GREAT BASIN GOLD LTD.

Management Offices

Ground Floor

138 West Street

Sandton, South Africa 2146

Telephone: (+27) 11-301-1800 Fax: (+27) 11-301-1840

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

The annual general meeting (the “Meeting”) of Shareholders of Great Basin Gold Ltd. (the “Company”) will be held at the Metropolitan Hotel, in the Connaught Room, 645 Howe Street, Vancouver, BC on June 7, 2011 at 2:00 p.m., local time, for the following purposes:

Annual General Meeting Matters

1.	To receive and consider the report of the directors, the consolidated financial statements for its fiscal period ended December 31, 2010, the report of the auditor thereon and the related management discussion and analysis;
2.	To elect directors of the Company for the ensuing year;
3.	To appoint auditors of the Company for the ensuing year; and
4.	To consider and, if thought fit, ratify and approve amendment and continuation of the Company’s 2005 Share Option Plan, as amended as disclosed in the accompanying Management Information Circular
5.	To consider, and if thought fit, authorize incentive payments and payment of related expenses to an aggregate maximum of $2 million to secure the early exercise of certain share purchase warrants as disclosed in the accompanying Management Information Circular.

The Management Information Circular accompanying this notice contains details of matters to be considered at the Meeting. The Meeting will also consider any permitted amendment to or variation of any matter identified in this Notice, and will transact such other business as may properly come before the Meeting or any adjournment thereof.

Shareholders who are unable to attend the Meeting in person and who wish to ensure their shares are voted at the Meeting are requested to complete, date and sign the enclosed form of proxy or complete another suitable form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Management Information Circular.

An unregistered shareholder who plans to attend the Meeting must follow the instructions set out in the form of proxy and in the Management Information Circular to ensure that their shares are voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder.

DATED at Sandton, South Africa, May 10, 2011.

BY ORDER OF THE BOARD

/s/ “Ferdi Dippenaar”

President and Chief Executive Officer
Great Basin Gold Ltd.