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SHARE EXCHANGE AGREEMENT

BETWEEN

PELAWAN INVESTMENTS (PROPRIETARY) LIMITED

AND

ANOORAQ RESOURCES CORPORATION

MADE AS OF

January 21, 2004

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TABLE OF CONTENTS

SHARE EXCHANGE AGREEMENT

|ARTICLE 1 - DEFINITIONS AND
      INTERPRETATION | 1                                                                       
|------------------------------------------------ | ------------------------------------------------------------------------
|                                                 |                                                                         
|1.01                                             | Definitions                                                             
|1.02                                             | Headings                                                                
|1.03                                             | Extended Meanings                                                       
|1.04                                             | Rules of Construction                                                   
|1.05                                             | Accounting Principles                                                   
|1.06                                             | Currency                                                                
|1.07                                             | Schedules                                                               
|1.08                                             | Share Calculations                                                      
|                                                 |                                                                         
|ARTICLE 2 - SHARE EXCHANGE                       | 13                                                                      
|                                                 |                                                                         
|2.01                                             | Share Exchange and Consideration Shares                                 
|2.02                                             | Initial Consideration Shares                                            
|2.03                                             | Adjustment Consideration Shares                                         
|2.04                                             | Top-Up Consideration Shares                                             
|2.05                                             | Cancelled Consideration Shares                                          
|2.06                                             | Finalization Date                                                       
|2.07                                             | Lockup Default                                                          
|2.08                                             | Anooraq Calculations                                                    
|2.09                                             | Legends                                                                 
|2.10                                             | Closing                                                                 
|                                                 |                                                                         
|ARTICLE 3 - REPRESENTATIONS
      AND WARRANTIES | 19                                                                      
|                                                 |                                                                         
|3.01                                             | Vendors Representations and Warranties                                 
|3.02                                             | Survival of the Vendors Representations, Warranties
      and Covenants
|3.03                                             | Anooraqs Representations and Warranties                                
|3.04                                             | Survival of Anooraqs Representations, Warranties
      and Covenants   
|                                                 |                                                                         
|ARTICLE 4 - COVENANTS                            | 22                                                                      
|                                                 |                                                                         
|4.01                                             | Taxes                                                                   
|4.02                                             | Covenants of the Vendor                                                 
|4.03                                             | Covenants of Anooraq                                                    
|4.04                                             | Pelawan Trust                                                           
|4.05                                             | Shareholders Agreement                                                  
|4.06                                             | Grandfather Shareholders Documents                                      

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- ii -

|ARTICLE 5 - CONDITIONS | 25                                        
|---------------------- | ------------------------------------------
|                       |                                           
|5.01                   | Conditions for the Benefit of Both Parties
|5.02                   | Conditions for the Benefit of Anooraq     
|5.03                   | Conditions for the Benefit of the Vendor  
|5.04                   | Failure to Close                          
|                       |                                           
|ARTICLE 6 - GENERAL    | 31                                        
|                       |                                           
|6.01                   | Further Assurances                        
|6.02                   | Time of the Essence                       
|6.03                   | Amendments and Waiver                     
|6.04                   | Assignment                                
|6.05                   | Severability                              
|6.06                   | Costs                                     
|6.07                   | Confidentiality                           
|6.08                   | Benefit of the Agreement                  
|6.09                   | Breach                                    
|6.10                   | Entire Agreement                          
|6.11                   | Counterparts                              
|6.12                   | Notices                                   
|6.13                   | Governing Law                             
|6.14                   | Attornment                                

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SHARE EXCHANGE AGREEMENT

THIS
  AGREEMENT made as of January 21, 2004;

B E T W E E N:

> Pelawan Investments (Proprietary) Limited,
>           a corporation incorporated under the laws of South Africa 
>           (hereinafter referred to as the Vendor),

OF THE FIRST PART,

- and -

> Anooraq Resources Corporation, 
>           a corporation incorporated under the laws of the Province of British
>           Columbia, Canada 
>           (hereinafter referred to as Anooraq),

OF THE SECOND PART.

WHEREAS
  Anooraq holds (indirectly through Plateau) interests in the properties as described
  in Schedule A attached, including the following:

| |  | (a) | the Rietfontein Project;     
| |  | --- | -----------------------------
| |  |     |                              
| |  | (b) | the Kwanda Project; and      
| |  |     |                              
| |  | (c) | the Drenthe-Overysel Project;

AND
  WHEREAS the Vendor holds an interest in the Ga-Phasha Project, as described
  in Schedule B attached;

AND
  WHEREAS the Vendor desires to sell and Anooraq desires to purchase the Target
  Shares, against the payment of the Loan Discharge and issue of the Consideration
  Shares, upon and subject to the terms and conditions hereinafter set forth;

NOW
  THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
  the covenants and agreements herein contained and the payment by each Party
  to the other of the amount of $100, actual payment and the receipt and sufficiency
  of which is hereby acknowledged, the Parties hereto agree as follows:

ARTICLE 1 - DEFINITIONS AND INTERPRETATION

1.01                  
  Definitions

In
  this Agreement and in any supplements or amendments hereto and any certificate,
  opinion or other document herein or therein mentioned, unless something in the

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- 2 -

subject matter or context is inconsistent therewith, the following terms shall have the following meanings, respectively:

| | (a) | Actual Financings
        means, in relation to the Ga-Phasha Project or the Drenthe-Overysel Project
        (as the case may be in accordance with Section 2.06(3)), the issue by
        Anooraq of any Securities in order to finance the Equity Portion of Anooraq
        in relation to the Ga-Phasha Project or Drenthe-Overysel Project, as the
        case may be;                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | Adjustment Consideration
        Shares means, upon the occurrence of a Dilutive Financing during
        the Financing Period, that number of Common Shares required to ensure,
        taking into account the effect of the Dilutive Financing on the Current
        Shareholding of the Vendor, that the Statutory Shareholding is maintained
        at all times during the Financing Period;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | Affiliate means
        an affiliate as determined by the provisions of the Company Act(British
        Columbia);                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | Agreement means
        this agreement, including the Schedules hereto, and all amendments made
        hereto by written agreement between Anooraq and the Vendor in accordance
        with Section 6.03;                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (e) | Angloplat means
        Anglo American Platinum Corporation Limited (registration number 1946/022452/06),
        a public company incorporated under the laws of South Africa;                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (f) | Assumed Warrant Receipts
        means the aggregate strike or exercise price of all Securities entitling
        the holder thereof, against payment of such strike or exercise price,
        to acquire Common Shares (the Underlying Shares), provided
        that for the purposes of the calculation of Cash on Hand in accordance
        with Section 2.06(3):                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (g) | Bleed Share Entitlement
        means the maximum number of Consideration Shares which may, subject to
        any other applicable restrictions, be Transferred by the Vendor, from
        time to time, being:                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (A) | 1,250,000 Consideration Shares per calendar
        quarter; or                                                                                                                                                                                                                                                                                                                                       

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| | (B) | the number of Consideration Shares equal
        to 25% of the Threshold Return Entitlement from time to time; and                                                                                                                                                                                                               
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     | subject to the ability of the Vendor to carry
      forward the unutilized Bleed Share Entitlement from one calendar quarter
      or Trading Day, as the case may be, in accordance with the Shareholders
      Agreement, as envisaged in Schedule 4.05;                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (h) | Bridging Loan Agreement
        means the bridging loan facility agreement between RPM and the Vendor
        dated March 31, 2003, subject to a reinstatement and amendment of bridging
        loan agreement between RPM and the Vendor dated May 16, 2003 and a letter
        from RPM to the Vendor dated March 26, 2003;
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (i) | Business Day means
        a day other than a Saturday, Sunday or statutory public holiday in British
        Columbia or South Africa;                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (j) | Cancelled Consideration
        Shares means the Current Shareholding of the Vendor upon the Finalization
        Date less the Final Consideration Shareholding, subject to Section 2.07;                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (k) | Cash on Hand means,
        at any time, the aggregate of:                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     | (iii)                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (l) | Closing Date means
        the earlier of:                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (m) | Commercial Production
        means, in relation to the Ga-Phasha Project or the Drenthe-Overysel Project
        (as the case may be), the achievement of the throughput rate over a period,
        such rate and period to be defined:                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                                                                                                              

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| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | in a resolution of the Disinterested Majority
        updating the rate and period referred to in paragraph (i) above and in
        the event of such resolution, such updated rate and period shall prevail;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (n) | Committed Funding
        means, for the purposes of the calculation of Cash on Hand in accordance
        with Section 2.06(3), that portion of Treasury, which has, on or prior
        to the date of such calculation, been designated by a majority of the
        board of directors of Anooraq for expenditure upon the business activities,
        projects or operations of Anooraq other than those relating to the capital
        expenditures required in order to achieve Commercial Production in relation
        to the Ga-Phasha Project or the Drenthe-Overysel Project, each as respectively
        specified in the Ga-Phasha Reporting and the Drenthe-Overysel Reporting;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (o) | Common Shares means
        the common shares, without par value, in the share capital of Anooraq,
        being Anooraqs only class of issued and outstanding shares as at
        the Signature Date and all of which rank pari passuamong each
        other;                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (p) | Consideration Shares
        means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                               
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | the Initial Consideration Shares; plus                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | the Adjustment Consideration Shares, if
        any; plus                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                               
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the Top-Up Consideration Shares, if any;
        less                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                               
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | the Cancelled Consideration Shares, if
        any;                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (q) | Control, when used
        with respect to any specified person, means the power to direct the management
        and policies of such person, directly or indirectly, whether through the
        ownership of voting Securities, by contract or otherwise; and the terms
        Controlling and Controlled have corresponding
        meanings;                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (r) | Current Shareholding
        means the number of Common Shares held by the Vendor on the particular
        day for determination thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (s) | Dilutive Financing
        means any issue, or for the purposes of Section 2.06(3) any deemed issue,
        of Securities by Anooraq to a person other than the Vendor which results
        in a reduction, determined on a fully diluted basis, of the percentage
        which the Current Shareholding represents of Anooraqs aggregate
        issued and outstanding share capital;                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (t) | DME means the Government
        of South Africa acting through its Department of Minerals and Energy and
        its successors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (u) | Disinterested Majority
        means a majority of the board of directors of Anooraq, excluding the votes
        of each director who is nominated by the Vendor, but not excluding the
        votes of any director who is nominated by the Vendor and who is:                                                                                                                                                                                                                                                                                                                                                                                                                                 

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| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                               | an Independent Director; or                                                                                             
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                         
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                              | a director who is also a director or officer
        of HDI;                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (v)  | Drenthe-Overysel Project
        means the joint venture concluded between PPL and Plateau during November,
        2003 in South Africa on the farms Drenthe 778 LR and Overysel 815 LR;                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (w)  | Drenthe-Overysel Reporting
        means, in relation to the Drenthe-Overysel Project, the issue of a secondary
        report, such as a scoping study, pre-feasibility study or other study
        into the economics of the mineral reserve, detailing the expenditures
        required in order to achieve Commercial Production;                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (x)  | Drenthe-Overysel Financing
        means Financial Close in respect of the financing of the Equity Portion
        of all of the expenditures required to be made by Plateau in terms of
        with the Drenthe-Overysel Reporting and in accordance with the Drenthe-Overysel
        Project;                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (y)  | Equity Portion
        means, for the purposes of calculating the Final Consideration Shareholding
        in accordance with Section 2.06(3), that portion of the capital expenditure
        required to be undertaken by Anooraq or any Affiliate in accordance with
        the Ga-Phasha Project or the Drenthe-Overysel Project, as the case may
        be, in order to achieve Commercial Production, which portion is:
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                         
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                               | not financed by Anooraq or its Affiliates
        incurring debt obligations to third party lenders; and                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                         
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                              | designated by a Disinterested Majority
        on or prior to the date of such calculation;                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (z)  | Final Consideration Shareholding
        means the number of Consideration Shares to be held by the Vendor on the
        Finalization Date, being the aggregate of:                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                         
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                               | the Statutory Shareholding; plus                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                         
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                              | the Net Threshold Return Shareholding,
        if any; plus                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                         
| |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                             | the Net Upside Shareholding, if any,                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | subject to adjustment in accordance
        with Section 2.07;                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (aa) | Finalization Date
        means the earlier of:                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                         
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                               | the first anniversary of the Closing Date;                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                         
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                              | the first date by which both the Drenthe-Overysel
        Financing and the Ga-Phasha Financing shall have occurred; and
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                         
| |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                             | the Expiry Date in accordance with Section
        2.07(b)(i);                                                          

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- 6 -

| | (bb) | Financial Close
        means the date upon which Anooraq or its Affiliates shall have received
        the net proceeds of the aggregate subscription for or purchase of Securities
        issued or sold by Anooraq in order to finance its Equity Portion;                           
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                            
| | (cc) | Financing Period
        means the period from the Closing Date to the Finalization Date (both
        dates inclusive);                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                            
| | (dd) | Ga-Phasha Financing
        means Financial Close in respect of the financing of the Equity Portion
        of all of the expenditures required to be made by Anooraq or its Affiliates
        in terms of the Ga-Phasha Reporting and in accordance with the Ga-Phasha
        Project;
| |      |                                                                                                                                                                                                                                                                                            
| | (ee) | Ga-Phasha Reporting
        means, in relation to the Ga-Phasha Project, the issue of a bankable feasibility
        study, detailing the expenditures required in order to achieve Commercial
        Production;                                                                       
| |      |                                                                                                                                                                                                                                                                                            
| | (ff) | Grandfather Shareholders
        Documents means:                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                            
| |      | (i)                                                                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                            
| |      | (ii)                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                            
| | (gg) | HDI means Hunter
        Dickinson Inc., a corporation incorporated under the laws of Canada;                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                            
| | (hh) | HDI Management Services
        Contract means the geological, management and administration services
        agreement dated December 31, 1996 between HDI and Anooraq;                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                            
| | (ii) | HDP means any of
        the following persons:                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                            
| |      | (i)                                                                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                            
| |      | (ii)                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                            
| |      | (iii)                                                                                                                                                                                                                                                                                      

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| | (A)  | in which 52% or more of the issued voting
        shares (or other like instruments) are beneficially owned by one or more
        of the persons referred to in (i) and/or (ii); and                                                                                                                                                                                                                                                                     
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (B)  | whose management and daily business operations
        are under the Control of one or more persons referred to in (i) and/or
        (ii),                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      | provided that:                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (jj) | Independent Director
        means a director who is:                                                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (kk) | Initial Consideration
        Shares means 91,200,000 Common Shares;                                                                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ll) | Kwanda Project
        means the joint venture concluded between RPM and Plateau in South Africa
        in May, 2002 on the northern limb of the Bushveld Complex in South Africa
        on the farms Ham 699 LR, Gilead 729 LR, Elberfield 731 LR, Dorstland 768
        LR, Gibeon 730 LR, Chlun 735 LR, Swerverskraal 736 LR, Rondeboschje 295
        KR, Cyferkuil 321 KR, Haakdoornkuil 323 KR, Vaalkop 325 KR and Naboomfontein
        320 KR;
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (mm) | Loan Discharge
        means the lower of:                                                                                                                                                                                                                                                                                                                                                                                                              

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| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | the amount of ZAR8,002,879, together with
        interest accrued thereon, owed by the Vendor to RPM in relation to the
        Ga-Phasha Project in accordance with the Bridging Loan Agreement; and
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                       
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ZAR9,250,000;                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (nn) | Lockup Default
        means the occurrence, at any time prior to the Release Date, of either
        or both of the following:                                                                                                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                       
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | the Vendor or Anooraq ceasing to qualify
        as an HDP for any cause which constitutes a breach of this Agreement,
        the Grandfather Shareholders Documents or the Pelawan Trust Deed; or   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                       
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the Vendor ceasing to beneficially own
        through the Pelawan Trust at least the number of Common Shares that is
        equal to the Lockup Shareholding;                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (oo) | Lockup Shareholding
        means the number of Common Shares equal to 52% of the aggregate issued
        share capital of Anooraq (determined on a fully diluted basis) determined
        from time to time (each such time, the Calculation Date),
        provided that in respect of any Calculation Date during the Financing
        Period the aggregate issued share capital of Anooraq shall be determined
        by a Disinterested Majority for these purposes on a fully diluted basis:
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                       
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | in accordance with Section 1.08; and                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                       
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | by assuming Dilutive Financings to have
        occurred on or prior to such Calculation Date as if the Calculation Date
        is the Finalization Date in accordance with Section 2.06(3);         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (pp) | Market Price means
        the price of a Security determined on a mark to market basis using the
        weighted average of the closing price of that Security on the primary
        Canadian exchange on which it is listed for the ten (10) trading days
        preceding the date of determination, such weighted average to be determined
        by multiplying the last trade price of the day by the trading volume for
        each day in question;                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (qq) | Micawber means
        Micawber 277 (Proprietary) Limited (Registration number 2002/016481/07),
        a private company incorporated under the laws of South Africa;                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (rr) | Net Upside Shareholding
        means the higher of:                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                       
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | zero; and                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                       
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the amount determined on the Finalization
        Date in accordance with the following formula: 52% x (Current Shareholding
         (Statutory Shareholding + Threshold Return Shareholding));     

---

- 9 -

| | (ss)  | Net Threshold Return
        Shareholding means the number of Consideration Shares comprised
        by the Threshold Return Entitlement, as calculated on the Finalization
        Date;                                                                                                                                                                                                                                                                   
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (tt)  | Parties means Anooraq
        and the Vendor and Party means either one of them, as the
        context may indicate;                                                                                                                                                                                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (uu)  | Ga-Phasha Project
        means the joint venture as described in Schedule B attached;                                                                                                                                                                                                                                                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (vv)  | Pelawan Trust means
        the trust to be established in accordance with the Pelawan Trust Deed,
        which shall have at least three trustees at least one of which is a corporate
        person;                                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (ww)  | Pelawan Trust Deed
        means the trust deed to be signed by the Vendor (as founder) and the relevant
        trustees establishing the Pelawan Trust as envisaged in Section 4.04 and
        as further described in Schedule 4.4 attached;                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (xx)  | PPL means Potgietersrust
        Platinums Limited (registration number 1925/008353/06), a public company
        incorporated under the laws of South Africa, being a wholly owned subsidiary
        of Angloplat;                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (yy)  | Previous Proceeds
        means the aggregate gross CAD proceeds realized by the Vendor upon the
        Transfer of any Consideration Shares comprising the Threshold Return Entitlement
        prior to the relevant date for determination;                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (zz)  | Prime means the
        publicly quoted basic rate of interest (percent, per annum, compounded
        monthly in arrears and calculated on a 365 day irrespective of whether
        or not the year is a leap year) from time to time published by The Standard
        Bank of Southern Africa Limited as being its prime rate, as certified
        by any manager of such bank whose authority, appointment and designation
        need not be proved;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (aaa) | Properties means,
        collectively, the properties forming the subject matter of the Rietfontein
        Project, the Kwanda Project, the Drenthe-Overysel Project and the Ga-Phasha
        Project;                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (bbb) | Public Record means
        all documents filed by Anooraq on the System for Electronic Retrieval
        and Analysis (SEDAR) maintained by the Canadian Securities Administrators
        and the Canadian Depository for Securities;                                                                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (ccc) | Release Date means
        the earlier of:                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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- 10 -

| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ddd) | Rietfontein Project
        means the exploration project conducted by Plateau in South Africa on
        the farm Rietfontein 2 KS and in respect of which Plateau completed an
        option agreement with African Minerals Limited in October, 2001;                                                                                                                                                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (eee) | RPM means Rustenburg
        Platinum Mines Limited (registration number 1931/003380/06), a public
        company incorporated under the laws of South Africa, being a wholly owned
        subsidiary of Angloplat;                                                                                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (fff) | SARB means the
        Exchange Control Department of the South African Reserve Bank;                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ggg) | Securities means
        any instrument that signifies title to, or an interest in, the capital,
        assets, property, profits, earnings or royalties of a corporation or that
        signifies a creditor relationship with a corporation (where such instrument
        is evidenced by a document which is transferable by delivery, registration,
        endorsement or any combination of these) and, including:                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (hhh) | Shareholders Agreement
        means the Shareholders Agreement to be concluded between Anooraq, the
        Vendor and the Pelawan Trust as envisaged in Section 4.05 and as further
        described in Schedule 4.05 attached;                                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iii) | Signature Date
        means the date of the last signature of this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (jjj) | South Africa means
        the Republic of South Africa;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (kkk) | Statutory Shareholding
        means the minimum Current Shareholding by the Vendor which is required,
        in the reasonable assessment of Anooraq, from time to time in order for
        the Vendor to qualify as an HDP, which upon the Signature Date constitutes
        52% in respect of Anooraq and 100% in respect of the Vendor;                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (lll) | Surplus Pelawan Shareholding
        means all Common Shares held by the Vendor other than the Statutory Shareholding;
        (mmm)Target Shares means the 50 ordinary shares in the issued
        and outstanding share capital of Micawber, comprising 50% of the issued
        and outstanding share capital of Micawber upon the Closing Date, which
        are beneficially owned and registered in the name of the Vendor upon the
        Closing Date, together with all rights, benefits, entitlements and agreements
        relating thereto;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (nnn) | Threshold Return Entitlement
        means the maximum number of Consideration Shares which may, subject to
        any other applicable restrictions, be Transferred by the Vendor from time
        to time during the Financing Period, being:                                                                                                                                                                                                                                                                                                             

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| |       | (i)                                                                                                                                                                                                                                                                                                                                                                                         | the Threshold Return Shareholding; less                                                                                                                                
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                        
| |       | (ii)                                                                                                                                                                                                                                                                                                                                                                                        | the number of Consideration Shares determined
        by dividing the Previous Proceeds by the Market Price per Common Share
        at the date of such determination;
| |       |                                                                                                                                                                                                                                                                                                                                                                                            
| | (ooo) | Threshold Return Shareholding
        that number of Consideration Shares which, at the relevant time for determination
        have an aggregate Market Price equal to $9,875,000;                                                                                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                            
| | (ppp) | Time of Closing
        means 7 a.m. (Pacific Time) on the Closing Date;                                                                                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                            
| | (qqq) | Top-Up Consideration
        Shares means the Consideration Shares, if any, issued by Anooraq
        to the Vendor within five Business Days of the Finalization Date in the
        event that the Surplus Pelawan Shareholding is lower than the Net Threshold
        Return Shareholding, in accordance with Section 2.04;                                                          
| |       |                                                                                                                                                                                                                                                                                                                                                                                            
| | (rrr) | Trading Day means
        a day on which the TSX Venture Exchange is open for trading;                                                                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                            
| | (sss) | Transfer means
        to dispose of, transfer, pledge, assign, cede, encumber, mortgage, hypothecate,
        or enter into any contract, option, hedging arrangement or other arrangement
        or understanding with respect to the sale, transfer, pledge, assignment,
        cession or encumbrance of securities and Transferred shall
        have an equivalent meaning; and
| |       |                                                                                                                                                                                                                                                                                                                                                                                            
| | (ttt) | Treasury means
        all cash on hand or at a bank, representing cleared and immediately available
        funds, held by or on behalf of Anooraq.                                                                                                                                                                                                                                     

1.02Headings

The
  division of this Agreement into Articles and Sections and the insertion of headings
  are for convenience of reference only and shall not affect the construction
  or interpretation of this Agreement. The terms this Agreement, hereof,
  hereunder and similar expressions refer to this Agreement and not
  to any particular Article, Section or other portion hereof and include any agreement
  supplemental hereto. Unless something in the subject matter or context is inconsistent
  therewith, references herein to Articles and Sections are to Articles and Sections
  of this Agreement.

1.03                  
  Extended Meanings

In
  this Agreement words importing the singular number only shall include the plural
  and vice versa, words importing the masculine gender shall include the
  feminine and neuter genders and vice versa and words importing persons
  shall include individuals, partnerships, associations, trusts, unincorporated
  organizations and corporations.

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- 12 -

1.04                  
  Rules of Construction

(1)          The
  use of the word including followed by a specific example or examples
  shall not be construed as limiting the meaning of the general wording preceding
  it and the eiusdem generis rule shall not be applied in the interpretation
  of such general wording or such specific example or examples.

(2)
           The rule of construction
  that, in the event of ambiguity, the contract shall be interpreted against the
  Party responsible for the drafting or preparation of the Agreement, shall not
  apply.

1.05                  
  Accounting Principles

Wherever
  in this Agreement reference is made to a calculation to be made in accordance
  with generally accepted accounting principles, such reference shall be deemed
  to be to the generally accepted accounting principles from time to time approved
  by the Canadian Institute of Chartered Accountants, or any successor institute,
  applicable as at the date on which such calculation is made or required to be
  made in accordance with generally accepted accounting principles.

1.06                  
  Currency

All
  references to $, CAD or Dollars herein are
  to lawful money of Canada. All references to R, ZAR
  or Rand are to lawful money of South Africa.

1.07                  
  Schedules

The
  following are the Schedules annexed hereto and incorporated by reference and
  deemed to be part hereof:

Schedule
  A  Plateau: South Africa Land Holdings, December 2003; 
                            Schedule
  B  Description of Ga-Phasha Project; 
                            Schedule
  C Subscription and Shareholders Agreement; 
                            Schedule
  2.06  Calculation of Final Consideration Shareholding; 
                            Schedule
  4.04 - Pelawan Trust; 
                            Schedule
  4.05  Shareholders Agreement; and 
                            Schedule
  4.06  Grandfather Shareholders Documents.

1.08                  
  Share Calculations

All
  references to numbers of shares and the determination of numbers of shares shall
  be reflected and so determined on a fully diluted basis (that is, taking into
  account all unexpired convertible securities, subscription receipts, share warrants
  and options) and shall be subject to adjustment, as required, to take into account
  any share splits, share consolidations, capital distributions and stock dividends.

---

- 13 -

ARTICLE 2 - SHARE EXCHANGE

2.01                  
  Share Exchange and Consideration Shares

(1)           Upon
  and subject to the terms and conditions hereof and at the time of Closing, the
  Vendor hereby agrees to sell, assign, transfer and deliver the Target Shares
  to Anooraq or its nominee in accordance with Section 6.04 and Anooraq hereby
  agrees to purchase the Target Shares from the Vendor free and clear of all mortgages,
  liens, pledges, charges, claims, security issues, taxes (save as provided in
  Section 6.06(2)) and encumbrances at the time of Closing.

(2)            In
  consideration for the transfer of the Target Shares to Anooraq by the Vendor
  and the covenants of the Vendor contained in Section 4.02(4), Anooraq shall:

| | (a) | pay to RPM the Loan Discharge
        on behalf of the Lender at the later of the Time of Closing or the due
        date for the repayment to RPM by the Vendor in accordance with the Bridging
        Loan Agreement; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                             
| | (b) | issue and deliver to the Vendor
        the Consideration Shares as follows:                                                                                                                                                
| |     |                                                                                                                                                                                                                             
| |     | (i)                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                             
| |     | (ii)                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                             
| |     | (iii)                                                                                                                                                                                                                       

subject to Section 2.07 and the cancellation of the Cancelled Consideration Shares upon the Finalization Date, if required in accordance with Section 2.05.

(3)            Nothing
  contained in this Agreement shall constitute a guarantee or suretyship by Anooraq
  in respect of any liabilities of the Vendor to any person and the obligation
  of Anooraq to make the Loan Discharge in accordance with Section 2.01(2) shall
  arise only upon this Agreement becoming unconditional in accordance with Article
  5.

2.02                  
  Initial Consideration Shares

The
  Initial Consideration Shares shall be issued and delivered by Anooraq to the
  Pelawan Trust as nominee for the Vendor at the Time of Closing against delivery
  to the Vendor of a share certificate or certificates evidencing the Target Shares
  duly endorsed in blank for transfer to Anooraq or its nominee.

2.03                  
  Adjustment Consideration Shares

If,
  during the Financing Period, a Dilutive Financing occurs or, in accordance with
  Section 2.06(3) is deemed to occur, and results, or is deemed to result, in
  the Current Shareholding falling below the Statutory Shareholding, Anooraq shall,
  within five Business Days of Financial Close in respect of such Dilutive Financing,
  issue that number of Adjustment

---

- 14 -

Consideration Shares to the Vendor as may be required to make the Current Shareholding equal to the Statutory Shareholding.

2.04                  
  Top-Up Consideration Shares

If,
  upon the Finalization Date,the Surplus Pelawan Shareholding is lower
  than the Net Threshold Return Shareholding, Anooraq shall, subject to Sections
  2.06(2) and 2.07, issue to the Vendor, within five Business Days of the Finalization
  Date, that number of Top-Up Consideration Shares as are equal to such shortfall.

2.05                  
  Cancelled Consideration Shares

Upon
  the Finalization Date but subject to Sections 2.06(2) and 2.07, the Vendor shall,
  in addition to the Consideration Shares comprising the Statutory Shareholding
  (including any Adjustment Consideration Shares) and the Top-Up Consideration
  Shares (if any), retain the Consideration Shares comprising the Net Upside Shareholding
  (if any) and the Cancelled Consideration Shares shall be surrendered within
  five Business Days for cancellation and cancelled with effect from the Finalization
  Date, without the payment of any consideration by Anooraq.

2.06                  
  Finalization Date

| | (1) | Upon the Finalization Date, Anooraq shall calculate:                                                                                                                                      
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                           
| | (a) | the Statutory Shareholding, the Surplus Pelawan Shareholding,
      the Final Consideration Shareholding, the Net Threshold Return Shareholding
      and the Net Upside Shareholding; and
| |     |                                                                                                                                                                                           
| | (b) | the number of Adjustment Consideration Shares (if any), Top-Up
      Consideration Shares (if any) and Cancelled Consideration Shares (if any),                                           

as at the Finalization Date.

(2)            Anooraq
  shall notify the Vendor and the Pelawan Trust of the result of such calculations
  upon the Finalization Date in writing. For illustrative purposes only, an example
  of the workings for the calculation of the Final Consideration Shareholding
  is set out in Schedule 2.06 attached hereto. The Vendor shall have ten Business
  Days to review such calculations and shall be deemed to have accepted them in
  the event that it does not deliver a written notice to Anooraq contesting the
  correctness of such calculations by the expiry of such ten Business Day period,
  such written notice to set out the basis of the Vendors dispute. If the
  Vendor contests the correctness of such calculations and Anooraq does not accept
  such objection within two Business Days of receiving the Vendors notice
  of dispute, the dispute shall be referred in writing by either Party to the
  statutory auditors of Anooraq for determination. Such auditors shall calculate
  the Final Consideration Shareholding within fifteen Business Days of the dispute
  being referred to them. Such auditors shall make such determination acting as
  experts and not as arbitrators and their decision, in the absence of fraud or
  manifest error, shall be final and binding on the Parties. The costs of such
  auditors shall be borne by the Parties equally.

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- 15 -

(3)            If,
  upon the Finalization Date, for the purposes of calculating the Final Consideration
  Shareholding:

| | (a) | the Ga-Phasha Reporting shall not have occurred,
      a Dilutive Financing equal to $70,800,000, less Cash on Hand (without any
      duplication in relation to calculations under the other paragraphs of this
      Section 2.06(3)), shall be assumed for the purposes of such calculation;                                                                                                                                                                  
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | the Ga-Phasha Reporting shall have occurred but
      the full Ga-Phasha Financing shall not have occurred, the Dilutive Financing
      shall be assumed for calculation purposes to be equal to 30% of the capital
      expenditures required in order to achieve Commercial Production, as specified
      in the Ga-Phasha Reporting less the sum of:                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c) | the Drenthe-Overysel Reporting shall not have
      occurred, a Dilutive Financing equal to $27,600,000, less Cash on Hand (without
      any duplication in relation to calculations under the other paragraphs of
      this Section 2.06(3)), shall be assumed for the purposes of such calculation;
      and                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (d) | the Drenthe-Overysel Reporting shall have occurred
      but the full Drenthe-Overysel Financing shall not have occurred, the Dilutive
      Financing shall be assumed for calculation purposes to be equal to 30% of
      the capital expenditures required in order to achieve Commercial Production,
      as specified in the Drenthe-Overysel Reporting or, if issued, a bankable
      feasibility study on the Drenthe-Overysel Project, less the sum of:
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                              

2.07                  
  Lockup Default

In
  the event of a Lockup Default:

| | (a) | if such Lockup Default occurs during the Financing Period, Anooraq shall
      not be obliged to issue any Adjustment Consideration Shares unless it elects,
      in its sole discretion, to do so. If any Adjustment Consideration Shares
      are issued in such circumstances, the aggregate Market Price of such Adjustment
      Consideration Shares upon issue shall be deemed to constitute Previous Proceeds
      for the
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 16 -

| |     | purposes of calculating the Net Threshold Return
      Shareholding upon the Finalization Date; and                                                                                                                                                                                                                             
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                 
| | (b) | if such Lockup Default has not been cured by
      the tenth Business Day (the Expiry Date) from and including
      the date of the delivery by Anooraq to the Vendor and the Pelawan Trust
      of written notice of such Lockup Default:                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                 
| |     | (ii)                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                 
| | (A) | such option shall be exercised within 60 Business
      Days of the Expiry Date;                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                 
| | (B) | the purchase price at which such Consideration
      Shares may be purchased shall be the nominal amount of $100, which the Parties
      agree shall, by reason of the Vendor or Anooraq (as the case may be) ceasing
      to qualify as an HDP, constitute sufficient consideration and shall not
      constitute a penalty;
| |     |                                                                                                                                                                                                                                                                                                                                 
| | (C) | such rights of acquisition by Anooraq shall be
      capable of exercise only if assigned (for consideration of no more than
      $100), in the sole discretion of Anooraq, to:                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                 
| | (I) | a third party of Anooraqs choosing which
      is not an Affiliate of Anooraq and qualifies as an HDP, provided that:                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                 
| | 1.  | as a prior condition to such assignment, written notice of
      five Business Days has been given by Anooraq to the DME;                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                 
| | 2.  | such HDP has, to the extent required (in the opinion of Anooraq,
      acting reasonably), been approved by the DME;                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                 
| | 3.  | such HDP shall, as a prior condition to such assignment,
      have agreed to be bound by the terms of the Shareholders Agreement and the
      Pelawan Trust Deed; and                                                                                                                                                         

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- 17 -

| |  |  |  |      | 4.                                                                                                            | the shareholding structure of such HDP is governed by agreements
      upon substantially similar terms to the Grandfather Shareholders Documents
      that will prevent such person from losing its HDP status.                                                                                                                                                                                                                                                                                    
| |  |  |  | ---- | ------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |  |      |                                                                                                              
| |  |  |  | (II) | a trust established by Anooraq for the benefit
      of HDPs, whether then ascertained or not, provided that:
| |  |  |  |      |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |  |  |      | 1.                                                                                                            | such beneficiaries are ascertainable as a class of HDPs;                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |  |  |      |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |  |  |      | 2.                                                                                                            | such trust is not, nor does such class of beneficiaries constitute,
      an Affiliate of Anooraq; and                                                                                                                                                                                                                                                                                                                                                                                               
| |  |  |  |      |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |  |  |      | 3.                                                                                                            | the deed establishing such trust shall oblige the trustees
      thereof to transfer such Consideration Shares only to an HDP which has been
      designated in writing by a resolution of a Disinterested Majority and which
      has, to the extent required (in the opinion of Anooraq, acting reasonably),
      been approved by the DME, provided that, as a prior condition to any such
      transfer, written notice of five Business Days shall be given by such trust
      to the DME ;
| |  |  |  |      |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |  |  |      | 4.                                                                                                            | the designated HDP to which such trust transfers the Consideration
      Shares shall, as a prior condition to such transfer, have agreed to be bound
      by the terms of the Shareholders Agreement, the Pelawan Trust Deed; and                                                                                                                                                                                                                                                                  
| |  |  |  |      |                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |  |  |      | 5.                                                                                                            | the shareholding structure of such HDP is governed by agreements
      upon substantially similar terms to the Grandfather Shareholders Documents
      that will prevent such person from losing its HDP status.                                                                                                                                                                                                                                                                                    

2.08                  
  Anooraq Calculations

All
  calculations or elections made by Anooraq in accordance with this Article 2
  shall only be valid if made or confirmed by a resolution by a Disinterested
  Majority.

2.09                  
  Legends

(1)            The
  Initial Consideration Shares shall be issued in the following form at the Time
  of Closing:

---

- 18 -

| | (a) | a share certificate bearing the legends referred to in Section
      2.09(2) shall be issued in respect of that number of Initial Consideration
      Shares comprising the Lockup Shareholding at the Time of Closing; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                            
| | (b) | a separate share certificate bearing no such legend shall
      be issued in respect of the balance of the Initial Consideration Shares.                                                                                   

(2)            Each
  of the share certificates referred to in Section 2.09(1) and each share certificate
  evidencing any Adjustment Consideration Shares shall bear conspicuous legends
  on its face recording that the Common Shares evidenced by such certificate are
  subject to:

| | (a) | cancellation in accordance with Section 2.05;                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                        
| | (b) | acquisition by Anooraq in accordance with Section 2.07; and                                                                            
| |     |                                                                                                                                        
| | (c) | the Transfer restrictions contained in the Shareholders Agreement
      and such Transfer restrictions shall be set out in such legend.

(3)            Following
  the determination of the Final Consideration Shareholding upon the Finalization
  Date:

| | (a) | to the extent that the number of Consideration
      Shares evidenced by the share certificate referred to in Section 2.09(1)(a)
      is less (the Shortfall) than the Lockup Shareholding on the
      Finalization Date, the Vendor (through the Pelawan Trust) shall surrender
      the share certificate referred to in Section 2.09(1)(b) (or any replacement
      share certificate or certificates issued to the Pelawan Trust in respect
      thereof during the Financing Period) to Anooraq within five Business Days
      of the Finalization Date and Anooraq shall issue replacement share certificates
      to the Pelawan Trust in the following form:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | the Vendor shall be entitled to cause the Pelawan
      Trust to require Anooraq to issue a share certificate not bearing the portion
      of the legend referred to in Section 2.09(2)(a) in replacement of the share
      certificates referred to in Section 2.09(2).                                                                                                                                                                                                                                                                                                                                                                                                   

(4)            Upon
  the Release Date, the Vendor shall be entitled to cause the Pelawan Trust to
  require Anooraq to replace the share certificate referred to in Sections 2.09(3)(a)(i)
  and 2.09(3)(b) with replacement share certificates as follows:

| |  | (i) | a share certificate evidencing that number of Consideration Shares that
      are equal to the Statutory Shareholding at such time, bearing a legend
| |  | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------

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- 19 -



| |  |      | recording the restriction on Transfer referred to in paragraph (d) of
      Section 1 of Schedule 4.05 attached; and                                                                                              
| |  | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |      |                                                                                                                                                                                                                   
| |  | (ii) | a share certificate not bearing the legend referred to in Section 2.09(4)(i)
      in respect of the balance of such Common Shares, without prejudice to the
      provisions of the balance of this Section 2.09.

(5)            The
  replacement share certificates referred to in Sections 2.09(3) and 2.09(4) shall
  be issued by Anooraq to the Pelawan Trust within five Business Days of the delivery
  to it by the Pelawan Trust of the relevant share certificates which are to be
  replaced.

2.10                 
  Closing

The
  sale and purchase of the Target Shares shall be completed at the Time of Closing
  at the offices of Werksmans Inc., 155-5th Street, Sandown, Sandton,
  Johannesburg, South Africa and at the offices of McCarthy Tétrault LLP,
  Suite 1300, 777 Dunsmuir Street, Vancouver, British Columbia, V7Y 1K2.

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

3.01                  
  Vendors Representations and Warranties

The
  Vendor represents and warrants to Anooraq that as at the Signature Date (save
  as provided hereunder) and as at the Closing Date:

| | (a) | the Vendor is a private company duly incorporated, organized
      and subsisting under the laws of South Africa;                                                                                                                                                                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | the Vendor has good and sufficient power, authority and right
      to enter into and deliver this Agreement and to complete the transactions
      to be completed by the Vendor contemplated hereby;                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | the Vendor is an HDP and there are no agreements, options
      in existence, or securities in issue, which may result in the Vendor ceasing
      to be an HDP at any time in the future;                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                            
| | (d) | the registered and beneficial Shareholders of the Vendor
      and, to the extent that any such shareholders are trusts or artificial persons,
      the beneficiaries of such trusts and the registered and beneficial shareholders
      of such artificial persons, are the HDPs identified in the Grandfather Shareholders
      Documents;                            
| |     |                                                                                                                                                                                                                                                                                                                                                                            
| | (e) | to the best of the Vendors knowledge, the Vendor has
      disclosed, or has provided data, information or documents disclosing, all
      material information in its possession or under its control relating to
      the condition, status and prospects of the Ga-Phasha Project and none of
      this material is misleading or inaccurate in any material respect;

---

- 20 -

| | (f) | the description of the Ga-Phasha Project set
      out in Schedule B is true and accurate in all material respects;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (g) | as at the Closing Date, all of the issued and
      outstanding shares of Micawber are beneficially owned by and registered
      in the name of the Vendor (as to the Target Shares) and RPM (as to 50 ordinary
      shares, together with all rights, benefits, entitlements and agreements
      relating thereto) only;                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (h) | as at the Closing Date, the Vendor is the beneficial
      and registered owner of the Target Shares free and clear of all liens, charges,
      encumbrances and any other rights of others;                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (i) | as at the Closing Date, the Vendor has good and
      sufficient power, authority and right to enter into and deliver this Agreement
      and to transfer the legal and beneficial title and ownership of the Target
      Shares to Anooraq free and clear of all mortgages, liens, pledges, charges,
      claims, security issues, agreements and encumbrances and any other rights
      of others, but subject to the provisions of the articles of association
      of Micawber (the provisions of which have been complied with by the Vendor
      in relation to the transactions envisaged in this Agreement upon the Closing
      Date);
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (j) | there is no contract, option or any other right
      of another binding upon or which at any time in the future may become binding
      upon the Vendor to Transfer any of the Target Shares other than pursuant
      to the provisions of this Agreement; and                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (k) | neither the entering into nor the delivery of
      this Agreement nor the completion of the transactions contemplated hereby
      by the Vendor will result in the violation of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

3.02                  
  Survival of the Vendors Representations, Warranties and Covenants

(1)            The
  representations and warranties of the Vendor set forth in Section 3.01 shall
  survive the completion of the sale and purchase of the Target Shares herein
  provided for and, notwithstanding such completion shall continue in full force
  and effect for the benefit of Anooraq for a period of five years from the Closing
  Date.

(2)            The
  covenants of the Vendor set forth in this Agreement shall survive the completion
  of the sale and purchase of the Target Shares herein provided for and, notwithstanding
  such completion, shall continue in full force and effect for the benefit of
  Anooraq in accordance with the terms thereof.

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- 21 -

3.03                  
  Anooraqs Representations and Warranties

Anooraq
  represents and warrants to the Vendor that as at the Signature Date and the
  Closing Date:

| | (a) | Anooraq is a corporation duly incorporated, organized
      and subsisting under the laws of the Province of British Columbia;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | Anooraq has good and sufficient power, authority
      and right to enter into and deliver this Agreement and to complete the transactions
      to be completed by Anooraq contemplated hereby;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | Plateau is a corporation duly incorporated, organized
      and subsisting under the laws of South Africa as a private company with
      the corporate power to own its assets and to carry on its business and has
      made all necessary filings under all applicable corporate, securities and
      taxation laws or any other laws to which Plateau is subject;                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d) | neither the entering into nor the delivery of
      this Agreement nor the completion of the transactions contemplated hereby
      by Anooraq will result in the violation of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (e) | save as disclosed in the Public Record, there
      has been no change in the affairs, business, prospects, operations or condition
      of Anooraq, financial or otherwise, whether arising as a result of any legislative
      or regulatory change, revocation of any licence or right to do business,
      fire, explosion, accident, casualty, labour dispute, flood, drought, riot,
      storm, condemnation, act of God, public force or otherwise, except changes
      occurring in the usual and ordinary course of business which have not materially
      adversely affected the affairs, business, prospects, operations or condition
      of Anooraq, financial or otherwise;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (f) | save as disclosed in the Public Record, there
      is no agreement, option, understanding or commitment, or any right or privilege
      capable of becoming an agreement, for the purchase from Anooraq of its business
      or a material portion of any of its assets;                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (g) | save as disclosed in the Public Record, there
      are no actions, suits or proceedings (whether or not purportedly on behalf
      of Anooraq or Plateau) pending or threatened against or materially adversely
      affecting, or which could materially adversely affect, Anooraq or Plateau
      or any of its assets before or by any federal, provincial, municipal or
      other governmental court, department, commission,                                                                                                                                                                                                                                                          

---

- 22 -

| |     | board, bureau, agency or instrumentality, domestic or foreign,
      whether or not insured, and which might involve the possibility of any judgment
      or liability against Anooraq or Plateau;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (h) | Plateau is not conducting its business in any jurisdiction
      other than South Africa;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (i) | each of Anooraq and Plateau is conducting its business in
      compliance with all applicable laws, rules, regulations, notices, approvals
      and orders of Canada or South Africa, as the case may be, and all municipalities
      thereof in which its business is carried on, is not in breach of any such
      laws, rules, regulations, notices, approvals or orders and is duly licensed,
      registered or qualified, and duly possesses all permits and quotas, in Canada
      or South Africa, as the case may be, and all municipalities thereof in which
      Anooraq or Plateau carries on its business to enable its business to be
      carried on as now conducted and its assets to be owned, leased and operated,
      and all such licences, registrations, qualifications, permits and quotas
      are valid and subsisting and in good standing and none of the same contains
      or is subject to any term, provision, condition or limitation which has
      or may have a material adverse effect on the operation of its business or
      which may adversely change or terminate such licence, registration, qualification,
      permit or quota by virtue of the completion of the transactions contemplated
      hereby; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (j) | the operation of each of Anooraq and Plateau of its business
      is not subject to any restriction or limitation and is not in contravention
      of any law or regulation or of any decree or order of any court or other
      body having jurisdiction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

3.04                  
  Survival of Anooraqs Representations, Warranties and Covenants

(1)            The
  representations and warranties of Anooraq set forth in Section 3.03 shall survive
  the completion of the sale and purchase of the Target Shares herein provided
  for and, notwithstanding such completion, shall continue in full force and effect
  for the benefit of the Vendor for a period of five years from the Closing Date.

(2)            The
  covenants of Anooraq set forth in this Agreement shall survive the completion
  of the sale and purchase of the Target Shares herein provided for and, notwithstanding
  such completion, shall continue in full force and effect for the benefit of
  the Vendor in accordance with the terms thereof.

ARTICLE 4 - COVENANTS

4.01                  
  Taxes

Save
  as provided in Section 6.06(2), Anooraq does not assume and shall not be liable
  for any taxes whatsoever which may be or become payable by the Vendor including
  any taxes resulting from or arising as a consequence of the sale by the Vendor
  to Anooraq of the Target Shares herein contemplated, and the Vendor shall indemnify
  and save harmless Anooraq from and against all such taxes.

---

- 23 -

4.02                  
  Covenants of the Vendor

(1)            The
  Vendor shall ensure that the representations and warranties of the Vendor set
  out in Section 3.01 over which the Vendor has reasonable control are true and
  correct at the Time of Closing and that the conditions of closing for the benefit
  of both Parties or Anooraq set out in Section 5.02(1) over which the Vendor
  has reasonable control have been performed or complied with by the Time of Closing.

(2)            The
  Vendor shall promptly notify Anooraq in writing of any breach of this Agreement,
  the Grandfather Shareholders Documents or the Pelawan Trust Deed of which it
  is aware which has or may reasonably be expected to result in the Vendor or
  Anooraq ceasing to qualify as an HDP.

(3)            The
  Vendor shall permit Anooraq, through its agents and representatives, to make
  such reasonable investigation prior to the Time of Closing of the assets of
  Micawber and the Vendor and of each of their financial and legal condition as
  Anooraq considers necessary or advisable to familiarize itself with such assets
  and other matters and the Vendor shall supply any and all documents and records
  of Micawber and the Vendor to Anooraq and its agents and representatives as
  they may reasonably require. The Vendor shall also permit the inspection of
  the assets of Micawber and the Vendor prior to the Time of Closing by such federal,
  provincial or municipal authorities as Anooraq may require. Such investigations
  and inspections shall not, however, affect or mitigate the Vendors covenants,
  representations and warranties hereunder which shall continue in full force
  and effect.

(4)            The
  Vendor shall employ its reasonable endeavours to procure prior to March 31,
  2004:

| | (a) | the amendment of the Grandfather Shareholders Documents and
      the memorandum and articles of association of the Vendor to the reasonable
      satisfaction of Anooraq;                                                                                                                                                                                                                                                     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | the submission of draft applications to the DME for the amendment,
      reissue or novation, as appropriate, of all relevant leases, permits, title
      documents, agreements and constating documents to reflect that Anooraq or
      one of its Affiliates shall replace the Vendor from the Time of Closing
      as the participant in the Ga-Phasha Project and such amendment, reissue
      or novation taking place;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | the grant to Micawber by the DME of a mineral lease in respect
      of the farms referred to in paragraph 1 of Schedule B;                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | the issue by the DME of a mining authorization in accordance
      with Section 9 of the Minerals Act, 1991 (South Africa), or the equivalent
      right, licence or interest in accordance with the Mineral and Petroleum
      Development Act(South Africa) in the event that such statute comes
      into force prior to the Time of Closing, to, RPM and Anooraq, or one of
      their respective Affiliates;           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | the signature by RPM of the joint venture agreement envisaged
      in Schedule B in relation to the Ga-Phasha Project;                                                                                                                                                                                                                                                                                                         

---

- 24 -

| | (f) | the establishment of the Pelawan Trust in accordance with
      this Agreement; and                                        
| | --- | ---------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                            
| | (g) | the consent of the SARB to the performance by the Parties
      of their respective obligations in terms of this Agreement.

4.03                  
  Covenants of Anooraq

(1)            Anooraq
  shall ensure that the representations and warranties of Anooraq set out in Section
  3.03 over which Anooraq has reasonable control are true and correct at the Time
  of Closing and that the conditions of closing for the benefit of both Parties
  or the Vendor set out in Article 5 over which Anooraq has reasonable control
  have been performed or complied with by the Time of Closing.

(2)            From
  the Signature Date to the Time of Closing, Anooraq shall pay (up to a maximum
  in the aggregate of ZAR1,100,000, plus actual travel expenditures) to the Vendor
  amounts equal to the Vendors actual transaction, legal, accounting and
  travel expenses incurred to third parties in undertaking the actions required
  to achieve fulfillment of the conditions contained in Sections 5.01(1)(b), 5.01(1)(c),
  5.01(1)(d), 5.01(1)(e), 5.01(1)(h), 5.01(1)(i), 5.01(1)(l), 5.03(1)(a) and 5.03(1)(c),
  provided that the Vendor shall have employed its reasonable endeavours to minimise
  such costs through measures such as obtaining competitive quotes and agreeing
  fee caps, where appropriate. All such amounts shall be payable by Anooraq within
  five Business Days of the delivery to Anooraq of invoices detailing the relevant
  expenses, in a form satisfactory to Anooraq.

(3)            In
  the event that the events referred to in Sections 4.02(4)(a), 4.02(4)(c) and
  4.02(4)(f) have occurred by no later than March 31, 2004 and Anooraq, acting
  reasonably, is satisfied that the Vendor has employed its reasonable endeavours
  to procure the happening of the events referred to in Sections 4.02(4)(b), 4.02(4)(d),
  4.02(4)(e) and 4.02(4)(g) prior to March 31, 2004, then Anooraq shall,from April
  1, 2004 up to the Time of Closing, pay monthly (in advance) an amount equal
  to the Vendors actual working capital expenses per month, up to a maximum
  in the aggregate of ZAR550,000 per month.

(4)            The
  payments to be made in accordance with Section 4.03(3)shall commence on April
  1, 2004 and shall be made up to the Time of Closing, provided that such payments
  shall only be made within five Business Days of the delivery to Anooraq of invoices
  detailing the relevant costs and expenses, in a form satisfactory to Anooraq.

4.04                  
  Pelawan Trust

(1)            All
  Consideration Shares shall be issued to and registered in the name of the Pelawan
  Trust, as nominee for the Vendor.

(2)            The
  terms of the Pelawan Trust Deed shall include provisions substantially in accordance
  with those described in Schedule 4.04 attached.

---

- 25 -

4.05                  
  Shareholders Agreement

(1)            The
  Parties shall employ their reasonable endeavours to procure the execution, prior
  to the Time of Closing, of the Shareholders Agreement by Anooraq, the Vendor
  and the Pelawan Trust.

(2)            The
  Shareholders Agreement shall include provisions substantially in accordance
  with those described in Schedule 4.06 attached.

4.06                  
  Grandfather Shareholders Documents

The
  amendments to be made to the Grandfather Shareholders Documents in accordance
  with Section 4.02(4)(a) shall include those described in Schedule 4.06 attached.

ARTICLE 5 - CONDITIONS

5.01                  
  Conditions for the Benefit of Both Parties

(1)            The
  sale by the Vendor and the purchase by Anooraq of the Target Shares is subject
  to the following conditions, which are for the exclusive benefit of both Parties
  to be performed or complied with at or prior to the Time of Closing:

| | (a) | the approval of the sale of the Target Shares by the shareholders
      of the Vendor in accordance with section 228 of the Companies Act(South
      Africa);                                                                                                                                                                                                                         
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | the amendment, to the reasonable satisfaction of the Vendor
      and of the board of directors of Anooraq, of the articles of Anooraq and
      Micawber to reflect changes necessitated by this Agreement;                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | the delivery to Anooraq of an unconditional written waiver
      by Angloplat of its pre-emptive rights in respect of the Target Shares and
      a written confirmation by Angloplat in accordance with article 22A(i) of
      the articles of association of Micawber;                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                        
| | (d) | the signature by RPM and Anooraq, or one of their respective
      Affiliates, of the joint venture agreement envisaged in Schedule B in relation
      to the Ga-Phasha Project and such joint venture agreement becoming unconditional
      and fully effective (save in respect of any conditionality relating to this
      Agreement becoming unconditional and fully effective);
| |     |                                                                                                                                                                                                                                                                                                                                                                                        
| | (e) | the signature by Anooraq, the Vendor and the Pelawan Trust
      of the Shareholders Agreement and the Shareholders Agreement becoming unconditional
      and fully effective (save in respect of any conditionality relating to this
      Agreement becoming unconditional and fully effective);                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                        
| | (f) | the amendment, to the reasonable satisfaction of the Vendor
      and Anooraq, of the HDI Management Services Contract;                                                                                                                                                                                                                                                                

---

- 26 -

| | (g) | the finalization, to the reasonable satisfaction
      of the Vendor and Anooraq, of written protocols governing at least the following
      aspects of the management and operations of Anooraq and its Affiliates:                                                                                                                             
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                   
| |     | (i)                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                   
| |     | (ii)                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                   
| |     | (iii)                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (h) | the execution of the Pelawan Trust Deed, upon
      terms reasonably satisfactory to the Vendor and Anooraq and the issue of
      letters of authority to the trustees of the Pelawan Trust;                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (i) | the unconditional consent (or if conditional,
      upon conditions confirmed by the Parties in writing to be acceptable), in
      so far as it may be necessary, of any regulatory authorities, in South Africa,
      Canada or elsewhere, for the Parties to perform their respective obligations
      in terms of this Agreement, including:
| |     |                                                                                                                                                                                                                                                                                                                                                   
| |     | (i)                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                   
| |     | (ii)                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                   
| |     | (iii)                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                   
| |     | (iv)                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                   
| |     | (v)                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                   
| |     | (vi)                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (j) | the unconditional consent (or if conditional,
      upon conditions confirmed by the Parties in writing to be acceptable), in
      so far as it may be necessary, of Angloplat, RPM and PPL, for the Vendor
      to perform its obligations in terms of this Agreement;                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (k) | the approval by the shareholders of Anooraq of
      the transactions envisaged in this Agreement, to the extent required in
      accordance with the constating documents of Anooraq, the Company Act(British Columbia), the TSX, the TSX Venture Exchange and the securities
      laws of Canada; and                                         
| |     |                                                                                                                                                                                                                                                                                                                                                   
| | (l) | the execution by the Vendor of an escrow agreement,
      if required by the TSX Venture Exchange, in accordance with the requirements
      of the TSX Venture Exchange.                                                                                                                                                                         

---

- 27 -

5.02                  
  Conditions for the Benefit of Anooraq

(1)            The
  sale by the Vendor and the purchase by Anooraq of the Target Shares is subject
  to the following conditions, which are for the exclusive benefit of Anooraq
  and are to be performed or complied with at or prior to the Time of Closing:

| | (a) | the advertisement by the Vendor of the sale of the Target
      Shares in accordance with Section 34 of the Insolvency Act, 1936
      (South Africa) and the expiry of the period of 30 days from advertisement
      without such advertisement giving rise to claims by material creditors,
      unless such claims are settled in full prior to the Time of Closing;                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | the approval of the performance by the Vendor of its obligations
      under this Agreement by the Boards of Directors of Micawber and the Vendor;                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | the amendment of the Grandfather Shareholders Documents to
      the reasonable satisfaction of Anooraq, including the registration of such
      Memorandum and Articles of Association of the Vendor in their amended form
      with the South African Registrar of Companies;                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | the amendment, reissue or novation, as appropriate, of all
      relevant leases, permits, title documents, agreements and constating documents
      to reflect that Plateau and RPM, or one of their respective Affiliates,
      shall be the participants in the Ga-Phasha Project;                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | the issue by the DME of a mining authorization in accordance
      with Section 9 of the Minerals Act, 1991 (South Africa), or the equivalent
      right, licence or interest in accordance with the Mineral and Petroleum
      Development Act(South Africa) in the event that such statute comes
      into force prior to the Time of Closing, to RPM and Anooraq, or one of their
      respective Affiliates (if such Affiliate is the signatory of the joint venture
      agreement referred to in Section 5.01(1)(c));
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | the delivery to Anooraq of an opinion as to the fairness
      of the share exchange envisaged herein to the shareholders of the company
      on the Signature Date and the valuation of the Vendors interest in
      the Ga-Phasha Project, each upon terms reasonably satisfactory to the board
      of directors of Anooraq;                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | the delivery to Anooraq of technical reports in relation
      to the Properties, to the extent and in the form required in accordance
      with National Instrument 43-101 published by the Canadian Securities Administrators
      and to the reasonable satisfaction of Anooraq;                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h) | the completion of technical due diligence in respect of the
      Ga-Phasha Project by the engineering and geological employees and advisers
      of Anooraq to the reasonable satisfaction of Anooraq;                                                                                                                                                                                                                                                                                                                        

---

- 28 -

| | (i) | the completion of legal due diligence in respect of the Vendor,
      Micawber and the Ga-Phasha Project by the legal counsel of Anooraq to the
      reasonable satisfaction of Anooraq;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (j) | the completion of financial due diligence in respect of the
      Vendor, Micawber and the Ga-Phasha Project by the financial advisors of
      Anooraq to the reasonable satisfaction of Anooraq;                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (k) | the representations and warranties of the Vendor set forth
      in Section 3.01 shall be true and correct at the Time of Closing with the
      same force and effect as if made at and as of such time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (l) | the Vendor shall have performed or complied with all of the
      terms, covenants and conditions of this Agreement to be performed or complied
      with by the Vendor at or prior to the Time of Closing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (m) | Anooraq shall be furnished with such certificates, affidavits
      or statutory declarations of Micawber and of the Vendor or of officers of
      Micawber and of the Vendor as Anooraq or Anooraqs counsel may consider
      to be reasonably necessary in order to establish that the terms, covenants
      and conditions contained in this Agreement to have been performed or complied
      with by the Vendor or by Micawber, as the case may be, at or prior to the
      Time of Closing have been performed and complied with and that the representations
      and warranties of the Vendor herein given are true and correct at the Time
      of Closing;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (n) | all directors and officers of Micawber who were nominees
      of the Vendor shall resign if Anooraq shall have specified in writing that
      such persons should resign; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (o) | all necessary steps and proceedings shall have been taken
      to permit the Target Shares to be duly and regularly transferred to and
      registered in the name of Anooraq or its nominee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

(2)            In
  case any term or covenant of the Vendor or condition to be performed or complied
  with for the benefit of Anooraq (including any conditions for the benefit of
  both Parties) at or prior to the Time of Closing shall not have been performed
  or complied with at or prior to the Time of Closing, Anooraq may, without limiting
  any other right that Anooraq may have, at its sole option, either:

| | (a) | rescind this Agreement by notice to the Vendor, and in such
      event Anooraq shall be released from all obligations hereunder;                                                                                                                                                                                                                                                                      
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | extend the date for the fulfillment of such condition by
      written notice to the Vendor no later than the Time of Closing, provided
      that no extension of the time for fulfillment of a condition for the benefit
      of both Parties shall be effective until each Party has delivered such a
      notice, in which event the Closing Date shall be extended to such agreed
      date; or

---

- 29 -

| | (c) | waive compliance with any such term, covenant or condition in whole or
      in part on such terms as may be agreed upon without prejudice to any of
      its rights of rescission in the event of non-performance of any other term,
      covenant or condition in whole or in part; provided that no condition may
      be waived if the effect of such waiver shall be that this Agreement becoming
      effective or the performance by the Parties of this Agreement would then
      be unlawful or give rise to any fine, penalty, prohibition or other sanction.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.03                  
  Conditions for the Benefit of the Vendor

(1)            The
  sale by the Vendor and the purchase by Anooraq of the Target Shares is subject
  to the following conditions, which are for the exclusive benefit of the Vendor
  and are to be performed or complied with at or prior to the Time of Closing:

| | (a) | the completion of technical due diligence in respect of the
      Rietfontein Project, Kwanda Project, Drenthe-Overysel Project and any properties
      listed in Schedule A by the engineering and geological employees and advisers
      of the Vendor to the reasonable satisfaction of the Vendor;                                                                                                                                                                                                                                                                                 
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | Anooraq having Treasury of no less than $20,000,000;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c) | the completion of legal due diligence in respect of Anooraq,
      Plateau and the Rietfontein Project, Kwanda Project, Drenthe-Overysel Project
      and any properties listed in Schedule A by the legal counsel of the Vendor
      to the reasonable satisfaction of the Vendor;                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (d) | the approval of the performance by Anooraq of its obligations
      under this Agreement by the Board of Directors of Anooraq.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (e) | the representations and warranties of Anooraq set forth in
      Section 3.03 shall be true and correct at the Time of Closing with the same
      force and effect as if made at and as of such time;                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (f) | Anooraq shall have performed or complied with all of the
      terms, covenants and conditions of this Agreement to be performed or complied
      with by Anooraq at or prior to the Time of Closing; and                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (g) | the Vendor shall be furnished with such certificates, affidavits
      or statutory declarations of Anooraq or of officers of Anooraq as the Vendor
      or the Vendors counsel may reasonably think necessary in order to
      establish that the terms, covenants and conditions contained in this Agreement
      to have been performed or complied with by the Vendor at or prior to the
      Time of Closing have been performed and complied with and that the representations
      and warranties of Anooraq herein given are true and correct at the Time
      of Closing.

(2)            In
  case any term or covenant of Anooraq or condition to be performed or complied
  with for the benefit of the Vendor (including any conditions for the benefit
  of both Parties) at or prior to the Time of Closing shall not have been performed
  or complied with at or

---

- 30 -

prior to the Time of Closing, the Vendor may, without limiting any other right that the Vendor may have, at its sole option, either:

| | (a) | rescind this Agreement by notice to Anooraq, and in such
      event the Vendor shall be released from all obligations hereunder;                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | extend the date for the fulfillment of such condition by
      written notice to the Vendor no later than the Time of Closing, provided
      that no extension of the time for fulfillment of a condition for the benefit
      of both Parties shall be effective until each Party has delivered such a
      notice, in which event the Closing Date shall be extended to such agreed
      date; or                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c) | waive compliance with any such term, covenant or condition
      in whole or in part on such terms as may be agreed upon without prejudice
      to any of its rights of rescission in the event of non-performance of any
      other term, covenant or condition in whole or in part; provided that no
      condition may be waived if the effect of such waiver shall be that this
      Agreement becoming effective or the performance by the Parties of this Agreement
      would then be unlawful or give rise to any fine, penalty, prohibition or
      other sanction.

5.04                  
  Failure to Close

If
  the conditions contained in this Article 5 or any of them (the Unfulfilled
  Conditions) are not fulfilled or their fulfilment is not waived by the
  Time of Closing:

| | (a) | this Agreement (save for Article 1, Sections 2.01(3), 4.03(2)
      and 5.04 and Sections 6.05 to 6.14 (both inclusive), which shall remain
      of full force and effect) shall be of no force or effect from inception
      and no Party shall have any claim against any other Party for anything done
      hereunder or arising hereout;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | all amounts paid by Anooraq to or on behalf of the Vendor
      in accordance with Section 4.03 shall be deemed to constitute a loan to
      the Vendor which shall be repayable by the Vendor upon demand by Anooraq
      and which shall bear interest at the rate of Prime plus 2% (nominal annual,
      compounded monthly) from the date upon which such payment was made in accordance
      with Section 4.03 to the date of final re-payment or forgiveness thereof;                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | if any of the Unfulfilled Conditions are conditions listed
      in Sections 5.01 or 5.02 concern matters in respect of which the Vendor
      has reasonable control to ensure the fulfillment thereof and Anooraq (acting
      reasonably) is not satisfied that the Vendor has employed its reasonable
      endeavours to procure the fulfillment of such Unfulfilled Condition by the
      Time of Closing, the Vendor shall pay to Anooraq a fee equal to 100% of
      its total indebtedness in accordance with Section 5.04(b) within five Business
      Days of the Time of Closing, the debt in respect of such fee to accrue interest
      at the rate of Prime plus 2% (nominal annual, compounded monthly) from the
      date upon which such debt falls due to the date of final payment thereof;
      and

---

- 31 -

| | (d) | if any of the Unfulfilled Conditions are conditions listed in Sections
      5.01 or 5.03 concern matters in respect of which Anooraq has reasonable
      control to ensure the fulfillment thereof and the Vendor (acting reasonably)
      is not satisfied that Anooraq has employed its reasonable endeavours to
      procure the fulfillment of such Unfulfilled Condition by the Time of Closing,
      the loan referred to in Section 5.04(b), together with all interest thereon,
      shall be forgiven by Anooraq.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE 6 - GENERAL

6.01                  
  Further Assurances

Each
  of Anooraq and the Vendor shall from time to time execute and deliver all such
  further documents and instruments and do all acts and things as the other party
  may, either before or after the Closing Date, reasonably require to effectively
  carry out or better evidence or perfect the full intent and meaning of this
  Agreement.

6.02                  
  Time of the Essence

Time
  shall be of the essence of this Agreement.

6.03                  
  Amendments and Waiver

No
  modification of or amendment to this Agreement shall be valid or binding unless
  set forth in writing and duly executed by both of the Parties hereto. No waiver
  of any breach of any term or provision of this Agreement shall be effective
  or binding unless made in writing and signed by the Party purporting to give
  the same and, unless otherwise provided, shall be limited to the specific breach
  waived. No modification, amendment or waiver in accordance with this Section
  6.03 shall be valid and binding on Anooraq unless approved by a Disinterested
  Majority. No modification, amendment or waiver of any of the provisions of Section
  2.07 prior to the Release Date shall be valid without the prior express written
  consent of the Pelawan Trust.

6.04                  
  Assignment

This
  Agreement may not be assigned by the Vendor without the written consent of Anooraq
  . This Agreement may, with the consent of the Vendor, which consent shall not
  be unreasonably withheld, be assigned by Anooraq to an Affiliate of Anooraq,
  provided that such Affiliate enters into a written agreement with the Vendor
  to be bound by the provisions of this Agreement in all respects and to the same
  extent as Anooraq is bound and provided that Anooraq shall continue to be bound
  by all the obligations hereunder as if such assignment had not occurred and
  perform such obligations to the extent that such Affiliate fails to do so.

6.05                  
  Severability

It
  is agreed that each section of this agreement is severable, the one from the
  other, and if any Section is found to be defective or unenforceable for any
  reason by any competent court, then the remaining Sections shall be of full
  force and effect, except to the extent that such Section goes to the root of
  this Agreement.

---

- 32 -

6.06                  
  Costs

(1)           Subject
  to Section 4.03, each of the parties hereto shall pay their respective legal
  and accounting costs and expenses incurred in connection with the preparation,
  execution and delivery of this Agreement and all documents and instruments executed
  pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

(2)           Anooraq
  shall be liable to make payment of all stamp duty due to the South African Revenue
  Services in respect of the Transfer of the Target Shares in accordance with
  Section 2.01.

6.07                  
  Confidentiality

(1)           Save
  to the extent required under any applicable law, no public announcement or press
  release concerning the sale and purchase of the Target Shares shall be made
  by Anooraq or the Vendor without the prior consent and joint approval of Anooraq
  and the Vendor, which consent or approval shall not be unreasonably withheld.

(2)           All
  information or documents which may be made available by each Party to the others
  in connection with the sale of the Target Shares, whether prior to or after
  the Signature Date, shall be kept in the strictest confidence.

(3)           Except
  to the extent required in order to procure the fulfilment of the conditions
  in Article 5, no Party shall be entitled to disclose to any third party the
  nature or terms and conditions of this Agreement or the transactions envisaged
  herein without the prior written consent of the other Parties, except as may
  be required to comply with any applicable governmental or regulatory authority,
  rule, regulation or order, including the filings and disclosures required under
  the securities laws governing the business or activities of either Party.

6.08                  
  Benefit of the Agreement

This
  Agreement shall enure to the benefit of and be binding upon the respective heirs,
  executors, administrators, successors and permitted assigns of the parties hereto.

6.09                  
  Breach

(1)           Without
  prejudice to the provisions of Section 2.07 or Article 5, no Party (the Aggrieved
  Party) shall be entitled to rescind this Agreement as a consequence of
  any breach of any covenant, representation or warranty by the other Party (the
  Defaulting Party), unless the Defaulting Party has failed to remedy
  such breach within 14 days of receipt of written notice from the Aggrieved Party
  to do so and the breach is incapable of being remedied by payment of monetary
  compensation, or if it is capable of being so remedied the Defaulting Party
  fails to pay the amount concerned to the Aggrieved Party within 14 Business
  Days after such amount has been determined.

(2)           Without
  prejudice to the provisions of Sections 2.07 or Article 5, no liability shall
  attach to the Defaulting Party in respect of any breach of a covenant, representation,
  or warranty contained in this Agreement in relation to any established claim
  or loss sustained by Aggrieved

---

- 33 -

Party which individually is less than $5,000 and, when aggregated with other
  such claims or losses, is of an amount less than $10,000.

6.10                  
  Entire Agreement

This
  Agreement constitutes the entire agreement between the Parties hereto with respect
  to the subject matter hereof and cancels and supersedes any prior understandings
  and agreements between the Parties hereto with respect thereto. There are no
  representations, warranties, terms, conditions, undertakings or collateral agreements,
  express, implied or statutory, between the Parties other than as expressly set
  forth in this Agreement.

6.11                  
  Counterparts

This
  Agreement may be executed in several counterparts and by facsimile and each
  of such signed counterparts shall be deemed to be an original and shall together
  constitute a single instrument.

6.12                  
  Notices

Any
  demand, notice or other communication to be given in connection with this Agreement
  shall be given in writing and shall be given by personal delivery, by registered
  mail or by electronic means of communication addressed to the recipient as follows:

To
  Anooraq:

Ronald
  W. Thiessen, CEO & President; and
                            Jeffrey
  R. Mason, CFO 
                            Anooraq
  
                            1020
   800 West Pender Street 
                            Vancouver,
  B.C. V6C 2V6

Facsimile
  No.: (604) 684-8092

To
  the Vendor:

Tumelo
  Motsisi 
                            Executive
  Chairman 
                            First
  Floor, Northeast Wing 
                            43
  Wierda Road West 
                            Wierda
  Valley, Sandton 
                            South
  Africa 2196

Facsimile
  No.: (011) 883 0836

or to such other address, individual or electronic communication number as
  may be designated by notice given by either party to the other. Any demand,
  notice or other communication given by personal delivery shall be conclusively
  deemed to have been given on the day of actual delivery thereof and, if given
  by registered mail, on the fifth Business Day following the deposit

---

- 34 -

thereof in the mail and, if given by electronic communication, on the day
  of transmittal thereof if given during the normal business hours of the recipient
  and on the Business Day during which such normal business hours next occur if
  not given during such hours on any day. If the party giving any demand, notice
  or other communication knows or ought reasonably to know of any difficulties
  with the postal system which might affect the delivery of mail, any such demand,
  notice or other communication shall not be mailed but shall be given by personal
  delivery or by electronic communication.

6.13                  
  Governing Law

This
  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.

6.14                  
  Attornment

For
  the purpose of all legal proceedings this Agreement shall be deemed to have
  been performed in the Province of British Columbia and the courts of the Province
  of British Columbia shall have jurisdiction to entertain any action arising
  under this Agreement. Anooraq and the Vendor each hereby attorns to the jurisdiction
  of the courts of the Province of British Columbia. The Vendor hereby nominates,
  constitutes and appoints Fasken Martineau LLP, Barristers and Solicitors, of
  the City of Vancouver its true and lawful attorney, to act as such, and to sue
  and be sued, plead or be impleaded in any court in the Province of British Columbia,
  and generally on behalf of the Vendor and within British Columbia to accept
  service of process, and to receive all lawful notices. Until due and lawful
  notice of the appointment of another and subsequent attorney in the Province
  of British Columbia has been given to and accepted by the Vendor, service of
  process or of papers and notices upon the said Vendor shall be accepted by the
  Vendor as sufficient service in the premises.

IN WITNESS WHEREOF the parties have executed this Agreement.

| |      | Pelawan Investments (Proprietary) Limited |    
| | ---- | ----------------------------------------- | ---
| |      |                                           |    
| | Per: |                                           |    
| |      | •                                         |    
| |      |                                           | c/s
| |      |                                           |    
| |      | •                                         |    
| |      | Anooraq Resources Corporation             |    
| |      |                                           |    
| | Per: |                                           |    
| |      | •                                         |    
| |      |                                           | c/s
| |      |                                           |    
| |      | •                                         |    

---

- 35 -

|SIGNED, SEALED AND DELIVERED | ) |   | 
|---------------------------- | - | - | 
|in the presence of:          | ) |   | 
|                             | ) |   | 
|                             | ) |   | 
|Witness                      | ) | • | 
|                             | ) |   | 
|                             | ) |   | 
|Witness                      | ) | • | 

---

SCHEDULE A

Plateau South Africa Land Holdings 
  December 2003

|Owner                                | Year
      Acquired | Farm
      Name      | Portion                | Area
      (hectares)
|------------------------------------ | ------------------- | -------------------- | ---------------------- | ---------------------
|DME                                  |                     |                      |                        |                      
|                                     | 1999                | Dorstland 768 LR     | Ptn 3 (a Ptn of Ptn1)  | 42.83                
|                                     | 1999                | Dorstland 768 LR     | Ptn 2 (a Ptn of Ptn 1) | 472.91               
|                                     | 1999                | Dorstland 768 LR     | Re of 1                | 430.09               
|                                     | 1999                | Dorstland 768 LR     | Mineral Area 1         | 514.87               
|                                     | 2002                | Noord Holland 775 LR | All                    | 1,228.82             
|                                     | 1999                | Witrivier 777 LR     | 1                      | 767.42               
|                                     | 1999                | Witrivier 777 LR     | Re                     | 788.97               
|Total
      Area:                    |                     |                      |                        | 4,245.91             
|Lebowa                               |                     |                      |                        |                      
|Mineral                              | 1999                | Drenthe 778 LR       | All                    | 1,538.30             
|Trust                                | 2001                | Malokongskop 780 LR  | All                    | 1,440.92             
|                                     | 1999                | Rietfontein 2 KS     | All                    | 2,878.03             
|Total
      Area:                    |                     |                      |                        | 5,857.25             
|PRIVATE                              |                     |                      |                        |                      
|                                     | 2001                | Elandsfontein 766 LR | 2                      | 747.61               
|                                     | 2001                | Elandsfontein 766 LR | 1                      | 428.27               
|                                     | 2001                | Hamburg 737 LR       | All                    | 2,126.40             
|                                     | 2002                | Chlun 735 LR         | All                    | 1,215.06             
|                                     | 2002                | Cyferkuil 321 KR     | All                    | 2,061.78             
|                                     | 2002                | Elberfield 731 LR    | All                    | 2,544.74             
|                                     | 2002                | Gibeon 730 LR        | All                    | 1,848.89             
|                                     | 2002                | Gilead 729 LR        | All                    | 2,085.08             
|                                     | 2002                | Haakdoornkuil 323 KR | All                    | 2,818.50             
|                                     | 2002                | Ham 699 LR           | All                    | 1,852.71             
|                                     | 2002                | Naboomfontein 320 KR | All                    | 2,664.73             
|                                     | 2003                | Overysel 815 LR      | % of All               | 637.57               
|                                     | 2002                | Rondeboschje 295 KR  | All                    | 1,525.03             
|                                     | 2002                | Swerverskraal 736 LR | All                    | 2,404.10             
|                                     | 2002                | Vaalkop 325 KR       | All                    | 2,428.45             
|Total
      Area:                    |                     |                      |                        | 27,388.92            
|Total Land Holdings (hectares) 2003: |                     | 37,492.08           

---

SCHEDULE B

Description of Ga-Phasha Project

|1. | The DME is, as at the Signature Date, the holder
      of the mineral rights in respect of the farms Avoca 472 KS and De Kamp 507
      KS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | RPM has contributed to Micawber its mineral rights
      in respect of the farm Klipfontein 465KS, the remaining extent of the farm
      Paschaskraal 466KS and portion 1 of the farm Paschaskraal 466KS. In consideration
      for such mineral rights Micawber has issued to RPM ordinary shares comprising
      50% of its issued share capital.                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | The properties referred to in paragraphs 1 and
      2 above shall collectively be referred to hereunder as the Farms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | On August 26, 2002, Angloplat, acting on behalf
      of Micawber, applied for a mining licence in terms of Section 9 of the Minerals
      Act, 1991 (South Africa), in respect of, among others, the farms referred
      to in paragraph 2 above. The terms of such application include:                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5. | The BEE Partner has been agreed by Angloplat,
      the DME and the Vendor to be the Vendor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6. | On November 21, 2002 Angloplat, acting for and
      on behalf of the Anglo American Platinum Corporation Group of Companies,
      and the Vendor executed a term sheet (the Salient Principles)
      setting out the essential principles upon which such parties would enter
      into a joint venture for the mining and operation of a mine on the Farms.                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7. | In terms of a telefax to the DME dated December
      11, 2002 the Vendor confirmed that the DME has agreed and intends to grant
      a consent pursuant to the provisions of Section 9(2) of the Minerals
      Act, 1991(South Africa) for the Vendor to conduct mining activities
      in and on the farms referred to in paragraph 1 above. A copy of such telefax,
      including the Salient Principles, is attached as Schedule B(a). Pursuant
      to such telefax, the Vendor nominated Micawber as the lessee under an intended
      mineral lease from the DME in respect of the farms referred to in paragraph
      1 above.

---

- 2 -

|8. | A mining license in terms of Section 9 of the Minerals
      Act, 1991 (South Africa) was issued by the DME to Micawber in respect
      of the farms referred to in paragraph 2 above during April, 2003.                                                         
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                    
|9. | In accordance with the Salient Principles, upon the grant
      of the mineral leases by the DME in respect of the farms referred to in
      paragraph 1 above to Micawber, 50% of the entire issued share capital in
      Micawber will be issued to the Vendor.

---

SCHEDULE B(a)

Telefax to DME dated December 11, 2002

---

SCHEDULE C

Subscription and Shareholders Agreement

---

SCHEDULE 2.06

Calculation of Final Consideration Shareholding

|Formulae      |       |   |                                                                                                   
|------------- | ----- | - | --------------------------------------------------------------------------------------------------
|              |       |   |                                                                                                   
|Adjustment    |       |   |                                                                                                   
|Consideration |       |   | number of shares required to ensure that the
      Statutory Shareholding is maintained during the
|Shares        | ACS   | = | Financing Period                                                                                  
|              |       |   | (52% Issued ARQ) less                                                                             
|              |       |   | Current Shareholding                                                                              
|              |       |   | If greater than 0                                                                                 
|              |       |   |                                                                                                   
|              | ACS   | = | SS - CSH                                                                                          
|              |       |   |                                                                                                   
|Current       |       |   |                                                                                                   
|Shareholding  | CSH   | = | Total number of Common Shares held by Vendor                                                      
|              |       |   |                                                                                                   
|Final         |       |   |                                                                                                   
|Consideration |       |   |                                                                                                   
|Shareholding  | FCS   | = | the number of Consideration Shares conclusively
      determined on the Finalization date         
|              |       |   |                                                                                                   
|              | FCS   | = | Statutory Shareholding plus                                                                       
|              |       |   | Net Threshold Return Shareholding plus                                                            
|              |       |   | Net Upside Shareholding                                                                           
|              |       |   |                                                                                                   
|              | FCS   | = | SS + NTRS + NUSH                                                                                  
|              |       |   |                                                                                                   
|Initial       |       |   |                                                                                                   
|Consideration |       |   |                                                                                                   
|Shares        | ICS   | = | 91,200,000                                                                                        
|              |       |   |                                                                                                   
|Net Upside    |       |   |                                                                                                   
|Shareholding  | NUSH  | = | 52% x (Current Shareholding  (Statutory
      Shareholding + Threshold Return Shareholding))     
|              |       |   | If less than 0, then 0                                                                            
|              |       |   |                                                                                                   
|              | NUSH  | = | 52% X (CSH - (SS + TRSH))                                                                         
|              |       |   |                                                                                                   
|Net Threshold |       |   |                                                                                                   
|Return        |       |   |                                                                                                   
|Shareholding  | NTRSH | = | Threshold Return Entitlement calculated on Finalization
      date                                
|              |       |   |                                                                                                   
|              | NTRSH | = | TRE (on Finalization Date)                                                                        

---

- 2 -

|Cancelled        |      |   |                                                                                         
|---------------- | ---- | - | ----------------------------------------------------------------------------------------
|Consideration    |      |   |                                                                                         
|Shares           | CCS  | = | Current Shareholding of the Vendor upon the
      Finalization Date less                
|                 |      |   | Final Consideration Shareholding                                                        
|                 |      |   |                                                                                         
|                 | CCS  | = | CSH - FCS                                                                               
|                 |      |   |                                                                                         
|Previous         |      |   | Aggregate gross CAD proceeds realized by
      the Vendor on transfer of Consideration  
|Proceeds         | PP   | = | Shares during the Financing Period.                                                     
|                 |      |   |                                                                                         
|Statutory        |      |   |                                                                                         
|Shareholding     | SS   | = | minimum Vendor shareholding required to qualify
      ARQ as an HDP as at Signature Date
|                 |      |   |                                                                                         
|                 | SS   | = | (52% * Issued ARQ Shares)                                                               
|                 |      |   |                                                                                         
|Surplus Pelawan  |      |   |                                                                                         
|Shareholding     | SPS  | = | Current Shareholding of the Vendor less                                                 
|                 |      |   | the Statutory Shareholding                                                              
|                 |      |   |                                                                                         
|                 | SPS  | = | CSH - SS                                                                                
|                 |      |   |                                                                                         
|Threshold Return |      |   |                                                                                         
|Entitlement      | TRE  | = | Threshold Return Shareholding less                                                      
|                 |      |   | Previous Proceeds divided by Market Price                                               
|                 |      |   |                                                                                         
|                 | TRE  | = | TRSH - (PP / Market price)                                                              
|                 |      |   |                                                                                         
|Threshold Return |      |   |                                                                                         
|Shareholding     | TRSH | = | number of Consideration Shares which have a
      Market Price equal to CAD 9,875,000   
|                 |      |   |                                                                                         
|                 | TRSH | = | (CAD 9,875,000 / Market Price )                                                         
|                 |      |   |                                                                                         
|Top Up           |      |   |                                                                                         
|Consideration    |      |   |                                                                                         
|Shares           | TUCS | = | Net Threshold Return Shareholding less                                                  
|                 |      |   | Surplus Pelawan Shareholding                                                            
|                 |      |   | If greater than 0                                                                       
|                 |      |   |                                                                                         
|                 | TUCS | = | NTRSH - SPS                                                                             

---

- 3 -

|Example                               |             |  
|------------------------------------- | ----------- | -
|                                      | Shares      |  
|                                      |             |  
|Current issued shares                 | 54,008,977  |  
|                                      |             |  
|Initial Consideration Shares (ICS)    | 91,200,000  |  
|                                      |             |  
|Common Shares issued during           |             |  
|Financing Period                      | 145,208,977 |  
|                                      |             |  
|                                      | Shares      |  
|                                      |             |  
|Current fully diluted Common Shares   | 64,043,811  |  
|Initial Consideration Shares (ICS)    | 91,200,000  |  
|                                      |             |  
|Aggregate Common Shares in issue      |             |  
|after Time of Closing (fully diluted) | 155,243,811 |  
|                                      |             |  
|Cash on Hand                          |             |  
|                                      |             |  
|Cash on Hand                          | 57,375,045  |  
|                                      |             |  
|Equity Portion required               |             |  
|                                      |             |  
|Paasha Project                        | 70,800,000  |  
|                                      |             |  
|Drenthe  Overysel                    | 27,600,000  |  
|                                      |             |  
|Less: Cash on Hand                    | (57,375,045 | )
|                                      |             |  
|                                      | 41,024,955  |  

|Dilutive Financings (deemed)     |            |  |      |  |            | 
|-------------------------------- | ---------- |  | ---- |  | ---------- | 
|                                 |            |  |      |  |            | 
|Ga-Phasha Project                | 7,889,414  |  | 2.60 |  | 20,512,478 | 
|                                 |            |  |      |  |            | 
|Drenthe  Overysel Project       | 7,889,414  |  | 2.60 |  | 20,512,478 | 
|                                 |            |  |      |  |            | 
|Common Shares issued in Dilutive |            |  |      |  |            | 
|Financings (deemed)              | 15,778,829 |  |      |  | 41,024,955 | 

|Finalization date                   |             | 
|----------------------------------- | ----------- | 
|                                    |             | 
|Aggregate Common Shares in issue at |             | 
|Finalization Date (fully diluted)   | 171,022,640 | 
|                                    |             | 
|Market Price at Finalization Date   | 2.60        | 
|                                    |             | 
|Threshold Return Shareholding sold  | 3,798,077   | 
|ARQ share price achieved for        |             | 
|Previous Proceeds                   | 2.60        | 
|                                    |             | 
|Previous Proceeds                   | 9,875,000   | 

|Statutory Shareholding |   |                           | 
|---------------------- | - | ------------------------- | 
|                       |   |                           | 
|SS                     | = | (52% X Issued ARQ Shares) | 
|                       | = | (52% X 171,022,640)       | 
|                       |   |                           | 
|                       | = | 88,931,773                | 

---

- 4 -

|Additional Consideration Shares |   |                                               | 
|------------------------------- | - | --------------------------------------------- | 
|                                |   |                                               | 
|ACS                             | = | SS  ICS                                      | 
|                                | = | 88,931,773 - 91,200,000                       | 
|                                |   |                                               | 
|(If < 0, then 0)                | = | 0                                             | 
|                                |   |                                               | 
|Statutory Shareholding          |   |                                               | 
|                                |   |                                               | 
|SS                              | = | (52% X Issued ARQ Shares)                     | 
|                                | = | (52% X 171,022,640)                           | 
|                                |   |                                               | 
|                                | = | 88,931,773                                    | 
|                                |   |                                               | 
|Threshold Return Shareholding   |   |                                               | 
|                                |   |                                               | 
|TRSH                            | = | (CAD 9,875,000 / Market price)                | 
|                                |   |                                               | 
|                                | = | (9,875,000 / 2.60)                            | 
|                                |   |                                               | 
|                                | = | 3,798,077                                     | 
|                                |   |                                               | 
|Previous Proceeds               |   |                                               | 
|                                |   |                                               | 
|PP                              | = | Aggregate CAD proceeds                        | 
|                                |   |                                               | 
|                                | = | 9,875,000                                     | 
|                                |   |                                               | 
|Threshold Return Entitlement    |   |                                               | 
|                                |   |                                               | 
|TRE                             | = | TRSH - (PP / Market Price)                    | 
|                                |   |                                               | 
|                                | = | 3,798,077 - (9,875,000 / 2.60)                | 
|                                |   |                                               | 
|                                | = | 0                                             | 
|                                |   |                                               | 
|Current Shareholding            |   |                                               | 
|                                |   |                                               | 
|CSH                             | = | Actual shareholding                           | 
|                                |   |                                               | 
|(in this example)               | = | 87,401,923                                    | 
|                                |   |                                               | 
|Surplus Pelawan Shareholding    |   |                                               | 
|                                |   |                                               | 
|SPS                             | = | CSH - SS                                      | 
|                                | = | 87,401,923 - 88,931,773                       | 
|                                |   |                                               | 
|                                | = | (1,529,850)                                   | 
|                                |   |                                               | 
|Net Upside Shareholding         |   |                                               | 
|                                |   |                                               | 
|NUSH                            | = | 52% X (CSH - (SS + TRSH))                     | 
|                                |   |                                               | 
|                                | = | 52% X (87,401,923 - (88,931,773 + 3,798,077)) | 
|                                |   |                                               | 
|(If <0, then
      0)           | = | 0                                             | 

---

- 5 -

|Net Threshold Return Shareholding |   |                                | 
|--------------------------------- | - | ------------------------------ | 
|                                  |   |                                | 
|NTRSH                             | = | TRSH - (PP / Market Price)     | 
|                                  | = | 3,798,077 - (9,875,000 / 2.60) | 
|                                  |   |                                | 
|                                  | = | 0                              | 
|                                  |   |                                | 
|Top Up Consideration Shares       |   |                                | 
|                                  |   |                                | 
|TUCS                              | = | NTRSH - SPS                    | 
|                                  | = | 0 - (1,529,850)                | 
|                                  |   |                                | 
|(If <0, then 0)                   | = | 1,529,850                      | 
|                                  |   |                                | 
|Current Shareholding              |   |                                | 
|                                  |   |                                | 
|CSH                               | = | Actual shareholding            | 
|                                  |   |                                | 
|(in this example)                 | = | 88,931,773                     | 
|                                  |   |                                | 
|Final Consideration Shareholding  |   |                                | 
|                                  |   |                                | 
|FCS                               | = | SS + NTRSH + NUS               | 
|                                  |   |                                | 
|                                  | = | 88,931,773 + 0 + 0             | 
|                                  |   |                                | 
|                                  | = | 88,931,773                     | 
|                                  |   |                                | 
|Cancelled Consideration Shares    |   |                                | 
|                                  |   |                                | 
|CCS                               | = | CSH - FCS                      | 
|                                  |   |                                | 
|                                  | = | 88,931,773 - 88,931,773        | 
|                                  |   |                                | 
|                                  | = | 0                              | 

---

SCHEDULE 4.04

Pelawan Trust

The Pelawan Trust Deed shall provide that:

|(a) | the Pelawan Trust shall deposit the certificates evidencing
      the Consideration Shares with an investment dealer jointly approved by the
      Parties and shall appoint such investment dealer to act as its custodian
      in respect of the Consideration Shares and to attend to all Transfers in
      accordance with this Agreement and the Pelawan Trust Deed, such appointment
      to be on terms obliging such investment dealer to report to Anooraq, the
      Vendor and the Pelawan Trust promptly with regard to any Transfer of such
      Consideration Shares, with details as to net proceeds, number of Consideration
      Shares Transferred, the transferee and the date of Transfer;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b) | save in relation to the Cancelled Consideration Shares, any
      Transfer of the Consideration Shares shall require the prior express written
      approval of the SARB and the Vendor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c) | save in relation to the Cancelled Consideration Shares, the
      Pelawan Trust shall not Transfer the Consideration Shares comprising the
      Statutory Shareholding without the prior express written approval of the
      DME;                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(d) | the Pelawan Trust may not Transfer any Consideration Shares
      other than in accordance with the Shareholders Agreement or this Agreement
      without the prior express written consent of Anooraq, such consent to be
      valid only if approved by a resolution of a Disinterested Majority;                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(e) | the Pelawan Trust Deed may not be amended without the prior
      express written consent of the SARB, the DME and Anooraq (such consent to
      be valid only if approved by a resolution of a Disinterested Majority) and
      the trustees of the Pelawan Trust may not be replaced without such prior
      express written consent;                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(f) | prior to the Release Date, the Pelawan Trust may not agree
      to any amendments of those provisions of this Agreement, the Shareholders
      Agreement or the Grandfather Shareholders Documents which concern the Lockup
      Shareholding;                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(g) | the Pelawan Trust shall deliver for cancellation to Anooraq
      or its nominee the share certificates evidencing the Cancelled Consideration
      Shares no later than two Business Days following the Finalization Date or,
      in the event of a dispute in accordance with Section 2.06, no later than
      two Business Days of the determination of such dispute in accordance with
      Section 2.06.                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(h) | the Pelawan Trust shall surrender the share certificates
      required to be replaced in accordance with Section 2.09 within five Business
      Days of receiving written notice to do so in accordance from the Vendor
      or Anooraq, as the case may be;                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(i) | the shareholders of the Vendor shall deposit with the Pelawan
      Trust all share certificates evidencing their shareholdings in the Vendor
      and to the extent that any such shareholder                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

- 2 -

|    | is an artificial person, the persons who hold the issued
      share capital of such shareholder shall deposit with the Pelawan Trust all
      share certificates evidencing such shareholdings in that shareholder;                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                 
|(j) | the Pelawan Trust shall not release any of the share certificates
      deposited in accordance with paragraph (h) above other than in accordance
      with the Grandfather Shareholders Documents without the prior express written
      consent of Anooraq, such consent to be valid only if approved by a resolution
      of a Disinterested Majority; and
|    |                                                                                                                                                                                                                                                                                                                                                                 
|(k) | the Pelawan Trust shall exercise all board lots attaching
      to the Consideration Shares in accordance with the Shareholders Agreement.                                                                                                                                                                                                                      

---

SCHEDULE 4.05

Shareholders Agreement

|1. | Transfer of Consideration Shares
      The Shareholders Agreement will provide that, in each case, without
        prejudice to any other limitations on the Transfer of any of the Consideration
        Shares, including those limitations contained in the Pelawan Trust Deed
        and any escrow agreement required for the TSX Venture Exchange:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                          
|   | (a)                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                          
|   | (i)                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                          
|   | (ii)                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                          
|   | (iii)                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                          
|   | (A)                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                          
|   | (B)                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                          

---

- 2 -

| |      |                                                                                                                                                                                                                                                                                                                                         
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)  | subject to paragraph (e) below, the Vendor shall
      not be entitled to Transfer any of the Consideration Shares in excess of
      the Bleed Share Entitlement, provided that:                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                         
| |      | (i)                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                         
| |      | (ii)                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                         
| | (c)  | should the Vendor wish to Transfer all or any
      of the Consideration Shares comprising the Surplus Pelawan Shareholding,
      other than the Bleed Share Entitlement, it shall submit an offer (the
      Offer) in writing to Anooraq, upon the following terms and conditions:                                                 
| |      |                                                                                                                                                                                                                                                                                                                                         
| |      | (i)                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                         
| | (A)  | be in writing and delivered by the Vendor to
      Anooraq;                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                         
| | (B)  | be irrevocable and open for acceptance by Anooraq
      for a period of ten Business Days following the date of receipt of the Offer
      by Anooraq;                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                         
| | (C)  | stipulate a cash price (which shall be expressed
      and payable in CAD) at which the Vendor wishes to sell the offered Consideration
      Shares which price shall be payable free of set off or other deduction against
      delivery of the certificates in respect of the offered Consideration Shares
      in negotiable form;
| |      |                                                                                                                                                                                                                                                                                                                                         
| | (D)  | disclose the identity of the third party, if
      any, to whom the Vendor wishes to Transfer the offered Consideration Shares;
      and                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                         
| | (E)  | not, save for the above provisions of this subparagraph
      (i), be subject to any other terms or conditions except that:                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                         
| | (I)  | the whole or a part only of the Offer may be accepted;                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                         
| | (II) | the Offer may be assigned by Anooraq to any third party;
      and                                                                                                                                                                                                                                                                      

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- 3 -

| | (III) | in the event that the Offer is accepted, delivery of the
      offered Consideration Shares shall be made no later than thirty Business
      Days from the date of acceptance, against payment of the purchase price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (A)   | a written memorandum setting out the cash price
      (which shall be expressed and payable in CAD) (the Third Party Price)
      and all other terms and conditions that have been offered to the Vendor
      orally by such third party, if any; and                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (B)   | a true and complete copy of any written offer
      made to the Vendor by such third party, if any.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |       | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |       | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (d)   | save as provided in Section 2.07, from the Time
      of Closing up to and including the Release Date, the Vendor may not Transfer
      any Consideration Shares if such Transfer would result in the Current Shareholding
      of the Vendor following such Transfer to be less than the Lockup Shareholding.
      The Vendor undertakes to Anooraq, the Pelawan Trust and all persons who
      are shareholders of Anooraq from time to time that it shall, at all times
      up to the Release Date, continue to be the sole beneficial owner of the
      Lockup Shareholding, notwithstanding any amendment which may occur during
      such time to the definition of HDP contained in Section
      1.01.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (e)   | save as provided in Section 2.07, during the
      currency of the applicable exploration, development and mining permits and
      licences and mineral leases in respect of the Properties which are required
      in order to undertake the Ga-Phasha Project, the Drenthe-Overysel Project,
      the Kwanda Project or the Rietfontein Project (as the case may be), the
      Vendor shall not be entitled, without the prior express written consent
      of Anooraq, to Transfer any Consideration Shares comprising the Statutory
      Shareholding, unless such Transfer is:                                                                                                                               

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- 4 -

| |  | (i)   | to another HDP approved in writing by the DME, Anooraq (by
      way of a resolution of a Disinterested Majority) and Angloplat, such HDP
      has agreed to be bound by the terms of the Shareholders Agreement, the Pelawan
      Trust Deed and the shareholding structure of that HDP is governed by agreements
      upon substantially similar terms to the Grandfather Shareholders Documents
      that will prevent such person from losing its HDP status;
| |  | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | (ii)  | approved by the SARB and the South African, Canadian and
      European Union competition authorities, to the extent required in each case;                                                                                                                                                                                                                                                                                                                          
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | (iii) | effected following the expiry of the Offer in accordance
      with paragraph (c) above, unless such Transfer is in respect of the Bleed
      Share Entitlement.                                                                                                                                                                                                                                                                                                    

|   |                      
|-- | ---------------------
|2. | Management of Anooraq
|   |                      
|   | (1)                  

| |     |                                                                                                                                                                          
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | a majority of persons who are HDPs; and                                                                                                                                  
| |     |                                                                                                                                                                          
| | (b) | an equal number of persons who are officers or directors
      of the Vendor and persons who are officers or directors of HDI and at least
      3 Independent Directors.

(2)           The
  intended composition of the board of directors or Anooraq from the Time of Closing
  is set out in Schedule 4.05(a) attached. In addition to those directors nominated
  by the Vendor who are not directors or officers of HDI, which nominations shall
  be made by the Vendor in its sole discretion, the Vendor will nominate so many
  persons who are existing directors or officers of HDI and so many Independent
  Directors which it may in its sole discretion select in order to ensure the
  agreed composition of the board of directors of Anooraq, provided that in the
  event that number of existing directors or officers of HDI holds below six persons:

|(a) | the Vendor may require HDI (by written notice) to provide
      it with a list of such number of persons as is equal to that shortfall,
      such persons to be resident in North America and available for appointment
      to the board of Anooraq; and
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | the Vendor may then select the relevant persons for nomination
      as aforesaid from the existing directors or officer of HDI or the persons
      upon such list (or both), in its sole discretion.                                                     

(3)           The
  Shareholders Agreement will provide that the Vendor and HDI shall agree that
  the management and officers of Anooraq shall be composed as set out in Schedule
  4.05(a) attached. The Vendor and HDI shall use their reasonable endeavours to
  procure that the board of directors of Anooraq appoint suitably skilled persons
  to act as the executives of the company in accordance with the composition described
  above and the Vendor and HDI shall make their

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- 5 -

|directors, officers and employees available,
      to the extent reasonably possible, for appointment accordingly.
|------------------------------------------------------------------------------------------------------------------
|                                                                                                                  
|3.                                                                                                                
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|4.                                                                                                                

| | (a) | prior to the Release Date, where such amendment results in
      the Statutory Shareholding being reduced, provided that the Current Shareholding
      following the cancellation of such Common Shares is at least equal to the
      Lockup Shareholding; or                                                                                                                
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | following the Release Date or, in the event of any amendment
      prior to the Release Date  with effect from the Release Date, where
      such amendment results in the Statutory Shareholding being reduced, provided
      that the Current Shareholding following the cancellation of such Common
      Shares is at least equal to such reduced Statutory Shareholding.

---

SCHEDULE 4.05(a)

Anooraq Board



---

SCHEDULE 4.06

Grandfather Shareholders Documents

|1.                      Amendment
        to Subscription and Shareholders Agreement (Schedule C)
      (1)           The
        definition of HDP shall be amended to be consistent
        with that contained in Section 1.01, as amended from time to time in accordance
        with this Agreement.
      (2)
                  No amendments
        may be made to the Subscription and Shareholders Agreement without the
        express prior written consent of the Pelawan Trust and Anooraq, such consent
        by Anooraq to be valid only if approved by a resolution of a Disinterested
        Majority.
      (3)           All
        registered shareholders of the Vendor shall warrant that, as at the Signature
        Date, the Time of Closing and the Finalization Date, they are all HDPs
        as defined in this Agreement. In the event of a Lockup Default caused
        by any shareholder (whether alone or together with other shareholders)
        (the Defaulter) the remaining shareholders may (each pro rata
        to their respective shareholders) at their sole option acquire from the
        Defaulter the shareholding in the Vendor held by the Defaulter, upon the
        following terms:
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | such option shall be exercised within 60 Business Days of
      the Lockup Default; and             
| | --- | ----------------------------------------------------------------------------------------------------
| |     |                                                                                                     
| | (b) | the purchase price at which such shareholding may be purchased
      shall be the par value thereof.

(4)           The
  shareholders of the Vendor shall deposit with the Pelawan Trust all share certificates
  evidencing their shareholdings in the Vendor and to the extent that any such
  shareholder is an artificial person, the persons who hold the issued share capital
  of such shareholder shall deposit with the Pelawan Trust all share certificates
  evidencing such shareholdings in that shareholder. The Pelawan Trust shall not
  release any such share certificates other than in accordance with the Grandfather
  Shareholders Documents without the prior express written consent of Anooraq,
  such consent to be valid only if approved by a resolution of a Disinterested
  Majority.

(5)           All
  shareholders will agree to vote their shares in the Vendor in order to ensure
  that the Vendors board of directors is composed exclusively of persons
  who are HDPs.

(6)           No
  shareholder of the Vendor shall be entitled to Transfer any Securities issued
  by the Vendor which are held by it to any person other than another HDP (the
  HDP Transferee) and subject to the HDP Transferee:

| | (a) | warranting to the satisfaction of the directors of the Vendor
      that the HDP Transferee is an HDP; and
| | --- | ----------------------------------------------------------------------------------------------------------
| |     |                                                                                                           
| | (b) | agreeing to be bound by the terms of the Subscription and
      Shareholders Agreement.                   

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- 2 -

(7)           Each
  shareholder of the Vendor which is a trust shall covenant to deliver to the
  directors of the Vendor a copy of the deed establishing such trust, which deed
  shall contain provisions:

| | (a) | requiring any and all distributions by the trust to be made
      only to persons who are HDPs; and   
| | --- | ------------------------------------------------------------------------------------------------------
| |     |                                                                                                       
| | (b) | requiring the express prior written consent of the Pelawan
      Trust to any amendments to such deed.

|2.Amendments
        to Memorandum and Articles of Association of the Vendor
      (1)           
        A definition of HDP shall be inserted, which definition shall be identical
        to that contained in Section 1.01.
      (2)           
        The directors of the Vendor shall not issue any Securities of the Vendor
        to any person who has not warranted to the satisfaction of the Pelawan
        Trust and such directors that it is an HDP, without the express prior
        written consent of Anooraq and the Pelawan Trust. Prior written notice
        to Anooraq of five Business Days shall be an additional precondition for
        the issue of any Securities of the Vendor. Such notice shall include copies
        of all evidence provided to the Pelawan Trust in order to satisfy the
        Pelawan Trust as to the warranty that such person is an HDP.
      (3)           
        No Transfer of registered or beneficial title in the Vendors Securities
        shall be valid unless
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | the written certificate evidencing such title has been delivered
      to the transferee; and
| | --- | ---------------------------------------------------------------------------------------------
| |     |                                                                                              
| | (b) | the Transfer has been registered by the directors of the
      Vendor.                       

(4)           The
  directors of the Vendor may not register any Transfer of Securities issued by
  the Vendor unless the transferee is an HDP who has warranted to the satisfaction
  of the Pelawan Trust and the board of directors that it is in an HDP, without
  the express prior written consent of Anooraq and the Pelawan Trust. Prior written
  notice to Anooraq of five Business Days shall be an additional precondition
  for the Transfer of any Securities of the Vendor. Such notice shall include
  copies of all evidence provided to the Pelawan Trust in order to satisfy the
  Pelawan Trust as to the warranty that such transferee is an HDP.

(5)           The
  Vendor shall issue no Securities other than ordinary shares having a par value.
  The issued share capital of the Vendor shall consist of one class of ordinary
  shares or, to the extent that it may consist of different classes of ordinary
  shares, all such classes shall rank pari passu and shall enjoy the same
  rights and privileges.

(6)           All
  amendments to the memorandum and articles of association of the Vendor shall
  require the express prior written consent of the Pelawan Trust and Anooraq,
  such consent by Anooraq to be valid only if approved by a resolution of a Disinterested
  Majority.

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- 3 -

(7)           For
  so long as the Shareholders Agreement remains in force and save as provided
  in or envisaged by this Agreement, the Shareholders Agreement or the Grandfather
  Shareholders Documents, no officer, organ, body or agent of the Vendor shall
  be authorised on the Vendors behalf to:

| | (a) | create or permit to subsist any encumbrance (unless arising
      by operation of law) upon the whole or any part of the Vendors assets
      or revenues, present or future, or its business;                                                                                                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) | engage in any activity which is not in terms of or directly
      related to any of the activities which this Agreement, the Grandfather Shareholder
      Documents and Shareholders Agreement provide or envisage that the Vendor
      will engage in;                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (c) | allow the Vendor to have any subsidiaries (apart from Anooraq
      and its Affiliates), employees (apart from persons who are engaged exclusively
      in relation to the business of the Vendor relating to Anooraq or its Affiliates)
      or premises (apart from those from which the exclusive business conducted
      concerns that of the Vendor relating to the business of Anooraq or its Affiliates);
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (d) | transfer, sell, lend, part with or otherwise dispose of,
      or deal with, or grant any option or present or future right to acquire
      any of the Vendors assets, or undertakings or any interest, estate,
      right, title or benefit therein;                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (e) | incur any indebtedness in respect of borrowed money whatsoever
      or give any guarantee or indemnity in respect of any obligation of any person;
      or                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (f) | consolidate or merge with any other person or convey or transfer
      its properties or assets substantially as an entirety to any other person.                                                                                                                                                                                                                                                                  

(8)           The
  objects and powers of the Vendor contained in the memorandum of the company
  shall be amended, mutatis mutandis, in accordance with the terms of paragraph
  (7) above.

(9)           Neither
  the directors in their own capacity or on behalf of the Vendor nor any shareholder
  shall itself institute, or join with any person in instituting, any proceedings
  for the winding-up, judicial management or reconstruction of the Vendor or any
  compromise or scheme of arrangement with its members or any of its creditors
  or any related relief, or any similar proceedings (including any bankruptcy
  or debt moratorium proceedings) under the laws of any country, in any court
  in South Africa or elsewhere for so long as the Shareholders Agreement is in
  force, unless such directors or shareholder would or may incur personal liability
  for any failure to do so.

---