No. S-126583

Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, RS.C. 1985, c. C36, AS AMENDED

AND IN THE MATTER OF A PLAN OF

COMPROMISE OR ARRANGEMENT OF

GREAT BASIN GOLD LTD.

EIGHTH REPORT OF THE MONITOR, KPMG INC.

Table of Contents

INTRODUCTION AND PURPOSE OF MONITOR’S REPORT .................................................1

RESTRICTIONS ON THE USE OF THIS REPORT .....................................................................4

UPDATE ON THE COMPANY’S FINANCING ARRANGEMENTS .........................................5

UPDATE ON THE STATUS OF THE HOLLISTER OPERATIONS ...........................................9

RECEIPTS AND DISBURSEMENTS FOR THE 30-WEEK PERIOD ENDED APRIL 12, 2013................................................................................................................................................10

THE COMPANY’S UPDATED CASH FLOW FORECAST ......................................................12

UPDATE ON THE COMPANY’S FINAL KERP PAYMENT ...................................................14

UPDATE ON THE U.S. BANKRUPTCY PROCEEDINGS .......................................................15

UPDATE ON THE BUSINESS RESCUE PROCEEDINGS IN SOUTH AFRICA ....................15

PROPOSED AMENDMENT TO THE CCAA INITIAL ORDER ...............................................16

THE MONITOR’S CONCLUDING OBSERVATIONS AND RECOMMENDATIONS ..........17

INDEX TO SCHEDULES

Schedule A – The Company’s Updated Cash Flow Forecast for the 7-week period ending

May 31, 2013

Schedule B – Further detailed information regarding the U.S. Bankruptcy Proceedings

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1.0 INTRODUCTION AND PURPOSE OF MONITOR’S REPORT

1.1 KPMG Inc. ("KPMG" or the "Monitor") was appointed as Monitor pursuant to the order

of the Honourable Madam Justice Fitzpatrick on September 19, 2012 in respect of the

petition filed by Great Basin Gold Ltd. ("GBGL" or the "Company"), under the

Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the

"CCAA"). The proceedings brought by the Company under the CCAA will be referred

to herein as the "CCAA Proceedings" and the order granted by the Court on September

19, 2012 is hereinafter referred to as the "Initial Order".

1.2 On September 19, 2012, KPMG filed the Pre-Filing Report of the Proposed Monitor (the

“Monitor’s Pre-Filing Report”) which sets out certain of the Company’s background

information, its initial, CCAA-filed cash flow forecast (the “Cash Flow Forecast”), its

proposed interim financing arrangements and certain of its preliminary restructuring

efforts and plans.

1.3 On September 26, 2012, the Monitor filed its First Report to the Court which described

certain background information relating to the current financial difficulties experienced

by the Company, the Monitor’s assessment of the Cash Flow Forecast, information

regarding the Monitor’s regular monitoring of the Company, an overview of the

Company’s restructuring proceedings in South Africa and status of the Company’s efforts

to obtain interim financing (the “First Report”).

1.4 On October 2, 2012, the Monitor filed its Second Report to the Court which provided

information regarding the Company’s attempts to secure interim financing and the

urgency of its short term funding requirements, in light of the recent issues encountered

in securing such financing (the “Second Report”).

1.5 On October 15, 2012, the Monitor filed its Third Report to the Court which provided

information regarding the settlement agreement among the Company, the Approved DIP

Lenders and the Ad Hoc Group in respect of the Approved DIP Facility (the “Settlement

Agreement”), the activities of the Monitor, the Company’s key executive retention

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program (the “KERP”) and the specifics of the interim financing received by the

Company to date (the “Third Report”).

1.6 On November 5, 2012, the Monitor filed its Fourth Report to the Court which provided

information regarding the status of the Settlement Agreement and the Company’s

restructuring efforts, including the process underway to select a Chief Restructuring

Officer (the “Fourth Report”).

1.7 On November 26, 2012, the Monitor filed its Fifth Report to the Court which provided a

general status update regarding the Company’s restructuring efforts, including the

appointment of a new Chief Executive Officer and Chief Financial Officer (the “Fifth

Report”).

1.8 On January 11, 2013, the Monitor filed its Sixth Report to the Court which provided

information regarding Hollister’s revised gold estimates, status of the sale processes

related to the Hollister and Burnstone mine properties, proposed additional funding

arrangements and agreement with Red Kite (the “Sixth Report”).

1.9 On February 21, 2013, the Monitor filed its Seventh Report to the Court which provided

information regarding Hollister’s operations and certain proceedings threatened by

Hanlon and Franco-Nevada, as well as a material adverse change in the financial

circumstances of GBG (the “Seventh Report”).

1.10 On February 26, 2013, the Monitor filed its Supplement to the Seventh Report to the

Court which provided information regarding the filing by Rodeo and affiliated debtors

(the “US Debtors”) for protection pursuant to Chapter 11 of the United States

Bankruptcy Code and an update on the status of the Amended DIP Facility (the

“Supplemental Report”).

1.11 The purpose of this report (the “Eighth Report”) is to provide this Honourable Court

with information regarding the following:

a) An update regarding the Company’s ongoing financing arrangements, including

information regarding the Company’s motion for a second amendment to the

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Approved DIP Facility, (“DIP Facility Amendment No 2”) which, pursuant to

the terms of the Amended DIP Facility, provides for an extension of the maturity

date of the Amended DIP Facility to May 30, 2013;

b) An update with regard to the ability of the Company to fund its ongoing

obligations, together with the Monitor’s observations and recommendations

thereon;

c) An update regarding the Hollister operations;

d) The actual receipts and disbursements of GBGL (on a consolidated basis) for the

30-week period ended April 12, 2013 (the period of the CCAA Proceedings to

date), compared to the applicable period for the Company’s latest cash flow

forecast submitted to the Court as part of the Sixth Report (the “Previous Cash

Flow Forecast”);

e) The Company’s updated cash flow forecast for the 7-weeks ending May 31, 2013

(the “Updated Cash Flow Forecast”);

f) An update regarding the final payment in respect of the KERP, approved by this

Honourable Court by order dated October 17, 2012 (the “KERP Approval

Order”);

g) An update on the U.S. Bankruptcy Proceedings involving Hollister;

h) An update regarding the Business Rescue Proceedings in South Africa involving

Southgold;

i) Information regarding a proposed amendment to the CCAA Initial Order; and

j) The Company’s motion to have the CCAA stay period extended to May 30, 2013,

and the Monitor’s observations and recommendations thereon.

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1.12 The First Report, the Second Report, the Third Report, the Fourth Report, the Fifth

Report, the Sixth Report, the Seventh Report and the Supplemental Report are referred to

herein as the “Monitor’s Prior Reports”.

1.13 The Monitor’s Prior Reports and further information regarding these proceedings can be

found on the Monitor’s website at http://kpmg.ca/greatbasingold.

2.0 RESTRICTIONS ON THE USE OF THIS REPORT

2.1 In preparing this report, KPMG has necessarily relied upon unaudited financial and other

information supplied, and representations made, by certain senior management of GBGL

and that of its subsidiary companies ("Senior Management"). Although this information

has been subject to assessment, KPMG has not conducted an audit, nor otherwise

attempted to verify the accuracy or completeness of any of the financial information of

GBGL or its subsidiary and affiliate companies. Accordingly, unless otherwise stated

(particularly in Section 6, herein), KPMG expresses no opinion and does not provide any

other form of assurance on the accuracy of any such information, as provided by Senior

Management and as contained in this report, or as otherwise used to prepare this report.

2.2 Certain of the information referred to in this report consists of financial forecasts and/or

projections. An examination or review of financial forecasts and projections and

procedures, in accordance with standards set by the Canadian Institute of Chartered

Accountants, has not been performed. Future oriented financial information referred to in

this report was prepared by Senior Management based on Senior Management's estimates

and assumptions. Readers are cautioned that since financial forecasts and/or projections

are based upon assumptions about future events and conditions that are not ascertainable,

actual results will vary from the projections, and such variances could be material.

2.3 The information contained in this report is not intended to be relied upon by any

prospective purchaser or investor in any transaction with the Company.

2.4 Capitalized terms not otherwise defined in this report are used herein as defined in the

affidavit of Mr. Lourens Van Vuuren sworn September 19, 2012, which was filed with

the Company’s initial CCAA application, and the Monitor’s Prior Reports.

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2.5 References herein to the “GBG Group” are references to the consolidated group of

GBGL entities.

2.6 Unless otherwise stated, all monetary amounts contained in this report are expressed in

U.S. dollars.

3.0 UPDATE ON THE COMPANY’S FINANCING ARRANGEMENTS

3.1 An overview of all financings and applicable waiver letters under the $35 million

Approved DIP Facility and the $10 million funding extension provided for under the

Amended Hollister Credit Facility have been provided in the Monitor’s Prior Reports.

Financings under the Amended DIP Facility (to GBGL and Southgold)

3.2 As noted in the Monitor’s Supplemental Report, the Amended DIP Facility closed on

February 22, 2013. Among other things, the Amended DIP Facility provides for an

increase in maximum borrowings by $16 million (for a total maximum facility borrowing

of $51 million), in order to provide additional funding to meet the needs of GBGL and

Southgold.

3.3 Since the closing of the Amended DIP Facility, additional drawings have been made in

the order of approximately $4.8 million, bringing the Company’s total borrowings to

approximately $39.8 million. The additional drawings have been used primarily to fund

bank interest, professional fees and certain of Southgold’s pre-filing creditors (as further

detailed in Section 9, below).

3.4 Between March 31, 2013 and the date of this report, the Amended DIP Facility has been

technically in default. Among other things, the Burnstone sale process timeline

milestones as set under the Amended DIP Facility were technically not met (further

information on the Burnstone sale process is provided in Section 9, below). While later

dates for the Burnstone sale process, as requested by the BRP, were agreed to by the

Approved DIP Lenders, for the purpose of satisfying the condition precedents for a

utilisaton request under the Amended DIP Facility, the applicable milestone in the

Amended DIP Facility was not formally amended. Funding under the Amended DIP

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Facility is currently required in order to satisfy a number of past due obligations of the

Company.

3.5 The Monitor understands that the Company and the Existing Lenders will be executing

the DIP Facility Amendment No. 2 over the course of April 23, 2013 and April 24, 2013,

such that the Company is no longer in default of its obligations under the facility. The

amendments, which are subject to the approval of this Honourable Court, are as follows:

a) A waiver of the event of default relating to the failure of Southgold to apply

for an atmospheric emission license within 180 days of the signature date, as

required pursuant to clause 4.5(a) of the Approved DIP Facility, provided

such license shall be obtained by no later than 5 p.m. on May 30, 2013; and

b) Deletion of prior milestones in the Amended DIP Facility and replacement

with the following:

i. On or prior to January 25, 2013, receipt of pre-bid letters for the

Burnstone assets, as contemplated by the Burnstone sale process;

ii. On or prior to January 25 2013, draft Sale and Purchase Agreement

and bidding procedures with respect to the Hollister assets to be made

available in the Borrower’s data room;

iii. Comply with each of the timelines and/or milestones specified with

respect to the solicitation of bids for, and sale of, all or substantially all

of the assets, properties or other equity interests of Antler Peak and

Rodeo Creek, as provided for in the Senior Secured Super Priority

Debtor-in-Possession Credit Agreement as of March 7, 2013, as such

agreement exists on the date of this Agreement, as such timelines

and/or milestones may be extended from time to time, but only if the

DIP Lenders have approved such extension;

iv. On or prior to April 15, 2013, the receipt of binding offers for the

Burnstone assets as contemplated by the Burnstone sale process;

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v. On or prior to May 31, 2013, the Borrower and GBGI shall have

reached an agreement with the Facility Agent with respect to the

treatment and voting of certain intercompany claims held by GBGL

and GBGI against the Hollister Parties in any plan of reorganization

filed by the Hollister Parties, on terms and conditions satisfactory to

the Facility Agent in its sole discretion; and

vi. On or prior to May 31, 2013, the Business Rescue Practitioner shall

have published to creditors its business rescue plan in the Business

Rescue Proceeding.

3.6 The Monitor understands that the issues with respect to access to fundings under the

Amended DIP Facility, pursuant to utilization requests have also been resolved with the

Approved DIP Lenders. The Monitor also understands that the Company and the

Approved DIP Lenders have been in discussions concerning the legal effect of certain

auditor-prepared subordination letters dating as far back as 2009 and signed by GBGL

and certain of its other subsidiaries purporting, to subordinate the debts owed to them

principally by Southgold in favour of outside creditors of Southgold so far as they related

to condition precedents for a drawdown on the Amended DIP Facility pursuant to a

utilization request. The Approved DIP Lenders, Burnstone Lenders, GBGL and the

relevant GBG Group parties to the auditor prepared subordination letters have, after

discussion with their respective South African counsel, satisfied themselves that the

subordination letters are legally ineffective and accordingly, did not pose an impediment

to a draw pursuant to the applicable utilization request under the Amended DIP Facility.

3.7 Subject to court approval of DIP Facility Amendment No. 2, as described above, the

Company will have access to further required funds under the Approved DIP Facility, as

amended, in order to meet its obligations under the Updated Cash Flow Forecast.

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Monitor’s observations and recommendations regarding the DIP Facility Amendment No.

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3.8 The Monitor notes the following with respect to the Company’s current funding status at

the GBGL and Southgold levels.

a) The Company was in default of the Amended DIP Facility and, for a period of

time has been unable to access the necessary funds which it requires in order

to fund the ongoing obligations of GBGL and Southgold.

b) A number of obligations have became due since the Company’s last draw

under the Approved DIP Facility, as amended, including:

i. Amounts owing under the second and final installment of the KERP in

the aggregate of approximately $350,000 CAD.

ii. Amounts the Company was required to pay to the Monitor, in respect

of the fees of counsel to the Debenture Holders in the order of

$150,000 CAD pursuant to the order of this Honourable Court dated

January 18, 2013;

iii. Accounts of a number of professionals; and

iv. Certain payroll related expenses and ongoing maintenance costs

related to the Tanzanian Assets.

3.9 Without access to further funding, GBGL does not have sufficient cash to satisfy certain

post-filing obligations already incurred, nor will GBGL and Southgold be able to

continue to fund their ongoing obligations to the end of May 30, 2013. The Monitor

understands that the first draw down under the DIP Facility Amendment No. 2 will

ensure payment of the above-noted items in paragraph 3.8.

3.10 The Monitor has assessed the assumptions supporting the Cash Flow Forecast of GBGL

and Southgold, and has considered the historic trends in those cash flows since the

commencement of the CCAA Proceedings. It is the Monitor’s view that the further

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funding which could become available under the DIP Facility Amendment No. 2 is likely

sufficient to fund the Company’s forecast obligations to May 30, 2013.

3.11 On the basis of the above, the Monitor recommends that the DIP Facility Amendment

No. 2 be approved by this Honourable Court such that the Company can receive the

funding it requires to continue with its restructuring efforts involving GBGL and

Southgold.

Financing to Hollister

3.12 The U.S. Debtors were granted an interim order on February 27, 2013 and a final order

on April 8, 2013 from the U.S. Bankruptcy Court, authorizing them to obtain post-

petition financing from the Existing Hollister Lenders in an amount of $9 million (the

“U.S. DIP Facility”) in order to fund operating and working capital needs. Further

details regarding the U.S. DIP Facility and the U.S. Bankruptcy Proceedings are provided

in Section 8, herein.

3.13 The U.S. DIP Facility supersedes the $10 million of additional financing that had been

provided under the Amended Hollister Credit Facility.

3.14 As at the date of this report, the U.S. Debtors have drawn approximately $1.3 million on

the U.S. DIP Facility to fund general operating expenses. The Monitor has been advised

by Senior Management that additional draws on the U.S. DIP Facility are expected in the

coming weeks.

4.0 UPDATE ON THE STATUS OF THE HOLLISTER OPERATIONS

4.1 The Hollister operations continue to experience declining production results since the

Monitor’s Seventh Report. Hollister’s average gold production for March 2013 was

approximately 600 ounces per week compared to average production of approximately

800 ounces per week for January and February 2013. Senior management at Hollister

have advised the Monitor that continued reduced gold production can be attributed to the

lack of a more developed mine plan, and reduced staffing levels at Hollister as a result of

continued retention issues.

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4.2 The Updated Cash Flow Forecast, based on a $1,580 per ounce forecast gold price,

indicates that Hollister will draw the full $9 million U.S. DIP Facility by May 31, 2013,

the currently planned outside date for the completion of a sales transaction for Hollister.

To the extent gold continues its recent downward market pricing trend (currently under

$1,400 per ounce), there will be significant pressure on the Hollister operation to

maintain its borrowing within the U.S. DIP Facility credit limits.

5.0 RECEIPTS AND DISBURSEMENTS FOR THE 30-WEEK PERIOD ENDED

APRIL 12, 2013

5.1 The consolidated receipts and disbursements of the GBG Group for the 30-week period

ended April 12, 2013 (the latest period actual information was available) as compared to

the Company’s latest forecast information (see Note 3 in the table below), is presented as

follows:

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Actual Forecast (Note 3) Variance

Cash InflowGold sales 52,785  55,008  (2,222)Other 11,243  11,088  155 

Total Cash Inflow 64,028  66,096  (2,068)

Cash OutflowSuppliers (38,481) (48,001) 9,519 Payroll and Benefits (29,036) (30,163) 1,127 Royalties (2,194) (3,230) 1,036 Insurance (3,098) (3,094) (4)Other (2,728) (2,920) 192 Professional Fees (20,664) (24,318) 3,654 

Total Outflow (96,202) (111,725) 15,524 

Net Cash Flow before financing charges and other (32,174) (45,629) 13,456 

Red Kite Repayment (Note 2) (9,822) (9,822) ‐ DIP Financing Fees (807) (905) 97 DIP & Other Interest (2,811) (4,092) 1,281 Net Cash Flow before DIP (45,614) (60,448) 14,835 Amended DIP Facility 39,820  45,023  (5,202)Amended Hollister Credit/U.S. DIP Facility 2,074  9,999  (7,925)Net Cash Flow (3,719) (5,427) 1,708 Cash, beginning of period (September 14, 2012) 6,254  6,254  ‐ 

Cash, end of period (April 12, 2013) 2,535  827  1,708 

Note 1

Note 2

Note 3

Great Basin Gold Ltd.Consolidated Actual versus Forecast Cash Flow (Note 1)

For the 30‐Week Period  Ended April 12, 2013

Information regarding Red Kite was provided in the Fourth Report and the Sixth Report.

The comparative numbers include actual results up to and including the week ended 

February 8, 2013 (a twenty one‐week period)  and forecast cash flow through April 12, 2013 

(a nine‐week period), as extracted from the Previous Cash Flow Forecast (which did not 

include assumptions  relating to the U.S. Bankruptcy Proceedings).    The original Cash Flow 

Forecast (filed with the Company's CCAA application) was not used as a comparator as its 

period extended only to December 14, 2012.

ConsolidatedUnaudited (US$000's)

Readers are cautioned to read the 'Restrictions  on the Use of this Report' in Section 2 of this  

5.2 During the 30-weeks ended April 12, 2013, the Company’s actual cash receipts were

approximately $2.2 million less than forecast as a result of lower than forecast gold

production.

5.3 Total disbursements before financing charges for the 30-week period were approximately

$15.5 million less than forecast, primarily as a result of the following:

a) Supplier obligations were less than projected as a result of: (a) timing variances

that will be reversed and; (b) certain supplier obligations have been stayed by the

U.S. Bankruptcy Proceedings which were not taken into account in the Previous

Cash Flow Forecast;

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b) Gold sale royalties (stayed by the U.S. Bankruptcy Proceeding); and

c) Professional fees (primarily timing differences).

5.4 U.S. DIP Facility interest and other interest is approximately $1.3 million less than

forecast due to lower borrowings based on less than forecast supplier and professional fee

payments to date and the timing of interest payments.

5.5 Senior Management expects the timing differences to reverse in the coming seven week

period.

6.0 THE COMPANY’S UPDATED CASH FLOW FORECAST

6.1 Senior Management has prepared the Updated Cash Flow Forecast for the Updated Cash

Flow Period to May 31, 2013. The Updated Cash Flow Forecast is attached as Schedule

A, and is summarized in the table, below:

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Consolidated Canada (2)

US ‐ Hollister (2)

Burnstone (2)

Forecast Cash InflowGold sales 10,133  ‐  10,133  ‐ Other 110  ‐  ‐  110 

Forecast Total Cash Inflow 10,243  ‐  10,133  110 Forecast Cash Outflow

Suppliers (11,911) (65) (9,209) (2,637)Critical Vendor Payments (3,465) ‐  (3,465) ‐ Payroll and Benefits (4,845) (740) (3,366) (739)Royalties (267) ‐  (267) ‐ Insurance (535) (21) (372) (142)Other (184) (184) ‐  ‐ Ordinary Course Professionals (165) ‐  (165) ‐ Professional Fees (5,877) (3,868) (1,467) (541)

Total Forecast Outflow (27,249) (4,878) (18,311) (4,059)

Net Cash Flow before financing charges and other (17,006) (4,878) (8,178) (3,949)

DIP Financing Fees (103) (42) (38) (23)DIP & Other Interest (923) (862) (48) (12)

Net Cash Flow before DIP (18,032) (5,783) (8,264) (3,984)DIP Advances ‐  ‐  ‐  ‐ Additional  Advances 15,602  5,486  7,641  2,475 Intercompany Transfers ‐  ‐  ‐  ‐ 

Net Cash Flow (2,430) (297) (623) (1,510)Cash, beginning of period (April 12, 2013) 2,535  297  623  1,615 

Cash, end of period (May 31, 2013) 105  (0) (0) 105 

Funding to date ‐ April 12, 2013 41,894  15,197  12,074  14,624 

Additional Funding ‐ U.S. DIP Facility ‐ May 31, 2013 7,641  ‐  7,641  ‐ 

Additional Funding ‐ Amended DIP Facility ‐ May 31, 2013 7,961  5,486  ‐  2,475 

Total Additional Funding ‐ Canada and U.S DIP Facilities 15,602  5,486  7,641  2,475 Total Funding 57,496  20,683  19,715  17,098 

Note 1

Note 2 For cash flow purposes, the Company segregates  its forecast by its operating geographical jurisdictions.

Great Basin Gold Ltd.Summary of Updated Cash Flow Forecast (Note 1)

Unaudited (US$000's)

Readers  are cautioned to read the 'Restrictions on the Use of this Report' in Section 2 of this report

For the 7‐Week Period Ending May 31, 2013

6.2 On a consolidated basis, the GBG Group is forecast to experience net cash outflows

(before DIP advances) of approximately $18.0 million over the Updated Cash Flow

Period, net cash outflow by region is:

a) GBG Canada – net cash outflow of $5.8 million to be funded by the Amended

DIP Facility;

b) US – Hollister – net cash outflow of $8.3 million to be funded by the U.S. DIP

Facility; and

c) South Africa – Burnstone – net cash outflow of $4.0 million to be funded by

cash on hand and the Amended DIP Facility.

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6.3 A summary of the forecast net outflow of $18.0 million by operating and other key

funding categories is tabled below:

Summary Updated Cash Flow Forecast by key operating and other funding categories 7-Weeks Ending May 31, 2013 (US000's) Net operating cash out flow $ 11,129 Interest & financing fees 1,026 Professional fees 5,877 Total net cash out flow $ 18,032

6.4 The Updated Cash Flow Forecast indicates that the Company will use $15.6 million of

additional financing through the Updated Cash Flow Period (over and above

approximately $41.9 million already used from the Amended DIP Facility, the Amended

Hollister Credit Facility and the U.S. DIP Facility).

7.0 UPDATE ON THE COMPANY’S FINAL KERP PAYMENT

7.1 The Company has a KERP in place for six former executives. It included an interim

payment on or around November 30, 2012 and a final payment to be made sometime

after March 31, 2013, based on selected criteria and certain representations/declarations

made by the former executives.

7.2 In accordance with the KERP, each former executive submitted a written request for the

approval of the final payment under the KERP including the required

representations/declarations.

7.3 The Monitor consulted with both the Company and the BRP with respect to the activities

of the former executives and received confirmation from both parties that they are

supportive of the final payment being made as prescribed by the KERP.

7.4 As at the date of this report, the final KERP payment has not been made and the Monitor

has been advised by the Company that it intends to pay the KERP from funds advanced

on a future draw under the DIP Facility Amendment No. 2.

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8.0 UPDATE ON THE U.S. BANKRUPTCY PROCEEDINGS

8.1 As noted in the Monitor’s Supplemental Report, on February 25, 2013 (the “Petition

Date”) the US Debtors filed for protection pursuant to Chapter 11 of the U.S. Bankruptcy

Code (the “U.S. Bankruptcy Proceedings”).

8.2 The U.S. Debtors were granted DIP Financing by the U.S. Bankruptcy Court, authorizing

them to obtain post-petition financing from the Existing Hollister Lenders in an amount

of $9 million to fund operating and working capital needs.

8.3 On March 29, 2013, the U.S. Bankruptcy Court entered an Order (the “Bidding

Procedures Order”) approving certain procedures with respect to the sale of Hollister

(the “Sale”) and establishing certain milestone dates as follows:

a) Deadline for submission of bids by April 19, 2013 at 12:00 p.m. (Eastern

Time);

b) Auction for substantially all of the U.S. Debtors’ assets to be conducted in

New York on April 23, 2013;

c) Any objections to the U.S. Bankruptcy Court’s approval of the Sale be

presented by April 26, 2013; and

d) Hearing by the U.S. Bankruptcy Court for approval of the Sale by May 2,

2013

8.4 Further details regarding the U.S. Bankruptcy Proceedings, including the U.S. DIP

Facility, Bidding Procedures and the Claims Bar Date are provided in Schedule B. The

Monitor will continue to provide updates to this Honourable Court with respect to the

U.S. Bankruptcy Proceedings.

9.0 UPDATE ON THE BUSINESS RESCUE PROCEEDINGS IN SOUTH AFRICA

9.1 As noted in the Monitor’s Prior Reports, Southgold has been operating under Business

Rescue Proceedings since September 14, 2012.

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9.2 JP Morgan has been engaged since November 2012 to sell the Burnstone mine property.

Multiple parties participated in the sales process at Burnstone resulting in three offers of

purchase received by the April 15, 2013 deadline (extended from the original deadline of

March 29, 2013). The Monitor has been advised that the BRP and his advisors are

currently reviewing the offers. The BRP has scheduled a creditors committee meeting on

April 30, 2013 in order to present these offers.

9.3 The BRP is in the process of reviewing various claims which could be proven in the

Southgold proceedings. The Monitor and the other stakeholders of Southgold and GBGL

have been provided information by the BRP concerning the claims that can be made

against Southgold and the Monitor is currently in the process of reviewing that

information. The Monitor will provide an update on the final proven claims once the

process is complete.

9.4 Pre-filing interim payments of approximately $2 million have been made to 240 local

South African creditors (as identified by the BRP in consultation with the Approved DIP

Lenders). These creditors were experiencing significant hardship as a result of the

Southgold Business Rescue Proceedings. These payments have been made in accordance

with the Approved DIP Facility, as amended, and in accordance with the Previous Cash

Flow Forecast. We have been advised by the BRP that this interim payment has been

positively received in the local community.

9.5 The Monitor continues to be in regular contact with the BRP and will advise this

Honourable Court of any further developments.

10.0 PROPOSED AMENDMENT TO THE CCAA INITIAL ORDER

10.1 In order to facilitate an expeditious sale of the business and assets of certain subsidiaries

of the Company currently subject to formal reorganization or insolvency proceedings in

foreign jurisdictions (Rodeo and affiliated debtors (U.S. Bankruptcy Proceedings)/

Southgold (Business Rescue Proceedings)) the Company will be seeking an amendment

to the Initial Order, to provide a carve-out in respect of the Canadian Court being

required to provide approval of a sale of assets of such subsidiaries once the Courts in

17

such foreign reorganization or insolvency proceedings have already approved the sale of

such assets. The proposed carve out is not intended to remove the Canadian Court’s

jurisdiction relative to any Canadian CCAA Plan for the Company that may ultimately be

coordinated with any plan of reorganization which may be filed in the Southgold

proceedings relating to the Burnstone mine.

11.0 THE MONITOR’S CONCLUDING OBSERVATIONS AND

RECOMMENDATIONS

11.1 The Monitor supports the Amended DIP Facility and related amendments which provide

the Company with access to funds to satisfy its forecast obligations under the Updated

Cash Flow Forecast.

11.2 The Monitor believes that the Company is acting in good faith and with due diligence in

its efforts to further its restructuring initiatives, and supports its efforts under the CCAA

Proceedings, such proceedings which allow for the continuation of funding to GBGL and

Southgold, provide an opportunity for the Company to continue to attempt to realize

value from its remaining Tanzanian Assets and to pursue, as necessary, any interest

GBGL might have in the ongoing proceedings and sale of the Hollister and Burnstone

mine properties.

11.3 Based on the foregoing, the Monitor recommends the proposed amendments to the

Amended DIP Facility and the extension of the CCAA stay period to this Honourable

Court.

All of which is respectively submitted to this 23rd day of April, 2013.

KPMG Inc., in its sole capacity

as court-appointed Monitor of Great Basin Gold Ltd.

Philip J. Reynolds Senior Vice President

Anthony J. Tillman Senior Vice President

Grea

t Basin

 Gold Ltd

. ‐ CONSO

LIDATED

Consolid

ated

 Weekly C

ash Flo

w Fo

recast

For th

e perio

d en

ding Ju

ly 12, 2013

in $ 0

00's U

SD (excep

t for o

unces a

nd price

 of G

old)

Actu

al

Actu

al

12

34

56

77‐W

eek

Week En

ding

5‐Apr

12‐Apr

19‐Apr

26‐Apr

3‐M

ay

10‐M

ay

17‐M

ay

24‐M

ay

31‐M

ay

Total

Cash

 Receipts

Ounces So

ld1,000

      875

         660

         800

         650

         1,100

        1,100

      1,100

      1,100

      6,510

           

Price p

er O

unce

1 ,672      

1,621

      1,566

      1,400

      1,580

      1,580

        1,580

      1,580

      1,580

      10,866

         

Gold Sale

s1,6

72 

1,419 

1,034 

1,038 

1,027 

1,738 

1,738 

1,738 

1,738 

10,050 

Other

47 

10 

‐ ‐ 

‐ ‐ 

110 

‐ ‐ 

110 

Total Cash

 Receipts

1,719 

1,429 

1,034 

1,038 

1,027 

1,738 

1,848 

1,738 

1,738 

10,160 

Cash

 Disb

ursem

ents

Suppliers

(1,109)

(1,533)

(1,902)

(2,190)

(2,164)

(1,884)

(1,496)

(2,084)

(3,574)

(15,294)

Payro

ll and Benefits

(654)

(816)

(376)

(1,726)

(27)

(853)

‐ (1,396)

(467)

(4,845)

Royaltie

s‐ 

‐ ‐ 

‐ (267)

‐ ‐ 

‐ ‐ 

(267)

Insuran

ce(261)

‐ ‐ 

(257)

‐ ‐ 

‐ (186)

(92)

(535)

Other

(1,516)

(274)

‐ (50)

‐ ‐ 

‐ (50)

‐ (100)

Cap

ital Expenditu

res

‐ 

Professio

nal Fe

es

(84)

(656)

(594)

(2,367)

(157)

(1,379)

(24)

(174)

(1,432)

(6,125)

Total Cash

 Disb

ursem

ents

(3,624)

(3,278)

(2,871)

(6,590)

(2,615)

(4,116)

(1,519)

(3,889)

(5,565)

(27,166)

Net C

ash Flo

w Befo

re Fin

ancin

g(1,904)

(1,849)

(1,838)

(5,553)

(1,588)

(2,378)

329 

(2,151)

(3,827)

(17,006)

Red Kite

 Repaym

ent

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

Interest ‐ Te

rm loan

 I‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ 

DIPFin

ancin

gFees

‐‐

‐(43)

‐‐

(29)

‐(32)

(103)

DIP Fin

ancin

g Fees

‐ ‐ 

‐ (43)

‐ ‐ 

(29)

‐ (32)

(103)

Interest

‐ ‐ 

‐ (476)

‐ ‐ 

(21)

‐ (425)

(923)

Net C

ash Flo

w After Fin

ancin

g(1,904)

(1,849)

(1,838)

(6,072)

(1,588)

(2,378)

279 

(2,151)

(4,284)

(18,032)

DIP Advan

ces

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

Interco

mpan

y Advan

ces

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

Net C

ash Flo

w post D

IP(1,904)

(1,849)

(1,838)

(6,072)

(1,588)

(2,378)

279 

(2,151)

(4,284)

(18,032)

Cash

 & Eq

uivalen

ts Positio

n

Open

ing C

ash Positio

n4,965 

4,101 

2,535 

1,715 

222 

130 

130 

679 

120 

2,535 

Net C

ash Flo

w 

(1,904)

(1,849)

(1,838)

(6,072)

(1,588)

(2,378)

279 

(2,151)

(4,284)

(18,032)

DIP Fu

nding

‐ ‐ 

‐ 2,960 

379 

1,378 

269 

1,012 

1,963 

7,961 

Chap

ter 11 DIP Lo

an Dr aw

1,041 

283 

1,018 

1,618 

1,118 

1,000 

‐ 581 

2,306 

7,641 

Closin

g Cash

 Positio

n4,101 

2,535 

1,715 

222 

130 

130 

679 

120 

105 

105 

DIP Bala

nce

GBG Ltd

10,363 

10,363 

10,363 

10,363 

10,363 

10,363 

10,363 

10,363 

10,363 

10,363 

Burnsto

ne

14,624 

14,624 

14,624 

14,624 

14,624 

14,624 

14,624 

14,624 

14,624 

14,624 

Holliste

r10,750 

10,750 

10,750 

10,750 

10,750 

10,750 

10,750 

10,750 

10,750 

10,750 

Closin

g DIP Balan

ce35,737 

35,737 

35,737 

35,737 

35,737 

35,737 

35,737 

35,737 

35,737 

35,737 

DIP Draw

 ‐ 

‐ ‐ 

2,960 

379 

1,378 

269 

1,012 

1,963 

Chap

ter 11 DIP Lo

an Draw

1,041 

283 

1,018 

1,618 

1,118 

1,000 

‐ 581 

2,306 

Incre

mental D

IP/Term

 Loan Bala

nce

5,874 

6,157 

7,176 

11,754 

13,250 

15,628 

15,897 

17,490 

21,759 

21,759 

DRAFT

Privile

ged & Confid

ential

Tentative

 & Prelim

inary

Prepare

d fo

r Discu

ssion Purposes O

nly

 Page 1 o

f 4

4/23/2013, 4:27 P

M

Great B

asin Gold Ltd

. ‐ CANADA

Consolid

ated W

eekly C

ash Flo

w Fo

recast

For th

e perio

d ending Ju

ly 12, 2013

in $ 000's U

SD (e

xcept fo

r ounces an

d price

 of G

old)

Actu

alActu

al1

23

45

67

7‐W

eek

Week En

ding

5‐Apr

12‐Apr

19‐Apr

26‐Apr

3‐M

ay10‐M

ay17‐M

ay24‐M

ay31‐M

ayTo

tal

Cash

 Receipts

Gold Sales

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

Other

36 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ 

Total C

ash Receipts

36 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ 

Cash

 Disb

urse

ments

Suppliers

(6)

‐ ‐ 

‐ (30)

(5)

‐ ‐ 

(30)

(65)

Payro

ll and Ben

efits‐ 

‐ ‐ 

(513)

(27)

(3)

‐ (170)

(27)

(740)

Royalties

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

Insuran

ce‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ (21)

(21)

Other

(72)

3 

(84)

(50)

‐ ‐ 

‐ (50)

‐ (184)

Professio

nal Fees

‐ ‐ 

‐ (2,103)

‐ (955)

‐ ‐ 

(810)

(3,868)

Total C

ash Disb

urse

ments

(78)

3 

(84)

(2,666)

(57)

(963)

‐ (220)

(888)

(4,878)

Net C

ash Flo

w Before Fin

ancin

g(42)

3 

(84)

(2,666)

(57)

(963)

‐ (220)

(888)

(4,878)

Red

 Kite R

epaym

ent

‐         

‐         

‐         

‐         

‐          

‐          

‐         

‐         

‐         

‐         

DIP Fin

ancin

g Fees‐ 

‐ ‐ 

(31)

‐ ‐ 

‐ ‐ 

(12)

(42)

Interest

‐ ‐ 

‐ (476)

‐ ‐ 

‐ ‐ 

(386)

(862)

Net C

ash Flo

w Afte

r Finan

cing

(42)

3 

(84)

(3,173)

(57)

(963)

‐ (220)

(1,286)

(5,783)

DIP Advan

ces‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ 

Interco

 Non‐DIP disb

ursem

ent

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

Interco

 disb

ursem

ent

66 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ 

Net C

ash Flo

w post D

IP24 

3 

(84)

(3,173)

(57)

(963)

‐ (220)

(1,286)

(5,783)

Cash

 & Eq

uivale

nts P

ositio

n

Open

ing C

ash Positio

n270 

294 

297 

213 

(0)

(0)

(0)

(0)

(0)

297 

Net C

ash Flo

w Befo

re  DIP

24 

3 

(84)

(3,173)

(57)

(963)

‐ (220)

(1,286)

(5,783)

DIP Fu

nding

‐ ‐ 

‐ 2,960 

57 

963 

‐ 220 

1,286 

5,486 

Closin

g Cash

 Positio

n294 

297 

213 

(0)

(0)

(0)

(0)

(0)

(0)

(0)

DIP Draw

‐ ‐ 

‐ 2,960 

57 

963 

‐ 220 

1,286 

DIP Lo

an Balan

ce4,833 

4,833 

4,833 

7,794 

7,851 

8,814 

8,814 

9,034 

10,320 

10,320 

DRAFT

Privileged

 & Confid

ential

Tentative &

 Prelim

inary

Prep

ared fo

r Discu

ssion Purposes O

nly

Page 2

 of 4

4/23/2013, 4:27 PM

Great B

asin Gold Ltd

 ‐ Unite

d State

s

Consolid

ated W

eekly C

ash Flo

w Fo

recast

For th

e perio

d ending Ju

ly 12, 2013

in $ 000's U

SD (e

xcept fo

r ounces an

d price

 of G

old)

Actu

alActu

al1

23

45

67

7‐W

eek

Week En

ding

5‐Apr

12‐Apr

19‐Apr

26‐Apr

3‐M

ay10‐M

ay17‐M

ay24‐M

ay31‐M

ayTo

tal

Cash

 Receipts

Nevad

a Ounces So

ld1,000

     875

        660

        800

        650

        1,100

       1,100

     1,100

     1,100

     6,510

     

Nevad

a Price p

er Ounce

1,580

     1,580

     1,580

     1,580

     1,580

     1,580

       1,580

     1,580

     1,580

     11,060

  

1,580 

1,383 

1,043 

1,264 

1,027 

1,738 

1,738 

1,738 

1,738 

10,286 

Gold Sales

1,672 

1,419 

1,034 

1,120 

1,027 

1,738 

1,738 

1,738 

1,738 

10,133 

Other

‐ 6 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

Total C

ash Receipts

1,672 

1,425 

1,034 

1,120 

1,027 

1,738 

1,738 

1,738 

1,738 

10,133 

Cash

 Disb

urse

ment s

Suppliers

(813)

(1,507)

(1,605)

(1,206)

(1,578)

(1,221)

(1,140)

(993)

(1,466)

(9,209)

Critical V

endor P

aymen

ts‐ 

‐ ‐ 

(688)

(200)

(267)

‐ (688)

(1,622)

(3,465)

Payro

ll and Ben

efits(654)

(816)

(376)

(850)

‐ (850)

‐ (850)

(440)

(3,366)

Royalties

‐ ‐ 

‐ ‐ 

(267)

‐ ‐ 

‐ ‐ 

(267)

Insuran

ce(186)

‐ ‐ 

(186)

‐ ‐ 

‐ (186)

‐ (372)

Other

‐ (338)

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

Capital Exp

enditu

res‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ 

Ordinary C

ourse P

rofessio

nals

‐ ‐ 

‐ (85)

‐ ‐ 

‐ ‐ 

(80)

(165)

Dep

osits

(60)

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ 

Total O

peratin

g Cash

 Disb

urse

ments

(1,713)

(2,661)

(1,981)

(3,015)

(2,045)

(2,338)

(1,140)

(2,718)

(3,608)

(16,844)

Professio

nal Fees

‐ (641)

(403)

(14)

(100)

(400)

‐ (150)

(400)

(1,467)

Net C

ash Flo

w Before Fin

ancin

g(41)

(1,876)

(1,350)

(1,909)

(1,118)

(1,000)

598 

(1,130)

(2,270)

(8,178)

Chapter 1

1 DIP Fin

ancin

g Fees‐ 

‐ ‐ 

‐ ‐ 

‐ (29)

‐ (9)

(38)

Interest

‐ ‐ 

‐ ‐ 

‐ ‐ 

(21)

‐ (27)

(48)

Net C

ash Flo

w Afte

r Finan

cing

(41)

(1,876)

(1,350)

(1,909)

(1,118)

(1,000)

549 

(1,130)

(2,306)

(8,264)

Cash

 & Eq

uivale

nts P

ositio

n

Open

ing C

ash Positio

n1,217 

2,216 

623 

291 

(0)

(0)

(0)

549 

(0)

623 

Net C

ash Flo

w befo

re Term Lo

an(41)

(1,876)

(1,350)

(1,909)

(1,118)

(1,000)

549 

(1,130)

(2,306)

(8,264)

Chapter 1

1 DIP Fu

nding

1,041 

283 

1,018 

1,618 

1,118 

1,000 

‐ 581 

2,306 

7,641 

Closin

g Cash

 Positio

n2,216 

623 

291 

(0)

(0)

(0)

549 

(0)

(0)

(0)

Chapter 1

1 DIP Draw

 1,041 

283 

1,018 

1,618 

1,118 

1,000 

‐ 581 

2,306 

Chap

ter 1

1 DIP Balan

ce1,041 

1,324 

2,342 

3,960 

5,078 

6,078 

6,078 

6,659 

8,965 

8,965 

Note: C

osts in

 additio

n to

 professio

nal fees req

uired

 required

 to wind down th

e estate are not yet in

cluded

 in th

e forecast.

DRAFT

Privileged

 & Confid

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 Prelim

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ared fo

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Page 3

 of 4

4/23/2013, 4:27 PM

Great B

asin Gold Ltd

 ‐ SOUTH

 AFR

ICA

Consolid

ated

 Weekly C

ash Flo

w Fo

recast

For th

e perio

d en

ding Ju

ly 12, 2013

in $ 000's U

SD (excep

t for o

unces a

nd price o

f Gold)

Actu

al

Actu

al

12

34

56

77‐W

eek

Week En

ding

5‐Apr

12‐Apr

19‐Apr

26‐Apr

3‐M

ay10‐M

ay17‐M

ay24‐M

ay31‐M

ayTo

tal

Cash Receip

ts

Burnsto

ne Ounces So

ld‐

          ‐

          ‐

          ‐

          ‐

          ‐

            ‐

          ‐

          ‐

          ‐

          

Burnsto

ne Price p

er O

unce

‐          

‐          

‐          

‐          

‐          

‐            

‐          

‐          

‐          

‐          

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

Gold Sale

s‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ 

Other

11 

4 

‐ ‐ 

‐ ‐ 

110 

‐ ‐ 

110 

Total C

ash Receip

ts11 

4 

‐ ‐ 

‐ ‐ 

110 

‐ ‐ 

110 

Cash Disb

ursem

ents

Suppliers

(290)

(26)

(297)

(378)

(357)

(391)

(356)

(402)

(456)

(2,637)

Payro

ll and Ben

efits‐ 

‐ ‐ 

(363)

‐ ‐ 

‐ (376)

‐ (739)

Royalties

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

Insuran

ce(75)

‐ ‐ 

(71)

‐ ‐ 

‐ ‐ 

(71)

(142)

Other

(1,449)

62 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

Cap

ital Expenditu

res

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

Professio

nal Fe

es

(18)

(16)

(106)

(165)

(57)

(24)

(24)

(24)

(142)

(541)

Total C

ash Disb

ursem

ents

(1,832)

20 

(403)

(977)

(414)

(415)

(379)

(802)

(669)

(4,059)

Net C

ash Flo

w Before Fin

ancin

g(1,8

21)

24 

(403)

(977)

(414)

(415)

(269)

(802)

(669)

(3,949)

g(,

)(

)(

)(

)(

)(

)(

)(

)(,

)

Red Kite R

epaym

ent

‐ 

Guaran

tee : Tran

ter interest p

ayment

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

DIP Fin

ancin

g Fees

‐ ‐ 

‐ (12)

‐ ‐ 

‐ ‐ 

(11)

(23)

Interest

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

(12)

(12)

Net C

ash Flo

w After Fin

ancin

g(1,821)

24 

(403)

(990)

(414)

(415)

(269)

(802)

(692)

(3,984)

DIP Advan

ces

‐ 

Intero NON‐DIP Advan

ces

(66)

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ 

Interco

 Advan

ces

(66)

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ ‐ 

‐ 

Net C

ash Flo

w post D

IP(1,887)

24 

(403)

(990)

(414)

(415)

(269)

(802)

(692)

(3,984)

Cash & Eq

uiva

lents P

ositio

n

Opening C

ash Positio

n3,478 

1,591 

1,615 

1,212 

222 

130 

130 

130 

120 

1,615 

Net C

ash Flo

w incl. D

IP(1,887)

24 

(403)

(990)

(414)

(415)

(269)

(802)

(692)

(3,984)

DIP Fu

nding

‐ ‐ 

‐ ‐ 

322 

415 

269 

792 

677 

2,475 

Closin

g Cash

 Positio

n1,591 

1,615 

1,212 

222 

130 

130 

130 

120 

105 

105 

DIP Draw

‐ ‐ 

‐ ‐ 

322 

415 

269 

792 

677 

DIP Lo

an Balance

‐ ‐ 

‐ ‐ 

322 

736 

1,006 

1,797 

2,475 

2,475 

[1] N

ote: P

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tial revenue fo

r Burnsto

ne is a p

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d su

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ation.

DRAFT

Privileged

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Tentative

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Prep

ared fo

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Page 4

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4/23/2013, 4:27 P

M

RODEO CREEK – CHAPTER 11 SUMMARY

On February 25, 2013 (the “Petition Date”), Rodeo Creek Gold Inc. (“Rodeo”), Antler Peak Gold Inc. (“Antler”), Touchstone Resources Company (“Touchstone”), and Hollister Venture Corp. (“Hollister Venture” and, together with Rodeo, Antler, and Touchstone, the “Debtors”) each filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”). On March 1, 2013, the Bankruptcy Court entered an order consolidating the Debtors’ chapter 11 cases for procedural purposes only under the case captioned In re Rodeo Creek Gold Inc., Case No. 13-50301 (MKN) (Bankr. D. Nev.).

The Debtors are authorized to operate their businesses and manage their properties as debtors in possession pursuant to the Bankruptcy Code. The purpose of the chapter 11 cases is to pursue a going-concern sale of the Debtors’ Nevada mining operations (the “Sale”). On March 29, 2013, the Bankruptcy Court authorized Sidley Austin LLP to serve as general bankruptcy counsel for the Debtors. Garden City Group, Inc. serves as the Debtors’ claims, noticing, and balloting agent (the “Claims Agent”).

The United States Trustee for the District of Nevada appointed an official committee of unsecured creditors (the “Committee”).1 At a May 2, 2013 hearing, the Bankruptcy Court will consider the Committee’s application to retain Pachulski Stang Ziehl & Jones LLP as its counsel.

A. Certain First Day Relief Granted by the Bankruptcy Court

On the Petition Date, the Debtors filed various motions designed to minimize the adverse effects that the commencement of chapter 11 proceedings could have on their business operations (the “First Day Motions”). The First Day Motions sought relief intended to, among other things, (a) maintain vendor confidence and employee morale, (b) ensure the continuation of the Debtors’ cash management system and business operations, (c) facilitate a smooth transition into, and uninterrupted operations at the outset of, the chapter 11 process. After hearings on the relief requested by the Debtors in the First Day Motions the Bankruptcy Court entered the following substantive Orders:

an Interim Order, dated March 1, 2013, and a Final Order, dated March 29, 2013, (a) prohibiting the Debtors’ utility providers from altering, refusing, or discontinuing services, and (b) determining that utility providers are adequately assured of the Debtors’ future performance;

an Interim Order, dated March 1, 2013, and a Final Order, dated March 29, 2013, authorizing the Debtors to pay certain prepetition employee obligations, including honoring employee benefits programs;

1 The Committee is comprised of the following entities: (a) Quality Transportation Inc.; (b) Prometheus

Energy Group, Inc.; (c) F&H Mine Supply; (d) San Juan Drilling, Inc.; and (e) Q&D Construction, Inc.

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an Interim Order, dated March 1, 2013, and a Final Order, dated March 29, 2013, authorizing the Debtors to continue utilizing their prepetition cash management system; and

an Interim Order, dated March 1, 2013, and a Final Order, dated March 29, 2013, authorizing the Debtors to pay certain prepetition amounts owing with respect to (a) shippers and lien claimants, (b) insurance programs, (c) federal, state, and local taxes, and (d) essential vendors.

B. DIP Financing

In addition to the relief outlined above, the Bankruptcy Court has entered certain other orders regarding postpetition financing of the Debtors:

an Interim Order, dated February 27, 2013, authorizing the Debtors to (a) obtain postpetition financing, (b) use cash collateral, and (c) grant certain priming liens and superpriority claims for the benefit of the Debtors’ postpetition lenders (the “Interim DIP Order”); and

a Final Order, dated April 8, 2013, authorizing the Debtors to (a) obtain postpetition financing, (b) use cash collateral, and (c) grant certain priming liens and superpriority claims for the benefit of the Debtors’ postpetition lenders (the “Final DIP Order” and, together with the Interim DIP Order, the “DIP Orders”).

Pursuant to the DIP Orders, Rodeo and Antler are borrowers, and Hollister Venture and Touchstone, are guarantors under that certain postpetition term credit facility (the “DIP Facility”) on the terms and conditions set forth in the DIP Orders and the Amended and Restated Senior Secured Super Priority Priming Debtor-In-Possession Credit Agreement, by and between Rodeo and Antler, as borrowers, and Hollister Venture and Touchstone, as guarantors, and Credit Suisse AG (“CSAG”) as DIP Lender and DIP Agent (as it may be supplemented or otherwise modified from time to time, the “DIP Agreement”). Pursuant to the DIP Orders, the Debtors were authorized to incur, on an interim basis, $3.6 million of indebtedness under the DIP Facility and an additional $5.4 million of indebtedness, on a final basis, under the DIP Facility.

The $9 million aggregate indebtedness under the DIP Agreement is secured by: (a) first priority liens on all of the Debtors’ existing or after-acquired unencumbered property; (b) junior liens on all of the Debtors’ existing or after-acquired property that is subject to perfected and unavoidable liens in existence immediately prior to the Petition Date or to valid liens in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by the Bankruptcy Code; and (c) fully perfected first priority, senior priming liens on all prepetition collateral of (i) CSAG, in its capacity as the Agent for the lenders under the Existing Hollister Credit Facility, and (ii) CSAG, in its capacity as the Agent for the lenders under the Canadian DIP Facility.

Certain provisions of the Final DIP Order represent a compromise between the Debtors and certain of their creditor constituencies, including the Committee. Prior to the entry of the Final DIP Order, the Committee requested modifications to the Final DIP Order in an

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effort to ensure that at least $1 million dollars would be irrevocably deposited into a separate trust account (the “GUC Trust Fund”) for the benefit of the Debtors’ general unsecured creditors. The amount of money deposited into the GUC Trust Fund may be increased in the event that the Sale generates proceeds in excess of $54 million. The Debtors’ settlement with the Committee is embodied in paragraph 29 of the Final DIP Order.

The Monitor and the Applicant sought and obtained certain modifications to the Final DIP Order. These modifications were intended to ensure that (a) the Monitor obtained consultation rights in the event that the Debtors default under the DIP Facility, (b) the Applicant reserved its right to assert intercompany claims against the Debtors, and (c) the Final DIP Order would not affect the rights of the Applicant or any other party to assert, or collect from the proceeds of, Avoidance Actions or D&O Claims (as each term is defined in the Final DIP Order).

C. The Sale Process and Bidding Procedures

On the Petition Date, the Debtors filed a motion for an order of the Bankruptcy Court approving, among other items, procedures in connection with the Sale (the “Bidding Procedures”). On March 29, 2013, the Bankruptcy Court entered an Order (the “Bidding Procedures Order”) approving the Bidding Procedures and establishing certain dates related to the Sale:2

The deadline for bidders to submit their bids (the “Bid Deadline”) is April 19, 2013 at 12:00 p.m. (Eastern Time);

The auction (the “Auction”) for substantially all of the Debtors’ assets will be conducted at the New York offices of counsel to the Debtors, Sidley Austin LLP, at 787 Seventh Avenue, New York, New York 10019, on April 23, 2013, commencing at 9:00 a.m. (Eastern Time);

The deadline for objections to the Bankruptcy Court’s approval of the Sale is April 26, 2013 at 4:00 p.m. (Eastern Time);

A hearing to consider Bankruptcy Court approval of the Sale is scheduled for May 2, 2013 at 1:30 p.m. (Pacific Time) at the United States Bankruptcy Court for the District of Nevada, Foley Federal Building, 300 Las Vegas Blvd South, Las Vegas, Nevada 89101.

The Bidding Procedures, establish a process for the Debtors to solicit bids for the Nevada mining operations on the timeline set forth above. The Bidding Procedures require the Debtors to consult with (a) their professionals, (b) CSAG in its capacity as DIP Agent and agent under Existing Hollister Credit Facility, (c) those certain beneficial holders of the 8% convertible 2 The dates provided herein are the current dates scheduled by the Bidding Procedures Order. On March 1,

2013, the Bankruptcy Court entered an Order approving the Bidding Procedures and establishing a more compressed timeline to complete the Sale. Prior to March 29, 2013, however, the Committee requested certain amendments to the original bidding procedures, and CSAG requested extensions of the dates provided therein.

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debentures issued by GBGL on November 19, 2009, (d) the Monitor, (e) the Committee, and (f) the Board of Directors of GBGL (collectively, the “Consultation Parties”) in, among other things, (i) determining whether any person is a Qualified Bidder, and (ii) negotiating any offers made to purchase the Debtors’ assets and determining which is the highest or otherwise best Qualified Bid (as defined in the Bidding Procedures).

The Bidding Procedures also empower the Debtors, in consultation with the Consultation Parties, to reject any and all bids other than the highest or otherwise best Qualified Bid. The Bidding Procedures also allow for CSAG to credit bid the amount of the DIP Facility and/or the Existing Hollister Facility, subject to the satisfaction of certain obligations in cash.

In addition to selecting which Qualified Bid is the successful bid (the “Successful Bid”), the Debtors will also identify a next highest or otherwise best Qualified Bid and announce that the bidder providing such bid has been selected as the “Backup Bidder” (the Backup Bidder’s highest or otherwise best bid, the “Backup Bid”). If a Backup Bidder is identified in accordance with the Bidding Procedures, then the Backup Bid shall remain open until the closure of the Sale to the party submitting the Successful Bid.

D. Bar Dates On April 8, 2013, the Bankruptcy Court entered an order (the “Bar Date Order”)

setting deadlines for parties to file claims against the Debtors. Subject to specific exceptions concerning persons or entities that are not required to file proofs of claim, the Bankruptcy Court has established the following deadlines to file proofs of claim with the Debtor’s Claims Agent:

General Bar Date: Except as otherwise provided in the Bar Date Order, any

person or entity holding or asserting a claim against one or more of the Debtors that arose prior to the Petition Date, which may include claims of the Applicant against the Debtors, must file a proof of claim so that it is actually received by the Claims Agent on or before August 26, 2013 at 4:00 p.m. (Eastern Time);

Governmental Unit Bar Date: Each governmental unit holding or asserting a claim against one or more of the Debtors that arose prior to the Petition Date must file a proof of claim so that it is actually received by the Claims Agent on or before August 26, 2013 at 4:00 p.m. (Eastern Time); and

Rejection Damages Bar Date: A proof of claim relating to a claim arising from the Debtors’ rejection of an executory contract or unexpired lease pursuant to an order of the Bankruptcy Court must be filed so that it is actually received by the Claims Agent on or before the later of (a) the General Bar Date, or (b) thirty (30) days after the effective date of such Bankruptcy Court order.