0001062993-09-004088 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • November 18th, 2009 • Great Basin Gold LTD • Metal mining • British Columbia

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

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