UNDERWRITING AGREEMENT

EXECUTION COPY

UNDERWRITING AGREEMENT

November 3, 2009

Great Basin Gold Ltd.
Suite 1108 – 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0

Attention:           Xx. Xxxxx Xxxxxxxxx, President, Chief Executive Officer and Director

Dear Mr. Dippenaar:

RBC Dominion Securities Inc., BMO Xxxxxxx Xxxxx Inc., Xxxxxxx Xxxxx Ltd. and Xxxxxx Xxxxxx 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”).

The Corporation and the Underwriters agree that any sales or purchases of the Convertible Debentures in the United States or to, or for the account or benefit of, a U.S. Person will be made in accordance with Schedule “G” attached hereto (which schedule is incorporated into and forms part of this Agreement). The Underwriters may, to the extent permitted by Schedule “G” hereto, designate persons to purchase Convertible Debentures directly from the Corporation in the United States as substituted purchasers (the “Substituted Purchasers”) and to the extent that Substituted Purchasers purchase at the Time of Closing, the obligations of the Underwriters to do so will be reduced by the number of Convertible Debentures purchased directly from the Corporation by Substituted Purchasers.

The Offering may also take place in the jurisdictions set out in section 2.8 hereof and such other jurisdictions as may be agreed upon by the Corporation and the Underwriters.

The Corporation has granted to the Underwriters an option (the “Over-Allotment Option”) to acquire additional Convertible Debentures (the “Additional Convertible Debentures”) at a price of $1,000 per Additional Convertible Debenture, up to an additional $16,500,000 aggregate principal amount of Convertible Debentures (that is up to 15% of the amount sold pursuant to the Firm Offering). The Over-Allotment Option is exercisable in whole or in part at any time up to 30 days after the Closing Date (as hereinafter defined). The offering of the Convertible Debentures and any Additional Convertible Debentures by the Corporation described in this Agreement is hereinafter referred to as the “Offering”.

The net proceeds of the Offering will be used by the Corporation as described in the Final Prospectus (as hereinafter defined) under the heading “Use of Proceeds”.

In consideration of the Underwriters’ services to be rendered in connection with the Offering, the Corporation shall pay, as directed by the Lead Underwriter (as hereinafter defined), for and on behalf of all of the Underwriters, a cash fee (the “Underwriters’ Fee”) in an amount equal to 4% of the gross proceeds received by the Corporation from the issue and sale of the Convertible Debentures and the Additional Convertible Debentures (collectively, the “Offered Securities”).

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The Underwriters may offer the Convertible Debentures at a price less than the Offering Price in compliance with the requirements under National Instrument 44-101 – Short Form Prospectus Distributions and the disclosure concerning the same contained in the Preliminary Prospectus and the Final Prospectus (both as hereinafter defined).

The additional terms and conditions of this underwriting agreement (the “Agreement”) are set forth below.

1.                      DEFINITIONS

1.1

In this Agreement, including any schedules forming a part of this Agreement:

     
(a)

“1934 Act” means the United States Securities Exchange Act of 1934, as amended;

     
(b)

“Acts” means the Securities Acts or equivalent securities regulatory legislation of the Qualifying Jurisdictions and “Act” means the Securities Act or equivalent securities regulatory legislation of a specified Qualifying Jurisdiction;

     
(c)

“Additional Convertible Debentures” has the meaning set forth on page 1 of this Agreement;

     
(d)

“Additional Materials” has the meaning set forth in Subsection 11.1(b);

     
(e)

“Additional Shares” mean the Adjustment Shares and the Interest Shares;

     
(f)

“Adjustment Shares” means the Common Shares issuable pursuant to the adjustment provisions in the Trust Indenture;

     
(g)

“AMEX” means the NYSE AMEX LLC, a member of the NYSE Euronext Exchange Group;

     
(h)

“Applicable Securities Laws” means, in respect of the Offering, collectively the Acts and Regulations having application and the rules, policies, notices and orders issued by the applicable Regulatory Authorities having application;

     
(i)

“Beneficiaries” has the meaning set forth in Section 11.3;

     
(j)

“Bid Letter” means the agreement dated October 29, 2009 between the Corporation and RBC Dominion Securities Inc. and Royal Bank of Canada Europe Limited;

     
(k)

“Bring Down Comfort Letter” has the meaning set forth in Subsection 5.1(l)(iv);

     
(l)

“Burnstone Project” means that project in the Witwatersrand Basin in South Africa, including all licences, permits and assets (real, chattel and chattel-real) associated therewith;

     
(m)

“Business Day” means any day other than a Saturday, Sunday or statutory holiday in, or a day when banks are closed in, Vancouver, British Columbia;

     
(n)

“Canadian Debenture Shares Prospectus” has the meaning set forth in Subsection 2.2(f);


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  (o)

“Canadian Debenture Shares Supplement” has the meaning set forth in Subsection 2.2(f);

     
  (p)

“Claim” has the meaning set forth in Section 11.1;

     
  (q)

“Closing Materials” has the meaning set forth in Subsection 5.1(l)(xi);

     
  (r)

“Closing” and “Closing Date” have the meanings set forth in Section 10.1;

     
  (s)

“Comfort Letter” has the meaning set forth in Subsection 5.1(l)(i);

     
  (t)

“Commissions” means the securities regulatory bodies (other than stock exchanges) of the Qualifying Jurisdictions and “Commission” means the securities regulatory body of a specified Qualifying Jurisdiction;

     
  (u)

“Common Shares” means the class of shares of the Corporation designated as Common Shares without par value;

     
  (v)

“Continuous Disclosure Materials” has the meaning set forth in Subsection 4.1(f);

     
  (w)

“Control Person” has the meaning set forth in Section 11.1;

     
  (x)

“Convertible Debentures” has the meaning set forth on page 1 of this Agreement;

     
  (y)

“Corporate Opinions” has the meaning set forth in Subsection 5.1(l)(viii);

     
  (z)

“Corporation’s Financial Statements” has the meaning set forth in Subsection 4.1(bb);

     
  (aa)

“Corporation” has the meaning set forth on page 1 of this Agreement;

     
  (bb)

“Debenture Shares” means the Common Shares issuable upon conversion of the Convertible Debentures and/or Additional Convertible Debentures, if applicable, in accordance with their terms;

     
  (cc)

“Debenture Shares Form F-X” has the meaning set forth in Subsection 2.2(e);

     
  (dd)

“Debenture Shares Registration Statement” has the meaning set forth in Subsection 2.2(e);

     
  (ee)

“distribution” (or “distribute” as derived therefrom) has the meaning set forth in the Securities Act (British Columbia);

     
  (ff)

“environmental laws” has the meaning set forth in Subsection 4.1(ss);

     
  (gg)

“Exchanges” means collectively the TSX, AMEX and JSE;

     
  (hh)

“Final Debenture Shares Prospectus” has the meaning set forth in Subsection 2.2(f);

     
  (ii)

“Final Prospectus” means the final short form prospectus of the Corporation to be dated on or before November 11, 2009 and to be filed with the Commissions (in both the English and French languages unless the context indicates otherwise) for the purpose of qualifying the distribution of the Convertible Debentures and the Additional Convertible


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Debentures, including all documents incorporated therein by reference and any Supplemental Material;

  (jj)

“Firm Offering” has the meaning set forth on page 1 of this Agreement;

     
  (kk)

“French Language Auditors’ Opinion” has the meaning set forth in Subsection 5.1(l)(iii);

     
  (ll)

“French Language Prospectus Opinion” has the meaning set forth in Subsection 5.1(l)(ii);

     
  (mm)

“Hollister Project” means that project in the Xxxxxx Trend of Nevada, USA formerly known as the ‘Ivanhoe Project,’ including all licences, permits and assets (real, chattel and chattel-real) associated therewith;

     
  (nn)

“Indemnified Parties” has the meaning set forth in Section 11.1;

     
  (oo)

“Interest Shares” means the Common Shares issuable pursuant to the interest provisions in the Trust Indenture;

     
  (pp)

“JSE” means the JSE Ltd. securities exchange in South Africa;

     
  (qq)

“Lead Underwriter” means RBC Dominion Securities Inc.;

     
  (rr)

“Legal Opinions” has the meaning set forth in Subsection 5.1(l)(v);

     
  (ss)

“Lock-Up Agreements” means agreements executed by each of the directors, officers and senior management of the Corporation, substantially in the form attached hereto as Schedule “E”;

     
  (tt)

“material change” has the meaning set forth in the Securities Act (British Columbia);

     
  (uu)

“Material Contracts” has the meaning set forth in Subsection 4.1(mm);

     
  (vv)

“material fact” has the meaning set forth in the Securities Act (British Columbia);

     
  (ww)

“Material Subsidiaries” means the subsidiaries of the Corporation identified in Schedule “D”;

     
  (xx)

“misrepresentation” has the meaning set forth in the Securities Act (British Columbia);

     
  (yy)

“Named Executive Officers” means each Chief Executive Officer, each Chief Financial Officer and each of the three most highly compensated executive officers, other than each Chief Executive Officer and Chief Financial Officer who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an officer of the Corporation at the end of the most recently completed financial year end;

     
  (zz)

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Properties;


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  (aaa)

“NI 44-101” means National Instrument 44-101 – Short Form Prospectus Distributions;

     
  (bbb)

“NI 44-102” means National Instrument 44-102 – Shelf Distributions;

     
  (ccc)

“Offered Securities” has the meaning set forth on page 1 of this Agreement;

     
  (ddd)

“Offering Price” has the meaning set forth on page 1 of this Agreement;

     
  (eee)

“Offering” has the meaning set forth on page 1 of this Agreement;

     
  (fff)

“Officers’ Certificate” has the meaning set forth in Subsection 5.1(l)(x);

     
  (ggg)

“Over-Allotment Closing Date” has the meaning set forth in Section 3.1;

     
  (hhh)

“Over-Allotment Closing” has the meaning set forth in Section 3.3;

     
  (iii)

“Over-Allotment Option” has the meaning set forth on page 1 of this Agreement;

     
  (jjj)

“Passport Decision Document” means a decision document issued by the Reviewing Authority, as principal regulator, pursuant to the Passport System and which evidences the receipt by the Commissions in each of the Qualifying Jurisdictions for the Preliminary Prospectus or the Final Prospectus, as the case may be;

     
  (kkk)

“Passport System” means the passport system and prospectus review procedures provided for under Multilateral Instrument 11-102 – Passport System and National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions;

     
  (lll)

“Preliminary Debenture Shares Prospectus” has the meaning set forth in Subsection 2.2(d);

     
  (mmm)

“Preliminary Prospectus” means the preliminary short form prospectus of the Corporation to be dated on or before November 4, 2009 and to be filed with the Commissions (in both the English and French languages unless the context indicates otherwise) in respect of Offering, including all documents incorporated therein by reference and any Supplemental Material;

     
  (nnn)

“Principals” has the meaning set forth in Subsection 4.1(cc)(i);

     
  (ooo)

“Prospectus” means collectively the Preliminary Prospectus and the Final Prospectus;

     
  (ppp)

“Qualifying Jurisdictions” means each province of Canada, being those Canadian jurisdictions in which the Convertible Debentures will be offered or sold pursuant to the Offering, and “Qualifying Jurisdiction” means any one of them;

     
  (qqq)

“Regulations” means the securities rules or regulations proclaimed under the Acts and “Regulation” means the securities rules or regulations proclaimed under a specified Act;

     
  (rrr)

“Regulatory Authorities” means collectively the Commissions and the Exchanges;

     
  (sss)

“Reviewing Authority” means the British Columbia Securities Commission;

     
  (ttt)

“SEC” means the United States Securities and Exchange Commissions;


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  (uuu)

“Senior Secured Note” means a note in the principal amount of US$1,000 issued pursuant to a financing completed on December 12, 2008;

     
  (vvv)

“Standard Listing Conditions” has the meaning set forth in Subsection 5.1(o);

     
  (www)

“Subsidiaries” means the subsidiaries of the Corporation identified as such in Schedule “C”;

     
  (xxx)

“Supplementary Material” has the meaning set forth in Subsection 2.3(b);

     
  (yyy)

“Time of Closing” means 5:00 a.m. (Vancouver time) or such other time as may be agreed to by the Corporation and the Underwriters on the Closing Date or the Over- Allotment Closing Date, as the case may be;

     
  (zzz)

“Title Opinions” has the meaning set forth in Subsection 5.1(l)(ix);

     
  (aaaa)

“trade” has the meaning set forth in the Securities Act (British Columbia);

     
  (bbbb)

“Trustee” means Computershare Trust Company of Canada;

     
  (cccc)

“Trust Indenture” means the trust indenture governing the Convertible Debentures to be dated the Closing Date between the Corporation and the Trustee;

     
  (dddd)

“TSX” means the Toronto Stock Exchange;

     
  (eeee)

“U.S. Affiliate” of any Underwriter means its U.S. registered broker-dealer affiliate;

     
  (ffff)

“U.S. Debenture Shares Base Prospectus” has the meaning set forth in Subsection 2.2(g);

     
  (gggg)

“U.S. Debenture Shares Prospectus” has the meaning set forth in Subsection 2.2(g);

     
  (hhhh)

“U.S. Debenture Shares Supplement” has the meaning set forth in Subsection 2.2(g);

     
  (iiii)

“U.S. Final Offering Memorandum” means the Final Prospectus supplemented with wrap pages for purposes of, among other things, describing the restrictions imposed under the U.S. Securities Act;

     
  (jjjj)

“U.S. Person” means “U.S. Person” as defined in Regulation S under the U.S. Securities Act;

     
  (kkkk)

“U.S. Preliminary Offering Memorandum” means the Preliminary Prospectus supplemented with wrap pages for the purpose of, among other things, describing the restrictions imposed under the U.S. Securities Act;

     
  (llll)

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

     
  (mmmm)

“Underwriter” and “Underwriters” have the meanings set forth on page 1 of this Agreement;

(nnnn)   “Underwriters’ Expenses” has the meaning set forth in Section 7.2;

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  (oooo)

“Underwriters’ Fee” has the meaning set forth on page 1 of this Agreement; and

     
  (pppp)

“United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.


1.2

All references to dollar figures in this Agreement are to Canadian dollars.

   
1.3

The following are the schedules attached to this Agreement, which schedules form a part hereof and are hereby incorporated by reference herein:

   

Schedule “A” – Outstanding Convertible Securities;

   

Schedule “B” – Burnstone Project and Hollister Project Property Rights;

   

Schedule “C” – Subsidiaries;

   

Schedule “D” – Material Subsidiaries;

   

Schedule “E” – Form of Lock-Up Agreement;

   

Schedule “F” – Form of U.S. Legal Opinion of U.S. Securities Counsel; and

   

Schedule “G” – Terms for Offering to U.S. Purchaser.

2.                      NATURE OF THE TRANSACTION

2.1

Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Convertible Debentures of the Corporation, and by acceptance of this Agreement the Corporation agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Time of Closing on the Closing Date, all, but not less than all, of the Convertible Debentures. In the event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase Additional Convertible Debentures in whole or in part and at any time up to 30 days after the Closing Date, the Corporation shall sell to the Underwriters and the Underwriters shall purchase that number of Additional Convertible Debentures requested by the Underwriters pursuant to the notice delivered to the Corporation in accordance with Section 3.1, at the Time of Closing on the Over-Allotment Closing Date.

     

It is understood that the Underwriters intend to arrange for substituted purchasers for the Offered Securities at the Offering Price, resident in the Qualifying Jurisdictions and in those jurisdictions outside of Canada permitted hereunder where the Offered Securities may be lawfully sold pursuant to the terms and conditions hereof, in which case the Corporation will sell such Offered Securities (or part thereof) to such substituted purchasers and the Underwriters’ obligation to purchase the Offered Securities shall be rateably reduced.

     
2.2

This offer is conditional upon, among other things,

     
(a)

the Corporation obtaining a Passport Decision Document for the Preliminary Prospectus dated on or before November 4, 2009,

     
(b)

the Corporation obtaining a Passport Decision Document for the Final Prospectus from the Commissions in the Qualifying Jurisdictions, qualifying the distribution by the Corporation of the Convertible Debentures and any Additional Convertible Debentures to


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purchasers resident in each Qualifying Jurisdictions dated on or before November 11, 2009, or such later date as the Lead Underwriter and the Corporation may agree, acting reasonably,

  (c)

the closing taking place at 5:00 a.m. (Vancouver time) on November 17, 2009, or such other time and date as mutually agreed to by the Corporation and the Lead Underwriter, on behalf of the Underwriters;

     
  (d)

the Corporation shall, on or before November 9, 2009, file with the Reviewing Authority a preliminary base shelf prospectus (the “Preliminary Debenture Shares Prospectus”), under NI 44-102 relating to the Debenture Shares and use its best efforts to obtain from the Reviewing Authority a receipt for the Preliminary Debenture Shares Prospectus as soon as possible but in any event no later than one Business Day thereafter;

   

 

  (e)

the Corporation shall file with the SEC as soon as possible following the filing of the Preliminary Debenture Shares Prospectus with the Reviewing Authority but in any event no later than one Business Day thereafter, in accordance with the provisions of the U.S. Securities Act, a shelf registration statement (including documents incorporated by reference therein), as it has been and may be further amended from time to time (the “Debenture Shares Registration Statement”) on Form F-10 providing for the registration of the Debenture Shares under the U.S. Securities Act, which includes the Preliminary Debenture Shares Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) along with the filing with the SEC of an appointment of an agent for service of process upon the Corporation on Form F-X in conjunction with the filing of such registration statement (the “Debenture Shares Form F-X”),

   

 

  (f)

the Corporation shall file with the Reviewing Authority as soon as possible a final base shelf prospectus and supplement thereto in form and substance satisfactory to the Underwriters, acting reasonably, and in accordance with the procedures set out in NI 44- 102 relating to the Debenture Shares (the “Final Debenture Shares Prospectus”) and shall obtain a receipt from the Reviewing Authority in respect thereof on or before the second Business Day prior to the Closing Date. The Corporation shall file with the Reviewing Authority within one Business Day of the issuance of a final receipt from the Reviewing Authority a prospectus supplement relating to the Debenture Shares (the “Canadian Debenture Shares Supplement”). Reference to “Canadian Debenture Shares Prospectus” herein shall mean the Final Debenture Shares Prospectus for which a receipt has been obtained from the Reviewing Authority, including the documents incorporated by reference therein and prospectus supplement thereto, including the Canadian Debenture Shares Supplement. The Corporation acknowledges and agrees that under no circumstances whatsoever shall the Underwriters be required to execute a certificate page in respect of the Preliminary Debenture Shares Prospectus or the Final Debenture Shares Prospectus, and

   

 

  (g)

the Corporation shall file with the SEC as soon as possible an amendment to the Debenture Shares Registration Statement, in form and substance satisfactory to the Underwriters, acting reasonably, providing for the registration of the Debenture Shares, including the Final Debenture Shares Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC), and the Corporation shall cause such registration statement to become effective pursuant to Rule 467 of the U.S. Securities Act on or before the


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Business Day prior to the Closing Date. The Corporation shall file with the SEC as soon as possible after the effectiveness of the Debenture Shares Registration Statement, and in any event no later than the Business Day prior to the Closing Date, pursuant to General Instruction II.L of Form F-10, a prospectus supplement to the Debenture Shares Registration Statement relating to the Debenture Shares (the “U.S. Debenture Shares Supplement”). Such filing shall, in accordance with General Instruction II.L of Form F-10 be filed with the SEC within one Business Day after the corresponding Canadian Debenture Shares Supplement is filed with the Reviewing Authority. The prospectus included in the Debenture Shares Registration Statement shall be referred to herein as the “U.S. Debenture Shares Base Prospectus”, and the U.S. Debenture Shares Base Prospectus together with the U.S. Debenture Shares Supplement, including all documents incorporated by reference, relating to the offering of the Debenture Shares filed with the Commission pursuant to General Instruction II.L of Form F-10 following the execution of this Agreement by the parties hereto is referred to herein as the “U.S. Debenture Shares Prospectus”, provided that, prior to the filing of such U.S. Debenture Shares Supplement, the term “U.S. Debenture Shares Prospectus” shall mean the U.S. Debenture Shares Base Prospectus, including all documents incorporated by reference. The Corporation shall use its commercially reasonable efforts to maintain the effectiveness of the Debenture Shares Registration Statement or another shelf registration statement providing for the registration of the offering of the Debenture Shares until the later of (i) 12 months from the Closing Date; or (ii) 12 months from the Over-Allotment Closing Date.

2.3

The Corporation agrees to pay to the Underwriters the Underwriters’ Fee which fee is equal to 4.0% of the gross proceeds of the Offering. The Underwriters’ Fee is payable at the Time of Closing on the Closing Date in respect of the Convertible Debentures, and on the Over-Allotment Closing Date in respect of the Additional Convertible Debentures, in consideration of the services to be rendered by the Underwriters in connection with the Offering, which services shall include:

     
(a)

acting as Underwriters of the Corporation to purchase the Offered Securities in accordance with the terms and conditions herein;

     
(b)

assisting in the preparation of the Preliminary Prospectus and the Final Prospectus together with any documents supplemental thereto or any amending or supplementary prospectus or other supplemental documents or any similar document (collectively, the “Supplementary Material”) required to be filed under the legislation of the Qualifying Jurisdictions and performing administrative work in connection with these matters;

     
(c)

advising the Corporation with respect to the Offering;

     
(d)

distributing the Offered Securities to the public both directly and through other registered dealers and brokers; and

     
(e)

all other services arising out of the agreement resulting from the Corporation’s acceptance of this offer.

     

In the event the Canada Revenue Agency determines that the GST is exigible on the Underwriters’ Fee, the Corporation agrees to pay the amount of GST forthwith upon the request of the Underwriters.


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2.4

The Corporation agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters. The Underwriters shall require and shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters.

   
2.5

The Lead Underwriter shall, on behalf of the Underwriters, notify the Company when, in its opinion, the Underwriters and any agents have ceased distribution of the Offered Securities (and in any event such notice shall be given no later than 30 days after the Closing Date and in the case of the Additional Convertible Debentures (if the Over-Allotment Closing does not occur on the same day as the Closing Date), no later than 30 days after the Over-Allotment Closing Date) and, if required for regulatory compliance purposes, provide a breakdown of the number of Offered Securities distributed and proceeds received (A) in each of the Qualifying Jurisdictions and (B) in any other jurisdiction.

   
2.6

The Convertible Debentures and Additional Convertible Debentures shall be duly and validly created and authorized for issuance by the Corporation and, when issued and sold by the Corporation, such Convertible Debentures and Additional Convertible Debentures shall have the rights, privileges, restrictions and conditions that conform in all material respects to the rights, privileges, restrictions and conditions included in the term sheet attached to the Bid Letter and as set forth in the Preliminary Prospectus and the Final Prospectus, subject to such modifications or changes (if any) prior to the Closing Date as may be agreed to in writing by the Corporation and the Underwriters.

   
2.7

The Debenture Shares and the Additional Shares shall be duly authorized for issuance by the Corporation and when issued shall have the rights privileges, restrictions and conditions that conform in all material respects to the rights, privileges, restrictions and conditions as set forth in the Preliminary Prospectus and the Final Prospectus, subject to such modifications or changes (if any) prior to the Closing Date as may be agreed to in writing by the Corporation and the Underwriters.

   
2.8

The Corporation shall qualify the distribution of the Convertible Debentures and the Additional Convertible Debentures by the Prospectus under Applicable Securities Laws in the Qualifying Jurisdictions. In addition to the United States, Convertible Debentures and/or Additional Convertible Debentures may also be distributed in such other jurisdictions as the Corporation and the Underwriters may agree, provided the distribution of Convertible Debentures and/or Additional Convertible Debentures in such other jurisdictions is completed in accordance with the applicable laws of such other jurisdictions.

   
2.9

The Corporation shall obtain the conditional listing of the Convertible Debentures, Additional Convertible Debentures and the Debenture Shares on the TSX by the Closing and conditional acceptance of the issuance of Adjustment Shares by the TSX satisfactory to the Lead Underwriter, subject to Standard Listing Conditions (as hereinafter defined). The Corporation shall also obtain the listing of that number of Debenture Shares on the AMEX by the Closing and conditional acceptance of the issuance of Adjustment Shares by AMEX satisfactory to the Lead Underwriter, subject in each case to Standard Listing Conditions and in the case of the JSE the Corporation will obtain written confirmation satisfactory to the Lead Underwriter that listing may be applied for at the time of conversion of the Convertible Debentures and/or Additional Convertible Debentures and that the JSE has no objection to the issuance of the Debenture Shares and the Adjustment Shares.


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2.10

The Corporation shall use its reasonable commercial efforts to obtain, prior to the Closing Date, the Lock-Up Agreements from each of the directors and officers of the Corporation;

3.                      UNDERWRITERS’ OPTION

3.1

The Corporation hereby grants to the Underwriters the Over-Allotment Option to purchase severally and not jointly and to offer for sale to the public pursuant hereto the Additional Convertible Debentures upon the terms and conditions set forth herein. The Over-Allotment Option shall be non-assignable and shall be exercisable, in whole or in part, at any time up to 30 days after the Closing Date by the Lead Underwriter giving written notice to the Corporation by such time, specifying the number of Additional Convertible Debentures to be purchased and the closing date for the over-allotment (the “Over-Allotment Closing Date”), which date shall not be less than one business day after the notice. The Additional Convertible Debentures will be qualified under the Prospectus.

   
3.2

The Over-Allotment Closing Date on which the Additional Convertible Debentures will be delivered by the Corporation to and paid for by the Underwriters shall not be later than 30 days after the Closing Date.

   
3.3

Following receipt of notice delivered in accordance with Section 3.1, the Corporation shall proceed to hold a separate closing (the “Over-Allotment Closing”) (unless the Over-Allotment Closing Date is the same date as the Closing Date) on the same terms and conditions relating to the Closing (except as agreed upon by the Corporation and the Underwriters in writing) and, subject to such terms and conditions, issue and deliver to the Underwriters in such locations that the Lead Underwriter advises the Corporation in the notice at the Time of Closing on the Over- Allotment Closing Date, at the Offering Price, the certificates (in physical or electronic form as the Lead Underwriter may advise in the notice) representing that number of Additional Convertible Debentures specified in such notice, along with payment of the Underwriters’ Fee payable with respect to such Additional Convertible Debentures and any Underwriters’ Expenses.

4.                      REPRESENTATIONS AND WARRANTIES

4.1

The Corporation represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties in entering into this Agreement, that:

     
(a)

the Corporation and each of the Subsidiaries is a duly incorporated, amalgamated or continued company and validly existing and in good standing under the laws of its jurisdiction of incorporation, amalgamation or continuation and no proceedings have been instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation;

     
(b)

the Corporation is a reporting issuer or the equivalent in each of the provinces and territories of Canada and the Corporation is not in default of any of the requirements of the Applicable Securities Laws of the Qualifying Jurisdictions or the securities laws of the United States;

     
(c)

the Common Shares are listed for trading on the Exchanges, and the Corporation is not in default of any of the listing requirements of the Exchanges applicable to the Corporation including, for avoidance of doubt, any requirement that shareholder approval be obtained


- 12 -

for the Offering or the issuance of the Convertible Debentures, the Additional Convertible Debentures, the Debenture Shares or the Additional Shares;

  (d)

the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which 333,754,158 Common Shares were issued and outstanding as of the close of business on November 2, 2009 as fully paid and non-assessable shares in the capital of the Corporation;

     
  (e)

other than as disclosed in the Final Prospectus or as set out in Schedule “A”, no person, firm or corporation has any agreement, option, right or privilege, whether pre-emptive, contractual or otherwise, capable of becoming an agreement for the purchase, acquisition, subscription for or issuance of any of the unissued shares of the Corporation or any of the Subsidiaries, or other securities convertible, exchangeable or exercisable for shares of the Corporation or any of the Subsidiaries;

     
  (f)

all documents previously published or filed by the Corporation with the Regulatory Authorities (the “Continuous Disclosure Materials”) contain no untrue statement of a material fact as at the date thereof nor do they omit to state a material fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made and were prepared in accordance with and comply with Applicable Securities Laws;

     
  (g)

all of the material transactions of the Corporation and each of the Subsidiaries have been promptly and properly recorded or filed in or with their respective books or records and their respective minute books contain, in all material respects all of their material transactions, all records of the meetings and proceedings of their directors, shareholders and other committees, if any, since their respective incorporations;

     
  (h)

the Corporation and each Subsidiary has the corporate power and capacity to own its assets currently owned by it and to carry on its business currently carried on by it as disclosed in the Prospectus;

     
  (i)

the Material Subsidiaries are the only Subsidiaries material to the business and affairs of the Corporation;

     
  (j)

the Corporation and each of its Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on, and holds all necessary licences, permits, approvals, consents, certificates, registrations and authorizations, whether governmental, regulatory or otherwise, to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated, and the same are validly existing and in good standing, except to the extent that non-compliance with any such laws, rules or regulations, or failure to hold any such licences, permits, approvals, consents, certificates, registrations and authorizations would not have a material adverse effect upon the Corporation and its Subsidiaries, taken as a whole;

     
  (k)

the Corporation and each Subsidiary has good title to its respective material assets as disclosed in the Prospectus, free and clear of all material liens, charges and encumbrances of any kind whatsoever save and except as disclosed in the Prospectus;


- 13 -

  (l)

the Burnstone Project and the Hollister Project are the only mineral projects on a property material to the Corporation that are subject to the requirements of NI 43-101 and Schedule “B” hereto sets out all the mineral, claims, leases and other interests held by the Corporation, directly or indirectly, in the Burnstone Project and the Hollister Project and such interests together with all material interests in natural resource properties owned by the Corporation or its Subsidiaries and related surface rights for exploration and exploitation overlying those properties of the Corporation or the Subsidiaries are completely and accurately described in the Prospectus and, except as set out in the Prospectus, are owned or held by the Corporation or such Subsidiaries as owner thereof with good title, are in good standing and are valid and enforceable and free and clear of any liens, charges or encumbrances and no royalty is payable in respect of any of them and the Corporation does not know of any claim that may adversely affect such rights;

     
  (m)

the technical reports filed on SEDAR relating to Burnstone Project and Hollister Project have been prepared in accordance with NI 43-101, and the Corporation has complied with NI 43-101 in all material respects;

     
  (n)

except as set out in the Prospectus, no other material property rights are necessary for the conduct of the Corporation’s or the Subsidiaries’ businesses as they are currently being conducted, and there are no material restrictions on the ability of the Corporation or the Subsidiaries to use or otherwise exploit any such property rights, and the Corporation does not know of any claim or basis for a claim that may adversely affect such rights in any material respects; more particularly, the Corporation has all licences, permits and authorisations to develop the mines at the Burnstone Project and the Hollister Project, including all areas in which the Corporation has identified reserves or resources to date;

     
  (o)

except as set out in the Prospectus, neither the Corporation nor the Subsidiaries have any responsibility or obligation to pay or have paid on their behalf any material commission, royalty or similar payment to any person with respect to their property rights as of the Closing Date;

     
  (p)

except as set out in the Prospectus, the Corporation and each of the Subsidiaries are in compliance in all material respects with all material terms and provisions of all contracts, agreements, indentures, leases, policies, instruments and licences that are material to the conduct of their respective businesses and all such contracts, agreements, indentures, leases, policies, instruments and licences are valid and binding in accordance with their terms and in full force and effect, and no breach or default by the Corporation or the Subsidiaries or event which, with notice or lapse or both, could constitute a material breach or material default by the Corporation or the Subsidiaries, exists with respect thereto;

     
  (q)

the Corporation’s direct or indirect percentage ownership of the shares of the Subsidiaries is correctly disclosed in Schedule “C” to this Agreement, and all such shares are legally and beneficially owned by the Corporation or, in the case of shares held through Subsidiaries, by such Subsidiaries, free and clear of all liens, charges and encumbrances of any kind whatsoever; no person, firm, or company has any agreement, or option or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement for the purchase of all or any part of the securities representing such ownership interest; all such shares have been validly issued and are outstanding as fully paid and non- assessable; each Subsidiary is directly or indirectly beneficially wholly-owned by the Corporation; and except for the shares of the Subsidiaries, neither the Corporation nor its


- 14 -

Subsidiaries own any securities or ownership interest in any other person which are material to the Corporation and its Subsidiaries, taken as a whole;

  (r)

the Corporation has no subsidiaries other than the Subsidiaries listed in Schedule “C” attached hereto;

         
  (s)

the Corporation has good and sufficient right and authority to enter into this Agreement and complete its transactions contemplated under this Agreement on the terms and conditions set forth herein;

         
  (t)

the Corporation has all requisite corporate power and authority to enter into this Agreement and the Trust Indenture and the performance of the terms hereof and thereof, the transactions contemplated hereby and thereby and the granting of the Over-Allotment Option, the issuance and sale by the Corporation of the Convertible Debentures, Additional Convertible Debentures, and the issuance of the Debenture Shares and the Additional Shares pursuant to the Trust Indenture have been duly authorized by all necessary corporate action of the Corporation, and this Agreement has been and the Trust Indenture will be duly executed and delivered by the Corporation and this Agreement is, and the Trust Indenture when executed will be, a valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and except as limited by the application of equitable remedies which may be granted in the discretion of a court of competent jurisdiction and that enforcement of the rights to indemnity and contribution set out in this Agreement, as applicable, may be limited by applicable law;

         
  (u)

each of the execution and delivery of this Agreement and the Trust Indenture, the performance by the Corporation of its obligations hereunder or thereunder, the issue and sale of the Offered Securities, the issuance of the Debenture Shares upon conversion of the Offered Securities, and the issuance of any Additional Shares as required under the Trust Indenture hereunder and the consummation of the transactions contemplated in this Agreement,

         
  (i)

except for the Interest Shares, and satisfaction of the Standard Listing Conditions with respect to the Adjustment Shares, do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities commission or other third party, except such as have been obtained or will be obtained prior to the Time of Closing on the Closing Date, and such as may be required (and shall be obtained as provided herein prior to the Time of Closing on the Closing Date) under Applicable Securities Laws; and

         
  (ii)

do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both),

         
  (A)

any statute, rule or regulation applicable to the Corporation including, without limitation, the Applicable Securities Laws and the policies, rules and regulations of the Exchanges;


- 15 -

  (B)

the constating documents, articles or resolutions of the directors or shareholders of the Corporation which are in effect at the date hereof;

     
  (C)

any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation is a party or by which it is bound; or

     
  (D)

any judgment, decree or order binding the Corporation or a material portion of the property or assets thereof;


  (v)

upon satisfaction of the Standard Listing Conditions, the Convertible Debentures, Additional Convertible Debentures, Debenture Shares and any Additional Shares will be qualified investments under the Income Tax Act (Canada) and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, registered disability savings plans and tax-free savings accounts provided that they are listed on a designated stock exchange (which includes the TSX) (except in the case of Convertible Debentures, a deferred profit sharing plan to which the Corporation or an employer that does not deal at arm’s length with the Company has made a contribution);

     
  (w)

at the Time of Closing on the Closing Date, all necessary corporate action will have been taken by the Corporation to create, authorize and issue the Convertible Debentures and Additional Convertible Debentures, and allot, reserve and authorize the issuance of the Debenture Shares and any Additional Shares that may be issued under the Trust Indenture as fully paid and non-assessable shares in the capital of the Corporation and in each case free and clear of all resale or trade restrictions (except control person restrictions) and liens, charges or encumbrances of any kind whatsoever under Canadian laws;

     
  (x)

at the Time of Closing on the Closing Date, the Convertible Debentures, Additional Convertible Debentures and Debenture Shares will be listed and posted for trading on the TSX and the Corporation will have received conditional acceptance of the issuance of Adjustment Shares by the TSX satisfactory to the Lead Underwriter and the Debenture Shares will be listed and posted for trading on AMEX and the Corporation will have received conditional acceptance of the issuance of the Adjustment Shares by AMEX satisfactory to the Lead Underwriter, and all necessary notices and filings will be made prior to the Closing Date with and all necessary consents, approvals and authorizations obtained by the Corporation from the Exchanges to ensure that, subject to fulfilling the Standard Listing Conditions, the Convertible Debentures, Additional Convertible Debentures, Debenture Shares and any Adjustment Shares will be listed and posted for trading (or accepted in the case of the Adjustment Shares) on the Exchanges in the manner described above except that in connection with the JSE the Corporation will obtain written confirmation satisfactory to the Lead Underwriter that listing may be applied for at the time of conversion of the Convertible Debentures and/or Additional Convertible Debentures and that the JSE has no objection to the issuance of the Debenture Shares and Adjustment Shares;

     
  (y)

Computershare Investor Services, Inc. at its principal offices in the City of Toronto, Ontario and Vancouver, British Columbia has been duly appointed as registrar and transfer agent for the Common Shares;


- 16 -

  (z)

at the Time of Closing on the Closing Date, Computershare Trust Company of Canada, at its principal offices in the City of Toronto, Ontario and Vancouver, British Columbia has been duly appointed as the trustee under the Trust Indenture in respect of the Convertible Debentures;

       
  (aa)

the minute books and records of the Corporation made available to counsel for the Underwriters in connection with its due diligence investigation of the Corporation for the period from January 1, 2003 to the date hereof and to the Closing Date are all of the minute books and records of the Corporation, and contain copies of all material proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders, the directors and all committees of directors of the Corporation to the date of review of such corporate records and minute books and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of the Corporation to the date hereof not reflected in such minute books and other records, other than those which have been disclosed to counsel for the Underwriters in writing or which are not material in the context of the Corporation;

       
  (bb)

the audited and unaudited financial statements (collectively, the “Corporation’s Financial Statements”) of the Corporation that are to be included or incorporated by reference in the Prospectus are true and correct in every material respect and present fairly and accurately in all material respects the financial position of the Corporation as of the dates indicated and the results of operations and the changes in financial position of the Corporation on a consolidated basis for the periods specified (subject, in the case of interim financial information, to year-end adjustments); and such financial statements have been (or will be) prepared in conformity with generally accepted accounting principles in Canada, consistently applied throughout the periods involved; the summary and selected financial data to be included or incorporated by reference in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial information included or incorporated by reference in the Prospectus;

       
  (cc)

the books and records of the Corporation and each of the Subsidiaries disclose all of their material financial transactions and such transactions have been fairly and accurately recorded; and except as disclosed in the Corporation’s Financial Statements or in the Prospectus:

       
  (i)

neither the Corporation nor any of the Subsidiaries is indebted to any of its directors or officers (collectively the “Principals”), other than on account of directors fees or expenses accrued but not paid, or to any of its shareholders;

       
  (ii)

none of the Principals or shareholders is indebted or under obligation to the Corporation or to any of the Subsidiaries, on any account whatsoever; and

       
  (iii)

the Corporation has not guaranteed or agreed to guarantee any debt, liability or other obligation of any kind whatsoever of any person, firm or corporation whatsoever other than of a Subsidiary;

       
  (dd)

there are no material liabilities of the Corporation or of the Subsidiaries, whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the Corporation’s Financial Statements except those incurred in the ordinary course of their respective businesses since December 31, 2008;


- 17 -

  (ee)

except as set out in the Prospectus, since December 31, 2008, and excluding expenditures in the ordinary course of business, there has not been any adverse material change of any kind whatsoever in the financial position or condition of the Corporation or of any of the Subsidiaries or any damage, loss or other change of any kind whatsoever in circumstances materially affecting their respective businesses or assets, taken as a whole, or the right or capacity of any of them to carry on their respective businesses, such businesses having been carried on in the ordinary course;

       
  (ff)

the Corporation does not owe any money to, does not have any present loans to, has not borrowed any monies from, and is not otherwise indebted to any officer, director, employee, shareholder or any person not dealing at “arm’s length” (as such term is defined in the Tax Act) with the Corporation except as set forth in the Corporation’s Financial Statements included or incorporated by reference in the Prospectus, and except for payroll obligations in the normal course of business;

       
  (gg)

except as disclosed in the Prospectus, the Corporation does not have any agreements of any nature whatsoever to acquire, merge or enter into any business combination with any entity, or to acquire or lease any other business operations;

       
  (hh)

there are no “significant acquisitions”, “significant dispositions” and “significant probable acquisitions” for which the Corporation is required, pursuant to Applicable Securities Laws to include additional financial disclosure;

       
  (ii)

the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurance that:

       
  (i)

transactions are executed in accordance with management’s general or specific authorizations;

       
  (ii)

transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in Canada and to maintain asset accountability;

       
  (iii)

access to assets is permitted only in accordance with management’s general or specific authorization; and

       
  (iv)

the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

       
 

and the Corporation is not aware of any material weakness in its internal controls over financial reporting;

       
  (jj)

the Corporation maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) and the Corporation believes that such disclosure controls and procedures are effective;

       
  (kk)

other than as disclosed in the Prospectus, there is and has been no failure on the part of the Corporation or any of the Corporation’s directors or officers, in their capacities as such, to comply with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the


- 18 -

rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications;

  (ll)

the directors, officers and key employees of the Corporation are as disclosed in the Prospectus and the compensation arrangements with respect to the Corporation’s Named Executive Officers are as disclosed in the Prospectus, and except as disclosed in the Prospectus, there are no pensions, profit sharing, group insurance or similar plans or other deferred compensation plans of any kind whatsoever affecting the Corporation;

     
  (mm)

all contracts and agreements material to the Corporation other than those entered into in the ordinary course of its business as presently conducted and taken as a whole (collectively the “Material Contracts”) have been disclosed in the Prospectus and, except as disclosed in the Prospectus or as contemplated herein, the Corporation has not approved, entered into any binding agreement in respect of, or has any knowledge of, the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Corporation, whether by asset sale, transfer of shares or otherwise;

     
  (nn)

the Corporation has no knowledge of any proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Corporation;

     
  (oo)

the Corporation and each of the Subsidiaries maintain insurance against loss of, or damage to, their material assets including property and casualty insurance for all of its operations; and all of the policies in respect of such insurance are in amounts and on terms that in the view of Corporation’s management are reasonable for operations such as these, and are in good standing in all respects and not in default in any respect;

     
  (pp)

all tax returns, reports, elections, remittances, filings, withholdings and payments of the Corporation, and the Subsidiaries, required by law to have been timely filed or made, have been filed or made (as the case may be) except where the failure to do so, taken as a whole, would not have a material adverse effect on the Corporation or its Subsidiaries and are true, complete and correct in all material respects and all taxes owing of the Corporation and all material amounts of taxes owing by the Subsidiaries as at December 31, 2008 have been paid or accrued in the Corporation’s Financial Statements;

     
  (qq)

the Corporation and its subsidiaries have timely filed all tax returns, slips and information reports when due except where the failure to do so, taken as a whole, would not have a material adverse effect on the Corporation or its Subsidiaries. The Corporation, for itself and on behalf of the Subsidiaries, has carefully considered their liability for taxes for all prior periods including the Corporation’s fiscal year ended December 31, 2008 and has determined that no taxes are due or payable in respect of such periods. The Corporation and its subsidiaries have not received any assessments or reassessments from any taxing authority, the Corporation and its subsidiaries are not currently subject to an audit by a taxing authority and nor are they aware of any pending audit which indicates that any tax return which was filed is being reassessed or challenged in any way and the Corporation confirms it has received no notice or other communication indicating that any tax authority has demanded that any tax return not yet filed be filed immediately or within a specified time. The Corporation and its subsidiaries have withheld or collected and timely remitted to the appropriate governmental authority all amounts required to be withheld or


- 19 -

collected, as the case may be, and remitted from all amounts paid or credited to or by the Corporation or any of its subsidiaries. The Corporation is not aware of any material contingent tax liability of the Corporation or of any of its subsidiaries.

  (rr)

except as disclosed in the Prospectus, there are no material actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding or, to the best of its knowledge, pending, threatened against or affecting the Corporation, or the Subsidiaries, or to the best of the Corporation’s knowledge, their respective directors, officers or promoters, at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever and, to the best of its knowledge, there is no basis therefor;

       
  (ss)

neither the Corporation nor to the best of the Corporation’s knowledge after due inquiry, any of the Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its property and assets, any applicable federal, provincial, state, municipal or local laws, by-laws, regulations, orders, policies, permits, licences, certificates or approvals having the force of law, domestic or foreign, relating to environmental, health or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively in this section, “environmental laws”). Without limiting the generality of the foregoing:

       
  (i)

the Corporation and each of the Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable environmental laws and has received all permits, licenses or other approvals required of them under applicable environmental laws to conduct their respective businesses; and

       
  (ii)

there are no orders, rulings or directives issued against the Corporation or any of the Subsidiaries, and there are no orders, rulings or directives pending or threatened against the Corporation or any of the Subsidiaries under or pursuant to any environmental laws requiring any work, repairs, construction or capital expenditures with respect to any property or assets of the Corporation or any of the Subsidiaries;

       
  (tt)

no notice with respect to any of the matters referred to in Subsection 4.1(ss), including any alleged violations by the Corporation or any of the Subsidiaries with respect thereto has been received by the Corporation or any of the Subsidiaries, and no writ, injunction, order or judgement is outstanding, and no legal proceeding under or pursuant to any environmental laws or relating to the ownership, use, maintenance or operation of the property and assets of the Corporation or any of the Subsidiaries is in progress, threatened or, to the best of the Corporation’s knowledge, pending, which could be expected to have a material adverse effect on the Corporation or the Subsidiaries, taken as a whole, and there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Corporation or any of the Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or to which passage of time, or the giving of notice or both, would give rise;

       
  (uu)

the Corporation, the Subsidiaries and their respective directors, officers and promoters are not in breach of any law, ordinance, statute, regulation, by-law, order or decree of any


- 20 -

kind whatsoever where non-compliance would have a material adverse effect on the Corporation;

  (vv)

the Corporation’s auditors, who audited the Corporation’s Financial Statements and who provided their audit report thereon, are, and were, as at the date of their audit report, independent public accountants as required under Applicable Securities Laws and there has never been a reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) between the Corporation and such auditors or, to the knowledge of the Corporation, any former auditors of the Corporation, nor has there been any event (other than non-payment of fees prior to 2004) which has led any of the Corporation’s auditors to threaten to resign as auditors;

     
  (ww)

except as provided herein, there is no person, firm or corporation acting or purporting to act for the Corporation entitled to any brokerage or finder’s fee in connection with this Agreement or any of the transactions contemplated hereunder, and in the event any person, firm or corporation acting or purporting to act for the Corporation becomes entitled at law to any fee from the Underwriters, the Corporation covenants to indemnify and hold harmless the Underwriters with respect thereto and with respect to all costs reasonably incurred in the defense thereof;

     
  (xx)

all written agreements and other written materials provided to or made available to the Underwriters and their counsel contain no misrepresentations as of the date provided;

     
  (yy)

the Corporation is, and will be until the completion of the distribution of the Convertible Debentures, Additional Convertible Debentures, Debenture Shares and Additional Shares, subject to the reporting requirements under Section 12 of the 1934 Act, has filed all reports required to be filed pursuant to Section 13 of the 1934 Act, and is not in default of its obligations under the 1934 Act;

     
  (zz)

all material written representations and submissions made by or on behalf of the Corporation to any Regulatory Authority in furtherance of the filing of the Prospectus, other than written information provided in respect of and by the Underwriters and their affiliates, are true and correct in all material respects and contain no misrepresentation;

     
  (aaa)

the Corporation meets the general eligibility requirements for use of Form F-10 under the U.S. Securities Act and is eligible to file a short form prospectus under NI 44-101;

     
  (bbb)

the Preliminary Prospectus, Final Prospectus, the Preliminary Debenture Shares Prospectus and the Final Debenture Shares Prospectus will be prepared and filed in compliance in all material respects with the Applicable Securities Laws, and, at the time of delivery of the Offered Securities to the Underwriters, the Final Prospectus will comply in all material respects with the Applicable Securities Laws and the Corporation shall fulfill and comply with the necessary requirements of the Applicable Securities Laws in order to enable the Offered Securities to be lawfully distributed in the Qualifying Provinces through the Underwriters or any other investment dealers or brokers registered as such in the Qualifying Provinces and acting in accordance with the terms of their registrations and the Applicable Securities Laws;

     
  (ccc)

none of the Commissions, the SEC, any stock exchange in Canada or the United States or any other regulatory authority or court has issued an order preventing or suspending the use or effectiveness, as the case may be, of any of the Preliminary Prospectus, the Final


- 21 -

Prospectus, the Preliminary Debenture Shares Prospectus, the Final Debenture Shares Prospectus or the Debenture Shares Registration Statement relating to the proposed Offering or instituted proceedings for any such purpose and no proceedings for any such purpose are pending or, to the knowledge of the Corporation, are contemplated by any of the aforementioned parties, and any request on the part of such parties for additional information from the Corporation has been complied with;

  (ddd)

each Prospectus was or shall, as the case may be, as of its respective date of filing and, except as amended prior to the Closing Date in accordance with Applicable Securities Laws, as of the Closing Date (i) constitutes full, true and plain disclosure of all material facts relating to the Corporation and the Offered Securities, (ii) contains no misrepresentation, as defined under Applicable Securities Laws, and (iii) does not omit any information which is necessary to make the statements contained therein not misleading; the documents incorporated by reference in each Prospectus were prepared in accordance with the Applicable Securities Laws, and any further documents so filed and incorporated by reference in any Prospectus, or any further amendment or supplement thereto, when such documents are filed with the Commission or Reviewing Authority as the case may be, will be prepared in accordance with the Applicable Securities Laws;

       
  (eee)

at the time the U.S. Debenture Shares Supplement is filed with the SEC:

       
  (i)

the Canadian Debenture Shares Prospectus will comply in all material respects with Applicable Securities Laws as interpreted and applied by the Reviewing Authority;

       
  (ii)

the U.S. Debenture Shares Prospectus will conform to the Canadian Debenture Shares Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the Reviewing Authority;

       
  (iii)

the Debenture Shares Registration Statement, and any amendments and supplements thereto will comply in all material aspects with the requirements of the U.S. Securities Act;

       
  (iv)

none of the Debenture Shares Registration Statement, or any amendment or supplement thereto will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and

       
  (v)

each of the U.S. Debenture Shares Prospectus, the Canadian Debenture Shares Prospectus, and any Supplementary Material or any amendment or supplement thereto will constitute full, true and plain disclosure of all material facts relating to the Corporation and the Debenture Shares, and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

       
  (fff)

there are no reports or information that in accordance with the requirements of the Applicable Securities Laws must be made publicly available in connection with the Offering that have not been or will not be made publicly available as required, and there are no documents required to be filed with the Commissions in connection with a


- 22 -

Prospectus that have not been filed (or that will not be filed prior to the Closing Date in accordance with Applicable Securities Laws) as required pursuant to Applicable Securities Laws and delivered to the Underwriters;

  (ggg)

the Corporation has not withheld from the Underwriters any facts relating to the Corporation or to the Offering that would be material to a prospective purchaser of the Offered Securities;

     
  (hhh)

the French language version of the Prospectus is (including the documents incorporated by reference therein) in all material respects a complete and proper translation of the English language version thereof; and

     
  (iii)

to the knowledge of the Corporation, none of the Corporation, its officers or directors is aware of any circumstances presently existing under which liability is or could reasonably be expected to be incurred under Part XXIII – Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario).


4.2

The representations and warranties of the Corporation contained in this Agreement shall be true at the Time of Closing on the Closing Date and if the Over-Allotment Option is exercised, the Over- Allotment Closing Date, as though they were made at such Time of Closing and they shall survive the completion of the transactions contemplated under this Agreement and remain in full force and effect thereafter for the benefit of the Underwriters.

     
4.3

Each of the Underwriters represents and warrants to the Corporation, severally, and not jointly, and acknowledges that the Corporation is relying upon such representations and warranties in entering into this Agreement, that:

     
(a)

it is a valid and subsisting corporation under the laws of the jurisdiction in which it was incorporated, continued or amalgamated; and

     
(b)

it has good and sufficient right and authority to enter into this Agreement and complete its transactions contemplated under this Agreement on the terms and conditions set forth herein.

5.                      ADDITIONAL COVENANTS

5.1

The Corporation covenants and agrees with the Underwriters that it shall:

     
(a)

file with the Exchanges all required documents and pay all required filing fees, and do all things required by the rules and policies of the Exchanges, in order to obtain prior to the Closing Date the requisite acceptance or approval of the Exchanges for the Offering;

     
(b)

prior to the Time of Closing on the Closing Date, fulfil to the satisfaction of the Underwriters all legal requirements (including, without limitation, compliance with Applicable Securities Laws and applicable U.S. securities laws) to be fulfilled by the Corporation to permit the completion of the distribution of the Offered Securities as contemplated in this Agreement and the Final Prospectus and to enable the Convertible Debentures and the Additional Convertible Debentures to be distributed free of trade restrictions in the Qualifying Jurisdictions;


- 23 -

  (c)

until the Time of Closing on the Over-Allotment Closing Date, notify the Underwriters promptly, and confirm the notice in writing:

       
  (i)

when any supplement to the Prospectus or any amended Prospectus or Supplementary Material shall have been filed;

       
  (ii)

of the receipt of any comments from the Commissions;

       
  (iii)

of any request by any of the Commissions to amend any Prospectus or of any request by the SEC to amend the Debenture Shares Registration Statement or of the issuance by the SEC or any stop order suspending the effectiveness of the Debenture Shares Registration Statement;

       
  (iv)

of the issuance by any of the Commissions or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Offered Securities or the trading in the Common Shares or other securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose;

       
 

and the Corporation will use every commercially reasonable effort to prevent the issuance of any order preventing or suspending the use of any prospectus or any order ceasing or suspending the distribution of the Offered Securities or the trading in the Common Shares or other securities of the Corporation and, if any such order is issued, to obtain the revocation thereof at the earliest possible time;

       
  (d)

furnish to the Underwriters, without charge:

       
  (i)

a signed copy of each Prospectus (in English and French languages) and the Debenture Shares Registration Statement (including all exhibits thereto, documents filed therewith (including photocopies of the Debenture Shares Form F-X) and amendments thereof) and an additional conformed copy of the Debenture Shares Registration Statement (without exhibits thereto); and

       
  (ii)

at any time ending at the end of the period described in Subsection 5.1(g) below, at the place or places which the Underwriters may reasonably request, the Underwriters’ reasonable requirements of the commercial copies of each Prospectus (in English and French languages as required) and such deliveries shall be made as soon as possible after the filing of such documents and, in any event, within one Business Day of such filing and the delivery will constitute the Corporation’s consent to the Underwriters use of such documents in connection with the Offering;

       
  (e)

by the act of having delivered the Prospectus and any amendments thereto to the Underwriters, have represented and warranted to the Underwriters that all material information and statements (except information and statements relating solely to the Underwriters) contained in such documents, at the respective dates of initial delivery thereof, comply with the Applicable Securities Laws of the Qualifying Jurisdictions and are true and correct in all material respects, and that such documents, at such dates, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation as required by the Applicable Securities Laws of the Qualifying Jurisdictions;


- 24 -

  (f)

during the period prior to the completion of the distribution of the Offered Securities, promptly notify the Underwriters in writing of any material change (actual or proposed) in the business, affairs, operations, assets or liabilities (contingent or otherwise) or capital of the Corporation, taken as a whole, or of any change which is of such a nature as to result in a misrepresentation in either of the Prospectus or any amendment thereto; notwithstanding Subsection 5.1(g) below, the Corporation shall not file any amendment to the Prospectus or any other material supplementary to the Prospectus (all such amendments and material being Supplementary Material), of which the Underwriters shall not have previously been advised and furnished a copy along with any supplementary material or to which the Underwriters shall have objected, acting reasonably, promptly after reasonable notice thereof; provided, however, that this provision shall not prohibit the Corporation from complying with its timely disclosure and other obligations under applicable securities legislation and the requirements of any relevant stock exchange arising out of any material change or change in material information, and, in addition to the foregoing, the Corporation shall, in good faith, discuss with the Underwriters any change in circumstances (actual or proposed) which is of such a nature that there is or ought to be consideration given by the Corporation as to whether notice in writing of such change need be given to the Underwriters pursuant to this Subsection;

     
  (g)

if, at any time prior to the completion of the distribution of the Offered Securities, any event shall occur or condition exist as a result of which it is necessary to supplement or amend the Prospectus or the Debenture Shares Registration Statement in order that the Prospectus or the Debenture Shares Registration Statement will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or if, in the opinion of the Corporation, it is necessary to amend the Prospectus or the Debenture Shares Registration Statement to comply with the Applicable Securities Laws or the applicable rules and regulations thereunder, and subject to Subsection 5.1(f) above, forthwith prepare, file with any Commission within any applicable time limitation and furnish to the Underwriters and to the dealers (whose names and addresses the Underwriters will furnish to the Corporation) to which Offered Securities may have been sold by the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus (in the English and French languages) (to be effected, if necessary, so that the statements in the Prospectus as so amended or supplemented will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law and comply with any other requirements under the Applicable Securities Laws and the rules of the Exchanges and the expense of complying with this Subsection shall be borne by the Corporation; and concurrently with the delivery of an amendment or supplement to the Preliminary Prospectus and the Final Prospectus to the Underwriters, the Corporation shall deliver to the Underwriters duly executed copies of any Supplementary Material required to be filed by the Corporation in accordance with this subsection and a French Language Prospectus Opinion, and, if any financial or accounting information is contained in any of the Supplementary Material, an additional Comfort Letter to that required by Subsection 5.1(l) below and a French Language Auditors’ Opinion;

     
  (h)

not to issue any press release or other public announcement between the date hereof and the Over-Allotment Closing Date without first consulting with the Underwriters;


- 25 -

  (i)

prior to the completion of the Offering, allow the Underwriters to review the Prospectus and conduct all due diligence which the Underwriters may reasonably require in order to fulfil their statutory obligations as Underwriters and in order to enable them to execute, acting prudently and responsibly, the certificates required to be executed by the Underwriters in such documents, including, without limitation, all corporate and operating records, financial information (including budgets), copies of the financial statements to be incorporated by reference in the Prospectus and access to key officers of the Corporation;

       
  (j)

maintain its status as a “reporting issuer” or the equivalent not in default in each province and territory of Canada for a period of five years from the Closing Date;

       
  (k)

maintain its listing of its Common Shares on the Exchanges for a period of five years from the Closing Date;

       
  (l)

deliver to the Underwriters and their legal counsel, as applicable:

       
  (i)

at the time of execution of the Final Prospectus by the Underwriters, a long form comfort letter (the “Comfort Letter”) of the Corporation’s auditors and to the extent required, the Corporation’s former auditors, addressed to the Underwriters and to the directors of the Corporation and dated as of the date of the Final Prospectus, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, relating to the verification of the financial information and accounting data contained in the Preliminary Prospectus and the Final Prospectus, and to such other matters as the Underwriters may reasonably require;

       
  (ii)

at the time of execution of the Final Prospectus, a favourable legal opinion (the “French Language Prospectus Opinion”) of the Corporation’s counsel, or such counsel’s Québec agent, addressed to the Underwriters and their legal counsel and dated as of the date of the Final Prospectus, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably to the effect that the French language versions of each of the Prospectus, together with each document incorporated for reference therein (other than financial statements and other financial data contained therein covered by the French Language Auditors’ Opinion), is in all material respects a complete and proper translation of the English version thereof;

       
  (iii)

at the time of execution of the Final Prospectus, a favourable opinion (the “French Language Auditors’ Opinion”) of the Corporation’s auditors and to the extent required, the Corporation’s former auditors, addressed to the Underwriters and their legal counsel and dated as of the date of the Final Prospectus, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, to the effect that the financial statements and other financial data contained or incorporated by reference in the French language versions of the Prospectus, is in all material respects a complete and proper translation of the English version thereof;

       
  (iv)

at the Time of Closing on the Closing Date, a long form comfort letter (“Bring Down Comfort Letter”) of the Corporation’s auditors and to the extent required the Corporation’s former auditors, addressed to the Underwriters and dated as of


- 26 -

the Closing Date in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, bringing forward to the Closing Date the information contained in the Comfort Letter, and addressing such other matters as the Underwriters may reasonably require;

  (v)

at the Time of Closing on the Closing Date, favourable legal opinions (the “Legal Opinions”) of the Corporation’s various legal counsel (excluding U.S. legal counsel), addressed to the Underwriters and their legal counsel and dated as of the Closing Date, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, relating to the Final Prospectus including the disclosure therein under the heading “Certain Canadian Federal Income Tax Considerations” and “Eligibility for Investment”, the issuance, trade and distribution of the Convertible Debentures, Additional Convertible Debentures and Debenture Shares, as applicable, without restriction, in the Qualifying Jurisdictions, corporate status, corporate authority and capacity, qualification to carry on business, enforceability, legal compliance, issued capital, listing, tax matters, litigation matters, compliance with Quebec language laws, compliance with JSE requirements, and to such other matters as the Underwriters may require, acting reasonably.

     
  (vi)

at the Time of Closing on the Closing Date, a favourable legal opinion of the Corporation’s U.S. legal counsel (the “U.S. Legal Opinion”), addressed to the Underwriters and their legal counsel and dated as of the Closing Date, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, relating to the matters set forth in Schedule F.

     
  (vii)

at the Time of Closing on the Closing Date, a favourable legal opinion of the Corporation’s U.S. tax counsel (the “U.S. Tax Opinion”), addressed to the Underwriters and their legal counsel and dated as of the Closing Date, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, relating to the disclosure in the Prospectus under the heading “Material U.S. Federal Income Tax Considerations”;

     
  (viii)

at the Time of Closing on the Closing Date the Underwriters shall have received favourable legal opinions (the “Corporate Opinions”) from foreign counsel, dated the Closing Date and addressed to the Underwriters and their legal counsel, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, with respect to the Material Subsidiaries relating to (i) the due incorporation and good standing under the laws of the applicable jurisdiction and qualification to carry on business in such jurisdictions where the Material Subsidiaries carry on business; (ii) the issued and outstanding share capital; (iii) the ownership of the issued and outstanding shares; (iv) corporate authority, capacity and enforceability of the guarantee; and (v) such other matters as the Underwriters may require, acting reasonably;

     
  (ix)

at the Time of Closing on the Closing Date, favourable legal opinions of the Corporation’s U.S. and South African legal counsel, addressed to the Underwriters and their legal counsel and dated prior to or on the Closing Date, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, relating to title of the Hollister Project and the Burnstone Project, respectively, as well as the Corporation’s ability to conduct the activities it is


- 27 -

presently and anticipated to be conducting in respect thereof and its compliance with standards required to be met (now or in the future) in respect of black economic empowerment legislation and policies in order to convert prospecting and mining rights and otherwise benefit from such rights in the future (the “Title Opinions”);

  (x)

at the Time of Closing on the Closing Date, a certificate (the “Officers’ Certificate”) of the Corporation by its Chief Executive Officer and Chief Financial Officer, addressed to the Underwriters and their legal counsel and dated as of the Closing Date, in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, relating to the content of the Final Prospectus, the representations, warranties and covenants in this Agreement, ownership of the Corporation’s material mineral properties and surface rights overlying such properties, and to the issuance, trade and distribution of the Convertible Debentures, Additional Convertible Debentures and Debenture Shares and to such other matters as the Underwriters may require, acting reasonably, including, without limitation, with respect to the resolutions of the board of the Corporation relating to the Offering and the incumbency and specimen signatures of signing officers; and

     
  (xi)

at the Time of Closing on the Closing Date, such other materials (the “Closing Materials”) as the Underwriters and their legal counsel may require, acting reasonably, and as are customary in a transaction of this nature, and the Closing Materials will be addressed to the Underwriters and to such parties as may be reasonably directed by the Underwriters and will be dated as of the Closing Date or such other date as the Underwriters may reasonably require;


  (m)

from and including the date of this Agreement through to and including the Time of Closing on the Over-Allotment Closing Date, do all such acts and things necessary to ensure that all of the representations and warranties of the Corporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement remain true and correct and not do any such act or thing that would render any representation or warranty of the Corporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement materially untrue or incorrect;

     
  (n)

during the period commencing on the date hereof and ending on the date which is 90 days following the Closing Date, not, issue, offer, pledge, sell, grant any option or contract to purchase, any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer, lend or dispose of directly or indirectly, make any short sale or otherwise dispose of or monetize any Common Shares of the Corporation, or any securities convertible into, exerciseable or exchangeable for Common Shares of the Corporation, or any securities that represent the right to receive, Common Shares of the Corporation, now owned directly or indirectly or enter into any swap, forward or other arrangement that transfers, in whole or in part, any of the economic consequences associated with the ownership of the Common Shares whether any such transaction in this paragraph is to be settled by delivery of Common Shares or such other securities, in cash or otherwise (other than Common Shares to be issued upon conversion of the Convertible Debentures or pursuant to the Trust Indenture, and issuances of Common Shares in connection with the exercise of outstanding options or warrants under an existing stock option plan or employee share purchase plan), or agree to do any of the


- 28 -

foregoing or publicly announce any intention to do so without the prior consent of the Lead Underwriter, such consent not to be unreasonably withheld, other than pursuant to:

  (i)

the exercise of the Over-Allotment Option;

     
  (ii)

1,684,312 warrants each entitling the holder to acquire one Common Share at a price of ZAR 20.78 per Common Share until September 30, 2010;

     
  (iii)

26,994,240 warrants each entitling the holder to acquire one Common Share at a price of $1.25 per Common Share until December 12, 2011;

     
  (iv)

57,500,000 warrants each entitling the holder to acquire one Common Share at a price of $1.60 per Common Share until October 15, 2010;

     
  (v)

the arrangement agreement dated February 4, 2008, as amended March 28, 2008 between the Corporation and Rusaf Gold Limited (“Rusaf”) and 0814425 B.C. Ltd. (later renamed GBG Rusaf Gold Ltd.) whereby the Corporation is obligated to issue up to an additional 50.9 million Common Shares to former Rusaf shareholders upon certain gold discoveries of a minimum size and grade on the Rusaf properties; and

     
  (vi)

the rights and obligations under outstanding securities, including but not limited to, the exercise of outstanding stock options or other similar issuances including the right to grant options pursuant to any stock option plan entitling the holder to purchase Common Shares;


  (o)

prior to the filing of the Final Prospectus, provide evidence satisfactory to the Underwriters of the conditional approval of the TSX of the listing and posting for trading on the TSX of the Convertible Debentures, Additional Convertible Debentures and Debenture Shares and conditional acceptance of the issuance of the Adjustment Shares by the TSX satisfactory to the Lead Underwriter and conditional approval of AMEX of the listing and posting for trading on AMEX of the Debenture Shares and conditional acceptance of the issuance of the Adjustment Shares by AMEX satisfactory to the Lead Underwriter, and prior to Time of Closing on the Closing Date provide evidence satisfactory to the Underwriters of either the conditional approval of the JSE of the listing and posting for trading on the JSE of the Debenture Shares and the Adjustment Shares or that the JSE has no objection to the issuance of the Offered Securities and the Debenture Shares and Adjustment Shares, in each case subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the Exchange in similar circumstances (the “Standard Listing Conditions”);

     
  (p)

not use any written or oral opinions, advice, analysis and materials provided by the Underwriters to the Corporation in connection with the Offering for any purpose whatsoever other than personal use, and shall not reproduce, disseminate, quote from or refer to such opinion, advice, analysis or material in whole or in part at any time, in any manner or for any purpose, without the Lead Underwriter’s prior written consent in each specific instance, and the Corporation shall and shall cause its affiliates, officers, directors, shareholders, agents and advisors (including those shareholders who have an advisory relationship with the Corporation and the directors, officers, and employees of such shareholders) to, keep confidential the opinions, advice, analysis and materials


- 29 -

 

furnished to the Corporation by the Underwriters and their counsel in connection with the Offering; and

     
  (q)

use the net proceeds of the Offering in the manner set out in the Final Prospectus.


5.2

Each of the Underwriters covenants and agrees with the Corporation that it shall:

     
(a)

fulfil all material legal requirements (including, without limitation, compliance with Applicable Securities Laws) to be fulfilled by an underwriter in connection with the Offering in the Qualifying Jurisdictions and in the United States;

     
(b)

upon being satisfied, acting reasonably, that the Prospectus and any amendments thereto is in a form satisfactory for filing with the Commissions, execute each Prospectus and any amendments thereto, as the case may be, presented to the Underwriters for execution, and the Underwriters will use their commercially reasonable efforts to assist the Corporation in obtaining the requisite approvals of the Regulatory Authorities in connection with the preparation and filing of such documents; and

     
(c)

execute all such other documents and materials as may reasonably be required and as are customary in a transaction of this nature.

6.                      DUE DILIGENCE

6.1

Prior to the filing of the Preliminary Prospectus, Final Prospectus, the Preliminary Debenture Shares Prospectus, the Final Debenture Shares Prospectus, the U.S. Debenture Shares Base Prospectus or the U.S. Debenture Shares Prospectus and thereafter, during the period of distribution of the Convertible Debentures and Additional Convertible Debentures, and prior to the filing of any Supplementary Material, the Corporation shall have allowed the Underwriters to review and comment on such documents and shall have allowed the Underwriters to conduct all due diligence investigations which they may reasonably require in order to fulfill their obligations as underwriters under applicable law or as otherwise may be required in order to enable them to execute the certificate required to be executed by them at the end of the Preliminary Prospectus, the Final Prospectus, or any Supplementary Material.

7.                      UNDERWRITERS’ FEES AND EXPENSES

7.1

In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement and under the Bid Letter, the Corporation agrees to pay to the Underwriters, at the time and in the manner specified in this Agreement, the Underwriters’ Fee.

     
7.2

The Corporation will pay the expenses reasonably incurred by the Underwriters in connection with the transactions contemplated herein (the “Underwriters’ Expenses”). For greater clarity, the Corporation will pay all costs and expenses related to the Offering, including, without limitation, the fees and disbursements of all legal counsel and technical consultants for the Underwriters and all costs and expenses of, incidental to or in connection with:

     
(a)

the creation, issuance, sale and distribution of the Offered Securities;

     
(b)

the qualification of the Offered Securities for distribution in the Qualifying Jurisdictions;

     
(c)

all filing fees payable under Applicable Securities Laws;


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  (d)

listing fees for the Convertible Debentures, Additional Convertible Debentures and Debenture Shares and the Additional Shares on the Exchanges;

     
  (e)

the fees and disbursements of the Corporation’s auditors and legal counsel;

     
  (f)

the preparation, translation, printing or other production of the Prospectus and the U.S. Preliminary Offering Memorandum and U.S. Final Offering Memorandum;

     
  (g)

the preparation of audio-visual material, marketing documents and other marketing devices;

     
  (h)

the preparation and printing of certificates, if any, representing the Convertible Debentures, Additional Convertible Debentures and Debenture Shares; and

     
  (i)

the reasonable fees and expenses of the Trustee and the Corporation’s transfer agent and registrar, as well as out-of-pocket costs.


Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay the Underwriters’ Expenses. The Underwriters’ Expenses will be payable by the Corporation at the Time of Closing on the Closing Date (and, if applicable, on the Over- Allotment Closing Date) or upon receipt by the Corporation of a detailed invoice from the Underwriters. Notwithstanding the foregoing, in the event the Offering is terminated in accordance with Section 12 hereof the Underwriters will only be reimbursed for their actual accountable out-of-pocket expenses.

   
7.3

The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters as advised by the Lead Underwriter and, except to the extent that an Underwriter notifies the Corporation and the Lead Underwriter in writing to the contrary, the Underwriters agree that the Lead Underwriter has the authority to bind the Underwriters with respect to all matters covered by this Agreement insofar as such matters relate to the Underwriters.

8.                      UNDERWRITING PERCENTAGES

8.1

The obligations of the Underwriters hereunder, including the obligation to purchase Convertible Debentures and if the Over-Allotment Option is exercised, any obligation to purchase Additional Convertible Debentures at the Time of Closing shall be several, and not joint, and shall be limited to the percentages of the aggregate percentage of the Convertible Debentures and Additional Convertible Debentures set out opposite the name of the Underwriters below:


RBC Dominion Securities Inc. 50%
   
BMO Xxxxxxx Xxxxx Inc. 30%
   
Xxxxxxx Xxxxx Ltd. 10%
   
Xxxxxx Xxxxxx Partners Canada Inc. 10%

8.2

In the event that any Underwriter shall fail to purchase its applicable percentage of the Convertible Debentures or Additional Convertible Debentures, if applicable, at the Time of Closing on the Closing Date, the others shall have the right, but shall not be obligated, to


- 31 -

purchase all of the percentage of the Convertible Debentures and Additional Convertible Debentures, if applicable, which would otherwise have been purchased by that one of the Underwriters which is in default; the Underwriters exercising such right shall purchase such Convertible Debentures and Additional Convertible Debentures, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the others which are not in default shall be relieved of all obligations to the Corporation arising from such default. Nothing in this section shall oblige the Corporation to sell to the Underwriters less than all of the Convertible Debentures (or in the event of the exercise of the Over-Allotment Option in whole or in part, the number of Additional Convertible Debentures set out in the notice delivered in accordance with Section 3.1) or relieve from liability to the Corporation any Underwriter which shall be so in default.

9.                      CONDITIONS PRECEDENT

9.1

The following are conditions to the obligations of the Underwriters to complete the transactions contemplated in this Agreement at the Time of Closing on the Closing Date, which conditions may be waived in writing in whole or in part by Lead Underwriter on behalf of the Underwriters in its sole discretion:


  (a)

the execution of the Trust Indenture by the Corporation and the Trustee, which Trust Indenture shall be in a form and have such terms and conditions satisfactory to the Underwriters, acting reasonably;

     
  (b)

all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation approving the transactions contemplated hereunder, will have been taken so as to approve the Prospectus, to obtain the requisite approval of the Exchanges to the Offering and to validly offer, sell and distribute the Convertible Debentures, the Over-Allotment Option and the Additional Convertible Debentures and to the issuance and listing of the Debenture Shares and the Additional Shares;

     
  (c)

the Corporation will have reserved and set aside Common Shares to be issued on the conversion of the Convertible Debentures and the Additional Convertible Debentures and in respect of the Additional Shares;

     
  (d)

the Corporation will have filed the Preliminary Prospectus in the province of British Columbia, as principal regulator, on or before 12:00 noon (Vancouver time) on November 4, 2009 and in all other provinces of Canada under the Passport System and in compliance with all applicable securities laws in such provinces and obtain a Passport Decision Document dated on or before November 4, 2009 for the Preliminary Prospectus which receipt shall evidence the receipt for each provincial securities regulator, including the Ontario Securities Commission;

     
  (e)

the Corporation will have filed the Final Prospectus in the province of British Columbia, as principal regulator, on or before 12:00 noon (Vancouver time) on November 11, 2009, in all other provinces of Canada under the passport system and in compliance with all applicable securities laws in such provinces and obtain a Passport Decision Document dated on or before November 11, 2009 for the Final Prospectus, which receipt shall evidence the receipt for each provincial securities regulator, including the Ontario Securities Commission.


- 32 -

  (f)

the Corporation will have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Regulatory Authorities for the Offering and the Prospectus, including without limitation the Passport Decision Document in respect of the Prospectus, to permit the Corporation to complete its obligations hereunder on or before 5:00 a.m. (Vancouver time) on November 17, 2009, or such other time and date as mutually agreed to by the Corporation and the Lead Underwriter, on behalf of the Underwriters;

     
  (g)

the Debenture Shares Registration Statement shall have become effective and no stop order suspending the effectiveness of the Debenture Shares Registration Statement or preventing the use of the U.S. Debenture Shares Supplement shall have been issued under the U.S. Securities Act and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Underwriters or the knowledge of the Corporation, shall be contemplated by the SEC;

     
  (h)

no order having the effect of ceasing or suspending the distribution of the Offered Securities or the trading in the Common Shares or any other securities of the Corporation or ceasing or suspending trading by the directors, officers or promoters of the Corporation, or any one of them, shall have been issued by any securities commission, securities regulatory authority or stock exchange in Canada, the United States or South Africa and no proceedings for that purpose shall have been instituted or pending or, to the knowledge of the Corporation, shall be contemplated by any securities commission, securities regulatory authority or stock exchange in Canada, the United States or South Africa. Any request on the part of any Commission or the SEC for additional information from the Corporation shall have been complied with;

     
  (i)

the Corporation will have, within the required time set out hereunder, delivered or caused the delivery of the required Comfort Letter, French Language Prospectus Opinion, French Language Auditors’ Opinion, Bring Down Comfort Letter, Legal Opinions, U.S. Legal Opinion, Corporate Opinions, Title Opinions, Officers’ Certificate and Closing Materials as the Underwriters may require, acting reasonably, in form and substance satisfactory to the Underwriters and their counsel, acting reasonably;

     
  (j)

as of the Time of Closing on the Closing Date, there shall be no reports or information that in accordance with the requirements of Regulatory Authorities in Canada and the SEC in the United States must be made publicly available in connection with the sale of the Convertible Debentures and the Additional Convertible Debentures that have not been made publicly available as required; no contracts, documents or other materials required to be filed with Regulatory Authorities in connection with the Prospectus that have not been filed as required and delivered to the Underwriters; no contracts, documents or other materials required to be described or referred to in the Prospectus that are not described or referred to as required and delivered to the Underwriters;

     
  (k)

the Underwriters shall have received at the Time of Closing on the Closing Date a letter from the transfer agent of the Corporation dated the date of Closing and signed by an authorized officer of such transfer agent confirming the issued share capital of the Corporation;

     
  (l)

the Underwriters shall not have exercised any rights of termination set forth in this Agreement;


- 33 -

  (m)

the Underwriters shall have received at the Time of Closing on the Closing Date such further certificates, opinions of counsel and other documentation from the Corporation as the Underwriters or their counsel may reasonably require and as are customary in a transaction of this nature;

     
  (n)

there shall not have occurred between June 30, 2009 and the Time of Closing on the Closing Date, any adverse material change (actual, anticipated, contemplated or, to the knowledge of the Corporation, threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and each of the Subsidiaries on a consolidated basis;

     
  (o)

the due diligence conducted by the Underwriters shall not have revealed any adverse material change or material fact in respect of the Corporation not generally known to the public which should have been previously disclosed, and the Underwriters being satisfied, acting reasonably, with the results of their due diligence investigation of the Corporation prior to the Time of Closing on the Closing Date;

     
  (p)

the Corporation will have, as of the Time of Closing on the Closing Date, complied with all of its covenants and agreements contained in this Agreement, including without limitation all requirements for approval of the Offering and the listing and the posting for trading of the Convertible Debentures, Additional Convertible Debentures and Debenture Shares on the TSX, conditional acceptance of the issuance of the Adjustment Shares by the TSX satisfactory to the Lead Underwriter, the listing and posting of the Debenture Shares on AMEX , conditional acceptance of the issuance of the Adjustment Shares by AMEX satisfactory to the Lead Underwriter, and the Corporation will have obtained written confirmation satisfactory to the Lead Underwriter that listing may be applied for at the time of conversion of the Convertible Debentures and/or Additional Convertible Debentures and that the JSE has no objection to the issuance of the Offered Securities and the Debenture Shares and Adjustment Shares;

     
  (q)

the representations and warranties of the Corporation contained in this Agreement will be true and correct as of the Time of Closing on the Closing Date as if such representations and warranties had been made as of the Time of Closing on the Closing Date; and

     
  (r)

the Corporation’s directors and officers shall each have entered into Lock-Up Agreements.

10.                    CLOSING

10.1

The closing of the transactions contemplated under this Agreement (the “Closing”) shall be completed at the offices of Lang Xxxxxxxx LLP, 1500 Royal Centre, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0, legal counsel to the Corporation, at the Time of Closing on November 17, 2009 or such other date as may be agreed to by the Corporation and the Underwriters (the “Closing Date”).


10.2

On the Closing, the Corporation shall issue and deliver to the Underwriters, in the location that the Lead Underwriter advises the Corporation in writing not less than two business days before the Closing Date, the certificates (in physical or electronic form as the Lead Underwriter may advise in writing not less than two business days prior to the Closing Date) representing the Convertible Debentures and any Additional Convertible Debentures, in the names and denominations requested by the Lead Underwriter, acting reasonably.


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10.3

If the Corporation has satisfied all of its obligations under this Agreement, on the Closing the Underwriters shall pay to the Corporation the gross proceeds of the sale of the Convertible Debentures and any Additional Convertible Debentures (if applicable), less the Underwriters’ Fee and Underwriters’ Expenses.

11.                    INDEMNITY BY THE CORPORATION

11.1

The Corporation shall protect, hold harmless and indemnify each of the Underwriters, each person (a “Control Person”), if any, who controls any of the Underwriters within the meaning of applicable securities laws and their respective affiliates and their and each of their Control Persons and affiliates, respective directors, officers, employees, shareholders and agents (as applicable) (collectively, the “Indemnified Parties” and individually an “Indemnified Party”) from and against all losses, claims, damages, liabilities, costs and expenses, including, without limitation, all amounts paid to settle actions, satisfy judgments or awards or to enforce this indemnity and all reasonable legal fees and expenses on a solicitor and own client basis (collectively, a “Claim”) caused by or arising directly or indirectly by reason of the transactions contemplated in, or the services provided under, this Agreement including, without limitation:

     
(a)

any breach by the Corporation of, or default under, any covenant or agreement of the Corporation in this Agreement which has not been waived by the Underwriters under this Agreement or any inaccuracy of any representation or warranty of the Corporation under this Agreement or any other document to be delivered pursuant hereto or the failure of the Corporation to comply with any of its obligations hereunder or thereunder;

     
(b)

any information or statement (except any information or statement relating to the Underwriters, or any of them, provided by the Underwriters) contained in any of the Prospectus, Canadian Debenture Shares Prospectus or the Debenture Shares Registration Statement (including any documents incorporated by reference therein) or any Supplemental Material or additional or ancillary material, information, evidence, return, report, application statement or document (collectively the “Additional Materials”) being or being alleged to be a misrepresentation or untrue or any omission or alleged omission to state in those documents any material fact (except facts relating to the Underwriters, or any of them, provided by the Underwriters) required to be stated in those documents or necessary to make any of the statements therein not misleading in light of the circumstances in which they were made;

     
(c)

any order made or any inquiry, investigation or proceeding instituted, threatened or announced by any court, securities regulatory authority or stock exchange or by any other competent authority, based upon any untrue statement, omission or misrepresentation or alleged untrue statement, omission or misrepresentation (except a statement, omission or misrepresentation relating to the Underwriters, or any of them, provided by the Underwriters) contained in any of the Prospectus, Canadian Debenture Shares Prospectus or the Debenture Shares Registration Statement (or any document incorporated by reference therein) or any Supplemental Material or any Additional Materials which operates to prevent or restrict the trading in or the sale or distribution of the Convertible Debentures, Additional Convertible Debentures, Debenture Shares and Additional Shares;

     
(d)

the Corporation not complying with any requirement of any Applicable Securities Laws or U.S. securities laws relating to the Offering and any regulatory requirements


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(including any filing or notice in connection in any U.S. federal or state securities laws or rules of any stock exchange or quotation system);

  (e)

any order made by any regulatory authority that trading in or distribution of any of the Corporation’s securities is to cease or be suspended, including an order prohibiting the trade or distribution of any of the securities referred to herein;

     
  (f)

the failure or inability of the Corporation to allot, issue and deliver any or all of the certificates representing the Convertible Debentures and, if applicable, the Additional Convertible Debentures in a form and denomination satisfactory to the Underwriters at the time and place as the Underwriters may reasonably require for the completion of the transaction referred to herein; and

     
  (g)

a determination made by any competent authority setting aside the trade or distribution of any of the securities referred to herein, other than as a result of a breach by any of the Underwriters of its covenants herein;

and shall reimburse the Indemnified Parties for all reasonable costs, charges and expenses, as incurred, which any of them may pay or incur in connection with investigating or disputing any Claim or action related thereto including the fees and expenses of legal counsel on a solicitor and own client basis and including reimbursement paid to the Underwriters for the time spent by the Indemnified Parties in connection with any Claim payable at the normal per diem rates of such Indemnified Parties.

This indemnity shall be in addition to any liability which the Corporation may otherwise have.

11.2

If any Claim contemplated by this Section 11 is asserted against any of the Indemnified Parties, or if any potential Claim contemplated by this Section 11 comes to the knowledge of any of the Indemnified Parties, the Indemnified Party concerned shall notify in writing the Corporation as soon as reasonably practicable, of the nature of the Claim (provided that any failure to so notify in respect of any potential Claim shall not affect the liability of the Corporation under this Section 11, except to the extent that such delay prejudices the Corporation’s ability to contest such Claim). The Corporation shall, subject to the following, be entitled (but not required) to assume the defence on behalf of the Indemnified Party of any suit brought to enforce the Claim; provided that the defence shall be through legal counsel selected by the Corporation and acceptable to the Indemnified Party, acting reasonably, and no admission of liability shall be made by the Corporation without the prior written consent of the Indemnified Party. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in its defence but the fees and expenses of that counsel shall be at the expense of the Indemnified Parties unless:

     
(a)

the Corporation fails to assume the defence of the suit on behalf of the Indemnified Party within a reasonable time of receiving notice of the suit;

     
(b)

the employment of that counsel has been authorized in writing by the Corporation; or

     
(c)

the named parties to the suit (including any added or third parties) including the Corporation and the Indemnified Party have been advised in writing by outside counsel that representation of the Indemnified Party by counsel for the Corporation is inappropriate as a result of the potential or actual conflicting interests of those represented;


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(in each of the cases set out in Subsections 11.2(a), (b) or (c), the Corporation shall not have the right to assume the defence of the suit on behalf of the Indemnified Party, but the Corporation shall be liable to pay the reasonable fees and expenses of separate counsel for all Indemnified Parties and, in addition, of local counsel in each applicable jurisdiction on a solicitor and own client basis). Notwithstanding the foregoing, no settlement may be made by an Indemnified Party without the prior written consent of the Corporation, which consent shall not be unreasonably withheld.

   
11.3

The Corporation hereby acknowledges and agrees that, with respect to this Section 11, the Underwriters are contracting on their own behalf and as agents for their Control Persons, affiliates, directors, officers, employees, shareholders and agents and each of their Control Persons and affiliates’ respective directors, officers, employees, shareholders, and agents (collectively, the “Beneficiaries”). In this regard, each of the Underwriters shall act as trustee for the Beneficiaries of the covenants of the Corporation under this Section 11 with respect to the Beneficiaries and accept these trusts and will hold and enforce those covenants on behalf of the Beneficiaries.

   
11.4

In order to provide for just and equitable contribution in circumstances in which an indemnity provided in Section 11 would otherwise be available in accordance with its terms but is, for any reason not solely attributable to any one or more of the Indemnified Parties, held to be unavailable to or unenforceable by the Indemnified Parties or enforceable otherwise than in accordance with its terms, the Underwriters and the Corporation, as the case may be, shall contribute to the aggregate of all Claims (other than losses of profits in connection with the distribution of the Convertible Debentures and the Additional Convertible Debentures) of the nature contemplated in Section 11 and suffered or incurred by the Indemnified Parties in proportions reflective of the relative benefits received by the Corporation and any Indemnified Party, as well as their relative fault and any other relevant equitable considerations, as determined by a court of competent jurisdiction; provided that the Underwriters shall not in any event be liable to contribute, in the aggregate, any amount in excess of the Underwriters’ Fee or any portion actually received.

   
11.5

No party guilty of gross negligence, wilful misconduct, fraud or fraudulent misrepresentation shall be entitled to claim indemnification under this Section 11 or contribution under Section 11.4 from any person who is not guilty of such gross negligence, wilful misconduct, fraud or fraudulent misrepresentation.

   
11.6

The rights to contribution provided in this section shall be in addition to and not in derogation of any other right to contribution which the Indemnified Parties may have by statute or otherwise at law provided that Section 11.4 shall apply, mutatis mutandis, in respect of that other right.

   
11.7

The obligations under this Section 11 shall apply from the date of the Engagement Letter referenced in section xix of the Bid Letter between the Lead Underwriter and the Corporation, and shall apply whether or not the transactions contemplated by this Agreement are completed and shall survive the completion of the transactions contemplated under this Agreement and the termination of this Agreement.

12.                    TERMINATION OF AGREEMENT

12.1

Except as otherwise provided herein, all terms and conditions set out herein shall be construed as conditions and any breach or failure by the Corporation to comply with any such conditions in favour of the Underwriters shall entitle the Underwriters to terminate their obligation to purchase


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the Convertible Debentures and, if applicable, the Additional Convertible Debentures by written notice to that effect given to the Corporation prior to the Time of Closing on the Closing Date and if applicable, in respect of the Additional Convertible Debentures, the Over-Allotment Closing Date. The Corporation shall use its best efforts to cause all conditions in this Agreement to be satisfied. It is understood that the Underwriters may waive in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to their rights in respect of any subsequent breach or non-compliance, provided that to be binding on the Underwriters, any such waiver or extension must be in writing.

12.2

If, after the date of the Bid Letter and prior to the Time of Closing on the Closing Date, the state of financial markets in Canada, the United States or elsewhere where it is planned to market the Offered Securities is such that, in the reasonable opinion of the Underwriters (or any of them), such securities cannot be marketed profitably, any Underwriter shall be entitled, at its option, to terminate its obligations under this Agreement by notice to that effect given to the Corporation at or prior to the Time of Closing.

     
12.3

The obligations of the Underwriters to purchase Convertible Debentures and Additional Convertible Debentures under this Agreement may be terminated by the Lead Underwriter by written notice to that effect to the Corporation at any time prior to the Time of Closing on the Closing Date if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any law or regulation which in the opinion of the Underwriters seriously adversely affects, or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Corporation and its subsidiaries considered as one enterprise, including without limiting the generality of the foregoing, any military conflict, civil insurrection, or any terrorist action (whether or not in connection with such conflict or insurrection).

     
12.4

In addition to any other remedies which may be available to the Underwriters, this Agreement and any subscriptions for Convertible Debentures and Additional Convertible Debentures received by the Underwriters may be terminated by the Underwriters upon delivery of written notice from the Lead Underwriter to the Corporation at any time up to the Time of Closing on the Closing Date and if applicable, in respect of the Additional Convertible Debentures, the Over- Allotment Closing Date:

     
(a)

if there shall occur any material adverse change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation and its subsidiaries considered as one enterprise, and which in the Underwriters' opinion would reasonably be expected to have a material adverse effect on the market price or value of any of the Convertible Debentures, Additional Convertible Debentures or the Common Shares generally;

     
(b)

if the Underwriters or their representatives, through their due diligence investigations, discover any misrepresentation, or there is in the opinion of the Underwriters a material adverse change or a change in a material fact or a new material fact which could result or could reasonably be expected to result in the purchasers of a material number of Convertible Debentures or Additional Convertible Debentures exercising their right under any of the Applicable Securities Laws to withdraw from their purchase thereof or could reasonably be expected to have a significant adverse effect on the market price or value of the Common Shares;

     
(c)

if there should occur any suspension or limitation of trading in securities generally on an Exchange, or if a general moratorium on commercial banking activities in Toronto, New


- 38 -

 

York or Johannesburg should be declared by the relevant authorities, or if, in relation to the Corporation which in the reasonable opinion of the Underwriters (or any of them) operates to prevent or materially restrict trading of the Common Shares or the distribution of the Convertible Debentures and Additional Convertible Debentures; or

     
  (d)

if any inquiry, investigation or other proceeding (whether formal or informal) is commenced, threatened or announced or any order or ruling is issued by any Exchange or market, or by any other regulatory authority or a court in Canada or the United States or under or pursuant to any statute of Canada or any province or territory thereof (other than an inquiry, investigation or other proceeding based solely upon the activities or alleged activities of any Underwriter, agent or selling firm), or if any law or regulation under or pursuant to any statute of Canada or of any province or territory thereof or of the United States is promulgated or changed or there is any change of law or the interpretation or administration thereof by a securities regulator or other public authority, which in the reasonable opinion of the Underwriters, operates to prevent or materially restrict the trading of the Common Shares or the distribution of the Convertible Debentures, Additional Convertible Debentures or Debenture Shares.


12.5

The Underwriters shall use commercially reasonable efforts to give notice to the Corporation (in writing or by other means) of the occurrence of any of the events referred to in Section 12 provided that neither the giving nor the failure to give such notice shall in any way affect the entitlement of the Underwriters to exercise this right at any time prior to or at the Time of Closing on the Closing Date and if applicable, in respect of the Additional Convertible Debentures, the Over-Allotment Closing Date.

   
12.6

The rights of termination contained in this Section 12 as may be exercised by the Underwriters are in addition to any other rights or remedies the Underwriters may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement.

   
12.7

If the obligations of the Underwriters are terminated under this Agreement pursuant to these termination rights, the Corporation’s liabilities to the Underwriters shall be limited to the Corporation's obligations under Sections 5.1(i), 5.1(p), 6, 7.2, 11 and 12.

13.                    GENERAL

13.1

Any notice to be given hereunder shall be in writing and may be given by telecopier or by hand delivery and shall, in the case of notice to the Corporation, be addressed and telecopied or delivered to:

Great Basin Gold Ltd.
Suite 1108 – 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Attention:                Ferdi Dippenaar
Fax No.:                    1 604 684 8092

with a copy to (for informational purposes only and not constituting notice):

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Lang Xxxxxxxx LLP
1500 Royal Centre,
0000 Xxxx Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Attention:                Xxxxxxx X. Xxxxxxxxx
Fax No.:                    1 604 685 7084

and in the case of the Underwriters, be addressed and telecopied or delivered to:

RBC Dominion Securities Inc.
X.X. Xxx 00, Xxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention:                Xxxxx Xxxxxxxx
Fax No.:                    011 44 207 029 7924

BMO Xxxxxxx Xxxxx Inc.
0 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention:               Xxxxxxx Xxxxx
Fax No.:                    011 44 207 248 5691

Xxxxxxx Xxxxx Ltd.
2200 – 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Attention:                Xxxx Xxxxxx
Fax No.:                    1 604 659 8398

Xxxxxx Xxxxxx Partners Canada Inc.
00 Xxxxxxxxxx Xxxxxx Xxxx
P.O. Box 37, 21st Floor
Toronto, Ontario M5K 1B7
Attention:                Xxx Xxxxxxx
Fax No.:                    1 000 000 0000

with a copy to (for informational purposes only and not constituting notice):

Fasken Xxxxxxxxx XxXxxxxx LLP
2900 – 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Attention:                Xxxx Xxxxxxxx
Fax No.:                    1 604 631 3232

and to (for informational purposes only and not constituting notice):

Xxxxxxx Procter LLP
The New York Times Building
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention:                Xxxxxx Xxxxx
Fax No.:                    1 212 355 3333

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and if so given, shall be deemed to have been given and received upon receipt by the addressee if delivered, or one hour after being telecopied and receipt confirmed during normal business hours, as the case may be. The Corporation and the Underwriters may change their respective addresses for notice by notice given in the manner referred to above.

13.2

Time and each of the terms and conditions of this Agreement shall be of the essence of this Agreement and any waiver by the parties of this Section 13.2 or any failure by them to exercise any of their rights under this Agreement shall be limited to the particular instance and shall not extend to any other instance or matter in this Agreement or otherwise affect any of their rights or remedies under this Agreement.

   
13.3

This Agreement constitutes the entire agreement between the parties hereto in respect of the matters referred to herein and there are no representations, warranties, covenants or agreements, expressed or implied, collateral hereto other than as expressly set forth or referred to herein and this Agreement supersedes any previous agreements, arrangements or understandings among the parties, including the Bid Letter provided that paragraph xi and xix of the Bid Letter shall survive the termination of the Bid Letter.

   
13.4

The headings in this Agreement are for reference only and do not constitute terms of the Agreement.

   
13.5

This Agreement, including the representations, warranties and covenants contained herein, shall survive the completion of the Offering hereunder and shall continue in full force and effect and be binding upon the Corporation notwithstanding the completion of the Offering.

   
13.6

No alteration, amendment, modification or interpretation of this Agreement or any provision of this Agreement shall be valid and binding upon the parties hereto unless such alteration, amendment, modification or interpretation is in written form executed by the parties directly affected by such alteration, amendment, modification or interpretation.

   
13.7

The parties hereto shall execute and deliver all such further documents and instruments and do all such acts and things as any party may, either before or after the Closing Date and, if applicable, the Over-Allotment Closing Date, reasonably required in order to carry out the full intent and meaning of this Agreement.

   
13.8

This Agreement may not be assigned by any party hereto without the prior written consent of all of the parties hereto.

   
13.9

This Agreement shall be subject to, governed by, and construed in accordance with the laws of the Province of British Columbia and the Canadian federal laws applicable therein. Each of the Corporation and the Underwriters irrevocably submit to the non-exclusive jurisdiction of the courts of British Columbia with respect to any matter arising hereunder or relating hereto.

   
13.10

The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

   
13.11

This Agreement may be signed by the parties in as many counterparts as may be deemed necessary and may be delivered by facsimile, all of which so signed and delivered shall be deemed to be an original and together shall constitute one and the same instrument.

[the remainder of this page is intentionally blank]

- 41 -

- 42 -

If the foregoing is in accordance with your understanding and agreed to by you, please signify your acceptance on the accompanying counterparts of this letter and return same to the Underwriters whereupon this letter as so accepted shall constitute an agreement between the Corporation and the Underwriters enforceable in accordance with its terms.

Yours truly,

RBC DOMINION SECURITIES INC.  
   
Per: “Xxxxxxx Xxxxx”  
  Xxxxxxx Xxxxx  
     
     
BMO XXXXXXX XXXXX INC.  
   
Per: “Xxxxxxx Xxxxx”  
  Xxxxxxx Xxxxx  
     
     
XXXXXXX XXXXX LTD  
   
Per: “Xxxx Xxxxxx”  
  Xxxx Xxxxxx  
     
     
XXXXXX XXXXXX PARTNERS CANADA  
INC.    
     
Per: “Xxx Xxxxxxx”  
  Xxx Xxxxxxx  

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The foregoing is accepted and agreed to effective as of the date appearing on the first page of this Agreement.

GREAT BASIN GOLD LTD.

Per:                            “Ferdi Dippenaar”  
  Ferdi Dippenaar  
  President and CEO  

SCHEDULE “A”

OUTSTANDING CONVERTIBLE SECURITIES

GREAT BASIN GOLD LTD.

SHARE CAPITAL, OPTIONS, WARRANTS OUTSTANDING

as of October 31, 2009

Common Shares 333,754,158  

Other Equity Types                  
Stock Options   Expiry Date   Exercise Price   Number of Options   Number of Options  
        (Cdn)   Outstanding   Exercisable  
    April 18, 2010   $2.68   16,667   0  
    November 9, 2010   $3.12   130,000   86,666  
    December 31, 2010   $1.14   400,000   400,000  
    February 4, 2011   $3.00   326,668   206,667  
    February 18, 2011   $2.95   50,000   33,333  
    March 18, 2011   $3.57   90,000   60,000  
    April 30, 2011   $2.45   450,000   450,000  
    May 21, 2011   $3.47   150,000   100,000  
    August 18, 2011   $2.78   470,000   313,333  
    October 30, 2011   $1.50   1,011,800   248,467  
    December 11, 2011   $1.25   4,972,305   1,524,720  
    February 11, 2012   $1.75   4,133,420   1,391,685  
    April 18, 2012   $2.68   90,000   90,000  
    July 15, 2012   $1.49   900,000   0  
    October 9, 2012   $1.65   490,000   0  
    April 10, 2013   $3.60   110,000   73,333  
    December 11, 2013   $1.25   254,800   84,933  
    January 14, 2014   $1.35   825,000   274,998  
    February 11, 2014   $1.75   690,000   230,000  
    April 12, 2014   $1.49   2,380,000   793,333  
    July 15, 2014   $1.49   100,000   0  
Grand Total           18,040,660   6,378,135  
Average Option Price           $1.63   $1.77  


    Expiry date     Exercise Price              
          (Cdn unless              
          noted otherwise)     Number Granted        
Warrants (see Notes                        
below) outstanding as                        
of October 31, 2009                        
                                                                September 30, 2010       ZAR 20.78     1,684,312        
                                                                October 15, 2010       $1.60     57,500,000        
                                                                December 12, 2011       $1.25     26,994,240        
                86,178,552        

Other rights to acquire Common Shares of the Corporation:

1.

1,684,312 Common Shares reserved for issuance pursuant to the exercise of warrants, at an exercise price of ZAR 20.78, referred to above.

   
2.

26,994,240 warrants each entitling the holder to acquire one Common Share at a price of $1.25 per Common Share until December 12, 2011.

   
3.

57,500,000 warrants each entitling the holder to acquire one Common Share at a price of $1.60 per Common Share until October 15, 2010.

   
4.

50,900,000 Common Shares reserved for issuance pursuant to the arrangement agreement dated February 4, 2008, as amended March 28, 2008 between the Corporation, Rusaf Gold Limited and 0814425 B.C. Ltd.

   
5.

Common Shares issuable pursuant to the exercise of 18,040,660 outstanding stock options, referred to above.


SCHEDULE “B”

PROPERTIES SUBJECT TO THE BURNSTONE MINING RIGHT

The following areas are covered by the mining right to the Burnstone Project.

- 2 -


- 3 -

PROPERTIES HELD UNDER PROSPECTING RIGHTS BUT NOT SUBJECT TO THE
BURNSTONE MINING RIGHT

The following areas of the Burnstone Project are covered by prospecting rights but are not subject of the mining right.

- 4 -


- 5 -


- 6 -


- 7 -


- 8 -

HOLLISTER PROPERTIES

CLAIM
NAME 		BLM NO.s
CLAIM
NAME 		BLM NO.s
CLAIM NAME
BLM NO.s
ANT 25 NMC-405046 XXXXX 28 NMC-103793 XXX 7 NMC-428063
ANT 26 NMC-405047 XXXXX 29 NMC-103794 XXX 8 NMC-428064
WDF 1 NMC-395835 XXXXX 30 NMC-103795 XXX 9 NMC-428065
WDF 2 NMC-395836 LAY 11 NMC-402863 XXX 10 NMC-428066
WDF 37 NMC-395871 LAY 12 NMC-402864 XXX 11 NMC-428067
WDF 38 NMC-395872 LAY 13 NMC-402865 XXX 12 NMC-428068
MWB 1 NMC-515540 LAY 14 NMC-402866 XXX 13 NMC-428069
CLYN 96 NMC-679554 LAY 15 NMC-402867 XXX 14 NMC-428070
CLYN 97 NMC-679555 LAY 16 NMC-402868 XXX 15 NMC-428071
CLYN 98 NMC-679556 LAY 17 NMC-402869 XXX 16 NMC-428072
CLYN 99 NMC-679557 LAY 18 NMC-402870 HOL 10 NMC-500485
CLYN 100 NMC-679558 LAY 19 NMC-402871 HOL 11 NMC-500486
CLYN 101 NMC-679559 LAY 20 NMC-402872 HOL 12 NMC-500487
CLYN 142 NMC-679600 LAY 21 NMC-402873 HOL 13 NMC-500488
CLYN 143 NMC-679601 LAY 22 NMC-402874 HOL 14 NMC-500489
CLYN 145 NMC-679603 LAY 23 NMC-402875 HOL 15 NMC-500490
CLYN 146 NMC-679604 LAY 24 NMC-402876 HOL 16 NMC-500491
CLYN 147 NMC-679605 LAY 49 NMC-402901 HOL 17 NMC-500492
CLYN 148 NMC-679606 LAY 50 NMC-402902 HOL 18 NMC-500493
CLYN 149 NMC-679607 LAY 51 NMC-402903 HOL 29 NMC-500504
CLYN 150 NMC-679608 LAY 52 NMC-402904 HOL 30 NMC-500505
CLYN 151 NMC-679609 LAY 53 NMC-402905 CLYN 1 NMC-679459
CLYN 152 NMC-679610 LAY 54 NMC-402906 CLYN 2 NMC-679460
CLYN 153 NMC-679611 LAY 55 NMC-402907 CLYN 3 NMC-679461
CLYN 154 NMC-679612 LAY 56 NMC-402908 CLYN 4 NMC-679462
CLYN 155 NMC-679613 LAY 57 NMC-402909 CLYN 5 NMC-679463
CLYN 156 NMC-679614 LAY 58 NMC-402910 CLYN 6 NMC-679464
CLYN 157 NMC-679615 LAY 107 NMC-402959 CLYN 7 NMC-679465
CLYN 158 NMC-679616 LAY 109 NMC-402961 CLYN 8 NMC-679466
CLYN 159 NMC-679617 LAY 111 NMC-402963 CLYN 9 NMC-679467
CLYN 160 NMC-679618 LAY 113 NMC-402965 CLYN 10 NMC-679468
CLYN 196 NMC-679654 LAY 115 NMC-402967 CLYN 11 NMC-679469
CLYN 197 NMC-679655 ANT 8 NMC-405029 CLYN 12 NMC-679470
CLYN 198 NMC-679656 ANT 9 NMC-405030 CLYN 13 NMC-679471
CLYN 199 NMC-679657 ANT 10 NMC-405031 CLYN 14 NMC-679472
CLYN 200 NMC-679658 ANT 11 NMC-405032 CLYN 15 NMC-679473
CLYN 201 NMC-679659 ANT 12 NMC-405033 CLYN 16 NMC-679474
CLYN 202 NMC-679660 ANT 13 NMC-405034 CLYN 17 NMC-679475
CLYN 203 NMC-679661 ANT 14 NMC-405035 CLYN 18 NMC-679476
CLYN 204 NMC-679662 ANT 15 NMC-405036 CLYN 19 NMC-679477
CLYN 205 NMC-679663 ANT 16 NMC-405037 CLYN 20 NMC-679478
CLYN 206 NMC-679664 ANT 17 NMC-405038 CLYN 21 NMC-679479
CLYN 207 NMC-679665 ANT 18 NMC-405039 CLYN 22 NMC-679480
CLYN 208 NMC-679666 ANT 19 NMC-405040 CLYN 23 NMC-679481
CLYN 209 NMC-679667 ANT 20 NMC-405041 CLYN 24 NMC-679482
CLYN 210A NMC-842947 ANT 21 NMC-405042 CLYN 25 NMC-679483
CLYN 211 NMC-679669 ANT 22 NMC-405043 CLYN 26 NMC-679484
CLYN 212 NMC-679670 ANT 23 NMC-405044 CLYN 27 NMC-679485
CLYN 217 NMC-679675 ANT 24 NMC-405045 CLYN 28 NMC-679486
CLYN 218 NMC-679676 ANT 27 NMC-405048 CLYN 29 NMC-679487
CLYN 219 NMC-679677 ANT 28 NMC-405049 CLYN 30 NMC-679488

- 9 -

CLYN 220 NMC-679678 ANT 29 NMC-405050 CLYN 31 NMC-679489
CLYN 222 NMC-679680 ANT 30 NMC-405051 CLYN 32 NMC-679490
CLYN 224 NMC-679682 XXX 1 NMC-428057 CLYN 33 NMC-679491
CLYN 226 NMC-679684 XXX 2 NMC-428058 CLYN 34 NMC-679492
CLYN 228 NMC-679686 XXX 3 NMC-428059 CLYN 35 NMC-679493
CLYN 140 NMC-679598 XXX 4 NMC-428060 CLYN 36 NMC-679494
XXXXX 23 NMC-103790 XXX 5 NMC-428061 CLYN 37 NMC-679495
XXXXX 24 NMC-103791 XXX 6 NMC-428062 CLYN 38 NMC-679496
CLYN 39 NMC-679497 CLYN 109 NMC-679567 WDF 48 NMC-395882
CLYN 40 NMC-679498 CLYN 110 NMC-679568 WDF 49 NMC-395883
CLYN 41 NMC-679499 CLYN 111 NMC-679569 WDF 50 NMC-395884
CLYN 42 NMC-679500 CLYN 112 NMC-679570 WDF 67 NMC-395901
CLYN 43 NMC-679501 CLYN 113 NMC-679571 WDF 68 NMC-395902
CLYN 44 NMC-679502 CLYN 114 NMC-679572 WDF 69 NMC-395903
CLYN 45 NMC-679503 CLYN 115 NMC-679573 WDF 70 NMC-395904
CLYN 46 NMC-679504 CLYN 116 NMC-679574 WDF 71 NMC-395905
CLYN 47 NMC-679505 CLYN 117 NMC-679575 WDF 72 NMC-395906
CLYN 48 NMC-679506 CLYN 118 NMC-679576 WDF 73 NMC-395907
CLYN 49 NMC-679507 CLYN 119 NMC-679577 WDF 74 NMC-395908
CLYN 50 NMC-679508 CLYN 120 NMC-679578 WDF 75 NMC-395909
CLYN 51 NMC-679509 CLYN 130 NMC-679588 WDF 76 NMC-395910
CLYN 52 NMC-679510 CLYN 131 NMC-679589 WDF 77 NMC-395911
CLYN 53 NMC-679511 CLYN 132 NMC-679590 WDF 78 NMC-395912
CLYN 54 NMC-679512 CLYN 133 NMC-679591 WDF 79 NMC-395913
CLYN 55 NMC-679513 CLYN 134 NMC-679592 WDF 80 NMC-395914
CLYN 56 NMC-679514 CLYN 135 NMC-679593 WDF 81 NMC-395915
CLYN 62 NMC-679520 CLYN 136 NMC-679594 WDF 82 NMC-395916
CLYN 63 NMC-679521 CLYN 137 NMC-679595 WDF 83 NMC-395917
CLYN 64 NMC-679522 CLYN 138 NMC-679596 WDF 84 NMC-395918
CLYN 65 NMC-679523 CLYN 139 NMC-679597 WDF 85 NMC-395919
CLYN 66 NMC-679524 WDF 6 NMC-395840 WDF 86 NMC-395920
CLYN 67 NMC-679525 WDF 3 NMC-395837 WDF 105 NMC-395939
CLYN 68 NMC-679526 WDF 4 NMC-395838 WDF 106 NMC-395940
CLYN 69 NMC-679527 WDF 7 NMC-395841 WDF 107 NMC-395941
CLYN 70 NMC-679528 WDF 8 NMC-395842 WDF 108 NMC-395942
CLYN 71 NMC-679529 WDF 9 NMC-395843 WDF 109 NMC-395943
CLYN 72 NMC-679530 WDF 10 NMC-395844 WDF 110 NMC-395944
CLYN 73 NMC-679531 WDF 11 NMC-395845 WDF 111 NMC-395945
CLYN 74 NMC-679532 WDF 12 NMC-395846 WDF 112 NMC-395946
CLYN 75 NMC-679533 WDF 13 NMC-395847 WDF 113 NMC-395947
CLYN 76 NMC-679534 WDF 14 NMC-395848 WDF 114 NMC-395948
CLYN 77 NMC-679535 WDF 15 NMC-395849 WDF 115 NMC-395949
CLYN 78 NMC-679536 WDF 16 NMC-395850 WDF 116 NMC-395950
CLYN 79 NMC-679537 WDF 17 NMC-395851 WDF 117 NMC-395951
CLYN 80 NMC-679538 WDF 18 NMC-395852 WDF 118 NMC-395952
CLYN 81 NMC-679539 WDF 19 NMC-395853 WDF 119 NMC-395953
CLYN 82 NMC-679540 WDF 25 NMC-395859 WDF 120 NMC-395954
CLYN 83 NMC-679541 WDF 26 NMC-395860 WDF 121 NMC-395955
CLYN 84 NMC-679542 WDF 27 NMC-395861 WDF 157 NMC-395976
CLYN 85 NMC-679543 WDF 28 NMC-395862 WDF 158 NMC-395977
CLYN 86 NMC-679544 WDF 29 NMC-395863 WDF 159 NMC-395978
CLYN 87 NMC-679545 WDF 30 NMC-395864 WDF 160 NMC-395979
CLYN 88 NMC-679546 WDF 31 NMC-395865 WDF 161 NMC-395980
CLYN 89 NMC-679547 WDF 32 NMC-395866 WDF 162 NMC-395981
CLYN 90 NMC-679548 WDF 33 NMC-395867 WDF 163 NMC-395982
CLYN 91 NMC-679549 WDF 34 NMC-395868 WDF 164 NMC-395983

- 10 -

CLYN 92 NMC-679550 WDF 35 NMC-395869 WDF 165 NMC-395984
CLYN 93 NMC-679551 WDF 36 NMC-395870 WDF 216 NMC-396020
CLYN 94 NMC-679552 WDF 39 NMC-395873 WDF 5 NMC-395839
CLYN 95 NMC-679553 WDF 40 NMC-395874 MWB 2 NMC-515541
CLYN 102 NMC-679560 WDF 41 NMC-395875 CLYN 128 NMC-679586
CLYN 103 NMC-679561 WDF 42 NMC-395876 CLYN 129 NMC-679587
CLYN 104 NMC-679562 WDF 43 NMC-395877 CLYN 57 NMC-679515
CLYN 105 NMC-679563 WDF 44 NMC-395878 CLYN 58 NMC-679516
CLYN 106 NMC-679564 WDF 45 NMC-395879 CLYN 59 NMC-679517
CLYN 107 NMC-679565 WDF 46 NMC-395880 CLYN 60 NMC-679518
CLYN 108 NMC-679566 WDF 47 NMC-395881 CLYN 61 NMC-679519
CLYN 121 NMC-679579 CLYN 236 NMC-679694 GAPFILLER NMC-103767
CLYN 122 NMC-679580 CLYN 237 NMC-679695 GAPFILLER 1 NMC-103768
CLYN 123 NMC-679581 CLYN 238 NMC-679696 XXXXX 1 NMC-103769
CLYN 124 NMC-679582 CLYN 239 NMC-679697 XXXXX 2 NMC-103770
CLYN 125 NMC-679583 CLYN 240 NMC-679698 XXXXX 3 NMC-103771
CLYN 126 NMC-679584 CLYN 241 NMC-679699 XXXXX 4 NMC-103772
CLYN 127 NMC-679585 CLYN 242 NMC-679700 XXXXX 5 NMC-103773
CLYN 141 NMC-679599 CLYN 243 NMC-679701 XXXXX 6 NMC-103774
CLYN 144 NMC-679602 CLYN 244 NMC-679702 XXXXX 7 NMC-103775
CLYN 161 NMC-679619 CLYN 245 NMC-679703 XXXXX 8 NMC-103776
CLYN 162 NMC-679620 CLYN 246 NMC-679704 XXXXX 9 NMC-103777
CLYN 163 NMC-679621 CLYN 247 NMC-679705 XXXXX 10 NMC-103778
CLYN 164 NMC-679622 CLYN 248 NMC-679706 XXXXX 11 NMC-103779
CLYN 165 NMC-679623 CLYN 249 NMC-679707 XXXXX 12 NMC-103780
CLYN 166 NMC-679624 CLYN 250 NMC-679708 XXXXX 13 NMC-103781
CLYN 167 NMC-679625 CLYN 251 NMC-679709 XXXXX 14 NMC-103782
CLYN 168 NMC-679626 CLYN 252 NMC-679710 XXXXX 15 NMC-103783
CLYN 169 NMC-679627 CLYN 253 NMC-679711 XXXXX 16 NMC-103784
CLYN 170 NMC-679628 CLYN 254 NMC-679712 XXXXX 17 NMC-103785
CLYN 171 NMC-679629 CLYN 255 NMC-679713 XXXXX 18 NMC-103786
CLYN 172 NMC-679630 CLYN 256 NMC-679714 XXXXX 19 NMC-103787
CLYN 173 NMC-679631 CLYN 257 NMC-679715 XXXXX 20 NMC-103788
CLYN 174 NMC-679632 CLYN 258 NMC-679716 XXXXX 21 NMC-103789
CLYN 175 NMC-679633 CLYN 259 NMC-679717 XXXXX 25 NMC-103792
CLYN 176 NMC-679634 CLYN 260 NMC-679718 XXXXX 31 NMC-103796
CLYN 177 NMC-679635 CLYN 261 NMC-685077 PICKUP 1 NMC-617440
CLYN 178 NMC-679636 XXXXX 53A NMC-685130 XXXXXXX XXXX 0X XXX-000000
XXXX 179 NMC-679637 XXXXX 54A NMC-685131 XXXXXXX XXXX 0X XXX-000000
XXXX 180 NMC-679638 XXXXX 55A NMC-685132 XXXXXXX XXXX 0X XXX-000000
XXXX 181 NMC-679639 XXXXX 56A NMC-685133 XXXXXXX XXXX 0X XXX-000000
XXXX 182 NMC-679640 XXXXX 57A NMC-685134 XXXXXXX XXXX 0X XXX-000000
XXXX 183 NMC-679641 XXXXX 58A NMC-685135 XXXXXXX XXXX 0X XXX-000000
XXXX 184 NMC-679642 XXXXX 59A NMC-685136 XXXXXX 1A NMC-680346
CLYN 185 NMC-679643 XXXXX 60A NMC-685137 XXXXXX 3A NMC-680347
CLYN 186 NMC-679644 XXXXX 61A NMC-685138 XXXXXX 5A NMC-680348
CLYN 187 NMC-679645 XXXXX 62A NMC-685139 XXXXXX 6A NMC-680349
CLYN 188 NMC-679646 XXXXX 63A NMC-685140 XXXXXX 7A NMC-680350
CLYN 189 NMC-679647 XXXXX 64A NMC-685141 XXXXXX 8A NMC-680351
CLYN 190 NMC-679648 XXXXX 65A NMC-685142 XXXXXX 9A NMC-680352
CLYN 191 NMC-679649 XXXXX 66A NMC-685143 XXXXXX 10A NMC-680353
CLYN 192 NMC-679650 XXXXX 67A NMC-685144 XXXXXX 11A NMC-680354
CLYN 193 NMC-679651 OLD TIMERS 5 NMC-087306 XXXXXX 12A NMC-680355
CLYN 194 NMC-679652 OLD TIMERS 6 NMC-087307 XXXXXX 13A NMC-680356
CLYN 195 NMC-679653 OLD TIMERS 7 NMC-087308 XXXXXX 14A NMC-680357
CLYN 213 NMC-679671 OLD TIMERS 8 NMC-087309 XXXXXX 15A NMC-680358

- 11 -

CLYN 214 NMC-679672 OLD TIMERS 9 NMC-087310 XXXXXX 16A NMC-680359
CLYN 215 NMC-679673 JIGGS 1 NMC-087311 XXXXXX 17A NMC-680360
CLYN 216 NMC-679674 JIGGS 2 NMC-087312 XXXXXX 18A NMC-680361
CLYN 221 NMC-679679 JIGGS 3 NMC-087313 XXXXXX 19A NMC-680362
CLYN 223 NMC-679681 JIGGS 4 NMC-087314 XXXXXX 20A NMC-680363
CLYN 225 NMC-679683 JIGGS 5 NMC-087315 XXXXXX 21A NMC-680364
CLYN 227 NMC-679685 CAR 1 NMC-103752 XXXXXX 22A NMC-680365
CLYN 229 NMC-679687 CAR 2 NMC-103753 XXXXXX 23A NMC-680366
CLYN 230 NMC-679688 CAR 3 NMC-103754 XXXXXX 24A NMC-680367
CLYN 231A NMC-843122 CAR 4 NMC-103755 XXXXXX 25A NMC-680368
CLYN 232 NMC-679690 CAR 5 NMC-103756 XXXXXX 26A NMC-680369
XXXX 000X XXX-000000 XXXXX 6 NMC-103763 XXXXXX 27A NMC-680370
CLYN 234 NMC-679692 XXXXX 7 NMC-103764 XXXXXX 28A NMC-680371
CLYN 235 NMC-679693 PICKUP 2 NMC-103765 XXXXXX 29A NMC-680372
XXXXXX 30A NMC-680373 XXXXXX 91A NMC-680432 HO 39 NMC-788855
XXXXXX 31A NMC-680374 XXXXXX 92A NMC-680433 HO 40 NMC-788856
XXXXXX 32A NMC-680375 XXXXXX 93A NMC-680434 HO 41 NMC-788857
XXXXXX 33A NMC-680376 XXXXXX 94A NMC-680435 HO 42 NMC-788858
XXXXXX 34A NMC-680377 XXXXXX 95A NMC-680436 HO 43 NMC-788859
XXXXXX 37A NMC-680378 XXXXXX 96A NMC-680437 HO 44 NMC-788860
XXXXXX 38A NMC-680379 XXXXXX 97A NMC-680438 HO 45 NMC-788861
XXXXXX 39A NMC-680380 XXXXXX 98A NMC-680439 HO 46 NMC-788862
XXXXXX 40A NMC-680381 XXXXXX 99A NMC-680440 HO 47 NMC-788863
XXXXXX 41A NMC-680382 XXXXXX 100A NMC-680441 HO 48 NMC-788864
XXXXXX 42A NMC-680383 XXXXXX 101A NMC-680442 HO 49 NMC-788865
XXXXXX 43A NMC-680384 XXXXXX 102A NMC-680443 HO 50 NMC-788866
XXXXXX 44A NMC-680385 XXXXXX 103A NMC-680444 HO 51 NMC-788867
XXXXXX 45A NMC-680386 XXXXXX 104A NMC-680445 HO 52 NMC-788868
XXXXXX 46A NMC-680387 XXXXXX 105A NMC-680446 HO 53 NMC-788869
XXXXXX 47A NMC-680388 XXXXXX 106A NMC-680447 HO 54 NMC-788870
XXXXXX 48A NMC-680389 XXXXXX 107A NMC-680448 HO 55 NMC-788871
XXXXXX 49A NMC-680390 XXXXXX 108A NMC-680449 HO 56 NMC-788872
XXXXXX 50A NMC-680391 XXXXXX 109A NMC-680450 HO 57 NMC-788873
XXXXXX 51A NMC-680392 XXXXXX 110A NMC-680451 HO 58 NMC-788874
XXXXXX 52A NMC-680393 XXXXXX 111A NMC-680452 HO 59 NMC-788875
XXXXXX 53A NMC-680394 HO 1 NMC-788817 HO 60 NMC-788876
XXXXXX 54A NMC-680395 HO 2 NMC-788818 HO 61 NMC-788877
XXXXXX 55A NMC-680396 HO 3 NMC-788819 HO 62 NMC-788878
XXXXXX 56A NMC-680397 HO 4 NMC-788820 HO 63 NMC-788879
XXXXXX 57A NMC-680398 HO 5 NMC-788821 HO 64 NMC-788880
XXXXXX 58A NMC-680399 HO 6 NMC-788822 HO 65 NMC-788881
XXXXXX 59A NMC-680400 HO 7 NMC-788823 HO 66 NMC-788882
XXXXXX 60A NMC-680401 HO 8 NMC-788824 HO 67 NMC-788883
XXXXXX 61A NMC-680402 HO 9 NMC-788825 HO 68 NMC-788884
XXXXXX 62A NMC-680403 HO 10 NMC-788826 HO 69 NMC-788885
XXXXXX 63A NMC-680404 HO 11 NMC-788827 HO 70 NMC-788886
XXXXXX 64A NMC-680405 HO 12 NMC-788828 HO 71 NMC-788887
XXXXXX 65A NMC-680406 HO 13 NMC-788829 HO 72 NMC-788888
XXXXXX 66A NMC-680407 HO 14 NMC-788830 HO 73 NMC-788889
XXXXXX 67A NMC-680408 HO 15 NMC-788831 HO 74 NMC-788890
XXXXXX 68A NMC-680409 HO 16 NMC-788832 HO 75 NMC-788891
XXXXXX 69A NMC-680410 HO 17 NMC-788833 HO 76 NMC-788892
XXXXXX 70A NMC-680411 HO 18 NMC-788834 HO 77 NMC-788893
XXXXXX 71A NMC-680412 HO 19 NMC-788835 HO 78 NMC-788894
XXXXXX 72A NMC-680413 HO 20 NMC-788836 HO 79 NMC-788895
XXXXXX 73A NMC-680414 HO 21 NMC-788837 HO 80 NMC-788896

- 12 -

XXXXXX 74A NMC-680415 HO 22 NMC-788838 HO 81 NMC-788897
XXXXXX 75A NMC-680416 HO 23 NMC-788839 HO 82 NMC-788898
XXXXXX 76A NMC-680417 HO 24 NMC-788840 HO 83 NMC-788899
XXXXXX 77A NMC-680418 HO 25 NMC-788841 HO 84 NMC-788900
XXXXXX 78A NMC-680419 HO 26 NMC-788842 HO 85 NMC-788901
XXXXXX 79A NMC-680420 HO 27 NMC-788843 HO 86 NMC-788902
XXXXXX 80A NMC-680421 HO 28 NMC-788844 HO 87 NMC-788903
XXXXXX 81A NMC-680422 HO 29 NMC-788845 HO 88 NMC-788904
XXXXXX 82A NMC-680423 HO 30 NMC-788846 HO 89 NMC-788905
XXXXXX 83A NMC-680424 HO 31 NMC-788847 HO 90 NMC-788906
XXXXXX 84A NMC-680425 HO 32 NMC-788848 HO 91 NMC-788907
XXXXXX 85A NMC-680426 HO 33 NMC-788849 HO 92 NMC-788908
XXXXXX 86A NMC-680427 HO 34 NMC-788850 HO 93 NMC-788909
XXXXXX 87A NMC-680428 HO 35 NMC-788851 HO 94 NMC-788910
XXXXXX 88A NMC-680429 HO 36 NMC-788852 HO 95 NMC-788911
XXXXXX 89A NMC-680430 HO 37 NMC-788853 HO 96 NMC-788912
XXXXXX 90A NMC-680431 HO 38 NMC-788854 HO 97 NMC-788913
HO 98 NMC-788914 AAG 15A NMC-750332 AAG 75A NMC-750391
HO 99 NMC-788915 AAG 16A NMC-750333 AAG 76A NMC-750392
HO 100 NMC-788916 AAG 17A NMC-750334 AAG 77A NMC-750393
HO 101 NMC-788917 AAG 18A NMC-750335 AAG 78A NMC-750394
HO 102 NMC-788918 AAG 19A NMC-750336 AAG 79A NMC-750395
HO 103 NMC-788919 AAG 20A NMC-750337 AAG 80A NMC-750396
HO 104 NMC-788920 AAG 21A NMC-750338 AAG 81A NMC-750397
HO 105 NMC-788921 AAG 22A NMC-750339 AAG 82A NMC-750398
HO 106 NMC-788922 AAG 23A NMC-750340 AAG 83A NMC-750399
HO 107 NMC-788923 AAG 24A NMC-750341 AAG 84A NMC-750400
HO 108 NMC-788924 AAG 25A NMC-750342 AAG 85A NMC-750401
HO 109 NMC-788925 AAG 26A NMC-750343 AAG 86A NMC-750402
HO 110 NMC-788926 AAG 27A NMC-750344 AAG 87A NMC-750403
HO 111 NMC-788927 AAG 28A NMC-750345 AAG 88A NMC-750404
HO 112 NMC-788928 AAG 29A NMC-750346 AAG 89A NMC-750405
HO 113 NMC-788929 AAG 30A NMC-750347 AAG 90A NMC-750406
HO 114 NMC-788930 AAG 31A NMC-750348 AAG 91A NMC-750407
HO 115 NMC-788931 AAG 32A NMC-750349 AAG 92A NMC-750408
HO 116 NMC-788932 AAG 33A NMC-750350 AAG 93A NMC-750409
HO 117 NMC-788933 AAG 34A NMC-750351 AAG 94A NMC-750410
HO 118 NMC-788934 AAG 35A NMC-750352 AAG 95A NMC-750411
HO 119 NMC-788935 AAG 36A NMC-750353 AAG 96A NMC-750412
HO 120 NMC-788936 AAG 37A NMC-750354 AAG 97A NMC-750413
HO 121 NMC-788937 AAG 38A NMC-750355 AAG 98A NMC-750414
HO 122 NMC-788938 AAG 39A NMC-750356 AAG 99A NMC-750415
HO 123 NMC-788939 AAG 40A NMC-750357 AAG 100A NMC-750416
HO 124 NMC-788940 AAG 41A NMC-750358 AAG 101A NMC-750417
HO 125 NMC-788941 AAG 43A NMC-750359 AAG 102A NMC-750418
HO 126 NMC-788942 AAG 44A NMC-750360 AAG 103A NMC-750419
HO 127 NMC-788943 AAG 45A NMC-750361 AAG 104A NMC-750420
HO 128 NMC-788944 AAG 46A NMC-750362 AAG 105A NMC-750421
HO 129 NMC-788945 AAG 47A NMC-750363 AAG 106A NMC-750422
HO 130 NMC-788946 AAG 48A NMC-750364 AAG 107A NMC-750423
HO 131 NMC-788947 AAG 49A NMC-750365 SC1 NMC-796330
HO 132 NMC-788948 AAG 50A NMC-750366 SC2 NMC-796331
HO 133 NMC-790311 AAG 51A NMC-750367 SC3 NMC-796332
HO 134 NMC-790312 AAG 52A NMC-750368 SC4 NMC-796333
HO 135 NMC-790313 AAG 53A NMC-750369 SC5 NMC-796334
HO 136 NMC-790314 AAG 54A NMC-750370 SC6 NMC-796335

- 00 -

XX 000 XXX-000000 XXX 00X XXX-000000 SC7 NMC-796336
HO 138 NMC-790316 AAG 56A NMC-750372 SC8 NMC-796337
HO 139 NMC-790317 AAG 57A NMC-750373 SC9 NMC-796338
BMA 31B NMC-750315 AAG 58A NMC-750374 SC10 NMC-796339
BMA 32B NMC-750316 AAG 59A NMC-750375 SC11 NMC-796340
BMA 33B NMC-750317 AAG 60A NMC-750376 SC12 NMC-796341
AAG 1A NMC-750318 AAG 61A NMC-750377 SC13 NMC-796342
AAG 2A NMC-750319 AAG 62A NMC-750378 SC14 NMC-796343
AAG 3A NMC-750320 AAG 63A NMC-750379 SC15 NMC-796344
AAG 4A NMC-750321 AAG 64A NMC-750380 SC16 NMC-796345
AAG 5A NMC-750322 AAG 65A NMC-750381 SC17 NMC-796346
AAG 6A NMC-750323 AAG 66A NMC-750382 SC18 NMC-796347
AAG 7A NMC-750324 AAG 67A NMC-750383 SC19 NMC-796348
AAG 8A NMC-750325 AAG 68A NMC-750384 SC20 NMC-796349
AAG 9A NMC-750326 AAG 69A NMC-750385 SC21 NMC-796350
AAG 10A NMC-750327 AAG 70A NMC-750386 SC22 NMC-796351
AAG 11A NMC-750328 AAG 71A NMC-750387 SC23 NMC-796352
AAG 12A NMC-750329 AAG 72A NMC-750388 SC24 NMC-796353
AAG 13A NMC-750330 AAG 73A NMC-750389 SC25 NMC-796354
AAG 14A NMC-750331 AAG 74A NMC-750390 SC26 NMC-796355
SC27 NMC-796356 SC51 NMC-796380 JO 10 NMC-870759
SC28 NMC-796357 SC52 NMC-796381 JO 11 NMC-870760
SC29 NMC-796358 SC53 NMC-796382 JO 12 NMC-870761
SC30 NMC-796359 SC54 NMC-796383 JO 13 NMC-870762
SC31 NMC-796360 SC55 NMC-796384 RIB1 853444
SC32 NMC-796361 SC56 NMC-796385 RIB2 853445
SC33 NMC-796362 SC57 NMC-796386 RIB3 853445
SC34 NMC-796363 SC58 NMC-796387 RIB4 853446
SC35 NMC-796364 SC59 NMC-796388 RIB5 853447
SC36 NMC-796365 SC60 NMC-796389 RIB6 853448
SC37 NMC-796366 SC61 NMC-796390 RIB7 853449
SC38 NMC-796367 SC62 NMC-796391 RIB8 853450
SC39 NMC-796368 SC63 NMC-796392 RIB9 853451
SC40 NMC-796369 SC64 NMC-796393 RIB10 853452
SC41 NMC-796370 SC65 NMC-796394 RIB11 853453
SC42 NMC-796371 JO 1 NMC-870750 RIB12 853454
SC43 NMC-796372 JO 2 NMC-870751 RIB13 853455
SC44 NMC-796373 JO 3 NMC-870752    
SC45 NMC-796374 JO 4 NMC-870753    
SC46 NMC-796375 JO 5 NMC-870754    
SC47 NMC-796376 JO 6 NMC-870755    
SC48 NMC-796377 JO 7 NMC-870756    
SC49 NMC-796378 JO 8 NMC-870757    
SC50 NMC-796379 JO 9 NMC-870758    

SCHEDULE “C”

SUBSIDIARIES

Name of Subsidiary
Jurisdiction
Percentage Owned
(Directly or Indirectly)
N5C Resources Inc. Cayman Islands 100%
N6C Resources Inc. Cayman Islands 100%
Kryso Resources PLC UK 15%
Great Basin Gold RSA (Pty Ltd.) South Africa 100%
Puma Gold (Pty Ltd.) South Africa 100%
Southgold Exploration (Pty) Ltd. South Africa 100%
Boulder Investments Ltd. Cyprus 100%
Shield Resources Ltd. Tanzania 100%
Kurils Holdings Ltd. BVI 100%
Kurils Project Holdings Ltd. BVI 100%
Kurils Resources LLC Russia 100%
Xxxxxxxx Ltd. BVI 100%
Reef Miners Ltd. Tanzania 100%
Graceholme Finance Ltd. BVI 100%
Premier Resources Ltd. Tanzania 100%
Goldtone Ltd. BVI 100%
Protocol Exploration Ltd. Tanzania 100%
GBG Rusaf Gold Ltd. BC, Canada 100% of Common Shares
Antler Peak Gold Inc. Nevada, USA 100%
Great Basin Gold Ltd. Nevada, USA 100%
Rodeo Creek Gold Inc. Nevada, USA 100%
Touchstone Resources Company Nevada, USA 100%
Hollister Ventures Corporation Nevada, USA 100%

SCHEDULE “D”

MATERIAL SUBSIDIARIES

Name of Subsidiary
Jurisdiction
Percentage Owned
(Directly or Indirectly)
Great Basin Gold Inc. Nevada, USA 100%
Rodeo Creek Gold Inc. Nevada, USA 100%
Antler Peak Gold Inc. Nevada, USA 100%
Touchstone Resources Company Nevada, USA 100%
Southgold Exploration (Pty) Ltd. South Africa 100%
N5C Resources Inc. Cayman Islands 100%
N6C Resources Inc. Xxxxxx Xxxxxxx 000%
Xxxxx Xxxxx Xxxx XXX (Pty) Ltd. South Africa 100%

SCHEDULE “E”

FORM OF LOCK-UP AGREEMENT

November      , 2009

RBC Dominion Securities Inc.
BMO Xxxxxxx Xxxxx Inc.
Xxxxxxx Xxxxx Ltd.
Xxxxxx Xxxxxx Partners Canada Inc.
c/o RBC Dominion Securities Inc.
X.X. Xxx 00, Xxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0

Re:      Great Basin Gold Ltd. – Lock-Up Agreement

Gentlemen:

The undersigned, a securityholder of Great Basin Gold Ltd. (the “Corporation”), understands that RBC Dominion Securities Inc. (the “Lead Underwriter”), BMO Xxxxxxx Xxxxx Inc., Xxxxxxx Xxxxx Ltd. and Xxxxxx Xxxxxx Partners Canada Inc. (collectively, the “Underwriters”) have entered into an underwriting agreement with the Corporation providing for a bought deal public offering in Canada and concurrent private placement in the United States (the “Offering”) of Convertible Debentures of the Corporation. The undersigned also acknowledges that the Underwriters have requested that the undersigned enter into this agreement as a condition of completion of the Offering and that, in consideration of the Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged by the undersigned, the undersigned has agreed to enter into this Lock-Up Agreement in favour of the Underwriters.

The undersigned represents and agrees that during the period beginning from the date hereof and ending 90 days from the closing date of the Offering (the “Lock-Up Period”), he or it shall not (and shall cause its affiliates not to) issue, offer, pledge, sell, grant any option or contract to purchase, any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer, lend or dispose of directly or indirectly, make any short sale or otherwise dispose of or monetize any Common Shares of the Corporation, or any securities convertible into, exerciseable or exchangeable for Common Shares of the Corporation, or any securities that represent the right to receive, Common Shares of the Corporation, now owned directly or indirectly by the undersigned, or under control or direction of the undersigned or with respect to which the undersigned has beneficial ownership (collectively, the “Undersigned’s Securities”) or enter into any swap, forward or other arrangement that transfers, in whole or in part, any of the economic consequences associated with the ownership of the Undersigned’s Securities whether any such transaction in this paragraph is to be settled by delivery of Common Shares or such other securities, in cash or otherwise (other than Common Shares to be issued upon conversion of the Convertible Debentures, and issuances of Common Shares in connection with the exercise of outstanding options or warrants under an existing stock option plan or employee share purchase plan), or agree to do any of the foregoing or publicly announce any intention to do any of the foregoing.

Notwithstanding the foregoing, the undersigned may offer, sell, contract to sell, transfer, assign, pledge, grant an option to purchase, make any short sale or otherwise dispose of any of the Undersigned’s Securities, or enter into any swap, forward or other arrangement that transfers all or a portion of the

economic consequences associated with the ownership of the Undersigned’s Securities, whether directly or indirectly, during the Lock-Up Period:

1.

with the prior written consent of the Lead Underwriter, such consent not to be unreasonably withheld;

   
2.

without the consent of the Underwriters, in order for the undersigned to sell, transfer or tender the Undersigned’s Securities (or any of them) to a bona fide take-over bid made to all holders of Common Shares; provided, however, that in such case it shall be a condition of the sale, transfer or tender that if such take-over bid is not completed during the Lock-Up Period, any Common Shares subject to this Lock-Up Agreement shall remain subject to the restrictions herein;

   
3.

without the consent of the Underwriters, where the undersigned exercises any options or warrants provided that any underlying securities issued by the Corporation on such exercise remain part of the Undersigned’s Securities for purposes of this Lock-Up Agreement; and

   
4.

without the consent of the Underwriters, (A) pursuant to gifts and transfers by will or intestacy and (B) pursuant to transfers to (i) the undersigned’s members, partners, affiliates or immediate family or (ii) a trust, the beneficiaries of which are the undersigned and/or members of the undersigned’s immediate family; provided in each such case that, as a pre-condition to (A) and (B) the donee or transferee agrees in writing to be bound by the foregoing in the same manner as it applies to the undersigned. “Immediate family” shall mean spouse, lineal descendants, father, mother, brother or sister of the transferor and father, mother, brother or sister of the transferor’s spouse.

The undersigned understands that the Corporation and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s legal representatives, successors, and assigns, and shall enure to the benefit of the Corporation, the Underwriters and their legal representatives, successors and assigns. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and the parties hereto hereby agree to attorn to the non-exclusive jurisdictions of the court of the Province of British Columbia in connection with any dispute or claim hereunder.

DATED this ___ day of November, 2009


 

  [NAME OF SUBJECT SHAREHOLDER]
   
  Per: ________________________________________
  Name:
  Title:
  I have authority to bind the Corporation.

SCHEDULE “F”

FORM OF U.S. LEGAL OPINION OF U.S. SECURITIES COUNSEL

Based on the foregoing examinations and assumptions and subject to the qualifications and exclusions stated herein, we are of the opinion that:

1.

The Convertible Debentures and Adjustment Shares have been approved for issuance by NYSE AMEX LLC, subject to Standard Listing Conditions, and the Debenture Shares have been approved for listing and, upon and subject to official notice of issuance, will be admitted and authorized for trading on the NYSE AMEX LLC.

   
2.

The Corporation is not and, after giving effect to the Offering and the application of the proceeds thereof in the manner described in the Final Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended.

   
3.

The offer and sale of the Convertible Debentures does not require registration under the U.S. Securities Act.

   
4.

The Debenture Shares Registration Statement has become effective under the U.S. Securities Act.

   
5.

The Debenture Shares Form F-X was filed with the SEC prior to the effectiveness of the Debenture Shares Registration Statement.


SCHEDULE “G”
TERMS FOR OFFERING TO U.S. PURCHASERS

UNITED STATES OFFERS AND SALES

As used in this Schedule “G” and related appendices, capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Underwriting Agreement to which this Schedule “G” is annexed and the following terms shall have the meanings indicated:

  (a)

“Accredited Investor” means an entity that is an “accredited investor” within the meaning of Rule 501(a) of Regulation D;

     
  (b)

“Directed Selling Efforts” means “directed selling efforts” as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Convertible Debentures or Debenture Shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Convertible Debentures;

     
  (c)

“Distribution Compliance Period” means 40 days after the later of the commencement of the Offering and the issue date of the Convertible Debentures.

     
  (d)

“Foreign Private Issuer” shall have the meaning ascribed thereto in Regulation S. Without limiting the foregoing, but for greater clarity, it means any issuer which is (a) the government of any country other than the United States, of any political subdivision thereof or a national of any country other than the United States; or (b) a corporation or other organization incorporated or organized under the laws of any country other than the United States, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (1) more than 50 percent of the issuer’s outstanding voting securities are directly or indirectly owned of record by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors of the issuer are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;

     
  (e)

“General Solicitation or General Advertising” means “general solicitation or general advertising”, as used in Rule 502(c) of Regulation D, including, but not limited to, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

     
  (f)

“Qualified Institutional Buyer” means a qualified institutional buyer as that term is defined in Rule 144A;

     
  (g)

“Regulation D” means Regulation D adopted by the SEC under the U.S. Securities Act;

     
  (h)

“Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act;



  (i)

“Rule 144A” means Rule 144A adopted by the SEC under the U.S. Securities Act;

     
  (j)

“SEC” means the United States Securities and Exchange Commission;

     
  (k)

“Securities” means the Convertible Debentures and the Debenture Shares;

     
  (l)

“Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Regulation S;

     
  (m)

“United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

     
  (n)

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

     
  (o)

“U.S. Person” means a “U.S. person” as that term is defined in Regulation S;

     
  (p)

“U.S. Purchaser” means (a) any U.S. Person or person purchasing the Convertible Debentures in the United States, (b) any person purchasing the Convertible Debentures on behalf of any U.S. Person or person in the United States, (c) any person that receives or received an offer of the Convertible Debentures while in the United States, and (d) any person that is in the United States at the time the person’s buy order was made; and

     
  (q)

“U.S. Securities Act” means the United States Securities Act of 1933, as amended.

Representations, Warranties and Covenants of the Underwriters

                          Each Underwriter, on behalf of itself and its U.S. Affiliate, acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state and the Convertible Debentures may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and state securities laws. Accordingly, each Underwriter, on behalf of itself and its U.S. Affiliate, represents, warrants and covenants to and with the Corporation that:

1.

It has not offered and sold, and will not offer and sell, any Convertible Debentures forming part of its allotment described in Section 8.1 of the Underwriting Agreement except (a) in accordance with Rule 903 of Regulation S, or (b) in the United States and to, or for the account or benefit of, U. S. Persons as provided in paragraphs 2 through 13 below. Accordingly, neither the Underwriter nor any of its affiliates nor any persons acting on its or their behalf, has made or will make (except as permitted in paragraphs 2 through 13 below) (i) any offer to sell or any solicitation of an offer to buy, any Convertible Debentures to any person in the United States or any U.S. Person, (ii) any sale of Convertible Debentures to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States and not a U. S. Person, or such Underwriter, affiliate or person acting on behalf of either reasonably believed that such purchaser was outside the United States and not a U.S. Person, or (iii) any Directed Selling Efforts in the United States with respect to the Securities.

   
2.

It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Convertible Debentures, except with its affiliates, any selling firms or with the prior written consent of the Corporation. It shall require each selling firm to agree, for the benefit of the Corporation, to comply with, and shall use its reasonable efforts to ensure that each selling



firm complies with, the same provisions of this Schedule as apply to such Underwriter as if such provisions applied to such selling firm.

   
3.

All offers and sales of Convertible Debentures in the United States and to, or for the account or benefit of, U.S. Persons have been and will be effected by or through the Underwriter's U.S. Affiliate, which on the dates of such offers and sales was and will be a duly registered broker or dealer pursuant to section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which such offers and sales were made (unless exempted from the respective state’s broker-dealer registration requirements) and was and will be a member in good standing with the Financial Industry Regulatory Authority Inc. All offers and sales of the Convertible Debentures in the United States and to, or for the account or benefit of, U.S. Persons will be made in accordance with all applicable United States federal and state securities (including broker-dealer) laws.

   
4.

It and its affiliates have not, either directly or through a person acting on its or their behalf, solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, Convertible Debentures in the United States or to, or for the account or benefit of, U.S. Persons by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of section 4(2) of the U.S. Securities Act.

   
5.

Any offer, sale or solicitation of an offer to buy Convertible Debentures that has been made or will be made by it in the United States or to, or for the account or benefit of, a U.S. Person was or will be made only (i) on behalf of the Underwriter or its U.S. Affiliate, acting as principal, in compliance with Rule 144A to persons reasonably believed to be Qualified Institutional Buyers, or (ii) on behalf of the Corporation in compliance with Rule 506 of Regulation D to persons reasonably believed to be Accredited Investors. All offers, sales and solicitations of offers to buy Convertible Debentures that have been made or will be made by it in the United States or to, or for the account or benefit of, a U.S. Person were or will be exempt from registration under and in compliance with applicable state securities laws.

   
6.

Prior to completion by it of any sale of Convertible Debentures in the United States or to, or for the account or benefit of, a U.S. Person, each U.S. Purchaser that is an Accredited Investor shall be required to execute a subscription agreement.

   

7.

Each of its offerees that is in the United States or is, or is acting for the account or benefit of, a U. S. Person shall be provided with a copy of one or both of the U.S. Preliminary Offering Memorandum and the U.S. Final Offering Memorandum. Each U.S. Purchaser of Convertible Debentures will have received, prior to the time of purchase of any Convertible Debentures, a copy of the U.S. Final Offering Memorandum. No other written material will be used in connection with the offer and sale of the Convertible Debentures in the United States.

   

8.

Immediately prior to transmitting the U.S. Preliminary Offering Memorandum and the U.S. Final Offering Memorandum, the Underwriter and its U.S. Affiliate had reasonable grounds to believe and did believe that each offeree was an Accredited Investor or a Qualified Institutional Buyer, as applicable, and at the time of completion of each sale to a U.S. Purchaser, the Underwriter and its U. S. Affiliate will have reasonable grounds to believe and will believe, that each purchaser is an Accredited Investor or a Qualified Institutional Buyer, as applicable.

   
9.

At least one business day prior to the Closing Date, and any subsequent Closing Date, the Corporation and its transfer agent will be provided with a list of all U.S. Purchasers of Convertible Debentures.



10.

On the Closing Date, and at any closing time on any subsequent Closing Date, each Underwriter together with its U.S. Affiliate who placed any Convertible Debentures in the United States or to, or for the account or benefit of, U.S. Persons, will provide a certificate, substantially in the form of Appendix I, relating to the manner of the offer and sale of Convertible Debentures in the United States and to, or for the account or benefit of, U.S. Persons, or be deemed to represent and warrant that it and its U.S. Affiliate did not offer or sell any Convertible Debentures in the United States or to, or for the account or benefit of, U.S. Persons.

   
11.

It will not offer, sell or deliver the Convertible Debentures within the United States or to, or for the account or benefit of, any U.S. Person, (a) as part of its distribution at any time, or (b) otherwise, until the end of the Distribution Compliance Period except, in either case, in accordance with Regulation S under the Securities Act or pursuant to another applicable exemption from the registration requirements of the U.S. Securities Act.

   
12.

At or prior to confirmation of the sale of the Offered Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Offered Securities from it during the Distribution Compliance Period a confirmation or notice to substantially the following effect:

“The securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "1933 Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and closing date, except in either case in accordance with Regulation S under the 1933 Act. Terms used herein have the meanings given to them in Regulation S.”

In addition, prior to the expiration of the Distribution Compliance Period, all subsequent offers and sales of the Convertible Debentures by such Underwriter shall be made only in accordance with the provisions of Regulation S or pursuant to an available exemption from the registration requirements of the U.S. Securities Act. Such Underwriter agrees to obtain substantially identical undertakings from each member of any banking and selling group formed in connection with the distribution of the Convertible Debentures contemplated hereby and to comply with the offering restriction requirements of Regulation S.

13.        Neither the Underwriters nor any of their affiliates nor any person acting on their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with its offers or sales of the Offered Securities in the United States.

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, covenants and agrees that:

1.

The Corporation is not, and as a result of the sale of the Convertible Debentures contemplated hereby will not be registered or required to be registered as an “investment company”, as defined in the United States Investment Company Act of 1940, as amended.

   
2.

Except with respect to offers and sales to Accredited Investors in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506 of Regulation D, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, their respective affiliates or any person acting on their behalf, in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Convertible Debentures to



a person in the United States or any U.S. Person; or (B) any sale of Convertible Debentures unless, at the time the buy order was or will have been originated, (i) the purchaser is outside the United States and not a U.S. Person or (ii) the Corporation, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States and not a U.S. Person.
  
3.

During the period in which Convertible Debentures are offered for sale, neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, their respective affiliates or any person acting on their behalf, in respect of which no representation, warranty, covenant or agreement is made) has engaged in or will engage in any Directed Selling Efforts in the United States or has taken or will take any action that it believes would cause the exemptions from registration afforded by Rule 506 of Regulation D and Rule 144A to be unavailable for offers and sales of Convertible Debentures in the United States and to, or for the account or benefit of, U.S. Persons in accordance with this Schedule “G”, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sale of Convertible Debentures outside the United States to non-U.S. Persons in accordance with this Underwriting Agreement.
  
4.

None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters, their respective affiliates or any person acting on their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, Convertible Debentures in the United States by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of section 4(2) of the U.S. Securities Act.
  
5.

The Corporation is a Foreign Private Issuer. There is “Substantial U.S. Market Interest” in the Securities and the Corporation is a Category 2 issuer within the meaning of Regulation S.
  
6.

The Convertible Debentures are not, and as of the Closing Date, and any closing time on any Over-Allotment Closing Date, will not be, and no securities of the same class as the Convertible Debentures are or will be, (i) listed on a national securities exchange registered under Section 6 of the U.S. Exchange Act, (ii) quoted in a "U.S. automated inter-dealer quotation system", as such term is used in Rule 144A, or (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted.
  
7.

Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.
  
8.

The Corporation has not sold, offered for sale or solicited any offer to buy, during the period beginning six months prior to the start of the offering of the Convertible Debentures, and will not sell, offer for sale or solicit any offer to buy, during the period ending six months after the completion of the offering of the Convertible Debentures, any of its securities in the United States in a manner that would be integrated with and would cause the exemptions from registration provided by Rule 506 of Regulation D and Rule 144A, or the exclusion from registration provided by Rule 903 of Regulation S, to be unavailable with respect to offers and sales of the Convertible Debentures pursuant to this Schedule “G”.
  
9.

For so long as any of the Convertible Debentures sold pursuant to Rule 144A are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and


if the Corporation is not subject to and in compliance with the reporting requirements of Section 13 or Section 15(d) of the U.S. Exchange Act or exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation will provide to any holder of such Convertible Debentures, or to any prospective purchaser of such Convertible Debentures designated by such holder, upon the request of such holder or prospective purchaser, at or prior to the time of resale, the information required to be provided by Rule 144A(d)(4).
  
10.

The Corporation will complete and file with the SEC a notice on Form D within 15 days after the first sale of Convertible Debentures pursuant to Rule 506 of Regulation D, and will make such filings with state securities commissions as may be required.
  
11.

Neither the Corporation nor any of its affiliates nor any person acting on their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with its offers or sales of the Offered Securities in the United States.

APPENDIX I

TO SCHEDULE “G”

UNDERWRITERS' CERTIFICATE

                         In connection with the private placement of Convertible Debentures of Great Basin Gold Ltd. (the “Corporation”) to U.S. Purchasers pursuant to the Underwriting Agreement dated November _, 2009, among the Corporation and the Underwriters named therein (the “Underwriting Agreement”), the undersigned do hereby certify on a several basis and in respect of themselves only and only to the extent applicable that:

  (i)

the Convertible Debentures have been offered and sold in the United States and to, or for the account or benefit of, U.S. Persons only by [NAME OF U.S. AFFILIATE], which was on the dates of such offers and sales, and is on the date hereof, a duly registered broker or dealer pursuant to section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which such offers and sales were made (unless exempted from the respective state’s broker-dealer registration requirements) and was and is a member in good standing with the Financial Industry Regulatory Authority, Inc. on the date of each such offer and sale and on the date hereof;

     
  (ii)

all offers and sales of the Convertible Debentures in the United States and to, or for the account or benefit of, U.S. Persons have been made by us in accordance with all applicable United States federal and state securities (including broker- dealer) laws;

     
  (iii)

each offeree of the Convertible Debentures in the United States or that was, or was acting for the account or benefit of a U.S. Person, was provided with a copy of one or both of (i) the U.S. Preliminary Offering Memorandum, and (ii) the U.S. Final Offering Memorandum; and each U.S. Purchaser was provided, prior to the date of sale of the Convertible Debentures, with a copy of the U.S. Final Offering Memorandum, and no other written material was used in connection with the offer and sale of the Convertible Debentures in the United States and to, or for the account or benefit of, U.S. Persons;

     
  (iv)

immediately prior to transmitting the U.S. Final Offering Memorandum including a copy of the Final Prospectus relating to the offering of the Convertible Debentures to such offerees, we had reasonable grounds to believe and did believe that each offeree was an Accredited Investor or Qualified Institutional Buyer, as applicable, and, on the date hereof, we have reasonable grounds to believe and do believe that each U.S. Purchaser is an Accredited Investor or Qualified Institutional Buyer, as applicable; and

     
  (v)

no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of Convertible Debentures in the United States or to, or for the account or benefit of, U.S. Persons; and

     
  (vi)

the offering of Convertible Debentures has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule “G” thereto.


                         Terms used in this certificate have the meanings given to them in the Underwriting Agreement (including Schedule “G” thereto) unless otherwise defined herein.

                         Dated this ______ day of __________, 2009.

[NAME OF UNDERWRITER] [NAME OF U.S. AFFILIATE]
   
   
   
   
By:             __________________________________ By:             __________________________________
                   Name:                    Name:
                   Title:                    Title:

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Filed: November 18th, 2009
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