Great Basin Gold LTD Sample Contracts

OPTION TO PURCHASE AGREEMENT [GRAPHIC OMITTED][GRAPHIC OMITTED] OPTION TO PURCHASE AGREEMENT
Option to Purchase Agreement • July 8th, 2003 • Great Basin Gold LTD • Metal mining
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Earn-in Agreement • July 1st, 2003 • Great Basin Gold LTD • Metal mining • Nevada
UNDERWRITING AGREEMENT
Underwriting Agreement • March 13th, 2009 • Great Basin Gold LTD • Metal mining • British Columbia

BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., PI Financial Corp. and Raymond James Ltd. (each an “Underwriter” and collectively the “Underwriters”) hereby severally, in respect of the percentages set forth in Section 8.1 of this Agreement, and not jointly, offer to purchase from Great Basin Gold Ltd. (the “Corporation”), upon and subject to the terms hereof, an aggregate of 100,000,000 units of the Corporation (each a “Unit” and, collectively, the “Units”) at a price of $1.30 per Unit (the “Offering Price”). Each Unit will consist of one Unit Share (as hereinafter defined) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant” and, collectively, the “Warrants”) of the Corporation. Each Warrant and Additional Warrant (defined below) will entitle the holder thereof to purchase one Common Share (a “Warrant Share” and, collectively, the “Warrant Shares”) at a price of $1.60 per Warrant Share at any time prior to 5:00 p.m. (Vancouver

HEADS OF AGREEMENT
Heads of Agreement • April 7th, 2006 • Great Basin Gold LTD • Metal mining
UNDERWRITING AGREEMENT
Underwriting Agreement • November 18th, 2009 • Great Basin Gold LTD • Metal mining • British Columbia

RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., Raymond James Ltd. and Thomas Weisel Partners Canada Inc. (each an “Underwriter” and collectively the “Underwriters”) hereby severally, in respect of the percentages set forth in Section 8.1 of this Agreement, and not jointly, offer to purchase from Great Basin Gold Ltd. (the “Corporation”), upon and subject to the terms hereof, $110,000,000 principal amount of 8.0% senior unsecured convertible debentures (the “Convertible Debentures”) at a price of $1,000 per Convertible Debenture (the “Offering Price”) pursuant to this Agreement and in connection with a short form prospectus filed in the Qualifying Jurisdictions (as hereinafter defined) (the “Firm Offering”).

GREAT BASIN GOLD LTD. EACH OF THE GUARANTORS PARTY HERETO COMPUTERSHARE TRUST COMPANY OF CANADA TRUST INDENTURE 8.00 % SENIOR UNSECURED CONVERTIBLE DEBENTURES DUE November 30, 2014 November 19, 2009
Trust Indenture • November 19th, 2009 • Great Basin Gold LTD • Metal mining • British Columbia

THIS INDENTURE dated as of November 19, 2009 is between Great Basin Gold Ltd., a corporation duly organized under the laws of the Province of British Columbia (the “Company”), the Guarantors (as defined herein) and Computershare Trust Company of Canada, a trust company organized and existing under the laws of Canada, as Trustee (the “Trustee”).

UNDERWRITING AGREEMENT
Underwriting Agreement • April 13th, 2007 • Great Basin Gold LTD • Metal mining

BMO Nesbitt Burns Inc. (“BMO” or the “Lead Underwriter”), Desjardins Securities Inc., Pacific International Securities Inc. and RBC Dominion Securities Inc. (each, including BMO, an “Underwriter” and collectively the “Underwriters”) hereby severally, in respect of the percentages set forth in Section 7.1 of this Agreement, and not jointly, offer to purchase from Great Basin Gold Ltd. (the “Corporation”), upon and subject to the terms hereof, an aggregate of 50,000,000 units of the Corporation (each a “Unit” and, collectively, the “Units”) at a price of $2.60 per Unit (the “Offering Price”). Each Unit will consist of one common share of the Corporation (a “Unit Share” and, collectively, the “Unit Shares”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant” and, collectively, the “Warrants”) of the Corporation. Each Warrant will entitle the holder thereof to purchase one Common Share (a “Warrant Share” and, collectively, the “Warrant S

EARN-IN AGREEMENT AMENDMENT
Earn-in Agreement • April 7th, 2006 • Great Basin Gold LTD • Metal mining

This Earn-in Agreement Amendment (“EIA Amendment”) is made as of February 28, 2006 between HECLA VENTURES CORP., a Nevada corporation duly qualified to do business and in good standing in the state of Nevada, whose principal address is 6500 Mineral Drive, Coeur d’Alene, Idaho 83815-8788 (hereinafter referred to as “Hecla Ventures”) and its Guarantor and parent company, Hecla Mining Company and RODEO CREEK GOLD INC., a Nevada corporation whose address is c/o Richard Harris, Ste. 260-6121 Lakeside Drive, Reno, NV 89511 (hereinafter referred to as “Rodeo Creek”) which is qualified to do business and is in good standing in the State of Nevada and its Guarantor and indirect parent company, Great Basin Gold Ltd.

SENIOR SECURED NOTE INDENTURE between GREAT BASIN GOLD LTD., as Issuer and GREAT BASIN GOLD INC. RODEO CREEK GOLD INC. ANTLER PEAK GOLD INC. HOLLISTER VENTURE CORP. TOUCHSTONE RESOURCES COMPANY collectively, as Guarantors and HSBC BANK USA, N.A., as...
Senior Secured Note Indenture • February 23rd, 2009 • Great Basin Gold LTD • Metal mining • British Columbia

WHEREAS GBG is authorized to create and issue the Notes as herein provided to be issued in one or more series as herein provided;

HEADS OF AGREEMENT
Heads of Agreement • July 15th, 2005 • Great Basin Gold LTD • Metal mining
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