$	186,837		$	–
Vertical shaft			508,530			–
Pre-development expenses incurred during the year			695,367			–
Cumulative pre-development expenditures beginning of year			–			–
Cumulative pre-development expenditures, end of year			695,367			–
Hollister - Pre-development
Equipment rental and services			1,937,187			–
Surface infrastructure			2,942,261			–
Underground access and infrastructure			6,682,426			–
Operational costs			6,289,421			–
Pre-development expenses before the following			17,851,295			–
Office and administration			498,990			–
Pre-development expenses incurred during the year			18,350,285			–
Cumulative pre-development expenditures beginning of year			–			–
Cumulative pre-development expenditures, end of year			18,350,285			–
Burnstone - Exploration
Assays and analysis			122,805			82,082
Depreciation			443,666			119,103
Drilling			2,427,840			939,705
Engineering			27,034			246,864
Environmental, socio-economic and land			12,666			140,183
Equipment rental			(21,900	)		5,647
Geological			279,522			149,289
Graphics			15,727			2,821
Property fees and exploration option payments			22,907			105,089
Site activities			(20,884	)		267,581
Provision for site reclamation cost			–			405,000
Transportation			3,788			4,874
Exploration expenses before the following			3,313,171			2,468,238
Office and administration			92,612			335,357
Exploration expenses incurred during the year			3,405,783			2,803,595
Cumulative exploration expenditures beginning of year			24,327,572			21,523,977
Cumulative exploration expenditures, end of year			27,733,355			24,327,572
Hollister - Exploration
Assays and analysis			425,298			14,291
Depreciation			612,831			494
Drilling			2,880,079			389,823
Engineering			1,170,116			118,469
Environmental, socio-economic and land			1,574,917			511,970
Equipment rental			24,350			–
Freight			47,292			–
Geological			606,237			401,164
Graphics			52,026			26,724
Property fees and exploration option payments			168,334			155,814
Site activities			725,672			29,408
Transportation			68,656			17,606
Exploration expenses before the following			8,355,808			1,665,763
Office and administration			233,565			226,326
Exploration expenses incurred during the year			8,589,373			1,892,089
Cumulative exploration expenditures beginning of year			25,192,512			23,300,423
Cumulative exploration expenditures, end of year			33,781,885			25,192,512

9

GREAT BASIN GOLD LTD.
Consolidated Schedules of Exploration and Pre-development Expenses
(Expressed in Canadian Dollars)

			Year ended		Year ended
Mineral Property Interests			December 31		December 31
	Note		2007		2006
Other - Exploration
Assays and analysis			100,271		74,931
Drilling			195,976		326,054
Engineering			20,109		45,853
Environmental, socio-economic and land			4,316		1,268
Equipment rental			46,383		20,291
Freight			14,450		–
Geological			273,369		320,260
Graphics			18,408		35,308
Property fees and exploration option payments			84,363		1,419
Site activities			253,184		118,182
Transportation			55,968		22,437
Exploration expenses before the following			1,066,797		966,003
Office and administration			29,820		131,250
Exploration expenses incurred during the year			1,096,617		1,097,253
Cumulative exploration expenditures beginning of year			1,431,474		334,221
Cumulative exploration expenditures, end of year			2,528,091		1,431,474
Burnstone - Bulk Sampling
Establishment work			697,457		393,129
Equipment rental and services			1,047,259		185,314
Surface infrastructure			836,042		536,019
Portal construction			308,660		322,257
Underground access and infrastructure			4,000,468		443,229
Optimisation			523,543		–
Operational costs			3,348,964		966,521
Property fees			–		60,742
Pre-development expenses before the following			10,762,393		2,907,211
Office and administration			320,274		395,000
Pre-development expenses incurred during the year			11,082,667		3,302,211
Cumulative pre-development expenditures beginning of year			3,302,211		–
Cumulative pre-development expenditures, end of year			14,384,878		3,302,211
Total pre-development and exploration expenses before the following			42,044,831		8,007,215
Office and administration	13 (c)		1,175,261		1,087,933
Total pre-development and exploration expenses incurred during the year			43,220,092		9,095,148
Cumulative pre-development and exploration expenditures beginning of year			54,253,769		45,158,621
Cumulative pre-development and exploration expenditures, end of year		$	97,473,861	$	54,253,769

See accompanying notes to consolidated financial statements.

10

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

1.	Nature of operations
	Great Basin Gold Ltd. (“Great Basin” or the “Company”) is incorporated under the laws of the Province of British Columbia and its principal business activity is the exploration and development of mineral property interests. The Company’s principal mineral property interests are the Hollister Gold Property (“Hollister”) (formerly Ivanhoe Gold Property) located in Nevada, United States of America (“USA”), and the Burnstone Gold Property (“Burnstone”) located in the Republic of South Africa (“South Africa”) (note 11).
	The Company is in the process of exploring and developing its mineral property interests and has not yet obtained the required mining rights and permits to commence mining activities. The underlying value and the recoverability of the amounts shown for mineral property interests and equipment are entirely dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of the mineral property interests, and future profitable production or proceeds from the disposition of the mineral property interests.
2.	Basis of preparation and principles of consolidation
	These financial statements have been prepared in accordance with Canadian Generally Accepted Accounting Principles, which as described in note 20, differ in certain respects from accounting principles generally accepted in the United States of America.
	The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied in all years presented, unless otherwise stated.
	These consolidated financial statements include the accounts of the Company and its wholly- owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Subsidiaries: are those entities in which the Company has an interest of more than one half of the voting rights or otherwise has power to govern the financial and operating policies, are consolidated. Subsidiaries are consolidated from the date on which control is acquired and are no longer consolidated when control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at acquisition date. Non-controlling interests are recorded at a proportion of the net identifiable assets acquired. The excess of the cost of acquisition over the fair value of the Company’s share of the identifiable net assets acquired is recorded as goodwill. In situations of successive share purchases when control already existed at the date of further acquisition, no fair value adjustment is made to the identifiable net assets acquired and any excess/deficit purchase price over the carrying value of non-controlling interests acquired are accounted for in shareholders' equity. Where necessary, accounting policies of subsidiaries has been changed to ensure consistency with the policies adopted by the Company.

11

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

2. Basis of preparation and principles of consolidation (continued)

	Incorporation	Ownership percentage
Great Basin Gold Inc.	Nevada, USA	100%
Rodeo Creek Gold Inc.	Nevada, USA	100%
Antler Peak Gold Inc.	Nevada, USA	100%
Ganes Creek Ventures Corp.	Alaska, USA	100%
Hollister Ventures Corp.	Nevada, USA	100%
Touchstone Resources Company	Nevada, USA	100%
Southgold Exploration (Proprietary) Limited	South Africa	100%
N5C Resources Inc.	Cayman Islands	100%
N6C Resources Inc.	Cayman Islands	100%
Great Basin Gold RSA (Proprietary) Limited	South Africa	100%

Associates: are those entities in which the Company has a material long term interest and in respect of which the group exercises significant influence over operational and financial policies, normally owning between 20% and 50% of the voting equity, but which it does not control.

Investments in associates are accounted for using the equity method of accounting and are initially recognized at cost. The company’s share of its associates’ post-acquisition profits or losses is recognized in the income statement. Cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the company does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate.

	Incorporation	Ownership percentage
Rusaf Gold Limited	BC, Canada	37%

3.	New accounting pronouncements
	The Canadian Institute of Charted Accountants (“CICA”) has issued three new standards which affect the financial disclosures and results of operations of the Company for interim and annual periods beginning January 1, 2008.

12

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

3.	New accounting pronouncements (continued)
	Section 1535 – Capital Disclosures
	This Section establishes standards for disclosing information about an entity’s capital and how it is managed. Under this standard the Company will be required to disclose the following, based on the information provided internally to the entity’s key management personnel:
	(i)	qualitative information about its objectives, policies and processes for managing capital,
	(ii)	summary quantitative data about what it manages as capital
	(iii)	whether during the period it complied with any externally imposed capital requirements to which it is subject.
	(iv)	when the company has not complied with such externally imposed capital requirements, the consequences of such non-compliance.

Section 3031 – Inventories

The Section prescribes the accounting treatment for inventories and provides guidance on the determination of costs and its subsequent recognition as an expense, including any write-down to net realizable value. It also provides guidance on the cost formula that are used to assign costs to inventories. The Company is currently in the process of evaluating the impact this will have on the Company’s financial statements.

Section 3862 – Financial Instruments – Disclosures

This Section requires entities to provide disclosure of quantitative and qualitative information in their financial statements that enable users to evaluate (a) the significance of financial instruments for the entity’s financial position and performance; and (b) the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the balance sheet date, and management’s objectives, policies and procedures for managing such risks. Entities will be required to disclose the measurement basis or bases used, and the criteria used to determine classification for different types of instruments.

The Section requires specific disclosures to be made, including the criteria for:

(i)	designating financial assets and liabilities as held for trading;
(ii)	designating financial assets as available-for-sale; and
(iii)	determining when impairment is recorded against the related financial asset or when an allowance account is used.

The Company is currently in the process of evaluating the impact this will have on the Company’s financial statements.

13

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

3.	New accounting pronouncements (continued)
	Section 3064 – Goodwill and Intangible Assets
	Effective January 1, 2009, Section 3064 replaces Handbook Section 3062, “Goodwill and Intangible Assets” and establishes revised standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets. The new standard also provides guidance for the treatment of preproduction and start-up costs and requires that these costs be expense as incurred. The Company is currently in the process of evaluating the impact this will have on the Company’s financial statements.
4.	Significant accounting policies
	(a)	Cash and cash equivalents
	Cash and cash equivalents consist of cash and highly liquid investments, having maturity dates of three months or less from the date of acquisition, that are readily convertible to known amounts of cash.
	(b)	Amounts receivable
	Amounts receivable are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of receivables is established when there is objective evidence that the Company will not be able to collect all amounts due, according to the original terms of receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the income statement.
	(c)	Inventory
	Inventories, which include stores and materials, are measured at the lower of cost and net realizable value after appropriate allowances for redundant and slow moving items. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated cost necessary to perform the sale. Stores and materials consist of consumable stores and are valued at weighted average cost.
	(d)	Property, plant and equipment
	Equipment is stated at cost less accumulated amortization. Amortization is provided on a straight- line basis over three to five years, which represents the estimated useful lives of the related equipment. Amortization on equipment used directly on exploration projects is included in exploration expenses until such time the exploration expenditure is being capitalized.
	Property is shown at cost and is not depreciated. Improvements and fixtures are being amortized over a period of 10 years.
	The assets’ fair values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

14

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

4.	Significant accounting policies (continued)
	(e)	Mineral property interests
	The Company capitalizes 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 and the decision to commence development are charged to operations as incurred.
	Pre-development costs incurred prior to a development decision are charged to operations as incurred. Development expenditures incurred subsequent to a development decision, to increase production, or to extend the life of existing production are capitalized, except as noted below. Such acquisition costs and deferred development expenditures are amortized 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 to joint venture partners.
	Mineral property acquisition costs include the cash consideration and the fair market value of common shares issued for mineral property interests, based on the trading price of the shares at the time the acquisition is closed and shares issued pursuant to the terms of the relevant agreement. Payments relating to a property acquired under and option or joint venture agreement, where such payments are made at the sole discretion of the Company, are recorded in the accounts upon payment.
	Administrative expenditures are expensed as incurred.
	The amount presented for mineral property interests represents costs incurred to date and accumulated acquisition costs, less write-downs, and does not necessarily reflect present or future values.
	(f)	Impairment of non-financial assets
	Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized as the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use.
	For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.
	(g)	Income taxes
	The Company uses the asset and liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are computed based on differences between the carrying amount of existing assets and liabilities on the balance sheet and their corresponding tax values, using the substantively enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

15

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

4.	Significant accounting policies (continued)
	(g)	Income taxes (continued)
	Future income tax assets also result from unused loss carry forwards and other deductions. Future tax assets are recognized to the extent that they are considered more likely than not to be realized. The carrying value of future income tax assets is adjusted, if necessary, by the use of a valuation allowance to reflect the estimated realizable amount.
	(h)	Site reclamation obligations
	Estimated long-term asset retirement obligations, comprising pollution control, rehabilitation and mine closure, are based on the Company's environmental management plans in compliance with current technological, environmental and regulatory requirements. The net present values of expected rehabilitation cost estimates are recognised and provided for in full in the financial statements. The estimates are reviewed annually and are discounted using rates that reflect inflation and the time value of money. The discount rate used is based on a pre-tax credit adjusted risk-free rate that is adjusted to reflect the current market assessments of the time value of money and the risks specific to the obligation. Annual changes in the provision consist of finance costs relating to the change in the present value of the provision and inflationary increases in the provision estimate, as well as changes in estimates. The present value of environmental disturbances created as well as changes to estimates is expensed under exploration expenses against an increase in the rehabilitation provision. Rehabilitation costs incurred that is included in the estimates is charged to the provision. The cost of ongoing current programmes to prevent and control pollution is charged against income as incurred.
	(i)	Share capital
	The Company records proceeds from share issuances net of issue costs. Shares issued for consideration other than cash or in a business combination are valued at the quoted market price on the date issued.
	(j)	Loss per common share
	Basic loss per common share is calculated by dividing the loss available to common shareholders by the weighted average number of common shares outstanding during the year. For all years presented, loss available to common shareholders equals the reported loss.
	Diluted loss per common share is calculated using the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the year.
	In the Company’s case, basic and diluted loss per share are the same as the effect of the outstanding stock options (note 13(b)) and warrants (note 13(c)) would be anti-dilutive.

16

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

4.	Significant accounting policies (continued)
	(k)	Functional currency and foreign currency translation
	The Company’s functional currency is the Canadian dollar as the Canadian dollar is the currency of the primary economic environment in which the Company operates. All of the Company’s foreign operations are considered integrated with those of the Company’s domestic operations and use the Canadian dollar as their functional currency.
	All of the Company’s foreign operations are considered integrated therefore monetary assets and liabilities denominated in a foreign currency are translated into Canadian dollars at exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical exchange rates unless such items are carried at market, in which case they are translated at the exchange rates in effect on the balance sheet date. Revenues and expenses, except amortization, are translated at the average exchange rates for the period. Amortization is translated at the same exchange rate as the assets to which it relates. Gains or losses on translation are recorded in the statement of operations.
	(l)	Use of estimates
	The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to impairment of mineral property interests, determination of reclamation obligations, assumptions used in determining the fair value of non-cash stock-based compensation and warrants and determination of valuation allowances for future income tax liabilities. Actual results could differ from these estimates.
	(m)	Segment disclosure
	The primary reporting format of the Company is by business segment. As there is only one business segment, being the exploration and development of mineral properties relevant disclosures are given in the financial statements. The secondary reporting format is by geographical analysis by origin (note 17). The accounting policies of the segments are the same as those described in the accounting policy notes to the Company’s financial statements.

17

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

4.	Significant accounting policies (continued)
	(n)	Stock-based compensation
	The Company has an equity-settled, stock-based compensation plan, where the Company grants stock options to certain employees and non-employees. Non-employees are those individuals over whom the Company does not exercise, nor have the right to exercise sufficient control to establish an employer-employee relationship as determined by law.
	For employees equity stock-based payments are measured at fair value of the equity instruments at the date of grant. The deferred stock-based compensation is expensed over the vesting period using the graded method, based on the Company’s estimate of the shares that are expected to eventually vest. For non-employees equity stock-based payments are measured at fair value of the equity instruments over the vesting periods, the expense of which is being recognized on each vesting date.
	The Company used the Black Scholes model in determining the fair value of the options granted. At each balance sheet date, the Company revises its estimates of the number of options that are expected to become exercisable. It recognizes the impact of the revision of original estimates, if any, in the income statement, with a corresponding adjustment to equity.
	Consideration received on the exercise of stock options is recorded as share capital and the related contributed surplus is transferred to share capital.
	(o)	Variable interest entities
	The Company accounts for variable interest entities (“VIE”) in accordance with CICA Accounting Guideline 15, “Consolidation of Variable Interest Entities” (“AcG15”). AcG15 prescribes the application of consolidation principles for entities that meet the definition of a VIE. An enterprise holding other than a voting interest in a VIE could, subject to certain conditions, be required to consolidate the VIE if it is considered its primary beneficiary whereby it would absorb the majority of the VIE’s expected losses, receive the majority of its expected residual returns, or both.
	(p)	Comparative figures
	Certain of the prior years’ comparative figures have been restated to conform to the presentation adopted for the current year.

18

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

4.	Significant accounting policies (continued)
	(q)	Accounting changes
	CICA Handbook Section 1506, “Accounting Changes”, establishes standards and new disclosure requirements for the reporting of changes in accounting policies and estimates and the reporting of error corrections. It also clarifies that a change in accounting policy can be made only if it is a requirement under Canadian GAAP or if it provides reliable and more relevant financial statement information. Voluntary changes in accounting policies require retrospective application to prior period financial statements, unless the retrospective effects of the changes are impracticable to determine, in which case the retrospective application may be limited to the assets and liabilities of the earliest period practicable with a corresponding adjustment made to opening retained earnings. This Section is effective for fiscal years beginning on or after January 1, 2007.
	(r)	Revenue recognition
	Revenue represents gold sales and is recognized when the risks and rewards of ownership has passed to the buyer.

5.	Changes in accounting policies
	Effective January 1, 2007, the Company adopted the following new accounting standards issued by the CICA relating to financial instruments. As required by the transitional provisions of these new standards, these standards have been adopted on a prospective basis with no restatement to prior period financial statements.

(a)	Financial Instruments – Recognition and Measurement (Section 3855)
	This standard sets out criteria for the recognition and measurement of financial instruments for fiscal years beginning on or after October 1, 2006. This standard requires all financial instruments within its scope, including derivatives, to be included on a Company’s balance sheet and measured either at fair value or, in certain circumstances when fair value may not be considered most relevant, at cost or amortized cost. Changes in fair value are to be recognized in the statement of operations or comprehensive income (loss), depending on the classification of the related instruments.
	All financial assets and liabilities are recognized when the entity becomes a party to the contract creating the asset or liability. As such, any of the Company’s outstanding financial assets and liabilities at the effective date of adoption are recognized and measured in accordance with the new requirements as if these requirements had always been in effect. Any changes to the fair values of assets and liabilities prior to January 1, 2007 are recognized by adjusting opening deficit or opening accumulated other comprehensive income (loss).

19

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

5. Changes in accounting policies (continued)

(a) Financial Instruments – Recognition and Measurement (Section 3855) (continued)

All financial instruments are classified into one of the following five categories: held for trading, held-to-maturity, loans and receivables, available-for-sale financial assets, or other financial liabilities. Initial and subsequent measurement and recognition of changes in the value of financial instruments depends on their initial classification:

• Held for trading financial instruments are measured at fair value. All changes in fair value are included in the period in which they arise.

• All derivative financial instruments are measured at fair value, even when they are part of a hedging relationship. Changes in fair value are included in the statement of operations in the period in which they arise, except for hedge transactions which qualify for hedge accounting treatment in which case gains and closes are recognized in other comprehensive income (loss).

• Held-to-maturity investments, loans and receivables, and other financial liabilities are initially measured at fair value and subsequently measured at amortized cost. Amortization of premiums or discounts and losses due to impairment are included in the statement of operations.

• Available-for-sale financial assets are measured at fair value. Changes in fair value are included in other comprehensive income until the gain or loss is recognized in the statement of operations.

In accordance with this new standard, the Company has classified its financial instruments as follows:

•	Marketable securities are classified as available-for-sale securities. Such securities are measured at fair market value in the consolidated financial statements with unrealized gains or losses recorded in other comprehensive income (loss). At the time securities are sold or otherwise disposed of, gains or losses are included in the loss for the period.
	The Company’s shares in Kryso Resources Plc. are classified as available-for- sale financial instruments. $64,811 was credited to the opening balance of accumulated other comprehensive income to account for the fair value adjustment required upon adoption of the standard and $538,061 for the current year fair value adjustment (note 9(a)).
•	Derivative financial instruments are classified as held-for-trading securities. Such securities are measured at fair market value in the consolidated financial statements and all changes in fair value are included in the statement of operations in the period in which they arise.

20

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

5. Changes in accounting policies (continued)

(a) Financial Instruments – Recognition and Measurement (Section 3855) (continued)

	The Company’s warrants in Kryso Resources Plc. are classified as held-for- trading financial instruments (note 9(c)).
•	The carrying amounts of cash and cash equivalents, amounts receivable, reclamation deposits, and accounts payable and accrued liabilities are recorded at amortized cost.

(b)	Hedging (Section 3865)
	This new standard specifies the circumstances under which hedge accounting is permissible and how hedge accounting may be performed. The Company currently does not have any hedging agreements.
(c)	Comprehensive Income (Section 1530)
	Comprehensive income is the change in the Company’s shareholder equity that results from transactions and other events from other than the Company’s shareholders and includes items that would not normally be included in the statement of operations, such as unrealized gains or losses on available-for-sale investments. This standard requires certain gains and losses that would otherwise be recorded as part of the statement of operations to be presented in “other comprehensive income” until it is considered appropriate to recognize into the statement of operations.
	This standard requires the presentation of comprehensive income, and its components in a separate financial statement that is displayed with the same prominence as the other financial statements. Accordingly, the Company now includes the account “accumulated other comprehensive income” in the shareholders’ equity section of the consolidated balance sheet.

6. Inventory

		December 31		December 31
		2007		2006
Stores and materials	$	199,185	$	53,437

21

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

7. Property, plant and equipment

		December 31, 2007						December 31, 2006
				Accumulated		Net book				Accumulated		Net book
		Cost		amortization		value		Cost		amortization		value
Property	$	3,084,488	$	31,418	$	3,053,070	$	-	$	-	$	-
Plant under
construction		5,927,751		-		5,927,751		-		-		-
Computers		331,350		94,929		236,421		118,670		21,520		97,150
Office
furniture
and fixtures		123,520		29,256		94,264		65,001		8,286		56,715
Site
equipment		6,827,935		2,157,540		4,670,395		1,301,213		86,747		1,214,466
Vehicles		365,517		51,690		313,827		108,432		4,262		104,170
	$	16,660,560	$	2,364,833	$	14,295,727	$	1,593,316	$	120,815	$	1,472,501

	As at December 31, 2007, $5,927,751 (2006 - $nil) of plant and equipment is under construction and is not being amortized.
8.	Reclamation deposits
	The continuity of reclamation deposits on the consolidated balance sheet is as follows:

Balance, December 31, 2006	$	103,702
Changes during the period
Guarantee – Burnstone Property		144,000
Investments – Burnstone Property		155,498
Reclamation Bond – Hollister Property		1,326,100
Exchange loss		(8,844	)
Balance, December 31, 2007	$	1,720,456

The components of reclamation deposits on the consolidated balance sheet are as follows:

		Hollister			Burnstone
		property			property		Total
Balance, December 31, 2006	$	103,702		$	-	$	103,702
Changes during the period
Guarantee and investments		-			299,498		299,498
Reclamation Bond		1,326,100			-		1,326,100
Exchange loss		(8,844	)		-		(8,844	)
Balance, December 31, 2007	$	1,420,958		$	299,498	$	1,720,456

22

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

8.	Reclamation deposits (continued)
	As at December 31, 2007 the Company assumed a $1,326,100 Reclamation Bond from Hecla Limited (“Hecla”) with the United States Bureau of Land Management in respect of reclamation of the Hollister Property and had placed deposits for guarantees of $299,498 in favor of the South African Department of Minerals and Energy for the reclamation of the Burnstone Property.
9.	Financial instruments
	Available-for-sale financial instruments

	Number of
	shares		Amount
Balance, January 1, 2007	10,000,000	$	2,274,649
Unrealized gain (note 9(a))	-		64,811
Addition – Kryso shares (note 9(a))	1,908,429		448,503
Addition – Rand Mutual Assurance (note 9(b))	20		60
Unrealized gain – Kryso shares (note 9(a))	-		538,061
Balance, December 31, 2007	11,908,449	$	3,326,084

The components of available-for-sale financial instruments are:

					Fair value
	Number		Cost		adjustment		Amount
Kryso Resources Plc – Shares (note 9(a))	11,908,429	$	2,723,152	$	602,872	$	3,326,024
Rand Mutual Assurance (note 9(b))	20		60		-		60
Balance, December 31, 2007	11,908,449	$	2,723,212	$	602,872	$	3,326,084

(a)	Kryso Resources Plc.- Shares
	In December 2006, the Company entered into a share purchase agreement to acquire common shares of Kryso Resources Plc (“Kryso”), a mineral resources and exploration company exploring gold and precious metal deposits in Central Asia.
	Kryso is a publicly traded company on the AIM market of the London Stock Exchange. Pursuant to the share purchase agreement, the Company purchased approximately 15% of the equity in Kryso with the purchase of 10,000,000 shares at 10 pence per share for a total payment of GBP1,000,000 ($2,274,649). The unrealized gain on available-for-sale securities to December 31, 2006 of $64,811 was reported as an adjustment to the opening balance of accumulated other comprehensive income (note 5(a)).
	On October 2, 2007 the Company acquired an additional 1,908,429 shares in terms of a public placement undertaken by Kryso Resources Plc. This ensured that the company maintained its 15% shareholding in the issued share capital of Kryso. The shares were issued at 11.5 pence per share and the total consideration of GBP219,469 ($448,503) was settled in cash.

23

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

9.	Financial instruments (continued)
	Available-for-sale financial instruments (continued)

(a)	Kryso Resources Plc.- Shares (continued)
	The unrealized gain of $538,061 for the year ended December 31, 2007 is reported in the current year under other comprehensive income and was calculated based on the closing price of 14.25 pence per share and an exchange rate of $1.96:1GBP.
(b)	The Rand Mutual Assurance Company Limited - Shares
	The Rand Mutual Assurance Company Limited (“RMA”) is a mutual which caters for the compensation of occupational injuries specifically in the mining industry. The Company was granted 20 shares from RMA based on its contributions to the fund during the year. Dividends to the value of $17,640 have been earned during the 2007 year and are included under other income.
	Held-for-trading financial instruments
(c)	Kryso Resources Plc. – Warrants

	Number of
	warrants		Amount
Addition – Kryso warrants received	5,000,000	$	937,365
Unrealized loss – warrants	-		(104,365	)
Balance, December 31, 2007	5,000,000	$	833,000

In terms of the share purchase agreement entered into during December 2006 (note 9(a)), the Company would be granted 5,000,000 warrants from Kryso Resources Plc. upon shareholder approval.

The shareholders of Kryso approved the issuance of the warrants on July 11, 2007. The warrants are each exercisable at a price of 15 pence for a common share of Kryso over five years and expire in 2012. The warrants were granted in accordance with the agreement concluded in December 2006. The exercise of the warrants required the approval of Kryso’s shareholders which was obtained at their shareholders’ meeting.

On date of grant the warrants had an estimated fair value of $937,365 (using expected volatility of 72.2%, risk free interest rate of 5%, dividends of nil, remaining life of approximately 5 years and an exchange rate of $2.15:1GBP) which were recorded in the statement of operations.

24

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

9.	Financial instruments (continued)
	Held-for-trading financial instruments (continued)

(c)	Kryso Resources Plc. – Warrants (continued)
	The investment was fair valued on December 31, 2007 based on the assumptions detailed above, expected volatility of 72.5% and an exchange rate of $1.96:1GBP. The unrealized loss of $104,365 is reported in the current year net loss.

10. Investments in associates

		December 31			December 31
		2007			2006
Underlying book value of shares acquired	$	3,991,304		$	-
Excess ascribed to mineral properties		4,008,696			-
Share of loss		(796,027	)		-
	$	7,203,973		$	-

On June 28, 2007, the Company entered into an agreement with Rusaf Gold Ltd. (Rusaf) gaining the right to acquire approximately 37% of the fully diluted common shares of Rusaf for total consideration of $12 million, payable $8 million cash and $4 million in Great Basin common shares. Rusaf is a Canadian registered exploration company, operating from Dar Es Salaam, Tanzania, with 100% owned subsidiary companies that hold prospecting rights to properties in Tanzania and Russia.

The transaction was structured in three tranches of which the first tranche closed on June 28, 2007 with the payment of $2,000,000 for 3,333,333 common shares at $0.60 per share.

The second tranche of the purchase was subject to satisfaction of certain conditions, which were met on July 20, 2007 and enabled the Company to acquire a further 10,000,000 shares at a price of $0.60 per share for an aggregate payment in cash to Rusaf of $6,000,000. As of the conclusion of this tranche the Company obtained significant influence over Rusaf and had to equity account for its share of post-acquisition losses.

The third and final tranche is subject to certain conditions being met, including the completion of the acquisition by Rusaf of New Africa Mining Fund Nominees Tanzania (Pty) Ltd’s participation interest in the Lupa Goldfields Joint Venture. The third tranche will constitute the Company to acquire an additional 6,666,667 shares at a price of $0.60 per share to be paid by the issuance of Great Basin shares equal to the value of $4 million, based on the arithmetical average closing price of the Great Basin shares on the Toronto Stock Exchange for the twenty trading days immediately preceding receipt of the final shares.

Subsequent to December 31, 2007 this third tranche was cancelled and replaced by a new agreement whereby the Company will acquire the remaining 67% of Rusaf for a total consideration of $14.4 million, payable in approximately 4.9 million Great Basin Gold common shares (note 19(a)).

25

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

10.	Investments in associates (continued)
	The results of Rusaf for the period since acquisition of the investment on July 20, 2007 to December 31, 2007 as adjusted to agree to the accounting policies of the Company are as follows:

		100%			37%
Income	$	142,452		$	52,707
Expenses		(1,137,962	)		(421,046	)
Exploration cost capitalized		(1,155,913	)		(427,688	)
	$	(2,151,423	)	$	(796,027	)

At December 31, 2007, the balance sheet of Rusaf Gold Limited was as follows:

		100%			37%
Current assets	$	5,867,996		$	2,171,159
Non-current assets		13,308,807			4,924,259
Exploration cost capitalized		(1,155,913	)		(427,688	)
	$	18,020,890		$	6,667,730
Current liabilities	$	103,158		$	38,168
Future Income Tax		3,211,048			1,188,088
Shareholders’ equity		15,862,597			5,869,162
Exploration cost capitalized		(1,155,913	)		(427,688	)
	$	18,020,890		$	6,667,730

11. Mineral property interests

		December 31		December 31
Mineral Property Acquisition Costs, net		2007		2006
Hollister Property (note 11(a))	$	95,156,279	$	3,945,348
Burnstone Property (note 11(b))		123,257,650		106,964,650
Casino Property (note 11(c))		-		1
Kirkland Lake Property (note 11(d))		1		1
	$	218,413,930	$	110,910,000

26

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

11. Mineral property interests (continued)

(a) Hollister Property, Elko County, Nevada, United States of America (continued)

		December 31		December 31
		2007		2006
Balance, beginning of the year	$	3,945,348	$	3,945,348
Acquisition of interest held by third parties		91,210,931		–
Balance, December 31, 2007	$	95,156,279	$	3,945,348

From 1997 to 1999, the Company acquired a 100% working interest in the Hollister Property.

During 1998, the Company entered into an agreement for the acquisition of a group of claims that form part of the Hollister Property. This agreement, with a term of up to four 20-year terms, provides for annual advance royalty payments of US$50,000 per year until 2017 and thereafter increases to US$55,000 per year from 2018 to 2037. The claims are subject to net smelter return royalties ranging from 2% to 5%.

In August 2002, the Company entered into Earn-In and Joint Operating Agreements (the “Earn-In Agreement”) with Hecla Ventures Corp. (“Hecla” or “HVC”), an affiliate of Hecla Mining Company. These agreements provided that Hecla would vest in a 50% working interest in the Hollister Development Block (“HDB”), which is a portion of the Hollister Property.

On February 20, 2007, the Company entered into a share purchase agreement to acquire Hecla Ventures Corp. which held the 50% earn-in rights and certain tangible assets in the HDB for a total consideration of US$60 million.

The transaction was concluded on April 19, 2007 when the Company acquired 100% of the issued and outstanding shares of HVC from its parent, Hecla Limited, thereby effectively acquiring the remaining 50% of the HDB. HVC’s only business and primary asset was the 50% working interest in the HDB in which GBG owned the other 50%.

The purchase price paid for HVC was US$60 million, comprising US$45 million in cash and the remaining US$15 million payable in 7,930,214 GBG common shares.

The aggregate purchase price was $70,618,292, calculated as follows:

Cash payment (US$45 million)	$	50,791,500
Issuance of 7,930,214 Great Basin common shares		19,666,931
Share issue cost		159,861
	$	70,618,292

27

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

11. Mineral property interests (continued)

(a)	Hollister Property, Elko County, Nevada, United States of America (continued)
	The value of the 7,930,214 Great Basin common shares issued to Hecla Mining Limited was determined based on the closing market price of Great Basin's common shares on the date the shares were issued and the acquisition closed (April 19, 2007 at $2.48 per share).
	The fair value of the assets acquired and liabilities assumed at the date of acquisition is as follows:

Cash	$	11,156
Plant and equipment		903,826
Accounts payable		(816,515	)
Reclamation obligation		(722,304	)
Mineral property		91,210,931
Future income tax liability		(19,968,802	)
	$	70,618,292

	The results of operations of HVC have been included in the consolidated financial statements of the Company commencing April 20, 2007.
	An amount of $1,239,125 (US$ 1,250,000) is retained by Hecla in respect of the successful establishment of the Hollister Ventures Corp. 401K and related pension plans. This interest free amount is carried on the balance sheet under amounts receivable.
	As at December 31, 2007 and 2006, the Company had posted $1,420,958 and $103,702 respectively in reclamation deposits with the United States Bureau of Land Management ("BLM") in respect of exploration drilling on certain areas of the Hollister Gold Property.
	These deposits will be released by the BLM upon the conclusion of the exploration and related reclamation programs on these areas (note 8).
(b)	Burnstone Property, Republic of South Africa

		December 31		December 31
		2007		2006
Balance, beginning of the year	$	106,964,650	$	94,684,650
Settlement Agreement:
Issuance of 4 million common shares		-		7,600,000
Issuance of 2 million share purchase warrants		-		1,093,000
Share and warrant issuance costs		-		23,774
Future income tax provision		-		3,563,226
Royalty settlement (note (iv))		11,568,000		-
Future income tax provision		4,725,000		-
	$	123,257,650	$	106,964,650

28

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

11. Mineral property interests (continued)

(b)	Burnstone Property, Republic of South Africa (continued)
	In November 2002, the Company entered into an option agreement (the "Option to Purchase Agreement") with Southgold Exploration (Proprietary) Limited (“Southgold”) and the then shareholders of Southgold (the “Former Southgold Shareholders”) to purchase on a staged basis, up to 100% of Southgold.
	Southgold is a private South African company that at the time of acquisition by the Company held rights to acquire a 100% interest in the Burnstone Property in the Republic of South Africa, subject to a statutory requirement that a percentage of its equity or the property be owned by Historically Disadvantaged South Africans (“HDSA”). Under South African mineral legislation, Southgold must achieve an HDSA ownership target of 15% by April 2009 and 26% by April 2014.
	Upon signing the Option to Purchase Agreement the Company paid US$1.25 million ($2,007,561) to the Former Southgold Shareholders and also agreed to conduct a US$1.5 million work program prior to April 30, 2003, which was completed. The Company exercised its option to purchase the shares of the Former Southgold Shareholders and completed the purchase of Southgold by making payments of cash and Great Basin common shares and share purchase warrants to the Former Southgold Shareholders in two staged tranches, as described below.
	The Great Basin shares issued to the Former Southgold Shareholders pursuant to the two tranches and the Settlement Agreement (described in (iii) below) are subject to a voting trust agreement, pursuant to which the holders have undertaken to vote with Great Basin management until the earlier of (i) April 30, 2008, or (ii) the time they dispose of such shares in accordance with the Option to Purchase Agreement (“the Agreement”). The Former Southgold Shareholders are entitled to nominate two members to the Board of Directors of the Company, of which one has been nominated and elected.
	The Company's mineral rights, other than those acquired from GFL and Randex (see (iv) below), were held under option with "old order" mineral right holders, the State, or Municipalities. The Company has converted the "old order" rights to "new order" rights. Certain of the mineral right options were later amended to extend the options and it was acknowledged that the Mineral and Petroleum Resources Development Act was likely to become effective during the existence of the options.
	The amendments also provided that should the mineral rights lapse during the period of the options so that the Company is not able to exercise the option to purchase the mineral rights, the Company would nevertheless pay the purchase price should a mining right be granted to the Company by the Department of Minerals and Energy over these properties. The potential purchase price is ZAR 7,716,715 (Rand) (approximately $1,275,573).

29

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

11. Mineral property interests (continued)

(b) Burnstone Property, Republic of South Africa (continued)

(i)	Tranche One of the Southgold Option to Purchase Agreement
	On April 30, 2003, the Company exercised tranche one of the Option to Purchase Agreement and acquired the right to 49% of the outstanding common shares of Southgold for payments totaling US$2 million ($2,768,990) cash and the issuance of 10 million Great Basin common shares and 5 million Great Basin share purchase warrants. The shares were valued at their quoted market value and the warrants were valued at their estimated fair value. A finder’s fee, to a maximum of US$1 million, was payable as the Company acquired Southgold and made expenditures on the Burnstone Gold Property. This finder's fee totaling US$1 million ($1,258,154) was paid in 2003 and was included in acquisition costs.
(ii)	Tranche Two of the Southgold Option to Purchase Agreement
	On January 31, 2004, the Company exercised tranche two of the Option to Purchase Agreement and issued 11 million Great Basin common shares and 5.5 million Great Basin share purchase warrants to acquire the remaining 51% of the shares of Southgold. The shares were valued at their quoted market value and the warrants were valued at their estimated fair value.
	The warrants were exercisable at US$0.75 for one year from the date of issuance and were subject to an accelerated expiry provision under certain circumstances. In January 2005, the 5.5 million share purchase warrants issued pursuant to this tranche were exercised by the warrant holders, for proceeds to the Company of US$4,125,000 ($5,018,062).
(iii)	Settlement Agreement
	In July 2006, the Company settled all remaining potential obligations to the Former Southgold Shareholders under the Option to Purchase Agreement pursuant to a settlement agreement dated May 26, 2006, and issued 4 million Great Basin common shares and 2 million Great Basin share purchase warrants. The shares were valued at their quoted market value at the time of issue and the warrants were valued at their estimated fair value. The Company has accounted for this issuance as additional consideration for the shares of Southgold.
	The warrants are exercisable at US$1.80 for two years from the date of issuance and are subject to an accelerated expiry provision under certain circumstances. Subsequent to December 31, 2006, it was resolved by way of board resolution, passed on February 15, 2007, to allow the exercise price to be in ZAR. The warrants are exercisable at ZAR 12.90 per warrant.

30

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

11. Mineral property interests (continued)

(b) Burnstone Property, Republic of South Africa (continued)

(iii)	Settlement Agreement (continued)
	The fair values of the share purchase warrants issued above were estimated using a Black-Scholes option pricing model with the following assumptions:

	Settlement
	Agreement	Tranche two	Tranche one
Calculation date	July 18, 2006	January 31, 2004	April 30, 2003
Risk free interest rate	4%	3%	3%
Expected life	2.0 years	1.0 years	1.0 years
Expected volatility	56%	78%	85%
Expected dividends	nil	nil	nil
Exercise price	US$1.80	US$0.75	US$0.75
Market price	$1.84	$2.98	$1.38

(iv)	Acquisition costs of mineral rights from GFL and Randex
	On October 10, 2003, pursuant to a prospecting agreement (the “Prospecting Agreement”) dated October 17, 2000 between GFL Mining Services Limited (“GFL”), Randex Limited (“Randex”), and Southgold, Southgold elected to purchase certain mineral rights held by GFL and Randex within the Burnstone Property which were not covered under Southgold's then-existing rights, for ZAR 35 million ($6,695,598) subject to a net smelter return royalty ranging from 1% to 2% (tiered to the gold price), and payable to GFL. The Company funded Southgold's purchase of these rights. Current South African legislation abolished private ownership of mineral rights (and, possibly, royalties which are bound with those rights) and replaced them with a system which vests mineral tenure in the State.
	Under the terms of the Prospecting Agreement, in the event of a change in the mineral rights regime in South Africa, the parties agreed to negotiate amendments to the Prospecting Agreement, if possible without causing undue hardship to each of the parties.
	Under the terms of the Memorandum of Agreement signed under the Black Economic Empowerment Transaction Framework Agreement Southgold paid $11.6 million (ZAR80 million) to GFL in full and final settlement of the net smelter royalty payable in terms of the Prospecting Agreement (described in (v)). On October 1, 2007 Southgold paid GFL the amount of $11.6 million (ZAR80 million) and included this amount in the capitalized cost of mineral properties.

31

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

11. Mineral property interests (continued)

(b) Burnstone Property, Republic of South Africa (continued)

(v)	Black Economic Empowerment Transaction Framework Agreement
	On February 22, 2007, the Company entered into a framework agreement whereby it expected to achieve compliance with the requirements of South Africa’s broad-based Black Economic Empowerment Act (“BEE”) in order to secure its new order prospecting rights in respect of Burnstone.
	In terms of the framework, Tranter Gold (Proprietary) Limited (“Tranter”), a BEE company, purchased approximately 19.94 million shares (“the BEE Shares”) in Great Basin for ZAR 260 million (approximately US$37 million), which on that date represented approximately 14.5% of the common shares in the Company. Tranter thereby acquired a qualifying indirect interest in the Burnstone Gold Project as required under South Africa’s broad-based black economic empowerment act.
	Under the framework agreement, Gold Fields Limited (“Gold Fields”) and its subsidiary GFL agreed to sell to the Company the net smelter royalty (“NSR”) held by GFL on future gold production from the Burnstone Project (described in (iv)) for ZAR80 million, which extinguished the Company’s obligation in respect of the NSR. GFL donated the proceeds of its sale of the NSR to Tranter to allow Tranter to finance ZAR 70 million of the cost of the BEE Shares with the balance financed from other financial sources available to Tranter.
(vi)	Execution of the Transaction Framework Agreement
	On October 1, 2007, Tranter Burnstone (Proprietary) Limited (“Tranter Burnstone”) subscribed for and was allotted and issued with 812 new ordinary shares (“the Southgold Shares”) in the issued share capital of Southgold Exploration (Proprietary) Limited (“Southgold”), a wholly owned subsidiary of Great Basin.
	The aggregate subscription price paid by Tranter Burnstone to Southgold was $38 million (ZAR260 million). The 812 new ordinary shares constituted 26% of the issued share capital of Southgold.
	Subsequent to the completion of the above, N6C Resources Inc. (“N6C Inc.”), a wholly owned subsidiary of Great Basin, purchased the Southgold shares from Tranter Burnstone. Against the sale and registration of transfer of the Southgold shares from Tranter Burnstone to N6C Inc., Great Basin issued 19,938,650 common shares in the issued share capital of Great Basin to Tranter Burnstone.

32

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

11. Mineral property interests (continued)

(b) Burnstone Property, Republic of South Africa (continued)

(vi)	Execution of the Transaction Framework Agreement (continued)
	The 19,938,650 common shares represented approximately 9.3% of the fully diluted issued share capital of the Company. The Great Basin shares once issued to Tranter Burnstone, were admitted to trading on the JSE Limited on the same day (October 1, 2007).
	Resulting from this transaction, Tranter Gold being the shareholder of 75% of the issued share capital in Tranter Burnstone, became entitled to appoint a director to the boards of both of GBG and Southgold for as long as it holds a qualifying shareholding in GBG. Tranter Gold is further prohibited from disposing of the GBG Shares or doing anything else that might impact on the BEE credentials of Southgold for the period of three years or such longer period for which Southgold requires BEE equity participation in order for its prospecting and mining rights to remain valid.
	In addition to the issue and allotment of the 19,938,650 common shares in Great Basin, the Company provided a total of 1,684,312 Great Basin warrants to Investec (1,263,234) and Tranter Gold (421,078) respectively. Each warrant is convertible into one Great Basin common share at $3 (ZAR20.78) on or before October 1, 2010. The warrants are subject to GBG having the right to require exercise of the warrants if the market price equals or exceeds $7 (ZAR45.72) (Refer note 13(h)).
	Both the Great Basin common shares as well as the warrants issued in terms of this transaction were valued by independent valuation specialists in order to determine the fair value for accounting purposes.
	On February 22, 2007, the date on which the Transaction Framework Agreement were announced, the value of the Great Basin shares were $38 million (R260 million). The transaction was concluded on October 1, 2007 and resulted in the common shares and warrants being valued on the transaction date, taking into account the restrictions as defined in the Subscription and Acquisition Agreement.
	On the date of the transaction, the fair value of the shares and warrants were estimated at between $34 million (ZAR236 million) for the shares and $1.2 million (ZAR8 million) for the warrants and $37 million (ZAR257 million) for the shares and $1.2 (R8million) for the warrants using expected volatility of 62.74%, risk free rate of 8.93%, dividends of nil (Refer note 13(g) and 13(h)).

33

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

11. Mineral property interests (continued)

(b) Burnstone Property, Republic of South Africa (continued)

(vi)	Puma Option
	Puma Gold (Proprietary) Limited ("Puma") is a private South African company which holds prospecting and option contracts over certain portions of the farm Doornhoek 577 IR located on the eastern edge of the Burnstone Property. These options give Puma the right to explore and acquire certain mineral rights on this farm. Pursuant to an Option to Purchase Agreement dated November 4, 2006, the Company agreed to fund exploration drilling and related assaying work and other direct exploration costs totaling US$100,000 ($120,000) on this property, which has been met by the Company.
	In terms of the option agreement, these farms represent approximately 435,000 of the ounces in the additional measured and 29,000 of the ounces in the additional indicated t Burnstone, using a 400 cmg/t cut-off.
	The option period granted by Puma was extended beyond its expiry date of June 21, 2007, subject to the funding of two boreholes 700 meters deep or to the Main Reef horizon otherwise known as the South Reef or Nigel Reef and the sampling and analysis of samples in progress. The option price was increased from US$2.00 to US$8.00 per contained resource gold ounce. The extended option is valid up to 14 days after receipt of the assay of the last bore hole by the parties, receipt of which is still pending.
	Subject to certain conditions precedent, the Company expects to exercise the option in order to secure rights in these portions of Doornhoek 557IR.

(c)	Casino Property, Whitehorse Mining District, Yukon, Canada
	The Company owned a group of 161 mineral claims, some of which are subject to a 5% net profits from production royalty.
	During the period from 2000 to 2006 the Company granted options on the Casino property to various parties in exchange for cash and equity securities. During the year ended December 31, 2006 the Company recognized a gain of $112,005 on the sale of the equity securities received in connection with the options.
	On August 17, 2007, to acquire the Company’s interest in the Casino Property, Western Copper Corp., through its subsidiary CRS Copper Resources Inc., exercised the option and paid a total consideration of $1,000,000 in cash, resulting in the transfer of the Casino Property to CRS Copper Resources Inc for a gain of $993,210.
	In the event that a decision is made to put the Casino Property into commercial production, Western Copper Corp. will pay the Company an additional $1 million.

34

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

11. Mineral property interests (continued)

(d)	Kirkland Lake Property, Ontario, Canada
	In 1992, the future economic benefit of the Kirkland Lake property became uncertain, and while the property was not abandoned, there were no plans to make further significant expenditures on the property. Accordingly, the property was written down to a nominal amount.
	The Company continues to maintain the property in good standing.
(e)	Ganes Creek Property, Alaska, USA
	The Company signed an agreement, effective November 14, 2007, whereby it will earn an 80% interest in all hard rock mineral rights on the Ganes Creek Property in Alaska by expending a total of US$3 million in exploration expenditures over a period of 3 years. The Ganes Creek Property is held by CW Properties LLC (“CWM”), based in Talkeetna, Alaska, USA.
	Pursuant to the agreement, a minimum of US$500,000 in exploration expenditures needs to be incurred in 2007; an additional US$1.3 million in expenditures by the end of 2008; and a final US$1.2 million in expenditures by the end of 2009. The company can also increase its interest in the property at a production decision by purchasing the remaining 20% at fair market value should CWM not wish to participate in any development costs. CWM would retain a 2% Net Smelter Royalty of which 1% could be purchased by Great Basin for US$2 million.
(f)	Tsetsera Property, Mozambique, Africa
	The Company concluded a Joint Venture Agreement to enter into an unincorporated joint venture with G S Minase Refinaria Limitade (GSR) in Mozambique on August 20, 2007 (“the JV”). The purpose of the JV is to establish a gold exploration and mining business in Mozambique, whereby the company will have the exclusive right to explore all GSR’s properties.
	The Company will have an 80% interest in the JV, and has committed to exploration expenditures of approximately US$2 million over a three year period on the Tsetsera Property, which is located 80 km south of Manica in Mozambique, and other properties over which GSR holds mineral rights.
	Should any financing be required for the conducting of any mining activities, each of the parties shall contribute to such financing needs in proportion to their interests in the JV. Should GSR not be in a position to contribute such finance required by the JV in respect of any property or project, Great Basin shall have the right of first refusal to buy GSR’s remaining 20% share. The consideration payable in respect of the 20% share will be settled in either cash or Great Basin shares and the value will be based on resources reported at that time and valued at fair market price. GSR however will retain a 3% Net Smelter Royalty.

35

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

12.	Site reclamation obligations
	The provision for site closure and reclamation costs related to the Company’s mineral properties is as follows:

Balance, December 31, 2006	$	405,000
Changes during fiscal 2007:
Accretion		37,466
Recognition of obligation acquired from HVC		722,304
Foreign exchange valuation difference		(141,683	)
Additional obligation recognized		393,877
Balance, December 31, 2007	$	1,416,964

The components of the site reclamation obligation are as follows:

Burnstone Property (note 12(a))	$	507,168
Hollister Property (note 12 (b))		857,475
Other properties		52,321
Balance, December 31, 2007	$	1,416,964

(a)	Burnstone Property
	The estimated amount of the reclamation costs to remove infrastructure, capping and backfilling of the decline and subsequent property rehabilitation including re-vegetation and fertilization, adjusted for estimated inflation at 6% per year, is $2.3 million (ZAR 13.8 million) and is expected to be spent over a period of approximately three years beginning in 2023. The credit- adjusted risk free rate at which the estimated future cash flows have been discounted is 8%, to arrive at a net present value of $507,168.
(b)	Hollister Property
	The estimated amount of the reclamation costs to remove infrastructure, capping and backfilling of the decline and subsequent property rehabilitation including re-vegetation and fertilization, adjusted for estimated inflation at 3% per year, is $1.1 million (US$ 1.1 million) and is expected to be spent from 2015. The credit-adjusted risk free rate at which the estimated future cash flows have been discounted is 3.5%, to arrive at a net present value of $857,475.

36

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

13. Share capital

(a)	Authorized share capital
	The Company’s authorized share capital consists of an unlimited number of common shares without par value.
(b)	Share option plan
	The Company has a share option plan approved by the shareholders that allows it to grant options to a maximum number of eligible shares equaling a rolling percentage of up to 12.5% of the Company's outstanding common shares, calculated from time to time, subject to regulatory terms and approval, to its directors, employees, officers, and consultants. The exercise price of each option is set by the Board of Directors at the time of grant but cannot be less than the market price (less permissible discounts) on the Toronto Stock Exchange.
	Pursuant to the option plan, if outstanding options are exercised, or expire, and/or the number of issued and outstanding common shares of the Company increases, then the options available to grant under the plan increase proportionately. Options can have a maximum term of ten years and typically terminate 30 days following the termination of the optionee’s employment or engagement, except in the case of retirement or death. Vesting of options is at the discretion of the Board of Directors at the time the options are granted.
	The continuity of share purchase options is as follows:

	Weighted			Contractual
	average			weighted average
	exercise	Number of		remaining life
	price	options		(years)
Balance, December 31, 2005	$1.41	5,242,000		2.60
Granted	$2.21	5,505,000
Exercised	$1.49	(1,193,000	)
Forfeited	$1.47	(214,000	)
Balance, December 31, 2006	$1.87	9,340,000		2.47
Granted	$2.70	6,024,000
Exercised	$1.69	(3,015,830	)
Forfeited	$2.19	(630,000	)
Balance, December 31, 2007	$2.32	11,718,170		2.37

37

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

13. Share capital (continued)

(b)	Share option plan (continued)
	Options outstanding at December 31, 2007 are as follows:

		Number of	Number of
	Exercise	options	options
Expiry date	price	outstanding	exercisable
December 19, 2008	$1.62	1,650,000	1,650,000
March 31, 2009	$2.07	1,561,002	740,668
March 31, 2009	$2.45	180,000	120,000
April 30, 2009	$2.07	57,500	57,500
April 30, 2009	$2.45	354,000	354,000
October 23, 2009	$2.07	133,334	-
April 18, 2010	$2.68	1,332,000	759,834
December 31, 2010	$1.14	680,000	680,000
April 30, 2011	$2.45	1,255,000	836,666
November 8, 2011	$2.45	90,000	60,000
April 18, 2012	$2.68	2,395,334	444,000
July 5, 2010	$2.77	720,000	240,000
August 22, 2010	$2.10	305,000	101,667
September 4, 2010	$2.24	150,000	-
September 11, 2010	$2.54	175,000	-
November 9, 2010	$3.12	680,000	-
Total		11,718,170	6,044,335
Average option price		$2.32	$2.08

	Weighted
	average		Weighted average
	exercise	Number of	remaining contractual
Range of Exercise Price – Outstanding Options	price	options	life (years)
$ 1.00 - $ 1.24	$1.14	680,000	3.00
$ 1.50 - $ 1.74	$1.62	1,650,000	0.97
$ 2.00 - $ 2.24	$2.09	2,206,836	1.58
$ 2.25 - $ 2.49	$2.45	1,879,000	2.78
$ 2.50 - $ 2.99	$2.69	4,622,334	2.92
$ 3.00 - $ 3.50	$3.12	680,000	2.86
Total	$2.32	11,718,170	2.37

	Weighted
	average exercise	Number of
Range of Exercise Price – Exercisable options	price	options
$ 1.00 - $ 1.24	$1.14	680,000
$ 1.50 - $ 1.74	$1.62	1,650,000
$ 2.00 - $ 2.24	$2.07	899,835
$ 2.25 - $ 2.49	$2.45	1,370,666
$ 2.50 - $ 2.99	$2.69	1,443,834
Total	$2.08	6,044,335

38

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

13. Share capital (continued)

(b)	Share option plan (continued)
	The exercise prices of all share purchase options granted were at or above the market price at the grant date. Using an option pricing model with the assumptions noted below, the estimated fair value of options granted for the years ended December 31, 2007 and 2006, which have been included under office and administration in the consolidated statements of operations, is as follows:

		Year ended December 31
		2007		2006
Exploration
Engineering	$	596,320	$	283,178
Environmental, socio-economic and land		166,230		11,984
Geological		412,711		792,771
Exploration and pre-development schedule		1,175,261		1,087,933
Operations and administration		4,458,015		2,522,177
Total compensation cost recognized in office and
administration, credited to contributed surplus	$	5,633,276	$	3,610,110

The weighted-average assumptions used to estimate the fair value of options vesting during the respective years were as follows:

	Years ended December 31
	2007	2006
Risk free interest rate	4%	4%
Expected life	3.5 years	3.5 years
Expected volatility	57%	55%
Expected dividends	Nil	Nil

39

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

13. Share capital (continued)

(c)	Share purchase warrants
	The continuity of share purchase warrants during the year ended December 31, 2007 is as follows:

		Outstanding				Outstanding
	Exercise	December				December
Expiry dates	price	31, 2006	Issued	Exercised	Expired	31, 2007
May 18, 2007	$2.60	672,000	-	(598,385)	(73,615)	-
July 18, 2008	US$1.801	2,000,000	-	(1,001,110)	-	998,890
April 20, 2009	$3.50	-	28,750,000	-	-	28,750,000
September 30,
2010	ZAR20.78	-	1,684,312	-	-	1,684,312
		2,672,000	30,434,312	(1,599,495)	(73,615)	31,433,202

The continuity of share purchase warrants during the year ended December 31, 2006 is as follows:

		Outstanding				Outstanding
	Exercise	December 31				December 31
Expiry dates	price	2005	Issued	Exercised	Expired	2006
May 18, 2007	$2.60	-	672,000	-	-	672,000
July 18, 2008	US$1.801	-	2,000,000	-	-	2,000,000
		-	2,672,000	-	-	2,672,000

Note 1: In February 2007, the exercise price of the warrants expiring July 18, 2008 was changed to ZAR 12.90.

(d)	Contributed surplus
	The components of contributed surplus are:

		December 31			December 31
		2007			2006
Fair value of warrants issued which expired unexercised	$	238,668		$	221,250
Accumulated stock-based compensation		14,699,262			9,065,986
Share purchase options exercised, credited to share capital		(3,428,828	)		(1,423,764	)
Fair value of share purchase warrants exercised		688,689			–
Total contributed surplus	$	12,197,791		$	7,863,472

40

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

13. Share capital (continued)

(e)	Share issuance, April 2007- Public offering
	On April 19, 2007, the Company completed an offering of 57,500,000 units at a price of $2.60 per unit for gross proceeds of $149,500,000. Each unit consisted of one common share and one- half of a common share purchase warrant of the company. The common shares and warrants comprising the units have separated immediately upon the closing of the transaction.
	Each whole purchase warrant entitles the holder thereof to purchase one common share of the company at a price of $3.50 per share until April 20, 2009. The 28,750,000 warrants have been recorded with an estimated fair value of $16,210,226 (using expected volatility of 56.9%, risk free interest rate of 4%, dividends of nil, a share price of $2.48 and remaining life of approximately 2 years).
	The Company paid the underwriters a commission of $9,870,000 and incurred other share issue costs of approximately $1,991,905 for net proceeds of $137,638,095 of which $121,427,869 has been recorded as share capital and $16,210,226 as warrants.
(f)	Share issuance, April 2007- acquisition Hecla Ventures Corp.
	The Company completed the financing of the agreement to purchase Hecla’s 50% earn-in rights and certain tangible assets in the HDB with the issuance of 7,930,214 common shares on April 19, 2007. The shares have been valued at their quoted price of $2.48 per share on the date of issuance.
(g)	Share issuance, October 2007- conclusion Tranter Burnstone transaction
	On October 1, 2007 the Company issued 19,938,650 common shares to Tranter Burnstone (Proprietary) Limited ("Tranter Burnstone"), a subsidiary of Tranter Gold (Proprietary) Limited (Tranter Gold), in exchange for Tranter Burnstone’s 812 new ordinary shares held in Southgold Exploration (Pty) Ltd. The total purchase consideration of ZAR260 million ($38 million) was received in cash.
	The fair value of the transaction has been determined by independent valuation specialists, taking into account the following restrictions as defined in the Subscription and Acquisition Agreement:
	•	The shares are subject to a minimum lock in period of three years.
	•	Based on compliance requirements under the Mining Charter a likely scenario is a restricted period ending 2014, given rise to a maximum seven year lock-in.
	•	The shares are to be traded only on the JSE Limited and not on a foreign exchange.

41

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

13. Share capital (continued)

(g)	Share issuance, October 2007- conclusion Tranter Burnstone transaction (continued)
	The following inputs have been used to determine the theoretical value of the put option, applicable to the shares over a 3 to 7 year lock-in period, using the Black Scholes option pricing model:

Spot price (on grant date)	ZAR 21.48
Risk-free rate	8.93 % - 8.31%
Strike price	ZAR 27.76 – ZAR 37.55
Dividend yield	Nil
Volatility	62.74%

	The value of each option has been calculated between ZAR 8.70 and ZAR 12.35 for the 3 and 7 year lock-in respectively and a marketability discount between 40% and 45% was applied.
	Based on the above assumptions the fair market value of the Tranter transaction was estimated to be between $34 million (ZAR 236 million) and $37 million (ZAR 257 million) on a non- marketable minority basis on October 1, 2007.
	Net proceeds of $ 37,502,010 (ZAR 259 million), after $93,990 (ZAR 650,000) marketable securities tax paid in South Africa, was received of which $36,323,195 (ZAR 250.8 million) has been recorded as share capital and $1,178,815 (ZAR 8.2 million) as warrants (Refer note 13(h)).
(h)	Warrants issuance, October 2007- conclusion Tranter Burnstone transaction
	In addition to the issue and allotment of the 19,938,650 common shares in Great Basin, the Company provided a total of 1,684,312 Great Basin warrants to Investec, who provided a portion of the financing for the investment by Tranter Gold in Southgold (1,263,234), and Tranter Gold (421,078) respectively. Each warrant is convertible into one Great Basin common share at $3 (ZAR20.78) on or before October 1, 2010. The warrants are subject to GBG having the right to require exercise of the warrants if the market price equals or exceeds $7 (ZAR45.72) On the date of the transaction, the estimated fair value of the warrants were estimated at $1.2 million (ZAR8 million). The fair value was calculated using a option pricing model and based upon the following assumptions: expected volatility of 62.74%; risk free rate of 8.93% and dividends of nil.

42

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

14. Related party balances and transactions

Due from Related Parties		December 31		December 31
		2007		2006
Hunter Dickinson Inc. (note 14(a))	$	394,959	$	119,506
Plateau Resources (Proprietary) Limited (note 14(d))		-		53,949
Tranter Gold (Proprietary) Limited (note 14(e))		13,679		–
	$	408,638	$	173,455

Due to Related Parties		December 31		December 31
		2007		2006
Tranter Gold (Proprietary) Limited (note 14(e))	$	21,053	$	-
CEC Engineering Ltd. (note 14(b))	$	1,045		-
	$	22,098	$	-

Reimbursement for related party expenses and services rendered		Years ended December 31
		2007		2006
Hunter Dickinson Inc. (note 14(a))	$	974,067	$	1,755,870
CEC Engineering Ltd. (note 14(b))	$	36,771	$	112,348
Pangea Exploration (Proprietary) Limited (note 14(c))	$	–	$	33,855
Plateau Resources (Proprietary) Limited (note 14(d))	$	156,286	$	198,642
Tranter Gold (Proprietary) Limited (note 14(e))	$	670,042	$	–

Related party transactions are recorded at the exchange amount which is the amount of consideration paid or received as agreed to by the parties.

Related party balances receivable (payable), which are non-interest bearing and are due on demand, are included in amounts receivable (accounts payable and accrued liabilities) on the consolidated balance sheets. Related party balances receivable arise from advances by the Company for normal course in-progress services and near-term planned exploration and other work on the mineral properties.

(a)

Hunter Dickinson Inc. ("HDI") is a private company owned equally by nine public companies, one of which was the Company. HDI has certain directors in common with the Company and provides geological, corporate development, administrative and management services to, and incurs third party costs on behalf of, the Company and its subsidiaries on a full cost recovery basis pursuant to an agreement dated December 31, 1996.

(b)

CEC Engineering Ltd. is a private company owned by a director of the Company that provides engineering and project management services at market related prices.

43

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

14. Related party balances and transactions (continued)

(c)	Pangea Exploration (Proprietary) Limited (“Pangea”) is a private company of which a director of the Company is an officer. Pangea provided certain accounting and administrative services to the Company on rates negotiated while the officer was dealing at arm’s length with the Company.
(d)	Plateau Resources (Proprietary) Limited (“Plateau”) is a wholly-owned subsidiary of Anooraq Resources Corporation, a Canadian company which has certain directors in common with the Company. Plateau rent premises and other facilities to the Company pursuant to a cost-sharing arrangement based on a full cost recovery basis.
(e)	Tranter Gold (Proprietary) Limited (“Tranter Gold”) is a private company of which a director of the Company is an officer. Tranter Gold is also the Company’s Black Economic Empowerment partner and holds approximately 9% of the Company’s share capital.
	During the year ended December 31, 2007 the Company provided bridge financing to Tranter Gold in anticipation of the finalization of the BEE transaction. The bridging loan of $575,818 was settled in full on conclusion of the BEE transaction on October 1, 2007. The Company also provides Tranter Gold with certain accounting and administrative services on rates negotiated while the officer was dealing at arm’s length with the Company. During the year Tranter Gold provided Southgold with geological services to the value of $21,053 (ZAR146,202).

15.	Income taxes
	The estimated tax effect of the significant components within the Company’s future tax liability was as follows:

		December 31			December 31
		2007			2006
Future income tax assets
Mineral properties	$	1,876,000		$	2,641,000
Loss carry forwards		23,428,000			14,081,000
Equipment		253,000			107,000
Other		4,276,000			1,370,000
Subtotal		29,833,000			18,199,000
Valuation allowance		(20,899,000	)		(13,341,000	)
Net future income tax asset		8,934,000			4,858,000
Future income tax liability
Mineral property interests		(42,917,164	)		(23,695,000	)
Net future income tax liability	$	(33,983,164	)	$	(18,837,000	)

44

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

15.	Income taxes (continued)
	Income tax expense differs from the amount that would result from applying the Canadian federal and provincial tax rates to earnings before income taxes. These differences result from the following items:

		December 31			December 31
		2007			2006
Combined Canadian federal and provincial statutory rate		34.12%			34.12%
Income tax at statutory rates	$	(19,899,108	)	$	(4,773,000	)
Difference in foreign tax rates		1,224,142			412,000
Valuation allowance		7,558,472			1,925,000
Other non-deductible items, Canada		(660,948	)		2,061,000
Change due to foreign exchange		(357,470	)		(679,000	)
Change in tax rate		642,518			(643,000	)
Benefit of unrealized foreign exchange gain (loss) not
included in income		303,426			(721,000	)
Other		4,035,683			46,371
Future income tax recovery	$	(7,153,285	)	$	(2,371,629	)

At December 31, 2007, the Company had available losses for income tax purposes in Canada totaling approximately $1.1 million (2006 – $10.3 million), expiring in various years from 2008 to 2027. The Company has available resource tax pools in Canada of approximately $4.8 million (2006 – $7.8 million), which may be carried forward and utilized to reduce resource income. Included in these resource tax pools is $2.9 million (2006 – $2.9 million) which is successored, and consequently can only be utilized against taxable income from specific mineral properties.

At December 31, 2007, the Company had a net operating loss carry forward for United States income tax purposes of approximately US$45.7 million (2006 – US$17.0 million) which, if not utilized to reduce United States taxable income in future periods, expire through the year 2027. These available tax losses may only be applied to offset future taxable income from the Company's current United States subsidiaries.

Future utilization of United States loss carryforwards is subject to certain limitations under provisions of the Internal Revenue Code including limitations subject to Section 382, which relates to a 50 percent change in control over a three-year period, and are further dependent upon the Company attaining profitable operations. An ownership change occurred on June 30, 1999 with respect to Touchstone Resources Company, a wholly-owned subsidiary of the Company incorporated in the United States. Therefore, approximately $1.6 million of the above United States losses are subject to limitation under Section 382. Accordingly, the Company's ability to utilize these losses may be limited to approximately US$100,000 per year. Furthermore, the Company potentially incurred an ownership change under Section 382 at some time after June 1999. If so, an additional US$2.1 million of the United States losses will be subject to a similar annual limitation.

45

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

15.	Income taxes (continued)
	In addition, the Company has an available resource tax pool in the United States of approximately US$5 million (2006 – US$3.8 million).
	The future income tax liability arising from mineral properties is based substantially on South African rand-denominated assets and tax balances. As at December 31, 2007, the increase in future income tax liability since December 31, 2006 was due to the decrease in the value of the South African Rand compared to the Canadian dollar, changes in timing differences and the difference between the tax and accounting basis of shares issued pursuant to the Southgold Settlement Agreement (note 11(b)(iii)).
	FASB Interpretation No. 48 – Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (Accounting for Income Taxes) (FIN 48)
	In June 2006, the Financial Accounting Standards Board (FASB) issued FIN 48 to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on de- recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 was effective for fiscal years beginning after December 15, 2006.
	For Canadian GAAP purposes the Company adopted the provision of FIN 48 on January 1, 2007 which did not have a material impact on the consolidated financial position or results of operations.
	The Company did not have any unrecognized tax benefits as at January 1, 2007. There were no additions to or reductions for tax positions during the year. As a result, the balance as at December 31, 2007 is nil.
	The Company recognizes accrued interest and penalties related to unrecognized tax benefits in operating expenses.
	The Company is subject to taxes in Canada, United States and South Africa. The tax years which remain subject to examination as of December 31, 2007 for Canada, United States and South Africa include 2000 to present, 1997 to present and 2002 to present, respectively.

46

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

16.	Additional cash flow information
	Supplementary information:

		December 31		December 31
		2007		2006
Fair value of stock options transferred to share capital on options
exercised from contributed surplus	$	2,005,064	$	753,849
Fair value of warrants issued with short form prospectus offering	$	16,210,226	$	159,000
Warrants issued for property settlement	$	–	$	1,093,000
Warrants issued pursuant BEE Transaction	$	1,178,815	$	–
Common shares issued for property settlement	$	19,666,931	$	7,600,000
Increase in mineral property for future income taxes	$	19,968,802	$	3,563,226

Cash and cash equivalents consist of the following items:

		December 31		December 31
		2007		2006
Cash	$	4,296,897	$	947,927
Cash equivalents	$	74,066,057	$	33,016,509
	$	78,362,954	$	33,964,436

	Cash equivalents consist of short-term investments with maturity dates of three months or less, call accounts and money market investments which are available on 24 hour notice and bankers acceptances which are readily convertible to known cash amounts.
17.	Segment disclosure
	The Company operates in a single reportable operating segment, the exploration and development of mineral properties. Geographic information is as follows:

Assets		December 31		December 31
		2007		2006
Canada
Assets other than mineral property interests	$	56,796,521	$	31,308,371
Mineral property interests		1		2
United States
Assets other than mineral property interests		5,890,010		394,917
Mineral property interests		95,156,279		3,945,348
South Africa
Assets other than mineral property interests		48,212,597		7,305,232
Mineral property interests		123,257,650		106,964,650
Total assets	$	329,313,058	$	149,918,520

47

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

18.	Contingencies and commitments
	The Company, through its subsidiaries, N5C Resource Inc., N6C Resources Inc. and Rodeo Creek Gold Inc. signed a loan guarantee agreement in terms of the conclusion of the transaction with Tranter Burnstone (Pty) Ltd (“Tranter Burnstone”).
	Tranter Burnstone borrowed $29 million (R200million) from Investec to settle a portion of the purchase consideration of $38 million (ZAR 260 million) for the 812 Southgold shares. The security for the loan comprised, amongst others, a loan guarantee in terms of which N5C Resources Inc., N6C Resources Inc. or Rodeo Creek Gold Inc. are obliged, in the event of default by Tranter Burnstone on any of its interest payments to Investec, at any time for the first four years to lend not more than $11.6 million (ZAR80 million) to Tranter Burnstone in order to settle such repayment obligations. The loan, if granted, will be secured by the Great Basin Gold Ltd shares held by Tranter Burnstone second to the security over these shares held by Investec for the $29 million (ZAR 200 million) loan advanced.
19.	Subsequent events
	Subsequent to December 31, 2007,

(a)	Rusaf Gold Ltd acquisition
	The Company announced on February 14, 2008 that it had entered into an agreement with Rusaf Gold Ltd (“Rusaf”) whereby it will purchase the remaining 63% of the fully diluted equity shares of Rusaf for a total consideration of $14.4 million, payable in approximately 4.9 million Great Basin Gold common shares. The exchange ratio was one Great Basin Gold share for every 4.5 Rusaf shares. For the year ended December 31, 2007 the Company’s investment of 37% in the issued common stock of Rusaf was recognized as an investment in associate (note 10) and the Company has equity accounted for its share of post-acquisition losses incurred.
	The acquisition terms also provide for additional Great Basin Gold shares to be issued in the first three years from closing, contingent upon gold discoveries involving more than 500,000 ounces on certain mineral prospects currently held by Rusaf. In the event of such discoveries, the Company will issue shares valued at the higher of current or then-prevailing market price to the former Rusaf shareholders on the basis of valuing these gold ounces at US$15/oz for inferred resources and US$40/oz for measured and indicated resources (subject to a minimum average cut-off grade of 1.5 grams per tonne or 0.04 oz per ton). The Company has also agreed to spend between $7 million and $19 million in exploring Rusaf’s properties during this period depending on independent advice as to the likelihood of exploration success.

48

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

19. Subsequent events (continued)

(a)	Rusaf Gold Ltd acquisition (continued)
	The Rusaf acquisition is subject to the approval of Rusaf shareholders, certain judicial orders, as well as Toronto Stock Exchange and other regulatory approvals. Assuming all such conditions are met in the ordinary course, the parties are targeting completion of this transaction for the second calendar quarter of 2008.
(b)	Stock options granted
	The Company granted 2,630,003 options on February 4, 2008 with an exercise price of $3 per common share and an expiry date of February 4, 2011.
	A further 3,385,000 options were also approved by the Compensation Committee, which will be granted to the CEO, directors and executive staff subsequent to the filing of the financial statements. The pricing of these options was deferred to be determined after the release of the Company’s 2007 results based on a 5 day weighted average on the TSX.
(c)	Service agreement with Related Party – Hunter Dickinson Inc.
	The Company agreed on January 1, 2008 to an addendum to a Corporate Services Agreement dated September 25, 2007 with HDI, whereby it will settle a cancellation fee of $350,000 in cash and not by the issuance of Great Basin common stock. The transaction was concluded accordingly and the Company’s share was returned to treasury.

20.

Reconciliation with United States Generally Accepted Accounting Principles

Great Basin Gold Ltd. (the “Company”) prepares its consolidated financial statements in accordance with Canadian Generally Accepted Accounting Principles (“Canadian GAAP”) which principles differ in certain respects from those applicable in the United States (“US GAAP”) and from practices prescribed by the United States Securities and Exchange Commission (“SEC”). Had the Company applied US GAAP, certain items on the statements of operations, deficit and balance sheets would have been reported as follows:

49

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

20. Reconciliation with United States Generally Accepted Accounting Principles (continued)

		As at			As at			As at
		December 31			December 31			December 31
Consolidated Balance Sheets		2007			2006			2005
Total assets under Canadian GAAP	$	329,313,058		$	149,918,520		$	116,689,495
Adjustments under US GAAP
Investments (note 20(b)(i))		–			64,811			–
Total assets under US GAAP	$	329,313,058		$	149,983,331		$	149,983,331
Total liabilities under Canadian GAAP	$	41,521,472		$	20,572,823		$	20,064,205
Adjustments under US GAAP
Recognize warrants issued for property as liability (note 20(b)(ii))		545,893			1,093,000			–
Recognize warrants issued for BEE as liability (note 20(b)(ii))		1,178,815			–			–
Mark-to-market adjustment on warrants (note 20(b)(iii))		382,895			(74,000	)		–
Mark-to-market adjustment on warrants – BEE (note 20(b)(iii))		(179,540	)		–			–
Total liabilities under US GAAP	$	43,449,535		$	21,591,823		$	20,064,205
Share capital, warrants, contributed surplus and accumulated other
comprehensive income under Canadian GAAP	$	420,186,619		$	210,573,064		$	166,235,846
Adjustments under US GAAP:
Stock-based compensation (note 20(a))		2,658,000			2,658,000			2,658,000
Warrants exercised in prior periods		(3,695,159	)		(3,695,159	)		(3,695,159	)
Recognize warrants issued for property as liability (note 20(b)(ii))		(545,893	)		(1,093,000	)		–
Recognize warrants issued for BEE as liability (note 20(b)(iii))		(1,178,815	)		–			–
Share capital and contributed surplus under US GAAP	$	417,424,752		$	208,442,905		$	165,198,687
Deficit under Canadian GAAP	$	(132,395,033	)	$	(81,227,367	)	$	(69,610,556	)
Reverse translation adjustment on adoption of Financial
instruments (note 20(b)(i))		64,811			–			–
Adjustments under US GAAP:
Stock-based compensation (note 20(a))		(2,658,000	)		(2,658,000	)		(2,658,000	)
Investments (note 20(b)(i))		–			64,811			–
Mark-to-market adjustment on warrants (note 20(b))		(447,706	)		74,000			45,000
Mark-to-market adjustment on warrants exercised in prior
periods		3,695,159			3,695,159			3,695,159
Mark-to-market adjustment on warrants – BEE (note 20(b)(iii))		179,540			–			–
Reduction of gain on sale of investments due to prior year mark-
to-market adjustment		–			–			(45,000	)
Deficit under US GAAP	$	(131,561,229	)	$	(80,051,397	)	$	(68,573,397	)

50

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

20. Reconciliation with United States Generally Accepted Accounting Principles (continued)

		Year ended			Year ended			Year ended
		December 31			December 31			December 31
Consolidated Statements of Operations		2007			2006			2005
Loss for the year under Canadian GAAP	$	51,167,666		$	11,616,811		$	1,563,771
Adjustments under US GAAP:
Reduction of loss on sale of investments due to prior
year mark-to-market adjustment (note 20(b))		–			–			(45,000	)
Mark-to-market adjustment on warrants (note 20(b))		342,166			(74,000	)		–
Loss for the year, US GAAP	$	51,509,832		$	11,542,811		$	1,518,771
Other comprehensive income under Canadian
GAAP:		(538,061	)		–			–
Adjustment for unrealized holding gain
(note 20(b))		–			(64,811	)		–
Comprehensive loss	$	50,971,771		$	11,478,000		$	1,518,771
Basic and diluted loss per share for the year
under US GAAP (note 4(j))	$	0.31		$	0.11		$	0.02

	There are no differences between Canadian GAAP and US GAAP in the calculation of basic and diluted loss per share for the years ended December 31, 2007 and 2006.
	There are no material differences between Canadian GAAP and US GAAP in the consolidated statements of cash flows for the years ended December 31, 2007 and 2006.
(a)	Stock based compensation
	In the year ended December 31, 2003 the Company adopted the fair value based method of accounting for employee stock-based compensation as prescribed by FASB Statement No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”). The Company adopted the fair value method on a prospective basis from January 1, 2003 as permitted by FASB Statement No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure”, and amendment of FASB Statement No. 123. The prospective adoption of this new US GAAP policy creates no differences with the Company’s stock-based compensation expense reported under Canadian GAAP.
	In December 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 123 (revised 2004), “"Share-Based Payment” (“SFAS 123(R)”, which is a revision of SFAS 123. SFAS 123(R) supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. Generally, the approach in SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. As the Company currently uses the fair value method to account for all stock option grants this statement did not have any material impact on the financial statements when it was adopted on January 1, 2006.

51

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

20. Reconciliation with United States Generally Accepted Accounting Principles (continued)

(a)	Stock based compensation (continued)
	Prior to 2003 under US GAAP, the Company accounted for its employee stock option plan under the principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and other Interpretations. No compensation expense was recognized under APB 25 because the exercise price of the Company’s employee stock options equalled the market price of the underlying stock on the date of the grant.
	For the years ended December 31, 2007 and 2006, there were no differences in stock-based compensation expense in respect of employee and non-employee share options which would be required to be charged to operations under both Canadian and US GAAP.
	As SFAS 123 was adopted on a prospective basis, there is $2,658,000 historical difference in contributed surplus and deficit relating to the period prior to adoption. In terms of this Statement the cumulative effect of initially applying this Statement, if any, is recognized as of the required effective date. Under Canadian GAAP no provision was made for the recognition of the cumulative effect upon adoption of CICA 3870.
(b)	Fair value of financial instruments

(i)	US GAAP requires investments classified as available-for-sale securities to be recorded at fair value in accordance with SFAS 115, “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS 115”). Unrealized gains and losses are recorded in a separate component of shareholders' equity with the year-over-year change, net of the related tax effect, recorded as other comprehensive income (loss), except for declines in fair value that are determined to be other than temporary. These declines in value are charged to the statement of operations, which is similar to Canadian GAAP.
	US GAAP requires a company to present comprehensive income (loss) in accordance with SFAS 130, “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income (loss), its components and accumulated balances. Comprehensive income (loss) comprises net income (loss) and all changes to shareholders’ equity except those resulting from investments by owners and distributions to owners. As at December 31, 2006, the fair value of the Company’s available-for-sale securities increased by $64,811, which resulted in an adjustment to recognize the unrealized holding gain of the same amount in other comprehensive income.
	Effective January 1, 2007, the Company adopted Financial Instruments – Recognition and Measurement (Section 3855) the new accounting standard issued by the Canadian Institute of Chartered Accountants (“CICA”) relating to financial instruments. This standard sets out criteria for the recognition and measurement of financial instruments for fiscal years beginning on or after October 1, 2006.

52

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

20. Reconciliation with United States Generally Accepted Accounting Principles (continued)

(b)	Fair value of financial instruments (continued)
	This standard requires all financial instruments within its scope, including derivatives, to be included on a Company’s balance sheet and measured either at fair value or, in certain circumstances when fair value may not be considered most relevant, at cost or amortized cost. Changes in fair value are to be recognized in the statements of operations or comprehensive income, depending on the classification of the related instruments.
	As required by the transitional provisions of these new standards, these standards have been adopted on a prospective basis with no restatement to prior period financial statements. All financial assets and liabilities are recognized when the entity becomes a party to the contract creating the asset or liability. As such, any of the Company’s outstanding financial assets and liabilities at the effective date of adoption are recognized and measured in accordance with the new requirements as if these requirements had always been in effect. Any changes to the fair values of assets and liabilities prior to January 1, 2007 are recognized by adjusting opening deficit or opening accumulated other comprehensive income. The adjustment to opening accumulated other comprehensive income was $64,811.
	Under US GAAP, warrants issued by the Company that are denominated in currencies other than Canadian dollars would be accounted for as a derivative liability pursuant to SFAS 133.

(ii)	During 2006, the Company issued 2,000,000 of such warrants and assigned the issued warrants a value of $1,093,000. At December 31, 2006, the fair value of these warrants was estimated at $1,019,000 resulting in a mark-to-market gain of $74,000 that would have been recorded under US GAAP. During the 2007 year 1,001,110 of the warrants were exercised. The fair value of the remaining warrants was estimated at $928,788 at December 31, 2007 resulting in a mark-to- market loss of $382,895 that would have been recognised under US GAAP.
	Under Canadian GAAP the fair value of the warrants were recognized under equity in 2006. The $547,107 fair value of the 1,001,110 warrants exercised was re-allocated to contributed surplus.
(iii)	During 2007, the Company issued 1,684,312 of such warrants upon the conclusion of the BEE transaction and assigned the issued warrants a value of $1,178,815. At December 31, 2007, the fair value of these warrants was estimated at $999,275 resulting in a mark-to-market gain of $179,540 recognized under US GAAP. Under Canadian GAAP the warrants were recognized at fair value with no fair value adjustment required on December 31, 2007.

(c) Other

(i) The following additional information would be presented if these consolidated financial statements were presented in accordance with US GAAP with respect to amounts receivable:

53

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

20. Reconciliation with United States Generally Accepted Accounting Principles (continued)

(c) Other (continued)

		As At December 31
		2007		2006
General and value added sales taxes	$	604,109	$	411,482
Other receivables		1,894,669		14,867
Deposit		1,239,125		-
Total	$	3,737,903	$	426,349

(ii) The following additional information would be presented if these consolidated financial statements were presented in accordance with US GAAP with respect to amounts payable and accrued liabilities:

		As At December 31
		2007		2006
Accounts payable	$	1,395,828	$	725,122
Accrued liabilities
Other		3,095,774		605,701
Annual bonuses		396,000		-
Site equipment - Burnstone		740,686		-
Site equipment – Hollister		470,958		-
Total	$	6,099,246	$	1,330,823

(iii)	Under Canadian GAAP the investment in Rusaf Gold Ltd was equity accounted for from July 20, 2007 when the Company obtained significant influence (note 10). Under US GAAP the acquisition is classified as a stepped acquisition. The Company is required to apply the equity method from the day of the first investment, that being June 28, 2007.
	Due to the short time frame between the first and second tranche and a review of the monthly expenses for Rusaf, it was concluded that the impact of the movement in the equity reserves for Rusaf during the period on the consolidated accounts of the Company would be immaterial and therefore no adjustment was made under US GAAP.

(d)

Additional disclosures

The Company meets the definition of a development stage enterprise under SFAS 7, “Accounting and Reporting by Development Stage Enterprises” (“SFAS 7”) and under AcG “Enterprises in the development stage” in Canadian GAAP. Pursuant to the rules and regulations of the SEC, a mining company in the exploration stage should not refer to itself as a development stage company in its financial statements, even though such Company should comply with SFAS 7.

54

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

20. Reconciliation with United States Generally Accepted Accounting Principles (continued)

(d)	Additional disclosures
	Under SFAS 7, the Company is required to provide additional disclosures from its date of inception, or the date the Company was reactivated to undertake development stage activities.
	Consolidated summarized statements of operations and deficit and cash flows since January 1, 1998, the date the Company was considered to be reactivated to undertake development stage activities, to December 31, 2007 are presented as follow:

		Period from
		January 1, 1998
		to December 31,
Consolidated statements of operations and deficit		2007
Mineral property exploration and reclamation	$	93,533,520
General and administration, salaries, professional fees, and other		38,907,265
Other income		(11,999,310	)
Net loss for the period from January 1, 1998 to December 31, 2007, being the
deficit accumulated during the exploration stage		120,441,475
Opening deficit accumulated during the development stage, January 1, 1998		11,119,754
Ending deficit accumulated during the development stage, December 31, 2007	$	131,561,229

		Period from
		January 1, 1998
Consolidated statements of cash flows		to December 31, 2007
Operating activities	$	(111,543,152	)
Investing activities		(100,890,406	)
Financing activities		288,863,150
Increase in cash and cash and cash equivalents		76,429,592
Cash and cash equivalents – January 1, 1998		1,922,206
Acquired through business acquisition		11,156
Cash and cash equivalents – December 31, 2007	$	78,362,954

55

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

20. Reconciliation with United States Generally Accepted Accounting Principles (continued)

	Common Shares
									Accumulated
									other	Total
	Issue	Number of				Contributed			comprehensive	shareholders'
	Price	shares	Amount		Warrants	surplus	Deficit		income	equity
	$		$		$	$	$		$	$
Balance, January 1, 1998		14,161,171	22,790,760		–	–	(11,119,754	)	–	11,671,006
Escrow shares	0.01	750,000	7,500		–	–	–		–	7,500
Exercise of options	1.28	41,875	53,600		–	–	–		–	53,600
Private placement	2.00	1,704,600	2,983,088		–	–	–		–	2,983,088
For mineral property interests	1.43	162,500	232,624		–	–	–		–	232,624
Loan guarantee	2.05	98,125	201,156		–	–	–		–	201,156
Loss for the year	-	–	–		–	–	(6,819,118	)	–	(6,819,118	)
Stock based compensation	-	–	–		–	372,000	–		–	372,000
Balance, December 31, 1998		16,918,271	26,268,728		–	372,000	(17,938,872	)	–	8,701,856
Exercise of warrants	1.16	1,834,600	2,126,428		–	–	–		–	2,126,428
Exercise of options	1.17	1,276,800	1,488,069		–	–	–		–	1,488,069
Private placement	1.30	4,864,335	6,011,841		–	–	–		–	6,011,841
For donations	2.50	4,000	10,000		–	–	–		–	10,000
For mineral property interests	1.28	2,825,000	3,606,250		–	–	–		–	3,606,250
Loss for the year	-	–	–		–	–	(6,313,029	)	–	(6,313,029	)
Stock based compensation	-	–	–		–	1,385,000	–		–	1,385,000
Balance, December 31, 1999		27,723,006	39,511,316		–	1,757,000	(24,251,901	)	–	17,016,415
Exercise of warrants	1.31	5,312,331	6,983,902		–	–	–		–	6,983,902
Exercise of options	1.30	146,800	190,297		–	–	–		–	190,297
Private placement	2.00	5,000,000	9,299,145		–	–	–		–	9,299,145
Loss for the year	-	–	–		–	–	(11,346,645	)	–	(11,346,645	)
Stock based compensation	-	–	–		–	41,000	–		–	41,000
Balance, December 31, 2000		38,182,137	55,984,660		–	1,798,000	(35,598,546	)	–	22,184,114
Share issuance costs	-	–	(31,245	)	–	–	–		–	(31,245	)
Loss for the year	-	–	–		–	–	(9,924,906	)	–	(9,924,906	)
Stock based compensation	-	–	–		–	860,000	–		–	860,000
Balance, December 31, 2001		38,182,137	55,953,415		–	2,658,000	(45,523,452	)	–	13,087,963
Exercise of warrants	1.00	2,257,000	2,257,000		–	–	–		–	2,257,000
Exercise of options	0.96	679,900	656,018		–	–	–		–	656,018
Private placement	1.50	5,742,327	7,891,385		–	–	–		–	7,891,385
Warrants issued for mineral property	-	–	–		295,000	–	–		–	295,000
Stock based compensation	-	–	–		–	374,627	–		–	374,627
Loss for the year	-	–	–		–	–	(4,792,089	)	–	(4,792,089	)
Balance, December 31, 2002		46,861,364	66,757,818		295,000	3,032,627	(50,315,541	)	–	19,769,904

56

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

20. Reconciliation with United States Generally Accepted Accounting Principles (continued)

	Common Shares
										Accumulated
										other	Total
	Issue	Number of				Contributed				comprehensive	shareholders'
	Price	shares	Amount	Warrants		surplus		Deficit		income	equity
	$		$	$		$		$		$	$
Balance, December 31, 2002 (brought forward)		46,861,364	66,757,818	295,000		3,032,627		(50,315,541	)	–	19,769,904
Exercise of warrants	1.51	6,541,943	7,683,994	–		–		–		–	7,683,994
Exercise of options	1.43	3,636,600	5,204,175	–		–		–		–	5,204,175
Private placement	1.80	5,600,000	9,416,731	–		–		–		–	9,416,731
Shares issued for mineral property	1.38	10,000,000	13,800,000	–		–		–		–	13,800,000
Fair value of stock options exercised	-	–	430,000	–		(430,000	)	–		–	–
Loss for the year	-	–	–	–		–		(13,043,469	)	–	(13,043,469	)
Stock based compensation	-	–	–	–		2,131,739		–		–	2,131,739
Exercise of warrants - fair value	-	–	7,019,962	–		–		–		–	7,019,962
Balance, December 31, 2003		72,639,907	110,312,680	295,000		4,734,366		(63,359,010	)	–	51,983,036
Exercise of warrants	1.81	2,137,772	3,785,490	–		–		–		–	3,785,490
Exercise of options	1.16	835,700	969,580	–		–		–		–	969,580
Shares issued for mineral property	2.98	11,000,000	32,780,000	–		–		–		–	32,780,000
Fair value of stock options exercised	-	–	239,915	–		(239,915	)	–		–	–
Loss for the year	-	–	–	–		–		(3,695,616	)	–	(3,695,616	)
Warrants expired unexercised	-	–	–	(221,250	)	221,250		–		–	–
Exercise of warrants - fair value	-	–	73,750	(73,750	)	–		–		–	–
Stock based compensation	-	–	–	–		2,473,354		–		–	2,473,354
Balance, December 31, 2004		86,613,379	148,161,415	–		7,189,055		(67,054,626	)	–	88,295,844
Exercise of warrrants	0.91	5,500,000	5,018,062	–		–		–		–	5,018,062
Exercise of options	0.96	1,572,000	1,509,120	–		–		–		–	1,509,120
Exercise of warrants - fair value	-	–	2,844,879	–		–		–		–	2,844,879
Stock base compensation	-	–	–	–		476,156		–		–	476,156
Loss for the year	-	–	–	–		–		(1,518,771	)	–	(1,518,771	)
Balance, December 31, 2005		93,685,379	157,533,476	–		7,665,211		(68,573,397	)	–	96,625,290
Exercise of options	1.49	1,193,000	1,782,510	–		–		–		–	1,782,510
Shares issued for cash net of issue costs	2.25	11,200,000	23,058,915	–		–		–		–	23,058,915
Private placement net of issue costs	2.25	3,333,334	7,033,683	–		–		–		–	7,033,683
Shares issued for mineral property	1.90	4,000,000	7,600,000	–		–		–		–	7,600,000
Fair value of stock options exercised	-	–	753,849	–		(753,849	)	–		–	–
Compensation warrants	-	–	–	159,000		–		–		–	159,000
Stock based compensation	-	–	–	–		3,610,110		–		–	3,610,110
Loss for the year	-	–	–	–		–		(11,478,000	)	–	(11,478,000	)
Balance, December 31, 2006		113,411,713	197,762,433	159,000		10,521,472		(80,051,397	)	–	128,391,508

57

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

20. Reconciliation with United States Generally Accepted Accounting Principles (continued)

	Common Shares
										Accumulated
										other	Total
	Issue	Number of				Contributed				comprehensive	shareholders'
	Price	shares	Amount	Warrants		surplus		Deficit		income	equity
	$		$	$		$		$		$	$
Balance, December 31, 2006 (brought forward)		113,411,713	197,762,433	159,000		10,521,472		(80,051,397	)	–	128,391,508
Adoption of accounting policy	-	–	–	–		–		–		64,811	64,811
Exercise of options	1.69	3,015,830	5,111,184	–		–		–		–	5,111,184
Shares issued for cash net of issue costs	2.11	57,500,000	121,427,869	–		–		–		–	121,427,869
Shares issued for Hecla Ventures Corp.	2.48	7,930,214	19,666,931	–		–		–		–	19,666,931
Shares issued for Tranter Burnstone Pty Ltd	1.82	19,938,650	36,323,195	–		–		–		–	36,323,195
Share purchase warrants exercised	2.16	1,599,495	3,459,187	–		–		–		–	3,459,187
Fair value of stock options exercised	-	–	2,005,064	–		(2,005,064	)	–		–	–
Compensation warrants exercised	-	–	141,582	(141,582	)	–		–		–	–
Compensation warrants expired	-	–	–	(17,418	)	17,418		–		–	–
Fair value of warrants exercised	-	–	547,107	–		–		–		–	547,107
Warrants issued persuant to share issuance	-	–	–	16,210,226		–		–		–	16,210,226
Stock based compensation	-	–	–	–		5,633,276		–		–	5,633,276
Loss for the year	-	–	–	–		–		(51,509,832	)	–	(51,509,832	)
Fair value adjustment - financial instruments	-	–	–	–		–		–		538,061	538,061
Balance, December 31, 2007		203,395,902	386,444,552	16,210,226		14,167,102		(131,561,229	)	602,872	285,863,523

(e) Impact of recent United States accounting pronouncements

(1)

The FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. Effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, however there is partial deferral to November 2008 relating to non-financial assets and liabilities. The Company is currently evaluating the impact of the adoption of this Standard on the Company’s results of operations and financial position.

(2)

The FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 159, Fair Value Options for Financials Assets and Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Effective for years beginning after November 15, 2007. The Company is currently evaluating the impact of the adoption of this Standard on the Company’s results of operations and financial position.

58

GREAT BASIN GOLD LTD.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2007 and 2006

(Expressed in Canadian Dollars unless otherwise stated)

20. Reconciliation with United States Generally Accepted Accounting Principles – (continued)

(e) Impact of recent United States accounting pronouncements (continued)

(3)

The FASB Emerging Issues Committee (“EITF”) issued EITF 06-01, Consideration given by a service provider to a manufacturer or reseller of equipment (“EITF 06-01”). EITF 06- 01 addresses the accounting for consideration given by a service provider to a manufacturer or reseller of equipment necessary for an end-customer to receive service from the service provider. Effective for years beginning after June 15, 2007. The Company is currently evaluating the impact of the adoption of this Standard on the Company’s results of operations and financial position.

(4)

The FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 141(R), Revised 2007 Business Combinations. This Statement replaces FASB Statement No. 141, Business Combinations (“SFAS141(R)”). SFAS141(R) improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. This Statement establishes principles and requirements for how the acquirer recognizes and measures the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquire; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The impact of SFAS141(R) cannot be determined until such time as the Company completes a business combination.

59

EX-99.7

 

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

1.1	DATE	2
	1.2 OVERVIEW	2
	1.2.1 HOLLISTER PROPERTY, NEVADA, USA	4
	1.2.2 BURNSTONE PROPERTY, MPUMALANGA PROVINCE, SOUTH AFRICA	10
	1.2.3 CASINO PROPERTY, YUKON, CANADA	14
	1.2.4 GANES CREEK PROPERTY, ALASKA, USA	14
	1.2.5 TSETSERA PROPERTY, MOZAMBIQUE	15
	1.2.6 RUSAF GOLD LIMITED, TANZANIA	16
	1.2.7 KRYSO RESOURCES PLC	17
	1.2.8 MARKET TRENDS	17
1.3	SELECTED ANNUAL INFORMATION	18
1.4	SUMMARY OF QUARTERLY RESULTS	19
1.5	RESULTS OF OPERATIONS	20
1.6	LIQUIDITY	21
1.7	CAPITAL RESOURCES	23
1.8	OFF-BALANCE SHEET ARRANGEMENTS	23
1.9	CONTRACTUAL OBLIGATIONS	23
1.10	TRANSACTIONS WITH RELATED PARTIES	24
1.11	FOURTH QUARTER	24
1.12	PROPOSED TRANSACTIONS	25
1.13	CRITICAL ACCOUNTING ESTIMATES	26
1.14	CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION	27
1.15	NEW ACCOUNTING PRONOUNCEMENTS	29
1.16	FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS	31
1.17	OTHER MD&A REQUIREMENTS	31
	1.17.1 DISCLOSURE OF OUTSTANDING SHARE DATA	31
	1.17.2 DISCLOSURE CONTROLS AND PROCEDURES	32
	1.17.3 INTERNAL CONTROL OVER FINANCIAL REPORTING	33

1

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

1.1        Date

This Management’s Discussion and Analysis ("MD&A") should be read in conjunction with the audited consolidated financial statements of Great Basin Gold Ltd. ("Great Basin", or the "Company") for the year ended December 31, 2007 which are prepared in accordance with Canadian Generally Accepted Accounting Principles and are available through the internet on SEDAR at www.sedar.com. All dollar amounts herein are expressed in Canadian Dollars unless stated otherwise.

This MD&A is prepared as of March 31, 2008.

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

Cautionary Note to Investors Concerning Estimates of Measured and Indicated Resources

This management discussion and analysis uses the term ‘measured resources’ and ‘indicated resources’. The Company advises investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

Cautionary Note to Investors Concerning Estimates of Inferred Resources

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

1.2         Overview

Great Basin Gold Limited ("Great Basin" or the "Company") is a mineral exploration company that is currently focused on two advanced stage projects: Hollister Development Block (“HDB”) Project, which covers about 5% of the Hollister Property on the Carlin Trend in Nevada, USA and the Burnstone Gold Project in the Witwatersrand goldfields in South Africa.

2

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

The main activities by the Company in the year ended December 31, 2007 were:

Hollister Property

• Completion of the purchase of the earn-in interest of Hecla Mining Company in the Hollister Development Block Project for US$60 million;

• Completion of financing that raised a gross amount of $150 million for the Company, to purchase Hecla’s earn-in interest on the Hollister Development Block and the funding of continued exploration and development at the HDB;

• Completion of the Hollister Feasibility Study. Results of the study indicate robust returns for a 400 ton per day underground operation and a 6 year mine life. Ongoing drilling at Hollister continues to return excellent results, indicating the potential to increase both the production rate and life of mine of the project.

• Completion of the transition of services and management from Hecla to the Company at the Hollister Development Block Project.

• Continuation of the development of the Hollister Project, making progress with permits and completing a further 2,346 ft (715 m) pre-development in final quarter of 2007, totaling 13,000 ft (3,962 m) for the project to date.

Burnstone Property

• Completion of the Black Economic Empowerment Transaction on the Burnstone Project.

• Announcement of an increase in mineral resources at Burnstone.

• Announced results of the optimization of the May 2006 Burnstone Feasibility Study, indicating a 19% increase in annual average production to 254,000 ounces per annum.

• Completion of 4,209 ft (1,283 m) of the 7,590 ft (2,314 m) underground decline at Burnstone in South Africa (total metres achieved, including all secondary pre-development, is 5,016 ft (1,529 m)) The reef will be intercepted at 7,040 ft (2,146 m).

• The Department of Minerals and Energy (“DME”) acknowledged receipt of the application for a mining right by the Burnstone Project. The processing thereof is underway.

Corporate

• Completion of the appointment of senior management at both Hollister and Burnstone operations.

• Entered into a transaction to acquire 37% of the outstanding shares of Rusaf Gold Ltd (“Rusaf”) for total consideration of $12 million, payable $8 million cash and $4 million in Great Basin common shares. Rusaf, or its subsidiaries, hold prospecting rights in Tanzania and Russia. Subsequent to this transaction, on February 14, 2008, Great Basin announced that it had entered into an agreement whereby Great Basin will acquire the total remaining share capital of Rusaf for a total consideration of $14.4 million, payable in approximately 4.9 million Great Basin Gold common shares.

3

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

• Receipt of a settlement of $1 million in cash from CRS Copper Resources Inc., a subsidiary of Western Copper Corp., to exercise its option and acquire the Company’s 100% working interest in the Casino property in Yukon, Canada.

• Great Basin signed a Letter of Intent (“LOI”) on June 8, 2007, whereby the Company can earn an 80% interest in all hard rock mineral rights on the Ganes Creek Property in Alaska by expending a total of US$ 3 million in exploration expenditures over a period of 3 years. The Ganes Creek Property is held by CW Properties LLC. (“CWM”), based in Talkeetna, Alaska, USA.

• The Company entered into an unincorporated Joint Venture agreement on July 11, 2007 with GS Minase Refnaria Limitade (“GSR”). The purpose of the Joint Venture is to establish a gold exploration and mining business in Mozambique, whereby the Company will have the exclusive right to earn in up to 80% into all GSR’s properties.

During 2008 the Company will continue looking at other ways to expand the asset and production base of the company.

The Company also expects to reach development milestones at Hollister and Burnstone:

• At Hollister, production is expected to begin during the second quarter. The production is currently limited to 120,000 oz under current permitting over a period of 5 years, 80,000 oz of which is expected to be attained in 2008.

• At Burnstone, current permitting allows for the completion of the bulk sample at Burnstone and to the next stage of development inclusive of the sinking of a second outlet in the form of a vertical shaft. Full commercial production is, however, subject to the granting of a mining right by the South African Department of Minerals and Energy. The application for the mining right was submitted in September 2007 and accepted by the DME. The processing and approval of an application for a mining right by the DME generally takes approximately 12 months to complete.

1.2.1    Hollister Property, Nevada, USA

The Hollister Property is located in the northeastern part of the Carlin Trend, approximately 80 km (50 mi) from Elko, Nevada. Great Basin’s exploration efforts at Hollister from 1997-2001 resulted in the discovery and delineation of several high-grade gold-silver vein systems on the HDB. The main vein systems are called the Clementine, Gwenivere and South Gwenivere.

Purchase of Hecla Interest in the HDB

Pursuant to Earn-In and Joint Operating Agreements entered into in August 2002 between Great Basin and Hecla Mining Company, Hecla could vest in a 50% working interest in the HDB.

On February 21, 2007, the Company announced that it would purchase Hecla’s interest in the HDB which was held by Hecla’s subsidiary, Hecla Ventures Corporation (HVC), for a total consideration of US$60 million comprising US$45 million in cash and US$15 million in Great Basin common shares (approximately 7.93 million shares). Great Basin conducted a public offering of its shares to finance the purchase, fund ongoing exploration programs and provide working capital. The public offering closed and the HVC transaction was completed on April 19, 2007.

4

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

The appointment of the Senior Management Team has been completed and the continued development of the project is progressing well. Hollister obtained a permit for a second decline and an escape raise. The escape raise will serve as a second outlet and is a prerequisite for the commissioning of stoping activities. Development is continuing and the development of the escape raise has commenced.

May 2007 Resource Estimate for the HDB

A first phase 55,000 ft (16,750 m) underground drilling program was completed over the twelve months ending February 2007. The program intersected high grade gold and silver values over expected widths. Several new veins were also discovered.

Drilling was done at 100 ft (30 m) spacing. A resource estimate was announced in May 2007, as tabulated below:

RESOURCE CATEGORY	Cut-Off Au oz/ton	TONS	TONNES	GRADE Au oz/ton	GRADE Au g/t	OUNCES Au	GRADE Ag oz/ton	GRADE Ag g/t	OUNCES Ag	Ounces Au Equivalent
MEASURED	0.25	560,000	508,000	1.04	35.77	584,000	6.09	208.91	3,413,000	646,000
	0.35	448,000	406,000	1.23	42.20	551,000	6.98	239.27	3,124,000	608,000
INDICATED	0.25	343,000	311,000	1.00	34.45	344,000	5.09	174.58	1,744,000	376,000
	0.35	280,000	254,000	1.16	39.87	326,000	5.78	198.13	1,618,000	355,000
MEASURED & INDICATED	0.25	903,000	819,000	1.03	35.32	929,000	5.71	195.77	5,157,000	1,022,000
	0.35	728,000	660,000	1.20	41.30	877,000	6.52	223.54	4,742,000	962,000
INFERRED	0.25	805,000	731,000	1.08	37.13	872,000	3.94	134.92	3,169,000	930,000
	0.35	627,000	569,000	1.31	44.85	820,000	4.32	148.11	2,707,000	869,000

Notes:	(1) Mineral resources that are not mineral reserves do not have demonstrated economic viability.
	(2) Gold equivalent in table above was calculated by using the following metal prices: US$550/oz Au and US$10/oz Ag.
	No metal recoveries have been applied.
	(3) Highlighted cut-off 0.25 oz/ton was used in a 2006 preliminary assessment. Final cut-off and recoveries are subject to feasibility study.

The mineral resources were estimated by a combination of kriging and inverse distance by G.J. van der Heever, Pr.Sci.Nat., of Geologix Mineral Resource Consultants (Pty) Ltd., an independent Qualified Person. A National Instrument 43-101 technical report has been filed on www.sedar.com.

Bulk Sampling

Drifting on the veins continues. The material is extracted and stockpiled on surface. A 5,000-ton, bulk sample was trucked to a facility owned by Newmont Mining Company in April 2007 for test milling. Good recoveries were obtained and 2,090 oz of gold and 24,050 oz of silver (2,527 oz gold equivalent¹) were recovered.

^{_______________________________________________
1} Gold equivalent is based on metal prices of US$550/oz for gold and US$10/oz for silver and recoveries of 90% for gold and 80% for silver.

5

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

An additional 3,100-ton bulk sample was trucked to Jerritt Canyon process facility for milling and gold recovery in September 2007 in terms of an agreement for purchase and sale of ore. This agreement provides for the non-exclusive selling of up to 20,000 tons of ore.

The sample had a head grade of 0.708 oz (24.28 g/t) of gold per ton and 6 oz (205.72 g/t) of silver per ton, delivering 1,976 oz of gold and 14,835 oz of silver, or a total of 2,246 equivalent gold ounces.¹

Although the agreement for purchase and sale of ore provides for the extension of the agreement within a month of the completion of the processing of the 20,000 tons of ore, the extension is subject to negotiations in good faith to conclude a further agreement.

Hollister Feasibility Study

On July 12, 2007, the results of a feasibility study were announced for a 400 ore tons per day underground operation, mining the high-grade gold-silver mineralization from the Gwenivere, Clementine and South Gwenivere vein systems and trucking it to an off-site toll milling facility.

Using, a gold price of US$550/oz and a silver price of US$10.00/oz, the pre-tax results from the study indicate a very robust 105.6% pre-tax internal rate of return (“IRR”) and net present value (“NPV”)of US$122.9 million (5% discount rate). The key parameters and results are summarized in the table below:

Proven and probable reserves At 0.28 oz/ton cut-off	868,500 tons grading 1.01 oz/ton gold and 4.3 oz/ton silver
Production Rate	400 ore tons/day
Recoveries	90% gold 80% silver
Average Annual Production	150,000 oz gold equivalent1
Life of Mine Production (recovered)	834,000 oz gold 3,663,000 oz silver
Start up Capital Cost	$52 million
Operating Costs Mining Toll milling Trucking General & Administration	$175/ton $42/ton $29/ton $28/ton
Cash Cost	$214/equivalent oz1
Total Cost	$282/equivalent oz1
Life of Mine	6 years
Payback	1.5 years
Internal Rate of Return	105.6%
Net Present Value (5% discount rate)	$122.9 million

¹Gold equivalent is calculated using the above gold and silver prices and the formula:
Au-eq oz = Au oz + (Ag oz x Ag price/Au price)

At a gold price of US$650/oz, the NPV of the project at a 5% discount rate increases to $185 million and the IRR to 155%.

The feasibility study was completed by consultants under the supervision of Johan Oelofse, P.Eng., and Chief Operating Officer of Great Basin and reviewed by Associated Geoscience Ltd (AG). The independent qualified person for the National Instrument 43-101 is Peter Cain, Ph.D, P.Eng, of AG. Additional details can be found in the Company’s news release of that date or in the technical report for the study was filed on www.sedar.com.

6

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

All information contained in this management discussion relating to the contents of the Feasibility Study, including but not limited to statements of the Hollister project's potential and information such as capital and operating costs, production summary, and financial analysis, are "forward looking statements" within the definition of the United States Private Securities Litigation Reform Act of 1995. The Feasibility Study was prepared to quantify the Hollister project's capital and operating cost parameters and to determine the project's likelihood of feasibility and optimal production rate. The capital and operating cost estimates which were used have been developed based on detailed capital cost to production level relationships.
The following are the principal risk factors and uncertainties which, in management's opinion, are likely to most directly affect the ultimate feasibility of the Hollister project. The mineralized material at the Hollister project is currently classified as a measured and indicated resources, and a portion of it qualifies under Canadian mining disclosure standards as a proven and probable reserve, but readers are cautioned that no part of the Hollister project's mineralization is yet considered to be a reserve under US mining standards as all necessary mining permits would be required in order to classify the project's mineralized material as an economically exploitable reserve. Although final feasibility work has been done to confirm the mine design, mining methods and processing methods assumed in the Feasibility Study, construction and operation of the mine depend on securing environmental and other permits on a timely basis. Authorization has been received for bulk sampling. Additional permits have yet to be applied for and there can be no assurance that required permits can be secured or secured on a timely basis. Although costs, including design, procurement, construction and on-going operating costs and metal recoveries have been established at a level of detail required for a feasibility study, the actual amounts could be materially different from those contained in the Feasibility Study. The proposed operation would rely on third party toll treating and ore purchasing agreements for metal recoveries. There can be no assurance that the infrastructure facilities can be accessed on a timely and cost-effective basis. Energy risks include the potential for significant increases in the cost of fuel and electricity. The Feasibility Study assumes specified, long-term prices levels for gold. The price of this metal is historically volatile, and the Company has no control of or influence on its price which is determined in international markets. There can be no assurance that the price of gold will continue at current levels or that it will not decline below the prices assumed in the Feasibility Study. Prices for gold have been below the price ranges assumed in Feasibility Study at times during the past ten years, and for extended periods of time. The project may require additional financing, probably a combination of debt and equity financing. Although interest rates are at historically low levels, there can be no assurance that debt and/or equity financing will be available on acceptable terms. Other general risks include those ordinary to large construction projects, including the general uncertainties inherent in engineering and construction cost, the need to comply with generally increasing environmental obligations, and accommodation of local and community concerns.

Underground Drilling

The Phase one drilling tested to an average depth of only 500 ft (150 m) below the upper contact of the Ordovician host rocks of the veins systems.

Drilling in phase two (resources expansion) has intersected mineralization at an approximate depth of 920 ft (280 m) below the contact. This is being followed up with more drilling at depth. In addition, the current drilling is testing parallel veins and lateral extensions to the known vein systems. The Phase 2 program was completed in mid November. New results announced at that time are tabulated below.

Vein System	Drill Hole ID	Significant Intercepts
		Vein Intersection (ft)		Sample Interval (ft)		Drilled Thickness (ft)	Est. True Width (ft)	Analytical Results
		From	To	From	To			Au (oz/t)	Au (g/t)	Ag (oz/t)	Ag (g/t)
Clementine	HDB-183	No significant vein intercepts
Clementine	HDB-184	192.0	195.3	192.0 194.0	194.0 195.3	3.3 2.0 1.3	3.1 1.9 1.2	0.486 0.167 0.942	16.06 5.69 32.02	11.06 0.80 27.08	379.1 27.1 920.7
Exploration	HDB-185	No significant vein intercepts
Exploration	HDB-186	No significant vein intercepts
Clementine	HDB-187	No significant vein intercepts
Gwenivere	HDB-188	No significant vein intercepts
Gwenivere	HDB-189	511.9	512.4			0.5	0.4	0.346	11.86	13.83	498.0

7

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

Vein System	Drill Hole ID	Significant Intercepts
		Vein Intersection (ft)		Sample Interval (ft)		Drilled Thickness (ft)	Est. True Width (ft)	Analytical Results
		From	To	From	To			Au (oz/t)	Au (g/t)	Ag (oz/t)	Ag (g/t)
Gwenivere	HDB-190	130.1 140.0 207.4 324.0 342.4	130.7 140.3 211.0 324.4 346.9	207.4 208.6	208.6 211.1	0.6 0.3 3.7 1.2 2.5 0.4 4.5	0.6 0.3 3.4 1.1 2.3 0.4 4.2	0.402 0.452 0.921 0.180 2.466 0.336 0.108	13.78 15.50 31.59 6.17 84.55 11.52 3.70	2.47 0.41 2.65 7.66 0.27 3.71 0.14	84.0 14.0 90.7 260.0 9.3 126.0 4.6
Gwenivere	HDB-191	81.0 321.2	82.2 314.7			1.2 1.5	0.9 1.1	0.541 0.171	18.38 5.83	6.09 1.21	208.7 41.5
Gwenivere	HDB-192	276.0	284.0	276.0 277.5	277.5 284.0	8.0 1.5 6.5	5.7 1.1 4.6	1.08 5.19 0.10	37.11 177.94 3.43	3.67 17.69 0.32	125.9 606.6 10.9
Gwenivere	HDB-193	159.6 212.0 267.9	165.0 216.7 268.8	159.6 161.8 212.0 214.9	161.8 165.0 214.9 216.7	5.4 2.2 3.2 4.7 2.9 1.8 0.9	4.8 1.9 2.8 4.1 2.6 1.6 0.8	0.14 0.22 0.09 0.14 0.20 0.03 0.22	4.9 7.5 3.1 4.6 6.8 1.1 7.4	0.07 0.03 0.10 0.06 0.00 0.16 0.53	2.5 1.0 3.5 2.1 0.1 5.3 18.1
Gwenivere	HDB-194	114.2 167.0 196.5 272.0 284.7 311.3 338.0 367.2 410.0 553.5	115.1 170.5 197.6 273.2 285.5 314.0 339.5 367.8 411.2 556.1	207.4 208.6	208.6 211.1	0.9 3.5 1.1 0.2 0.9 1.2 0.8 2.7 1.5 0.6 1.2 2.6	0.9 3.5 1.1 0.2 0.9 1.2 0.8 2.7 1.5 0.6 1.2 2.6	0.45 3.19 0.26 0.53 0.20 0.18 0.10 1.74 1.76 0.64 0.22 0.77	15.3 109.4 9.0 18.0 7.0 7.0 3.6 59.7 60.5 21.9 7.5 26.3	2.48 66.26 0.72 1.66 0.52 0.72 0.05 4.20 5.43 3.38 0.28 0.42	85.0 2271.9 24.8 57.0 17.7 24.8 1.8 144.0 186.0 116.0 9.5 14.5
Exploration	HDB-195A	347.5	348.6			1.1	1.1	0.18	6.0	1.58	54.0
Clementine	HDB-196	107.9 221.0 252.0	108.4 225.0 259.2	252.0 253.2 256.0	253.2 256.0 259.2	0.5 4.0 7.2 1.2 2.8 3.2	0.4 3.3 5.9 1.0 2.3 2.6	1.20 0.46 0.71 3.85 0.02 0.14	41.0 15.7 24.4 131.9 0.7 4.87	4.58 1.24 9.17 52.88 0.11 0.70	157.0 42.5 314.4 1813.1 3.8 24.0
Clementine	HDB-197	188.5	189.1			0.6	0.5	0.53	18.0	0.55	19.0
Clementine	HDB-198	No significant intercepts
Clementine	HDB-199	171.7 245.7	172.5 249.0			0.8 3.3	0.7 2.9	0.19 2.27	6.45  77.76	1.95 20.83	67.0 714.3
Clementine	HDB-200A	No preliminary significant intercepts: Awaiting assay returns.

The Company initiated further drilling programs to confirm and expand on the good results achieved to date. The programs are described below and commenced in the fourth quarter.

8

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

• A further 29,000 ft (8,800 m) of in-fill drilling from underground will target areas mainly within the current delineated Gwenivere and Clementine vein structures, to boost the increase resources and the confidence of the mineral resources; and

• An additional 58,000 ft (17,700 m) underground drilling is designed to rapidly test the depth extension of the known resources and to bring any new resources to as high a confidence level as possible. Currently mineralization has only been outlined to an average depth of approximately 200 meters below the Ordovician unconformity.

Surface Drilling

Ongoing surface exploration has been testing targets defined by historical drilling as well as more recent geophysical resistivity surveys. Gold intercepts in drill hole H7-246 are in an unexplored area within the Hatter Zone. These results have renewed interest in this area and resulted in the identification of additional targets that will be tested by drilling. Results from the surface exploration are confirming both the prospectivity of the entire Hollister property.

Vein System	Drill Hole ID	Description	Sample Interval (ft)		Drilled Thickness (ft)	Analytical Results
			From	To		Au (oz/t)	Au (g/t)	Ag (oz/t)	Ag (g/t)
Hatter	H6-222	Stockwork	1077.6	1080.4	2.8	0.184	6.308	0.16	5.7
Hatter	H6-222	Veinlets	1377.0	1384.6	7.6	0.188	6.43	0.933	33.96
Hatter Graben	H7-246	Pre-collar	40	45	5.0	1.206	41.348	0.13	4.3
Hatter Graben	H7-246	Veinlets	1898.4	1902.2	3.8	1.148	39.359	P	P

P = Pending

Additional surface exploration commenced during the fourth quarter of 2007, encompassing 78,000 ft (23,800 m) of drilling, mainly testing anomalous zones defined by historical drill data within an approximate 1 mile (1.6 km) radius of the current underground infrastructure. These areas are located in the Hatter Zone to the east of the current decline infrastructure, where a number of historical drill-defined anomalies still remain to be tested.

Plans for 2008

The Company will continue with the development and delivery of the Hollister Project, which is planned to produce some 80 000 to 100 000 ounces in 2008. Actual development activities are well underway to achieve this. Capital Expenditure of approximately US$34 million is planned for the period. The Company also plans to incur operating costs of US$28 million at these operations for an average of US$400/oz for the period.

With regard to exploration activities, the Company plans to incur expenditure of approximately US$ 14 million during 2008. The focus of the exploration program would be to continue with infill drilling from the lateral underground, drilling at depth and strike to determine the extent of the vein system at the HDB, as well as surface drilling activities in and outside the HDB, on prospective target areas that were previously demarcated.

9

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

1.2.2     Burnstone Property, Mpumalanga Province, South Africa

The Burnstone Property is in the South Rand area of the Witwatersrand goldfields located approximately 50 mi (80 km) southeast of Johannesburg, near the town of Balfour. The property lies in open, rolling countryside that has excellent infrastructure, including paved highways, railroads and power lines.

Black Economic Empowerment

Great Basin closed the Subscription and Acquisition Agreement on October 1, 2007 between Great Basin and Tranter Gold (Proprietary) Limited (“Tranter Gold”), which had been entered into on August 8, 2007.

Tranter Burnstone (Proprietary) Limited (“Tranter Burnstone”), a subsidiary of Tranter Gold, subscribed for 812 new ordinary shares in Southgold Exploration (Proprietary) Limited (“Southgold”), a wholly-owned subsidiary of Great Basin, for a purchase consideration of $38 million (R260 million) in cash, which, following the issue and allotment of the new Southgold shares, constituted 26% of the entire issued share capital of Southgold. Following the implementation of the Southgold subscription, N6C Resources Inc., a wholly-owned subsidiary of Great Basin, purchased the new Southgold shares from Tranter Burnstone in exchange for the issue of 19,938,650 new common shares in Great Basin to Tranter Burnstone. There is an agreed lock-up period of at least 3 years during which Tranter cannot trade the Great Basin shares. The total purchase consideration amounted to $38 million (ZAR260 million). Resulting from this transaction, Tranter Gold being the shareholder of 75% of the issued share capital in Tranter Burnstone, became entitled to appoint a director to the boards of both GBG and Southgold for as long as it holds a qualifying shareholding in GBG. Tranter Gold is further prohibited from disposing of the GBG shares or doing anything else that might impact on the BEE credentials of Southgold for the period of three years or such longer period for which Southgold requires BEE equity participation in order for its prospecting and mining rights to remain valid.

In addition to the issuance of the 19,938,650 new common shares in Great Basin, 1,684,312 Great Basin warrants were issued to the parties involved with the transaction. These warrants are exercisable within three years and are subject to a mandatory conversion should the Great Basin share price reach $7 (ZAR45.72) .

On October 1, 2007 Investec advanced an amount of ZAR 200 million to Tranter Burnstone for the exclusive purpose of subscribing for the Southgold shares. The security for the loan comprised amongst others a loan guarantee in terms of which N5C Resources Inc, N6C Resources Inc or Rodeo Creek Gold Inc (all wholly-owned subsidiaries of the Company) is obliged in the event of default by Tranter Burnstone on any of its interest repayments to Investec at any time in the first four years to lend not more than ZAR 80 million to Tranter Burnstone (Refer 1.2.2) . This guarantee pertains only to the interest accrued on the amount advanced by Investec to Tranter and will not exceed ZAR 80 million.

The issue and allotment of the new Great Basin shares, constitutes approximately 9.3% of the issued share capital of Great Basin on a fully diluted basis.

In October 2000 Southgold entered into a Prospecting Agreement with, amongst others, GFL Mining Services Limited (a subsidiary of Gold Fields Limited) (“GFL”) in terms of which Southgold was entitled to prospect for minerals on certain mineral rights owned by GFL and in terms of which Southgold was granted an option to acquire these mineral rights.

10

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

Southgold exercised the option to acquire the mineral rights and the consideration was payable in a cash component (on date of acquisition) of $6.4 million (ZAR33.5 million) and a net smelter royalty component payable on any gold extracted from the acquired mineral rights.

As part of the BEE transaction, Southgold entered into the Memorandum of Agreement in terms of which Southgold paid $11.6 million (ZAR80million) to GFL in full and final settlement of the net smelter royalty payable in terms of the Prospecting Agreement. The value of this net smelter royalty was calculated on net present values prevailing at the date of the transaction framework agreement and agreed upon by Southgold and GFL.

By concluding this BEE transaction, Great Basin complied with the provisions of section 22 of the Mineral and Petroleum Resources Development Act, 2002, which enabled the company to submit its application for the Mining Rights over the Burnstone Project, which was submitted in September 2007.

The Department of Minerals and Energy (“DME”) acknowledged receipt of the application for a mining right and the processing thereof is underway. The processing and granting of an application for a mining right by the DME takes in the order of 12 months to complete.

Underground Development

The positive results of a Feasibility Study on a portion of the property called Area 1 were announced in May 2006. The first of a two-stage development program began in July 2006 with the development of an access decline. Work is ongoing; to the end of this quarter approximately 4,209 ft (1,283 m) of the planned 7,590 ft (2,314 m) of decline development were completed. Once completed a bulk sampling of 27 million tons is planned. The phase one program (bulk sampling) is scheduled for completion in the second half of 2008.

Optimisation of Feasibility Study

Since the initial feasibility report filed in May 2006, additional surface exploration drilling and mine planning has taken place. Inclusion of Area 2 for consideration of mining, and expansion of Area 1 have increased the available ounces of gold that can be accessed for development and extraction at the Burnstone Project from 2.4 million ounces to 3.5 million ounces, an increase of 46%.

An Optimisation of the May 2006 Feasibility Study was completed in June 2007, based on mineral resources in Area 1 and 2 as estimated to January 2007. In the Optimisation study, Area 1 was reevaluated, the mine design was improved and proven technology incorporated. This mining region is planned to be accessed through a single decline for personnel and equipment with a vertical shaft with a depth of 1,625 ft (495 m) being used for the hoisting of ore and waste. The Area 2 will be accessed through a twin decline for personnel and equipment as well as the extraction of ore and waste. The two operations are in close proximity and will share surface infrastructure, systems and business services. Under the optimized scenario, the annual production rate is increased by 19% to 254,000 ounces.

The key results from the optimized study, based on a long term gold price of US$550/oz, an exchange rate of South African Rand (ZAR) 7.50 to the US Dollar (US$) and a discount rate of 5%, are summarized below:

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

Proven and probable reserves at a 4 g/t cut-off.	24.1 million tonnes @ 4.5 grams of gold per tonne or 3.5 million oz
Metallurgical Recovery	95%
Recovered Gold (LoM)	3.3 million oz
Average Annual Gold Recovery	254,000 oz during mill life
Pre-production period	4 years to end of 2009
Mill start-up (100,000 tonnes per month)	Jan 2010
Mill full production @ 175,000 tonnes per month	8.5 years to March 2020
All-in capital and operating costs	US$355 per oz ZAR 82,917 per kilogram
Cash mine operating costs	US$283 per ounce ZAR 66,091 per kilogram
Capital Cost	US$238 million ZAR 1,787 million
Life of Mine	19 years including 4 years pre-production
IRR NPV (5%) NPV (10%)	23.5% US$322 million US$156 million
Payback	42/3 years after mill start-up

At a gold price of US$650 the NPV of the project at a 5% discount rate increases to US$519 million and the IRR to 31.97% .

The Technical Report on the Optimised Feasibility Study is based on a full review of the results of the components by Derek Rance, P.Eng., of Behre Dolbear & Company, who is an independent qualified person as defined by National Instrument 43-101. Individual components were completed by South African consulting firms:

• Geology and mineral resources were reviewed and updated for the Feasibility Study by HM Meadon, Pr.Sci.Nat., HM Exploration CC, and GJ van der Heever, Pr.Sci.Nat., GeoLogix Mineral Resource Consultants (Pty) Ltd.

• Mineral reserves, mine planning and design aspects were developed by Turgis Consulting (Pty) Ltd., under the supervision of Clive Brown, Pr.Eng.

• Mill process and plant design work was done by MDM Ferroman, and metallurgical testwork by Mintek Laboratories, all under the supervision of David Dodd, SAIMM, of MDM Ferroman.

• Environmental & permitting, tailings, water supply and infrastructure studies were conducted by Knight Piesold (Pty) Ltd. and other subcontractors, under the supervision of Joanna Goeller, Environmental Impact Assessment Practitioner and R.J. Scheurenberg, Pr.Eng.

12

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

All information contained in this discussion and analysis relating to the contents of the Optimised Feasibility Study, including but not limited to statements of the Burnstone project's potential and information such as capital and operating costs, production summary, and financial analysis and reserves, are "forward looking statements" within the definition of the United States Private Securities Litigation Reform Act of 1995. The Optimised Feasibility Study was prepared to quantify the Burnstone project's capital and operating cost parameters and to determine the project's likelihood of feasibility and optimal production rate. The capital and operating cost estimates which were used have been developed based on detailed capital cost to production level relationships.

The following are the principal risk factors and uncertainties which, in management's opinion, are likely to most directly affect the ultimate feasibility of the Burnstone project. The mineralized material at the Burnstone project is currently classified as a measured and indicated resource, and a portion of it qualifies under Canadian mining disclosure standards as a proven and probable reserve, but readers are cautioned that no part of the Burnstone project’s mineralization is yet considered to be a reserve under US Securities and Exchange Commission standards as all necessary mining permits would be required in order to classify the project’s mineralized material as an economically exploitable reserve. Although final feasibility work has been done to confirm the mine design, mining methods and processing methods assumed in the Optimised Feasibility Study, construction and operation of the mine and processing facilities depend on securing environmental and other permits on a timely basis. Authorization has been received for bulk sampling. Additional permits have yet to be applied for and there can be no assurance that required permits can be secured or secured on a timely basis. Although costs, including design, procurement, construction and on-going operating costs and metal recoveries have been established at a level of detail required for a feasibility study, actual amounts could be materially different from those contained in the Optimised Feasibility Study. There can be no assurance that these infrastructure facilities can be developed on a timely and cost-effective basis. Energy risks include the potential for significant increases in the cost of fuel and electricity. The Optimised Feasibility Study assumes specified, long-term prices levels for gold. The price of this metal is historically volatile, and the Company has no control of or influence on its price which is determined in international markets. There can be no assurance that the price of gold will continue at current levels or that it will not decline below the prices assumed in the Optimised Feasibility Study. Prices for gold have been below the price ranges assumed in Optimised Feasibility Study at times during the past ten years, and for extended periods of time. The project will require major financing, probably a combination of debt and equity financing. Although interest rates are at historically low levels, there can be no assurance that debt and/or equity financing will be available on acceptable terms. Other general risks include those ordinary to very large construction projects, including the general uncertainties inherent in engineering and construction cost, the need to comply with generally increasing environmental obligations, and accommodation of local and community concerns. The economics of the Burnstone Project are sensitive to the US Dollar and South African Rand exchange rate and this rate has been subject to large fluctuations in the last several years.

Surface Drilling

In February 2008, the mineral resources were updated based on work in 2007 and a database of 245 holes. Although the undiluted average grade has decreased by 16% to 6.9 g/t, total contained gold in the measured and indicated resources has increased by 41% to approximately 11 million ounces. At the cutoff grade of 400 cmg/t gold (the equivalent of 4 g/t over 1 m) highlighted below, 3.2 million ounces of gold have been added to the total measured and indicated resources (an increase of 41%) and approximately 2.0 million ounces have been added to the inferred resources (an increase of 486%).

BURNSTONE GOLD PROJECT MINERAL RESOURCES1 – JANUARY 2008
Category	Cut-off (cmg/t)	Tonnes (millions)	Grade (g/t)	Contained Gold2 (ounces)
Measured	350	39.0	7.56	9,474,000
	400	33.8	7.80	8,484,000
Indicated	350	15.7	4.95	2,503,000
	400	15.1	4.89	2,372,000
Measured & Indicated	350	54.7	6.81	11,977,200
	400	48.9	6.90	10,856,000
Inferred	350	18.6	4.42	2,642,000
	400	17.0	4.37	2,394,000

Notes to table:
(1) Mineral resources that are not mineral reserves do not have demonstrated economic viability.
(2) Metallurgical recoveries are assumed to be 100%.

The estimates were done using a geostatistical method by Deon van den Heever, Pr.Sci.Nat., of Geologix Mineral Resource Consultants (Pty) Ltd., an independent Qualified Person as defined by National Instrument 43-101.

13

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

Additional drilling is currently underway within and southwest of Area 1, in what is referred to as Area 4. The objective of this program is to expand the known resources and identify new areas of interest. Approximately 49,200 ft (15,000 m) are planned in drill holes at 1,970 ft (600 m) spacing in Area 4 alone, at an estimated cost of $2.4 million (ZAR15 million). The planned program has commenced and, during the third quarter, 16,100 ft (4,907 m) of the planned 49,200 ft (15,000 m) had been drilled.

Plans for 2008

At Burnstone the Company plans to develop the decline to the position where the first reef drive will be established to commence with the 26,000 tonne bulk sample in the second part of the year. In addition, while the development of the decline is expected to continue to shaft position, the shaft sinking contractor will continue with site establishment with the objective of sinking the shaft down to 501 m below surface. The Company also plans to commence with the refurbishment of the metallurgical plant which was purchased in 2007.

Exploration will continue at Burnstone, the focus being Area 4 which is adjacent to Area 1.The plan is to increase the resource of the Burnstone Project area.

1.2.3     Casino Property, Yukon, Canada

Western Copper Corp., through its subsidiary CRS Copper Resources Inc. exercised the option to acquire the Company’s 100% working interest in the Casino property in Yukon, Canada for the amount of $1 million on August 17, 2007. The full consideration of $1 million was received in cash on the date the option was exercised and the property transferred to CRS Copper Resources Inc. In the event that a decision is made to put the Casino Property into commercial production, the Western Copper Corp. will pay Great Basin an additional $1 million.

1.2.4     Ganes Creek Property, Alaska, USA

Great Basin signed an agreement, effective November 14, 2007, whereby the Company will earn an 80% interest in all hard rock mineral rights on the Ganes Creek Property in Alaska by expending a total of US$3 million in exploration expenditures over a period of 3 years. The Ganes Creek Property is held by CW Properties LLC (“CWM”), based in Talkeetna, Alaska, USA.

Pursuant to the agreement, a minimum of US$500,000 in exploration expenditures needs to be incurred in 2007; an additional US$1.3 million in expenditures by the end of 2008; and a final US$1.2 million in expenditures by the end of 2009. The company can also increase its interest in the property at a production decision by purchasing the remaining 20% at fair market value should CWM not wish to participate in any development costs. CWM would retain a 2% Net Smelter Royalty of which 1% could be purchased by Great Basin for US$2 million.

The Ganes Creek Property is located in Alaska, 440 km northwest of Anchorage and 40 km northwest of McGrath. The property is situated in the Tintina Gold Belt, which hosts the 20 million ounce Donlin Creek Project, located some 110 km to the northeast and held by NovaGold Resources and Barrick Gold. The mineral rights held by CWM at Ganes Creek total 15,402 acres, comprising thirty-nine 40-acre state claims, seventy 160-acre state claims and fourteen federal patents, containing 90 patented claims with a total area of 2,628 acres.

14

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

The Ganes Creek Project occupies the western portion of a 19km long area of gold anomalies, hard rock prospects and placer deposits aligned along the Yankee-Ganes Creek fault zone. The Yankee-Ganes Creek fault is sub-parallel to the major transcurrent Nixon-Iditarod fault. Regional geologic mapping has identified the eastern Innoko district (including Ganes Creek Project) as the structurally offset, northern extension of the Donlin trend of deposits and gold prospects. The Donlin trend is truncated by the Iditarod fault zone some 80 miles (130 km) to the southwest of the Ganes Creek Property.

Historical work on the property has identified intrusive-related gold showings as well as high grade shear- and vein-associated gold occurrences. Numerous showings are proximal to the regional Yankee-Ganes Creek fault, close to the eastern boundary of the property. Unverified historical production at the Independence Mine in the same area was reported to be 500 ounces gold at an average grade of 1 ounce gold per ton.

During the 2007 field season approximately 9,711 linear metres of exploration trenches were built. These trenches were constructed primarily on existing roads, trails, and ridges. Towards the end of the season, definition trenches followed up on prospective areas located subsequent to initial exploration trenches.

Approximately 1,685 rock samples were taken from exploration trenches. Trenches constructed in September at Breccia Ridge and the Spaulding Spur road (~4,0303 ft (1228 m)) were not sampled due to time constraints and left open to be sampled in the 2008 field season.

A majority of these rock samples were taken as continuous chip samples from newly exposed bedrock along trench walls and road bases. Continuous chip samples ranged from 1 to 4 m in length and were sampled according to lithologic control. Select samples of quartz veins, distinct alteration and mineralization were included within the chip sample stream. Trenches and samples were photographed and have been catalogued in the computer database.

All rock samples were sent to Alaska Assay Labs located in Fairbanks Alaska from which results are being expected during the second quarter of 2008

1.2.5     Tsetsera Property, Mozambique

The Company concluded a Joint Venture Agreement to enter into an unincorporated joint venture with G S Minase Refnaria Limitade (“GSR”) in Mozambique on August 20, 2007 (“the JV”). The purpose of the JV is to establish a gold exploration and mining business in Mozambique, whereby the Company will have the exclusive right to explore all GSR’s properties.

The Company will have an 80% interest in the JV, and has committed to exploration expenditures of approximately US$2 million over a three year period on the Tsetsera Property, which is located 80 km south of Manica in Mozambique, and other properties over which GSR holds mineral rights.

Should any financing be required for the conducting of any mining activities, each of the parties shall contribute to such financing needs in proportion to their interests in the JV. Should GSR not be in a position to contribute such finance required by the JV in respect of any property or project, Great Basin shall have the right of first refusal to buy GSR’s remaining 20% share. The consideration payable in respect of the 20% share will be settled in either cash or Great Basin shares and the value will be based on resources reported at that time and valued at fair market price. GSR however will retain a 3% Net Smelter Royalty.

15

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

The Company will manage the JV and will be responsible for the day to day management of the exploration and other activities to be conducted.

GSR currently owns the 17 square km Tsetsera Property. The property was worked historically by artisanal miners, who crushed quartz vein material and panned gold from the fines. The artisinal miners have exposed over 985 ft (300 m) strike length of quartz veins, 5 to 60 cm in width, within a phyllite (strongly metamorphosed sediments). Rock samples taken during a field visit returned gold assay values between 0.22 g/t and 26.8 g/t from grab samples, and a chip sample across a 60 cm quartz vein returned 5.6 g/t Au. No other work has been completed on the property.

Field work started in July 2007 on the ground in Mozambique. Mapping and sampling of the surface exposures commenced and a total of 17.5 line km have been mapped. A shear zone hosting the surface quartz vein showing was mapped out over a strike length of 2.5 km.

Abundant inactive local workings were identified during the mapping. At least 4 steeply dipping quartz veins were identified and mapped out over 2,625 – 5,250 ft (800-1600 m) strike length that varies in width from 20 cm to greater than 50cm. Representative samples were taken of the veins and results are pending.

A total of 25.6 line km have been cut and cleared in anticipation of geophysical surveys. Soil sampling at 200 m x 25 m centres will be completed along the same cut lines. Forty-four rock samples have been taken from the surface. All samples are being sent to ALS Chemex Labs in Johannesburg, RSA for analysis.

1.2.6     Rusaf Gold Limited, Tanzania

On June 4, 2007, the Company entered into an agreement with Rusaf Gold Ltd. (“Rusaf”) giving it the right to acquire approximately 37% of the fully diluted equity shares of Rusuf for total consideration of $12 million, payable $8 million cash and $4 million in Great Basin common shares. Rusaf is a Canadian registered exploration company, with operations in Tanzania and with 100% owned subsidiary companies that hold prospecting rights to properties in Tanzania and Russia.

The transaction provided for three tranches of which the first tranche closed on June 28, 2007 with the payment of $2 million for 3,333,333 shares at $0.60 per share.

The second tranche of the purchase was subject to satisfaction of certain conditions, which were met on July 20, 2007 and enabled the Company to be issued 10,000,000 shares at a price of $0.60 per share for an aggregate payment in cash to Rusaf of $6 million.

The third and final tranche is subject to certain conditions being met, including the completion of the acquisition by Rusaf of New Africa Mining Fund Nominees Tanzania (Pty) Ltd’s (“NAMF”) participation interest in the Lupa Goldfields Joint Venture. The third tranche will constitute the Company to acquire an additional 6,666,667 shares at a price of $0.60 per share to be paid by the issuance of Great Basin shares equal to the value of $4 million, based on the arithmetical average closing price of the Great Basin shares on the Toronto Stock Exchange for the twenty trading days immediately preceding receipt of the final shares.

16

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

Subsequent to December 31, 2007 this third tranche was cancelled and replaced by a new agreement whereby the Company will acquire the remaining 63% of Rusaf for a total consideration of $14.4 million, payable in approximately 4.9 million Great Basin Gold common shares.

1.2.7     Kryso Resources Plc

In December 2006, the Company entered into a share purchase agreement to acquire common shares of Kryso Resources Plc (“Kryso”), a mineral resources and exploration company exploring gold and precious metal deposits in Central Asia.

Kryso is a publicly traded company on the AIM market of the London Stock Exchange. Pursuant to the share purchase agreement, the Company acquired approximately 15% of the equity in Kryso with the subscription of 10,000,000 shares at 10 pence per share for a total payment of GBP1 million ($2,274,649).

On July 11, 2007 the Company received 5,000,000 warrants from Kryso. The warrants are exercisable at a price of 15 pence for a common share of Kryso over two years. The exercise of the warrants required the approval of Kryso’s shareholders which was obtained at their shareholders meeting.

On October 2, 2007 the Company acquired an additional 1,908,429 shares in terms of a public placement undertaken by Kryso. This ensured that the company maintained its 15% shareholding in the issued share capital of Kryso. The shares were issued at 11.5 pence per share and the total consideration of GBP219,469 ($448,266) was settled in cash.

1.2.8     Market Trends

The gold price averaged US$697/oz in 2007, increasing from US$410/oz in 2004, to US$445/oz in 2005, and US$604/oz in 2006. In 2008, gold prices have been increasing more rapidly since late 2007, averaging US$926/oz to late March, 2008. The silver price averaged US$6.69/oz in 2004, US$7.32/oz in 2005, US$11.55/oz in 2006 and US$13.38/oz in 2007. Silver prices continue to follow gold, averaging US$17.58/oz in 2008 to late March, 2008.

17

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

1.3         Selected Annual Information

In thousands of Canadian dollars, except per-share figures and number of shares. Small differences arise from rounding.

		As at and for the years ended
		December 31			December 31			December 31
		2007			2006			2005
Current assets	$	84,353		$	35,158		$	17,990
Mineral properties		218,414			110,910			98,630
Other assets		26,546			3,851			69
Total assets		329,313			149,919			116,689
Current liabilities		6,121			1,331			700
Future income taxes and other liabilities		35,400			19,242			19,364
Shareholders’ equity		287,792			129,346			96,625
Total liabilities and shareholders’ equity		329,313			149,919			116,689
Working capital1		78,232			33,827			17,290
Expenses (income)
Exploration and pre-development		42,045			8,007			3,885
Accretion of reclamation obligation		37			–			–
Conference and travel		1,475			1,076			336
Foreign exchange loss (gain)		2,533			(1,855	)		(3,114	)
Other income – proceeds from bulk sample		(2,696	)		–			–
Interest and other income		(3,726	)		(1,278	)		(480	)
Legal, accounting and audit		1,236			541			503
Office and administration		17,655			7,249			1,698
Shareholder communications		432			337			284
Trust and filing		360			234			86
(Gain) loss on disposal of fixed assets		(993	)		1			–
Loss before the under noted and income taxes		58,358			14,311			3,198
Loss from associate		796			–			–
Fair value financial instruments held-for-trading received		(937	)		–			–
Fair value financial instruments held-for-trading		104			–			–
(Gain) loss on sale of investments		–			(112	)		193
Mark-to-market adjustment on investments		–			(212	)		166
Loss before income taxes		58,321			13,988			3,557
Future income tax recovery		(7,153	)		(2,372	)		(1,993	)
Loss for the year	$	51,168		$	11,616		$	1,564
Basic and diluted loss per share	$	0.31		$	0.11		$	0.02
Weighted average number of common shares
outstanding		166,098,884			104,514,077			91,908,700

¹ Working capital refers to the net amount available after current liabilities are netted against current assets and is considered a non-GAAP measure.

18

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

1.4         Summary of Quarterly Results

In thousands of Canadian dollars, except per-share figures and number of shares. Small differences may arise due to rounding.

		Dec 31			Sept 30			Jun 30			Mar 31			Dec 31			Sep 30			Jun 30			Mar 31
		2007			2007			2007			2007			2006			2006			2006			2006
Current assets		84,353			74,871			102,735			30,768			35,158			39,989			42,570			16,985
Mineral properties		218,414			203,838			203,796			110,910			110,910			110,910			98,630			98,630
Other assets		26,546			25,796			10,290			4,238			3,851			1,408			141			96
Total assets		329,313			304,505			316,821			145,916			149,919			152,307			141,341			115,711
Current liabilities		6,121			3,158			3,048			3,307			1,331			1,064			965			516
Future income taxes and other
Liabilities		35,400			36,311			38,325			17,255			19,242			15,355			14,675			19,964
Shareholders’ equity		287,792			265,036			275,448			125,354			129,346			135,888			125,701			95,231
Total liabilities and
shareholders’ equity		329,313			304,505			316,821			145,916			149,919			152,307			141,341			115,711
Working capital1		78,232			71,713			99,687			27,461			33,827			38,925			41,605			16,469
Expenses (income)
Exploration & pre-
development		17,650			9,394			9,891			5,110			4,087			2,320			960			640
Accretion cost - ARO		8			9			10			10			-			-			-			-
Amortization		-			-			-			-			(15	)		8			6			1
Conference and travel		399			596			264			216			406			169			302			200
Foreign exchange loss (gain)		46			2,397			623			(533	)		750			(480	)		(2,706	)		580
Other income – proceeds from
bulk sample		(391	)		(1,094	)		(1,211	)		-			-			-			-			-
Interest and other income		(1,603	)		(971	)		(800	)		(352	)		(412	)		(467	)		(254	)		(145	)
Legal, accounting and audit		527			263			297			149			176			131			128			106
Office and administration		6,575			4,550			4,526			2,004			1,914			2,029			2,272			1,034
Shareholder communications		128			158			85			61			75			64			109			89
Trust and filing		82			64			121			93			130			7			11			86
Loss (profit) on fixed assets		1			(994	)		-			-			1			-			-			-
Loss before under noted and
taxes		23,422			14,372			13,806			6,758			7,111			3,781			828			2,591
Loss from associate		459			3372			-			-			-			-			-			-
Fair value financial instruments
held-for-trading received		(937	)		-			-			-			-			-			-			-
Fair value financial instruments
held-for-trading		104			-			-			-			-			-			-			-
Profit on sale of investments		-			-			-			-			(1	)		(35	)		(76	)		-
Mark-to-market adjustments		-			-			-			-			1			-			(11	)		(202	)
Loss before taxes		23,048			14,7092			13,806			6,758			7,112			3,746			741			2,389
Future income tax (recovery)
expense		(4,110	)		(945	)		(850	)		(1,248	)		1,326			(1,718	)		(1,980	)		-
Loss (income) for the period		18,938			13,7642			12,956			5,510			8,438			2,028			(1,239	)		2,389
Basic and diluted loss (income)
per share	$	0.10		$	0.08		$	0.08		$	0.05		$	0.07		$	0.02		$	(0.01	)	$	0.03
Weighted average number of
common shares outstanding
(thousands)		202,635			180,963			166,044			113,610			112,967			111,308			99,627			93,870

¹ Working capital refers to the net amount available after current liabilities are netted against current assets and is considered a non-GAAP measure.
² Loss from associate for the quarter ended September 30, 2007 was revised to provide for information which became available subsequent to date of filing.

19

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

1.5         Results of Operations

For the year ended December 31, 2007, the Group incurred a loss of $51,167,666 as compared to a loss of $11,616,811 in fiscal 2006. The increase in the loss is due mainly to higher exploration and pre-development costs incurred as a result of the Group purchasing Hecla Mining Company’s (“Hecla”) 50% earn-in rights in the Hollister Development Block (“HDB”) project in April 2007. Subsequent to this date, the Company incurred 100% of the costs with regard to the development of HDB.

a)	Pre-development and exploration costs
	The increased expenditure at HDB as well as the additional pre-development and exploration activities at the Burnstone project increased the total exploration and pre-development costs to $42,044,831 compared to $8,007,215 in 2006.
	Exploration costs increased to $3,313,171 (2006 - $2,468,238) for the Burnstone Property, mainly due to the increase in drilling activities during the year. Included in the 2006 year is once of costs for site reclamation of $405,000.
	At the Hollister Property, exploration costs increased to $8,355,808 (2006 - $1,665,763). The major contributors to this increase relate to $2,880,079 for drilling (2006 – $389,823), $1,574,917 for environmental management (2006 – $511,970), $606,237 for geological costs (2006 – $401,164) and $425,298 for assays and analysis (2006 – $14,291). Site activities and engineering increased significantly over the 2007 year to $725,672 and $1,170,116 respectively (2006 - $29,408; $118,469) due to the takeover of functions from Hecla and the increased pre- development of the Hollister property.
	Pre-development cost incurred during the year at the Hollister Property consist of equipment rental and services ($1,937,187), surface infrastructure ($2,942,261), underground access and infrastructure ($6,682,426) and operational cost and site activities ($6,289,421).
	At the Burnstone Property the focus remained on further exploration to expand and upgrade the mineral resources in Area 1 and Area 2 as well as the construction of the decline, including surface infrastructure, for the bulk sampling program and future mining activities. For the year ended December 31, 2007, total costs incurred for the bulk sampling program included surface infrastructure of $836,042 (2006 - $536,019), $4,000,468 (2006 - $443,229) underground and access infrastructure, establishment work of $697,457 (2006 - $393,129), $1,047,259 (2006 - $185,314) equipment rental and services, $308,660 (2006 - $322,257) portal construction and operational costs of $3,348,964 (2006 - $966,521). Construction of the vertical shaft and metallurgical plant commenced during the third quarter of 2007 at initial cost of $508,530 and $186,837 respectively.
	In addition to activities at Burnstone and Hollister, a further $1,066,797 (2006 – $966,003) was incurred on other exploration activities. Costs were mainly incurred during the exploration in Alaska (Ganes Creek) and Mozambique (Tsetsera project). Other costs were in respect to the farms Roodepoort 598IR, Rietfontein 561IR and Rietbult Estates 505IR which are outlying portions within the greater option area of the Burnstone Property.

20

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

b)	Foreign exchange
	The $1,855,404 foreign exchange gain recognized in 2006 turned around to a foreign exchange loss of $2,532,752 in 2007 due to a weaker South African Rand vis-à-vis the Canadian Dollar.
c)	Office and administration
	Office and administration costs increased to $17,655,463 in 2007 compared to $7,249,189 in 2006, mainly due to additional administrative activities required to support the increased exploration and development activities at Burnstone as well as the management of the Nevada operations taken over from Hecla. In addition the Company increased its staff compliment since the third quarter of 2006, including executive personnel in its offices in Johannesburg, South Africa. The increase in staff also had the result that the Company recognized $5,633,276 in stock- based compensation expense during 2007 compared to $3,610,110 in 2006.

d)	Interest received and other income
	Interest income and other income increased to $3,725,837 in 2007 (2006 - $1,278,543) mainly due to the impact of higher cash balances on hand after the capital raising as well as the increase in the South African interest rate since December 2006.
	Other income was earned from the treatment of bulk samples from the Hollister property to the amount of $2,695,599.
e)	Loss from associate
	The Company acquired a 37% share in Rusaf Gold Limited (“Rusaf”) in July 2007, resulting in a loss from associate of $796,027 being recognized.
f)	(Gain)/loss on disposal of assets
	During 2007 $992,684 (2006 - $916) was recognized as profit on disposal of assets, which mainly relates to the gain on the disposal of the option held over the Casino Property.

1.6         Liquidity

Historically, the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements to sophisticated investors and institutions. The Company's access to exploration financing when the financing is not transaction-specific is always uncertain. There can be no assurance of continued access to significant equity funding in order for the Company to meet its planned business objectives.

On April 19, 2007 the Company completed a public offering of 57.5 million units at a price of $2.60 per unit, raising gross proceeds of $149,500,000. Each unit consisted of one common share and one-half of a common share purchase warrant of the company. The common shares and warrants comprising the units separated immediately upon the closing of the transaction.

21

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

Each whole purchase warrant entitles the holder thereof to purchase one common share of the company at a price of $3.50 per share until April 20, 2009. The fair value of the warrants has been estimated to be $16,210,226 based upon the Black Scholes option pricing model and the following assumptions:

Risk free interest rate	4%
Expected life	2 years
Expected volatility	57%
Expected dividends	Nil

The Company paid to the underwriters a commission of $9,870,000 and incurred other share issue costs of approximately $1,991,905 for net proceeds of approximately $137,638,095.

The net proceeds from this issuance were used to fund the purchase of Hecla Ventures Corp. as well as to fund the continuing exploration and development at the Hollister Development Block Project and for working capital.

On February 20, 2007 the Company entered into a share purchase agreement to buy Hecla Ventures Corp. which held certain tangible assets and the right under an earn-in agreement to acquire a 50% working interest in the Hollister Development Block, for a cash payment of US$45 million and the issuance of common shares of the Company to the value of US$15 million. The transaction was concluded on April 19, 2007 with 7,930,214 shares being issued at $2.48 each.

Under the BEE deal concluded on October 1, 2007, the Company’s wholly-owned subsidiary N6C Resources Inc. (“N6C”) purchased the Southgold shares from Tranter Burnstone. Against the sale of registration of transfer of the Southgold shares from Tranter Burnstone to N6C, the Company issued 19,938,650 common shares in the issued share capital of Great Basin to Tranter Burnstone. The fair value of which have been calculated at $36,323,195, after a fair value allocation of $1,178,815 to warrants and payment of marketable securities tax (South Africa) to the value of $93,990. The share and warrant valuations were performed by independent valuation specialists using assumptions as detailed under 1.2.2.

At December 31, 2007, the Company had working capital of approximately $78.2 million, which is sufficient to fund its exploration programs, operating costs and working capital for the next twelve months. The Company will need to raise additional funds to complete its Hollister and Burnstone developments, that being through debt financing or further capital raising.

The Company has no long term debt, capital lease obligations, operating leases or any other long term obligations, other than maintenance payments on the mineral properties and routine office leases.

As part of the financing of the BEE transaction, done through Investec, Great Basin was allocated project funding to the value of $56.7 million (R400 million) with no hedging obligations attached to it. The Company is able to decide if it will make use of these facilities and will be able to draw down this funding in two tranches of $28.8 million (R200 million) each should the funding be taken up by the Company. The term for each tranche of this funding facility is 7 years with quarterly repayments commencing 24 months after the first draw down. Interest will be capitalized and is payable on a quarterly basis at a rate of JIBAR plus a margin of 2.25% . These facilities will be used to fund the Burnstone Project as and when necessary. The Company is under no obligation to make use of this facility and is currently assessing various financing options.

22

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

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

1.7         Capital Resources

At December 31, 2007, Great Basin had working capital of approximately $78.2 million, as compared to $33.8 million at December 31, 2006. The Company has no debt.

At December 31, 2007, the Company had 203,395,902 common shares issued and outstanding. There have been no material changes to the number of shares outstanding as of the date of this MD&A.

1.8         Off-Balance Sheet Arrangements

On October 1, 2007 Investec advanced an amount of ZAR 200 million to Tranter Burnstone for the exclusive purpose of subscribing for the Southgold shares. The security for the loan comprised amongst others a loan guarantee in terms of which N5C Resources Inc, N6C Resources Inc or Rodeo Creek Gold Inc (all wholly-owned subsidiaries of the Company) is obliged in the event of default by Tranter Burnstone on any of its interest repayments to Investec at any time in the first four years to lend not more than ZAR 80 million to Tranter Burnstone (Refer 1.2.2) . This guarantee pertains only to the interest accrued on the amount advanced by Investec to Tranter and will not exceed ZAR 80 million.

1.9         Contractual obligations

	Payments due by period
		Less than		3-5	More than 5
	Total	one year	1 to 3 years	years	years
Contractual obligation	US$5 million	Nil	US$5 million	Nil	Nil
Long term debt obligations	Nil	Nil	Nil	Nil	Nil
Operating lease obligations	Nil	Nil	Nil	Nil	Nil
Purchase obligations	Nil	Nil	Nil	Nil	Nil
Other	Nil	Nil	Nil	Nil	Nil
Total	US$5 million	Nil	US$5 million	Nil	Nil

The Company signed an agreement, effective November 14, 2007, whereby the Company earns 80% interest in all the hard rock mineral rights on the Ganes Creek Property in Alaska by expending a total of US$3 million in exploration expenditures over a period of 3 years. The Ganes Creek Property is held by CW Properties LLC, based in Talkeetna, Alaska, USA.

On August 20, 2007, the Company concluded a Joint Venture Agreement to enter into an unincorporated joint venture with GS Minase Refnaria Limitade (“GSR”) in Mozambique. The purpose of the Joint Venture in to establish a gold exploration and mining business in Mozambique, whereby the Company will have the exclusive right to explore all GSR’s properties. The Company will have an 80% interest in the Joint Venture and has committed to exploration expenditures of approximately US$2 million over a 3 year period on the Tsetsera Property, which is located 80 km south of Manica, Mozambique and other properties over which GSR holds mineral rights.

23

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

The term purchase obligation means an agreement to purchase goods or services that is enforceable and legally binding on the registrant that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.

1.10         Transactions with Related Parties

Hunter Dickinson Inc. ("HDI") is a private company owned by nine public companies, one of which was the Company. HDI has certain directors in common with the Company and provides geological, corporate development, administrative and management services to, and incurs third party costs on behalf of, the Company and its subsidiaries on a full cost recovery basis pursuant to an agreement dated December 31, 1996. During the year ended December 31, 2007, the Company paid HDI $974,067, compared to $1,755,870 during fiscal 2006, for these services.

The Company announced on September 27, 2007 that it had reached an agreement with HDI to terminate the services contract for a $350,000 termination fee, funded through the issue of 135,659 Great Basin common shares to HDI. Pending approval, the shares will be issued at $2.58, the 30 day volume weighted average price trading on the TSX proceeding August 31, 2007, which is the effective date of the cancellation of the agreement. The agreement was subject to TSX approval and was subsequently revised on January 1, 2008 whereby the issuance of shares was replaced by a cash settlement of $350,000, payment of which is expected to be finalized during the second quarter of 2008.

During the year ended December 31, 2007, the Company paid $36,771 (2006 – $112,348) to a private company owned by a director, for engineering and project management services at the exchange amount.

The Company paid $156,286 (2006 – $198,642) during 2007 to a private company which has certain directors in common with the Company. The Company rents its premises from the private company pursuant to a cost-sharing arrangement with no profit element involved.

During the year ended December 31, 2007 the company provided bridge financing to its Black Economic Empowerment partner, Tranter Gold (Pty) Ltd. (Tranter Gold). The agreement was concluded in anticipation of the finalization of the BEE transaction and provided Tranter Gold with interest free bridging facilities until the date of the transaction. The bridging loan of $575,818 was settled in full on conclusion of the BEE transaction on October 1, 2007. The Company also provides Tranter Gold with certain accounting and administrative services at rates negotiated at arm’s length with the Company. Amount receivable for such services provided during 2007 was $13,679 at December 31, 2007. During the 2007 year Tranter Gold provided Southgold, a wholly-owned subsidiary of the Company, with geological services to the value of $21,053 (ZAR146,202).

1.11         Fourth Quarter

Loss for the quarter ended December 31, 2007 was $18,938,000 compared to $8,438,000 for the corresponding quarter in fiscal 2006. The quarter saw continuous increased exploration and development activity on both the Burnstone Property and the Hollister Property. Also higher office and administrative expenditure due to the increased support required for the pre-development activities as well as the management cost of the Nevada operations taken over from Hecla.

24

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

The increased expenditure was offset by increased interest income due to higher cash and equivalents during the quarter as compared to the corresponding quarter in 2006. The Company acquired a 37% share in Rusaf Gold Limited (“Rusaf”) in July 2007, resulting in a loss from associate of $459,435 being recognized in the quarter. The Company’s investment in Kryso warrants are being considered to be a financial instrument held for trading. The $833,000 net fair value adjustments had to be recognized in the income statement.

Total exploration costs were $17,649,683 for the current quarter compared to $4,087,417 for the corresponding quarter in fiscal 2006. The main costs for the current quarter were $12,326,734 for bulk sample and pre-development (2006 - $1,615,527). Other exploration costs which increased significantly compared with the comparative quarter in 2006 were: drilling $1,353,451 (2006 - $1,011,855), environmental $701,571 (2006 - $342,429), geological $562,071 (2006 - $299,379) and site activities $802,312 (2006 – $191,165).

1.12         Proposed Transactions

The Company announced on February 14, 2008 that it has entered into an agreement with Rusaf Gold Ltd (“Rusaf”) whereby it will purchase the remaining 63% of the fully diluted equity shares of Rusaf for a total consideration of $14.4 million, payable in approximately 4.9 million Great Basin Gold common shares. The exchange ratio was one Great Basin share for every 4.5 Rusaf shares. For the year ended December 31, 2007 the Company’s investment of 37% in the issued common stock of Rusaf was recognized as an investment in associate and the Company has equity accounted for its share of post-acquisition losses incurred.

The acquisition terms also provide for additional Great Basin Gold shares to be issued in the first three years from closing, contingent upon gold discoveries involving more than 500,000 ounces on certain mineral prospects currently held by Rusaf. In the event of such discoveries, the Company will issue shares valued at the higher of current or then-prevailing market price to the former Rusaf shareholders on the basis of the valuing these gold ounces at US$15/oz for inferred resources and US$40/oz for measured and indicated resources (subject to a minimum average cut-off grade of 1.5 grams per tonne or 0.04 oz per ton).

The Company has also agreed to spend a minimum of $7 million and up to a maximum of $19 million in exploring Rusaf’s properties during this period depending on independent advice as to the likelihood of exploration success.

The Rusaf acquisition is subject to the approval of Rusaf shareholders, certain judicial orders, as well as Toronto Stock Exchange and other regulatory approvals. Assuming all such conditions are met in the ordinary course, the parties are targeting completion of the transaction for the second calendar quarter of 2008.

To date the Toronto Stock Exchange approved the transaction subject to the condition that no more that 50,900,000 common shares of the Company may be issued or made issuable pursuant to the agreement without the express consent of the TSX. In terms of the agreement 4.9 million Great Basin Gold Ltd shares will be issued as consideration for the remaining Rusaf share capital. As set out above, the Company will further issue Great Basin Gold Ltd shares within the next three years from closing of the transaction, to the then former Rusaf shareholders. The issuance of these shares is pending the results of future exploration and the number thereof currently uncertain, however will be limited under the current number of shares approved by the TSX.

25

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

1.13         Critical Accounting Estimates

The Company's accounting policies are presented in note 4 of the most recent annual consolidated financial statements and a description of a change in accounting policy is set out in 1.13 of this document. The preparation of consolidated financial statements in accordance with generally accepted accounting principles requires management to select accounting policies and make estimates. Such estimates may have a significant impact on the financial statements.

These estimates include:

• mineral resources and reserves
• the carrying values of mineral properties,
• the carrying values of property, plant and equipment,
• the valuation of stock-based compensation expense, and
• the estimation of asset retirement obligations.
• the valuation of warrants
• the determination of valuation allowance for future income taxes

Actual amounts could differ from the estimates used and, accordingly, affect the results of operations.

(a)	Mineral resources and reserves, and the carrying values of mineral properties, and of property, plant and equipment
	Mineral resources and reserves are estimated by professional geologists and engineers in accordance with recognized industry, professional and regulatory standards. These estimates require inputs such as future metals prices, future operating costs, and various technical geological, engineering, and construction parameters. Changes in any of these inputs could cause a significant change in the estimated resources and reserves, which in turn could have a material effect on the carrying value of property, plant and equipment. The carrying value of mineral properties is also dependant on the valuation used for the common shares and warrants of the Company issued for the acquisition of mineral properties.
	The value of the common shares issued is the fair market value, based on the trading price of the shares at the agreement and announcement date, pursuant to the terms of the relevant agreement. The Company uses the Black-Scholes pricing model to estimate a value for the warrants issued upon the acquisition of a property. This model, and other models which are used to value options and warrants, require inputs such as expected volatility, expected life to exercise, and interest rates. Changes in any of these inputs could cause a significant change in the carrying value initially recorded for mineral properties.
	The carrying value of property, plant and equipment are considered in terms of the remaining useful life of the particular asset. These estimates are done by engineers in accordance with their knowledge and experience in the mining industry. Re-assessment of the remaining useful life could cause a significant change in the carrying value initially recorded for property, plant and equipment.

26

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

(b)	Site reclamation costs (asset retirement obligations)
	Upon the completion of any mining activities, the Company will ordinarily be required to undertake environmental reclamation activities in accordance with local and/or industry standards. The estimated costs of these reclamation activities are dependent on labour costs, the environmental impacts of the Company's operations, the effectiveness of the chosen reclamation techniques, and on applicable government environmental standards. Changes in any of these factors could cause a significant change in the reclamation expense charged in a period.
(c)	Stock-based compensation expense
	From time to time, the Company may grant share purchase options to directors, employees, and service providers. The Company uses the Black-Scholes option pricing model to estimate a value for these options. This model, and other models which are used to value options, require inputs such as expected volatility, expected life to exercise, and interest rates. Changes in any of these inputs could cause a significant change in the stock-based compensation expense charged in a period.
(d)	Warrants
	The Company grants share purchase warrants as part of its capital raising and under the conclusion of business transactions. The Company uses the Black-Scholes option pricing model to estimate a value for these warrants. This model, and other models which are used to value the warrants, require inputs such as expected volatility, expected life to exercise, and interest rates. Changes in any of these inputs could cause a significant change in the fair value attributed to warrants issued in a period.
(e)	Future income taxes
	Future income tax assets and liabilities are computed based on differences between the carrying amount of existing assets and liabilities on the balance sheet and their corresponding tax values, using the substantively enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Future income tax assets also result from unused loss carry forwards and other deductions. Future tax assets are recognized to the extent that they are considered more likely than not to be realized.
	The carrying value of future income tax assets is adjusted, if necessary, by the use of a valuation allowance to reflect the estimated realizable amount.

1.14	Changes in Accounting Policies including Initial Adoption
	Effective January 1, 2007, the Company adopted the following new accounting standards issued by the Canadian Institute of Chartered Accountants (“CICA”) relating to financial instruments. These new standards have been adopted on a prospective basis with no restatement to prior period financial statements.

27

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

(a)	Financial Instruments – Recognition and Measurement (Section 3855)
	This standard sets out criteria for the recognition and measurement of financial instruments for fiscal years beginning on or after October 1, 2006. This standard requires all financial instruments within its scope, including derivatives, to be included on a Company’s balance sheet and measured either at fair value or, in certain circumstances when fair value may not be considered most relevant, at cost or amortized cost. Changes in fair value are to be recognized in the statements of operations and comprehensive income.
	All financial assets and liabilities are recognized when the entity becomes a party to the contract creating the item. As such, any of the Company’s outstanding financial assets and liabilities at the effective date of adoption are recognized and measured in accordance with the new requirements as if these requirements had always been in effect. Any changes to the fair values of assets and liabilities prior to January 1, 2007 are recognized by adjusting opening deficit or opening accumulated other comprehensive income.
	All financial instruments are classified into one of the following five categories: held for trading, held-to-maturity, loans and receivables, available-for-sale financial assets or other financial liabilities. Initial and subsequent measurement and recognition of changes in the value of financial instruments depends on their initial classification:
	•	Held for trading financial instruments are measured at fair value. All gains and losses are included in net earnings in the period in which they arise.
	•	All derivative financial instruments are classified as held for trading financial instruments and are measured at fair value, even when they are part of a hedging relationship. All gains and losses are included in net earnings in the period in which they arise.
	•	Held-to-maturity investments, loans and receivables, and other financial liabilities are initially measured at fair value and subsequently measured at amortized cost. Amortization of premiums or discounts and losses due to impairment are included in current period net earnings.
	•	Available-for-sale financial assets are measured at fair value. Revaluation gains and losses are included in other comprehensive income until the asset is removed from the balance sheet.
	In accordance with this new standard, the Company has classified its financial instruments as follows:
	•	The Company’s investment in Kryso Resources Plc. shares are classified as available-for-sale financial instruments. Such instruments are measured at fair market value in the consolidated financial statements with unrealized gains or losses recorded in comprehensive income (loss). At the time the investment is disposed of, gains or losses are included in loss for the period.

28

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

	•	The Company’s investment in Kryso Resources Plc. warrants are classified as held for trading financial instruments. Such instruments are measured at fair market value in the consolidated financial statements and all gains and losses are included in net earnings in the period in which they arise.
	•	The carrying amounts of cash and cash equivalents, amounts receivable, reclamation deposits, accounts payable and accrued liabilities are recorded at amortized cost.
(b)	Hedging (Section 3865)
	This new standard specifies the circumstances under which hedge accounting is permissible and how hedge accounting may be performed. The Company currently does not have any hedges as it has a policy of non-hedging.
(c)	Comprehensive Income (Loss) (Section 1530)
	Comprehensive income (loss) is the change in shareholders’ equity during a period from transactions and other events from non-owner sources. This standard requires certain gains and losses that would otherwise be recorded as part of net earnings to be presented in other “comprehensive income (loss)” until it is considered appropriate to recognize in net earnings. This standard requires the presentation of comprehensive income (loss), and its components in a separate financial statement that is displayed with the same prominence as the other financial statements.

The following accounting policy was applied during the year ended December 31, 2007:

(i)	Investment in associates
	Associates are those entities in which the group has a material long term interest and in respect of which the group exercises significant influence over operational and financial policies, normally owning between 20% and 50% of the voting equity, but which it does not control.
	Investments in associates are accounted for by using the equity method of accounting and are initially recognized at cost. The company’s share of its associates’ post-acquisition profits or losses is recognized in the income statement. Cumulative post-acquisition movements are adjusted against the carrying amount of the investment.
	When the company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the company does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate.

1.15         New accounting pronouncements

The Canadian Institute of Charted Accountants (“CICA”) has issued three new standards which affect the financial disclosures and results of operations of the Company for interim and annual periods beginning January 1, 2008.

29

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

Section 1535 – Capital Disclosures

This Section establishes standards for disclosing information about an entity’s capital and how it is managed. Under this standard the Company will be required to disclose the following, based on the information provided internally to the entity’s key management personnel:

(i)	qualitative information about its objectives, policies and processes for managing capital,
(ii)	summary quantitative data about what it manages as capital
(iii)	whether during the period it complied with any externally imposed capital requirements to which it is subject.
(iv)	when the company has not complied with such externally imposed capital requirements, the consequences of such non-compliance.

Section 3031 – Inventories

The Section prescribes the accounting treatment for inventories and provides guidance on the determination of costs and its subsequent recognition as an expense, including any write-down to net realizable value. It also provides guidance on the cost formula that are used to assign costs to inventories. The Company is currently in the process of evaluating the impact this will have on the Company’s financial statements.

Section 3862 – Financial Instruments – Disclosures

This Section requires entities to provide disclosure of quantitative and qualitative information in their financial statements that enable users to evaluate (a) the significance of financial instruments for the entity’s financial position and performance; and (b) the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the balance sheet date, and management’s objectives, policies and procedures for managing such risks. Entities will be required to disclose the measurement basis or bases used, and the criteria used to determine classification for different types of instruments.

The Section requires specific disclosures to be made, including the criteria for:

(i)	designating financial assets and liabilities as held for trading;
(ii)	designating financial assets as available-for-sale; and
(iii)	determining when impairment is recorded against the related financial asset or when an allowance account is used.

The Company is currently in the process of evaluating the impact this will have on the Company’s financial statements.

Section 3064 – Goodwill and Intangible Assets

Effective January 1, 2009, Section 3064 replaces Handbook Section 3062, “Goodwill and Intangible Assets” and establishes revised standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets. The new standard also provides guidance for the treatment of preproduction and start-up costs and requires that these costs be expense as incurred. The Company is currently in the process of evaluating the impact this will have on the Company’s financial statements.

30

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

1.16         Financial Instruments and Other Instruments

Please refer to Section 1.14 above.

The Company used the Black-Scholes option pricing model to estimate the fair value of its financial instruments held-for-trading. On date of grant the warrants have been estimated at an estimated fair value of $937,365 (using expected volatility of 72.2%, risk free interest rate of 5%, dividends of nil and remaining life of approximately 5 years).

The investment was fair valued on December 31, 2007 based on the assumptions detailed above, expected volatility of 72.5% and an exchange rate of $1.96:1GBP. The unrealized loss of $104,365 is reported in the current year net loss. The fair value of financial instruments available-for-sale was calculated on the prevailing share price on December 31, 2007 of 14.25 pence per share and an exchange rate of $1.96:1GBP.

1.17         Other MD&A Requirements

Additional information relating to the Company, including the Company's Annual Information Form, is available on SEDAR at www.sedar.com.

1.17.1      Disclosure of Outstanding Share Data

The following details the share capital structure as at March 31, 2008, the date of this MD&A. These figures may be subject to minor accounting adjustments prior to presentation in future consolidated financial statements.

31

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

		Exercise	Number
Equity type	Expiry date	price	granted	Total
Common shares				204,508,931
Share purchase options	December 19, 2008	$ 1.62	1,500,000
	March 31, 2009	$ 2.07	1,184,668
	March 31, 2009	$ 2.45	180,000
	April 30, 2009	$ 2.07	47,500
	April 30, 2009	$ 2.45	249,000
	April 18, 2010	$ 2.68	1,332,000
	December 31, 2010	$ 1.14	400,000
	April 30, 2011	$ 2.45	1,255,000
	November 8, 2011	$ 2.45	90,000
	April 18, 2012	$ 2.68	2,297,000
	July 5, 2010	$ 2.77	720,000
	August 22, 2010	$2.10	305,000
	September 4, 2010	$2.24	150,000
	September 11, 2010	$2.54	175,000
	November 9, 2010	$3.12	680,000
	February 4, 2011	$3.00	2,580,003	13,145,171
Warrants	July 18, 2008	ZAR12.90*	618,861
	April 20, 2009	$ 3.50	28,750,000
	September 30, 2010	ZAR21.78	1,684,312
				31,053,173
Fully diluted shares				248,707,275

* - In February 2007, the exercise price of the warrants was changed from US$1.80 to the South African Rand equivalent on February 15, 2007, that being ZAR12.90.

1.17.2      Disclosure Controls and Procedures

The Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) are responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s filings under securities legislation is accumulated and communicated to management, including the CEO and CFO as appropriate, to allow timely decisions regarding public disclosure. They are designed to provide reasonable assurance that all information required to be disclosed in these filings is recorded, processed, summarized and reported within the time periods specified in securities legislation. The Company reviews its disclosure controls and procedures; however, it cannot provide an absolute level of assurance because of the inherent limitations in control systems to prevent or detect all misstatements due to error or fraud.

The Company’s management, including the CEO and CFO, conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2007. Based on this evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures are effective.

32

MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2007

1.17.3      Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management has excluded Hollister Ventures Corporation which was acquired in an asset acquisition during 2007, from its assessment of internal control over financial reporting as at December 31, 2007. Hollister Ventures Corporation is a wholly owned subsidiary of the company whose total assets of $101 million and net loss of $27 million was included with Great Basin Gold Ltd’s consolidated financial statements as at and for the year ended December 31, 2007.

The Company’s management has evaluated the effectiveness of internal control over financial reporting. Based on this evaluation, management has concluded that internal control over financial reporting was effective as of December 31, 2007. During the Company’s fourth quarter, there were no changes in the Company’s internal control over financial reporting that have materially affected or are reasonably likely to affect its internal control over financial reporting.

33

EX-99.8

EXHIBIT 99.8

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the use of our report in this Annual Report on Form 40-F of Great Basin Gold Ltd. dated March 31, 2008 accompanying the consolidated financial statements, which appears in the Annual Report on Form 40-F.

We also consent to the incorporation by reference of our Report in the Registration Statement on Form F-8 (No.333-141985 and 333-141484) and on Form F-10 (No. 333-141985).

(Signed) “PricewaterhouseCoopers LLP”

Chartered Accountants
Vancouver, British Columbia
March 31, 2008

EX-99.9

EXHIBIT 99.9

CONSENT OF AUTHOR

Harry Meadon, Pr.Sci.Nat.
H M Exploration CC
PO Box 44890
Lindon 2104, South Africa

US Securities and Exchange Commission

I, Harry Meadon, Pr.Sci.Nat, certify that I have read the written disclosure being filed and I do not have any reason to believe that there are any misrepresentations in the information derived from the Technical Report or that the written disclosure in the Form 40F of Great Basin Gold Ltd. contains any misrepresentation of the information contained in Technical Report on the Optimisation of the Feasibility Study of the Burnstone Project, Mpulamalanga Province, Republic of South Africa” dated June 21, 2007.

I do hereby consent to the filing with the regulatory authorities.

Dated this 27^th day of March 2008.

signed and sealed

Harry Meadon, Pr.Sci.Nat.

EX-99.10

EXHIBIT 99.10(A)

CONSENT OF AUTHOR

G.J. van der Heever, Pr.Sci.Nat.
Geologix Mineral Resource Consultants (Pty) Ltd.
P.O. Box 20, Potchefstroom, South Africa, 2500

US Securities and Exchange Commission

I, G.J. van der Heever, Pr.Sci.Nat, certify that I have read the written disclosure being filed and I do not have any reason to believe that there are any misrepresentations in the information derived from the Technical Report or that the written disclosure in the Form 40F of Great Basin Gold Ltd. contains any misrepresentation of the information contained in “Technical Report on the Resource Estimate for the Hollister Development Block Gold Project” dated July 6, 2007.

I do hereby consent to the filing with the regulatory authorities.

Dated this 27^th day of March 2008.

signed and sealed

G.J. van der Heever, Pr.Sci.Nat.

EXHIBIT 99.10(B)

CONSENT OF AUTHOR

G.J. van der Heever, Pr.Sci.Nat.
Geologix Mineral Resource Consultants (Pty) Ltd.
P.O. Box 20, Potchefstroom, South Africa, 2500

US Securities and Exchange Commission

I, G.J. van der Heever, Pr.Sci.Nat, certify that I have read the written disclosure being filed and I do not have any reason to believe that there are any misrepresentations in the information derived from the Technical Report or that the written disclosure in the Form 40F of Great Basin Gold Ltd. contains any misrepresentation of the information contained in “Technical Report on the Resource Estimate for the Burnstone Property, Mpumalanga Province of the Republic of South Africa” dated March 31 2008.

I do hereby consent to the filing with the regulatory authorities.

Dated this 27^th day of March 2008.

signed and sealed

G.J. van der Heever, Pr.Sci.Nat.

EXHIBIT 99.10(C)

CONSENT OF AUTHOR

G.J. van der Heever, Pr.Sci.Nat.
Geologix Mineral Resource Consultants (Pty) Ltd.
P.O. Box 20, Potchefstroom, South Africa, 2500

US Securities and Exchange Commission

I, G.J. van der Heever, Pr.Sci.Nat, certify that I have read the written disclosure being filed and I do not have any reason to believe that there are any misrepresentations in the information derived from the Technical Report or that the written disclosure in the Form 40F of Great Basin Gold Ltd. contains any misrepresentation of the information contained in Technical Report on the Optimisation of the Feasibility Study of the Burnstone Project, Mpulamalanga Province, Republic of South Africa” dated June 21, 2007.

I do hereby consent to the filing with the regulatory authorities.

Dated this 27^th day of March 2008.

signed and sealed

G.J. van der Heever, Pr.Sci.Nat.

EX-99.11

EXHIBIT 99.11

CONSENT OF AUTHOR

Clive Brown, Pr.Eng., MSAIMM
Turgis Consulting (Pty) Ltd
Building 1, 299 Pendoring Road
Blackheath, South Africa

US Securities and Exchange Commission

I, Clive Brown, Pr.Eng., MSAIMM, certify that I have read the written disclosure being filed and I do not have any reason to believe that there are any misrepresentations in the information derived from the Technical Report or that the written disclosure in the Form 40F of Great Basin Gold Ltd. contains any misrepresentation of the information contained in Technical Report on the Optimisation of the Feasibility Study of the Burnstone Project, Mpulamalanga Province, Republic of South Africa” dated June 21, 2007.

I do hereby consent to the filing with the regulatory authorities.

Dated this 27^th day of March 2008.

signed and sealed

Clive Brown, Pr.Eng., MSAIMM

EX-99.12

EXHIBIT 99.12

CONSENT OF AUTHOR

David Dodd, FSAIMM
MDM Technical (Pty) Ltd
Corner Hendrik Verwoerd and Will Scarlet Road
Johannesburg South Africa

US Securities and Exchange Commission

I, David Dodd, FSAIMM, certify that I have read the written disclosure being filed and I do not have any reason to believe that there are any misrepresentations in the information derived from the Technical Report or that the written disclosure in the Form 40F of Great Basin Gold Ltd. contains any misrepresentation of the information contained in Technical Report on the Optimisation of the Feasibility Study of the Burnstone Project, Mpulamalanga Province, Republic of South Africa” dated June 21, 2007.

I do hereby consent to the filing with the regulatory authorities.

Dated this 28^th day of March 2008.

signed and sealed

David Dodd, FSAIMM

EX-99.13

EXHIBIT 99.13

CONSENT OF AUTHOR

Ronald Scheurenberg, Pr.Eng.
Knight Piesold (Pty) Ltd
TC Watermeyer Centre
Cnr. Rivonia Blvd and 10^th Avenue
Rivonia, 2128 South Africa

US Securities and Exchange Commission

I, Ronald Scheurenberg, Pr.Eng., certify that I have read the written disclosure being filed and I do not have any reason to believe that there are any misrepresentations in the information derived from the Technical Report or that the written disclosure in the Form 40F of Great Basin Gold Ltd. contains any misrepresentation of the information contained in Technical Report on the Optimisation of the Feasibility Study of the Burnstone Project, Mpulamalanga Province, Republic of South Africa” dated June 21, 2007.

I do hereby consent to the filing with the regulatory authorities.

Dated this 26^th day of March 2008.

signed and sealed

Ronald Scheurenberg, Pr.Eng.

EX-99.14

EXHIBIT 99.14

CONSENT OF AUTHOR

Joanna Goeller, Environmental Impact Assessment Practitioner
Knight Piesold (Pty) Ltd
TC Watermeyer Centre
Cnr. Rivonia Blvd and 10^th Avenue
Rivonia, 2128 South Africa

US Securities and Exchange Commission

I, Joanna Goeller, Environmental Impact Assessment Practitioner, certify that I have read the written disclosure being filed and I do not have any reason to believe that there are any misrepresentations in the information derived from the Technical Report or that the written disclosure in the Form 40F of Great Basin Gold Ltd. contains any misrepresentation of the information contained in Technical Report on the Optimisation of the Feasibility Study of the Burnstone Project, Mpulamalanga Province, Republic of South Africa” dated June 21, 2007.

I do hereby consent to the filing with the regulatory authorities.

Dated this 31^st day of March 2008.

signed and sealed

Joanna Goeller, Environmental Impact Assessment Practitioner

EX-99.15

EXHIBIT 99.15

CONSENT OF AUTHOR

Peter Cain, PhD., P.Eng.
Associated Geoscience
Suite 415, 708 11^th Avenue SW
Calgary AB T2R0E4

US Securities and Exchange Commission

I, Peter Cain, PhD., P.Eng., certify that I have read the written disclosure being filed and I do not have any reason to believe that there are any misrepresentations in the information derived from the Technical Report or that the written disclosure in the Form 40F of Great Basin Gold Ltd. contains any misrepresentation of the information contained in “Technical Report on the Feasibility Study for the Hollister Development Block Gold Project, Elko County, Nevada” dated September 9, 2007.

I do hereby consent to the filing with the regulatory authorities.

Dated this 27^th day of March 2008.

signed and sealed

Peter Cain, PhD., P.Eng.

EX-99.16

EXHIBIT 99.16

CONSENT OF AUTHOR

Derek Rance, P.Eng.
Behre Dolbear and Company Ltd.
67 Yonge Street
Toronto ON M5E 1J8

US Securities and Exchange Commission

I, Derek Rance, P.Eng., certify that I have read the written disclosure being filed and I do not have any reason to believe that there are any misrepresentations in the information derived from the Technical Report or that the written disclosure in the Form 40F of Great Basin Gold Ltd. contains any misrepresentation of the information contained in Technical Report on the Optimisation of the Feasibility Study of the Burnstone Project, Mpulamalanga Province, Republic of South Africa” dated June 21, 2007.

I do hereby consent to the filing with the regulatory authorities.

Dated this 31^st day of March 2008.

signed and sealed

Derek Rance, P.Eng.