---

SHAREHOLDERS AGREEMENT

BETWEEN

PELAWAN INVESTMENTS (PROPRIETARY) LIMITED

AND

ANOORAQ RESOURCES CORPORATION

AND

THE PELAWAN TRUST

AND

PLATEAU RESOURCES (PROPRIETARY) LIMITED

MADE AS OF

JUNE 12, 2009

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TABLE OF CONTENTS

SHAREHOLDERS AGREEMENT

|ARTICLE
      1 - INTERPRETATION                              | 2                                                      
|------------------------------------------------------------- | -------------------------------------------------------
|1.01                                                          | DEFINITIONS                                            
|1.02                                                          | DEFINITIONS
      IN THE HOLDCO SHAREHOLDERS AGREEMENT 
|1.03                                                          | HEADINGS                                               
|1.04                                                          | EXTENDED
      MEANINGS                                
|1.05                                                          | STATUTORY
      REFERENCES                             
|1.06                                                          | ACCOUNTING
      PRINCIPLES                            
|1.07                                                          | CURRENCY                                               
|1.08                                                          | RULES
      OF CONSTRUCTION                            
|1.09                                                          | SHARE
      CALCULATIONS                               
|1.10                                                          | SCHEDULES                                              
|                                                              |                                                        
|ARTICLE
      2  CONDITIONS                                  | 12                                                     
|                                                              |                                                        
|ARTICLE
      3  TERMINATION AND RELEASE                     | 14                                                     
|                                                              |                                                        
|3.01                                                          | TERMINATION                                            
|3.02                                                          | RELEASE                                                
|3.03                                                          | ENTIRE
      AGREEMENT                                 
|                                                              |                                                        
|ARTICLE
      4 - MANAGEMENT OF ANOORAQ                       | 15                                                     
|4.01                                                          | CARRYING
      OUT OF THE AGREEMENT                    
|4.02                                                          | DIRECTORS                                              
|4.03                                                          | MANAGEMENT
      AND OFFICERS                          
|4.04                                                          | AUDITOR                                                
|                                                              |                                                        
|ARTICLE
      5 - FINANCIAL MATTERS                           | 16                                                     
|5.01                                                          | DIVIDENDS
      BY ANOORAQ                             
|5.02                                                          | ADVANCES
      TO ANOORAQ                              
|5.03                                                          | CONTRACTING
      WITH PELAWAN OR THE PELAWAN TRUST    
|                                                              |                                                        
|ARTICLE
      6  RESTRICTIONS ON TRANSFER, COVENANTS, REMEDY | 16                                                     
|6.01                                                          | RESTRICTIONS
      ON TRANSFER                         
|6.02                                                          | LEGENDS                                                
|6.03                                                          | COVENANTS                                              
|6.04                                                          | NOTICE                                                 
|6.05                                                          | COMPULSORY
      DISPOSAL                              
|                                                              |                                                        
|ARTICLE
      7 - ANTI-DILUTION RIGHTS                        | 21                                                     
|7.01                                                          | ANTI-DILUTION
      RIGHTS IN RESPECT OF CASH OFFERINGS
|7.02                                                          | ANOORAQ
      SHAREHOLDER APPROVAL                     
|7.03                                                          | COMPLETION
      ARRANGEMENTS                          
|                                                              |                                                        
|ARTICLE
      8  REPRESENTATIONS AND WARRANTIES OF PELAWAN   | 23                                                     
|                                                              |                                                        
|ARTICLE
      9 - GENERAL                                     | 24                                                     
|                                                              |                                                        
|9.01                                                          | CONFIDENTIALITY                                        
|9.02                                                          | FURTHER
      ASSURANCES                               
|9.03                                                          | TIME
      OF THE ESSENCE                              
|9.04                                                          | BENEFIT
      OF THE AGREEMENT                         
|9.05                                                          | AMENDMENTS,
      WAIVERS AND CONSENTS                 
|9.06                                                          | ASSIGNMENT                                             
|9.07                                                          | TERMINATION                                            

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- ii -

|9.08 | SEVERABILITY               | 25
|---- | -------------------------- | --
|9.09 | NOTICES                    | 25
|9.10 | GOVERNING
      LAW        | 27
|9.11 | ARBITRATION                | 27
|9.12 | ATTORNMENT                 | 27
|9.13 | COUNTERPARTS               | 27
|9.14 | ELECTRONIC
      EXECUTION | 27

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SHAREHOLDERS AGREEMENT

THIS AGREEMENT is made as of June 12,
2009

BETWEEN

Pelawan Investments (Proprietary)
Limited, a corporation incorporated under the laws of South Africa

(Pelawan)

- and -

Anooraq Resources Corporation, a
corporation incorporated under the laws of the Province of British Columbia,
Canada

(Anooraq)

- and -

The Pelawan Trust, being a trust
established in accordance with the Trust Deed dated September 2, 2004, the
present trustees of which are Deneys Reitz Trustees (Proprietary) Limited,
Tumelo Moathlodi Motsisi and Asna Chris Harold Motaung,

(the Pelawan Trust)

- and -

Plateau Resources (Proprietary)
Limited (registration number 1996/013879/07), a private company incorporated
under the laws of South Africa

(Plateau)

WHEREAS the Parties wish to
terminate the Share Exchange Agreement, the Release Agreement and the Prior
Anooraq Shareholders Agreement, and replace those agreements with this Agreement
governing the holding of Equity in Anooraq by Pelawan and the Pelawan Trust,
with effect from the Commencement Date;

NOW, THEREFORE, in consideration
of the premises and the covenants and agreements herein contained, and for good
and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged by the Parties) the Parties agree as follows:

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- 2 -

ARTICLE 1 - INTERPRETATION

1.01 Definitions

In this Agreement and in any
supplement or amendment hereto, unless something in the subject matter or
context is inconsistent therewith the following terms shall have the following
meanings, respectively:

| | (a) | Affiliate means an affiliate as determined by
      the provisions of the Business Corporations Act(British
      Columbia);                                                                                                                                              
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                             
| | (b) | Agreement means this agreement, including its
      recitals and schedules, as amended from time to time;                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                             
| | (c) | APL means Anglo Platinum Limited (registration
      number 1946/022452/06), a public company incorporated under the laws of
      South Africa;                                                                                                                          
| |     |                                                                                                                                                                                                                                                                             
| | (d) | APL Group the Group of entities comprising APL
      and RPM and their respective direct and indirect Subsidiary Companies,
      from time to time;                                                                                                                      
| |     |                                                                                                                                                                                                                                                                             
| | (e) | BEE means broad-based black economic
      empowerment, as envisaged in terms of the MPRD Act and/or the
    Charter;                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                             
| | (f) | Beneficial Owner means, in relation to an asset,
      a person who, directly or indirectly (that is, through any contract,
      arrangement, understanding, relationship, including shareholding,
      membership, association, trust, legal representation or agency):
| |     |                                                                                                                                                                                                                                                                             
| |     | (i)                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                             
| |     | (ii)                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                             
| |     | (iii)                                                                                                                                                                                                                                                                       

provided that it is specifically
acknowledged and agreed amongst the Parties that:

| | (A) | a person may be the Beneficial Owner of an asset
      notwithstanding that title to such asset may be held in the name of
      another person,                                                                                                                          
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                           
| | (B) | the Beneficial Ownership of any asset shall be determined
      without taking into account the Debt and/or security over and/or attaching
      to such asset to the extent that such Debt and/or security is held by a
      person other than the Beneficial Owner; and

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- 3 -

| | (C) | as at the Commencement Date:
| | --- | ----------------------------
| |     |                             
| |     | (I)                         
| |     |                             
| |     | (II)                        
| |     |                             
| |     | (III)                       
| |     |                             
| |     | (IV)                        

| | (D) | in the event that non-HDPs acquire Beneficial Ownership
      of up to 50% minus one voting share of Pelawans issued share capital,
      then, ceteris paribus, Pelawan shall remain an HDP and the 26% HDP
      Beneficial Ownership of the Business referred to in (C)(IV) above would
      remain the same,
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

and Beneficially Owned,
Beneficially Owning, Beneficially Own and Beneficial
Ownership shall have corresponding meanings;

| | (g) | Board means the board of directors from time to
      time of Anooraq;                                                                                                                                                                                                                                   
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                            
| | (h) | Business means collectively, the Ga-Phasha
      Business, the LPM Business, the Boikgantsho Sale Assets and the Kwanda
      Sale Assets, as each of such terms are defined in the Holdco Shareholders
      Agreement;                                                                                 
| |     |                                                                                                                                                                                                                                                                                                            
| | (i) | Business Day means a day other than a Saturday,
      Sunday or statutory public holiday in the Province of British Columbia or
      South Africa;                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                            
| | (j) | Change of Control Breach means a breach by
      Pelawan or the Pelawan Trust, of any of the restrictions or any of their
      obligations or covenants pursuant to Sections 6.01(2), 6.01(3) and
      6.03(2), that has occurred and is continuing after the expiry of the
      Rectification Period;
| |     |                                                                                                                                                                                                                                                                                                            
| | (k) | Change of Control in Holdco means a Change of
      Control in respect of Holdco, as determined pursuant to the definition of
      Change of Control and related provisions in Section 2.2 of the Holdco
      Shareholders Agreement;                                                                
| |     |                                                                                                                                                                                                                                                                                                            
| | (l) | Charter means the Broad Based Socio Economic
      Empowerment Charter for the South African Mining Industry (together with
      the Scorecard), dated 11                                                                                                                                               

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- 4 -

| |     | October 2002, published in terms of the provisions of
      Section 100(2)(a) of the MPRD Act, under Government Gazette (No. 26661 of
      13 August 2004);
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                             
| | (m) | Commencement Date means the Commencement Date as
      defined in Section 2.2 of the Holdco Shareholders Agreement;                                       
| |     |                                                                                                                                                             
| | (n) | Common Shares means the common shares, without
      par value, in the share capital of Anooraq;                                                          
| |     |                                                                                                                                                             
| | (o) | Companies Act(South Africa) means
      the Companies Act, 1973 (Act 61 of 1973);                                                                         
| |     |                                                                                                                                                             
| | (p) | Compulsory Disposal Period means:                                                                                                                         
| |     |                                                                                                                                                             
| |     | (i)                                                                                                                                                         
| |     |                                                                                                                                                             
| |     | (ii)                                                                                                                                                        

after the delivery of a Compulsory
Disposal Notice pursuant to Section 6.05(1) . For greater certainty, if an event
constitutes both an Initial Period Breach and a Change of Control Breach, then
it shall be treated as a Change of Control breach for the purposes of this
definition;

| | (q) | Control means collectively:
| | --- | -----------------------------
| |     |                              
| |     | (i)                          
| |     |                              
| |     |                              
| |     |                              
| |     |                              
| |     |                              
| |     |                              
| |     |                              
| |     |                              
| |     |                              
| |     | (ii)                         

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- 5 -

| |  | (A) | any provisions in the trust deed establishing a trust
      which requires the participation of any individual trustee for a meeting
      to be properly constituted or which requires the approval of an individual
      trustee for a decision of the trustees to be valid shall not, of
      themselves, vest control of such trust in such individual trustee for the
      purposes of this definition; and
| |  | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | (B) | for greater certainty, where a person (Ultimate
      Target) is Controlled by another person and such other person is in
      turn Controlled by a third person (Ultimate Control Person), the
      Ultimate Target is Controlled only by the Ultimate Control
  Person,                                                                                                                                    

and Controlled shall have a
corresponding meaning;

| | (r) | Controlling Group Structure means the group
      structure depicted in the organogram in Schedule 1.01(r), read together
      with the Pelawan shareholder list in Schedule 1.01(r), as amended from
      time to time in accordance with the provisions of Section 6.05(3)(a);
      provided that, if a Structural Change shall occur during the Initial
      Period, the Controlling Group Structure shall, with effect from the date
      of such change, be deemed to have been amended accordingly;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (s) | Convertible Security means Equity, other than an
      Option, whether or not issued by Anooraq, that directly or indirectly is
      convertible into, exchangeable for, or confers the right to subscribe for
      or otherwise be issued Common Shares from treasury and Convertible
      Securities means all such Equity collectively;                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (t) | Credits means Credits as defined in Section 2.2
      of the Holdco Shareholders Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (u) | Current Shareholding means the Common Shares
      Beneficially Owned by Pelawan and the Pelawan Trust on the particular day
      for determination thereof and, for greater certainty, includes any Common
      Shares Beneficially Owned by any Subsidiary Companies of
Pelawan;                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (v) | Debt means any source of capital (including loan
      funding), other than Equity;                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (w) | Disinterested Majority means a majority of the
      Independent Directors of Anooraq;                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (x) | DME means the Government of South Africa acting
      through its Department of Minerals and Energy and its
successors;                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (y) | Empowerment Person means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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- 6 -

| |       | (B)                             | which is Controlled by HDPs; or                                                                                                                                                                          
| | ----- | ------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                 |                                                                                                                                                                                                          
| | (ii)  | a trust:                       
| |       |                                 |                                                                                                                                                                                                          
| |       | (A)                             | which is Controlled by HDPs; and                                                                                                                                                                         
| |       |                                 |                                                                                                                                                                                                          
| |       | (B)                             | in which, upon distribution of the assets and/or the
      income of such trust, more than 50% of the value of such assets and more
      than 50% of such trusts income will be distributed to HDPs; or
| |       |                                 |                                                                                                                                                                                                          
| | (iii) | an HDP who is a natural
person;

| | (z)  | Equity means any capital instrument which is not
      subject to fixed repayment/redemption terms, servicing costs and/or any
      form of security;                                                                                                                                                                                                                                                                                                                                         
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (aa) | Financial Benefit means, in relation to an
      asset, any direct or indirect benefit in money terms (or convertible to
      money) attributable to or accrued to such asset; provided that the
      Financial Benefits accruing to any asset shall be determined without
      taking into account the Debts and/or security over and/or attaching to
      such asset to the extent that such Debts and/or security is held by a
      person other than the person that holds such asset;
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (bb) | Grandfather Shareholders Documents
  means:                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (cc) | Group means in relation to a company, its direct
      and/or indirect Subsidiary Companies, its Holding Company and its Holding
      Companys direct and/or indirect Subsidiary Companies;                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (dd) | HDP means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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- 7 -

| | (ii)  | a trust:                  
| | ----- | --------------------------
| |       |                           
| |       | (A)                       
| |       |                           
| |       | (B)                       
| |       |                           
| | (iii) | a company wholly owned by:
| |       |                           
| |       | (A)                       
| |       |                           
| |       | (B)                       

| | (ee) | Holdco means Richtrau No 179 (Proprietary)
      Limited (to be renamed Bokoni Platinum Holdings (Proprietary) Limited)
      (registration number 2007/016711/07), a private company incorporated under
      the laws of South Africa;                                  
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                               
| | (ff) | Holdco Shareholders Agreement means the Holdco
      Shareholders Agreement amongst Plateau, RPM and Holdco dated March 28,
      2008, as amended from time to time;                                                                                                      
| |      |                                                                                                                                                                                                                                                                               
| | (gg) | Holding Company means a holding company (which
      for the purposes of this Agreement shall be deemed to include any company
      incorporated outside South Africa) as defined in terms of Section 1(4) of
      the Companies Act(South Africa);                       
| |      |                                                                                                                                                                                                                                                                               
| | (hh) | Implementation Period means:                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                               
| |      | (i) in the event of an Initial Period Breach, a period of
      10 days; and                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                               
| |      | (ii) in the event of a Change of Control Breach, a period
      of 5 days,                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                               
| |      | after the expiry of the Compulsory Disposal Period. For
      greater certainty, if an event constitutes both an Initial Period Breach
      and a Change of Control Breach, then it shall be treated as a Change of
      Control breach for the purposes of this
definition;

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- 8 -

| | (ii) | Initial Funding Agreements means, collectively,
      the Senior Debt Funding Agreement and the APL Funding Agreements, as such
      terms are defined in Section 2.2 of the Holdco Shareholders
    Agreement;                                                                             
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                
| | (jj) | Initial Period means the Initial Period as
      defined in Section 2.2 of the Holdco Shareholders Agreement;                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                
| | (kk) | Initial Period Breach means a breach by Pelawan
      or the Pelawan Trust, of any of the restrictions or any of their
      obligations or covenants pursuant to Sections 6.01(1) and 6.03(1), that
      has occurred and is continuing after the expiry of the Rectification
      Period;
| |      |                                                                                                                                                                                                                                                                                                
| | (ll) | Initial Period Default means an Initial Period
      Default as defined in Section 2.2 of the Holdco Shareholders Agreement and
      Section 4 of Schedule 2 [BEE Principles and Pre-Emptive Rights] of the
      Holdco Shareholders Agreement;                                            
| |      |                                                                                                                                                                                                                                                                                                
| | (mm) | Independent Director means a director of Anooraq
      who is:                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                
| |      | (i)                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                
| |      | (ii)                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                
| |      | (iii)                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                
| | (nn) | MPRD Act means the Mineral Petroleum and
      Resources Development Act, 2002 (Act 28 of 2002);                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                
| | (oo) | Option means an option to acquire a Common Share
      issued under any Share Incentive Plan and Options means all such
      options collectively.                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                
| | (pp) | Parties means Anooraq, Pelawan, the Pelawan
      Trust and Plateau, and Party means any one of them, as the
      context may indicate;                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                
| | (qq) | Pelawan Dividend Trust Deed means the trust deed
      dated September 2, 2004 and signed by Pelawan (as founder) and Deneys
      Reitz Trustees (Proprietary) Limited, Tumelo Moathlodi Motsisi and Asna
      Chris Harold Motaung (as trustees) and Anooraq, as
  amended;               

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- 9 -

| | (rr) | Pelawan Shareholders Agreement means the
      Shareholders Agreement between African Minerals Professionals (Pty) Ltd,
      Tshanduko Investments (Pty) Ltd, Siyanda Trust, Legakabje Mining And
      Exploration (Pty) Ltd, Basadi-Ba- Bapedi Cultural Development Trust,
      Zonkizizwe Investment Trust, Isolomzi Investments (Pty) Ltd, Ditau
      Investments Company (Pty) Ltd, Prime Skill Development Trust, African
      Mining Development Trust, Mookodi Trading (Pty) Ltd, Africa Without
      Boundaries Mining (Pty) Ltd, Leswika Womens Investments (Pty) Ltd, Figure
      Eight Investments (Pty) Ltd, Miracle Mile Investments 74 (Pty) Ltd,
      Anooraq, Pelawan Trust and Pelawan, dated June 12, 2009, as amended from
      time to time;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (ss) | Pelawan SPV means Control Plaza Investments 78
      (Proprietary) Limited, a private limited liability company incorporated
      under the laws of South Africa with registration number
    2006/032879/07;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (tt) | Pelawan Trust Deed means the trust deed dated
      September 2, 2004 and signed by Pelawan (as founder), Deneys Reitz
      Trustees (Proprietary) Limited, Tumelo Moathlodi Motsisi and Asna Chris
      Harold Motaung (as trustees) and Anooraq, as amended;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (uu) | Prior Anooraq Shareholders Agreement means the
      Shareholders Agreement between the Parties made as of September 19, 2004,
      as amended;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (vv) | Prior Pelawan Shareholders Agreement means the
      Amendment to Subscription and Shareholders Agreement in respect of
      Pelawan, amongst the Pelawan Trust, Anooraq and others, dated September
      29, 2004;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (ww) | Qualified Purchaser has the meaning set out in
      Section 6.05(1)(b);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (xx) | Qualifying Person means in respect of a proposed
      recipient of a Disposal Interest (as defined in Section 6.05):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (yy) | Rectification Period means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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- 10 -

| | (zz)  | Release Agreement means the Release Agreement
      between Pelawan, the Pelawan Trust and Anooraq, dated December 28, 2006,
      as amended;                                                                                                                                                                                                                     
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                      
| | (aaa) | 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
APL;                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                      
| | (bbb) | SARB means the Exchange Control Department of
      the South African Reserve Bank;                                                                                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                      
| | (ccc) | Scorecard means the scorecard for the Charter
      published pursuant to Section 100(2)(a) of the MPRD Act under Government
      Gazette (no. 26661 of 13 August 2004);                                                                                                                                                                                          
| |       |                                                                                                                                                                                                                                                                                                                                                                      
| | (ddd) | Share Exchange Agreement means the Share
      Exchange Agreement between Pelawan and Anooraq made as of January 21,
      2004, as amended by the addenda thereto dated September 20, 2004 and
      November 11, 2005;                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                      
| | (eee) | Share Incentive Plan shall mean any incentive
      plan which may be adopted by Anooraq or any of its subsidiaries from time
      to time providing for the issuance of Options, in each case as the same
      may be amended or replaced from time to time.                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                      
| | (fff) | Signature Date means the date of the last
      signature of this Agreement;                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                      
| | (ggg) | South Africa means the Republic of South
      Africa;                                                                                                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                      
| | (hhh) | Structural Change means any act or omission
      which results in:                                                                                                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                      
| |       | (i)                                                                                                                                                                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                      
| |       | (ii)                                                                                                                                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                      
| | (iii) | Subsidiary Company means a subsidiary company
      (which for the purposes of this Agreement shall be deemed to include any
      company incorporated outside South Africa) as defined in terms of Section
      1(3) of the Companies Act(South Africa) and Subsidiary
      Companies shall have a corresponding meaning;                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                      
| | (jjj) | 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 Equity and Transferred shall have an equivalent
  meaning.

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- 11 -

1.02 Definitions in the Holdco Shareholders
Agreement

To the extent that any definition
contained in this Agreement is the same or substantially similar to a definition
contained in the Holdco Shareholders Agreement (the Equivalent
Definition), should the Holdco Shareholders Agreement be amended after the
date of this Agreement in such a way that the Equivalent Definition is amended,
the Parties will use their reasonable endeavours to agree to amend the
definition in this Agreement in such a way as to make it substantially similar
to the Equivalent Definition, as amended.

1.03 Headings

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

1.04 Extended Meanings

In this Agreement words importing
the singular number only include the plural and vice versa, words
importing any gender include all genders and words importing persons include
individuals, corporations, limited and unlimited liability companies, general
and limited partnerships, associations, trusts, unincorporated organizations,
joint ventures and governmental authorities.

1.05 Statutory References

In this Agreement, unless
something in the subject matter or context is inconsistent therewith or unless
otherwise herein provided, a reference to any statute is to that statute as now
enacted or as the same may from time to time be amended, re-enacted or replaced
and includes any regulations made thereunder, save in respect of the definitions
of BEE, Credits and HDP, in which the references to the MPRD Act, the
Charter, the regulations published under the MPRD Act and the Scorecard shall at
all times be deemed to be references to such enactments and regulations as at
the Signature Date.

1.06 Accounting Principles

Wherever in this Agreement
reference is made to a calculation to be made or an action to be taken in
accordance with generally accepted accounting principles, such reference will 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 or action is made
or taken or required to be made or taken.

1.07 Currency

All references to $, CAD or Dollars herein are to lawful
money of Canada.

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- 12 -

1.08 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.

1.09 Share Calculations

(1) All references to percentages
relating to, and numbers of, shares and the determination of percentages
relating to, and 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); provided that
any determination of the percentage shareholding of Pelawan and the Pelawan
Trust in Anooraq, shall exclude any unexpired Convertible Securities,
subscription receipts, share warrants and Options held by Pelawan or the Pelawan
Trust, but shall otherwise be determined on a fully diluted basis.

(2) All references to numbers of
shares shall be subject to adjustment, as required, to take into account any
share splits, share consolidations, capital distributions and stock
dividends.

1.10 Schedules

> The following describes the Schedules to this Agreement:
>   Schedule 1.01(r)  Controlling Group Structure; and
>   Schedule 6.02(2) 
>     Legends.

ARTICLE 2  CONDITIONS

(1) The commencement of this
Agreement (other than Article 1, this Article 2 and Article 9, which shall
become effective on the Signature Date) 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 Commencement Date:

| | (a) | the approval by the shareholders of Anooraq of the
      execution and implementation of this Agreement by Anooraq;                                                                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                              
| | (b) | the approval of the execution and implementation of this
      Agreement by Anooraq and, to the extent required, by the DME, the SARB,
      the JSE Limited, the TSX Venture Exchange and the American Stock
      Exchange;
| |     |                                                                                                                                                                                                                              
| | (c) | the amendment or replacement of each of the Grandfather
      Shareholders Documents to the reasonable satisfaction of Anooraq (approved
      by a resolution of                                                            

---

- 13 -

| |     | a Disinterested Majority), including the registration of
      the memorandum and articles of association of Pelawan in their amended
      form with the South African Registrar of Companies;                                                                                                                                                                                                                                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | the receipt by Anooraq of an irrevocable power of
      attorney from each direct shareholder of Pelawan, providing for Anooraq to
      exercise on behalf of such shareholder its rights pursuant to Sections 15
      [Deemed Offers], 17 [Change of Control] and 26.2 [Breach] of the Pelawan
      Shareholders Agreement or the corresponding sections in any agreement that
      amends or replaces the Pelawan Shareholders Agreement, in the event of the
      occurrence of any Initial Period Breach or Change of Control
  Breach;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | the fulfilment or waiver of all conditions to the Holdco
      Shareholders Agreement, other than any condition relating to this
      Agreement becoming unconditional; and                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | each of Pelawan and the Pelawan Trust shall have
      fulfilled or complied with all of the terms, covenants and conditions of
      this Agreement, to be performed or complied with by Pelawan or the Pelawan
      Trust respectively, at or prior to the Commencement
Date.                                                                                                                                                                                                                                                                

(2) Each of Pelawan and the
Pelawan Trust will use its reasonable endeavours to fulfil or procure the
fulfilment of the conditions in Article 2(1).

(3) In case any term or covenant
of Pelawan or the Pelawan Trust or any condition to be performed or complied
with at or prior to the Commencement Date, shall not have been performed or
complied with at or prior to the Commencement Date, Anooraq may (by resolution
of a Disinterested Majority), without limiting any other right that Anooraq may
have, at its sole option, either:

| | (a) | rescind this Agreement by notice to Pelawan and, in such
      event, Anooraq will be released from all obligations hereunder;                                                                                                                     
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                    
| | (b) | extend the date for the fulfilment of such condition by
      written notice to Pelawan no later than the Commencement Date, in which
      event the Commencement Date will be extended to such date; or                                          
| |     |                                                                                                                                                                                                                                                    
| | (c) | waive compliance with any such term, covenant or
      condition in whole or in part 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.

(4) If the conditions contained
in Article 2(1) or any of them (the Unfulfilled Conditions) are not
fulfilled or their fulfilment is not waived by Anooraq on or before the
Commencement Date, this Agreement (save for Article 1, this Article 2 and
Article 9, 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.

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- 14 -

ARTICLE 3  TERMINATION AND RELEASE

3.01 Termination

(1) With effect from the
Commencement Date, each of the Share Exchange Agreement, Release Agreement and
Prior Anooraq Shareholders Agreement shall terminate and be of no further force
and effect.

(2) Notwithstanding the
termination of the Share Exchange Agreement, Release Agreement and Prior Anooraq
Shareholders Agreement, all actions taken and documents issued pursuant to such
agreements up to the Commencement Date, including any payments, conveyances and
issuances of share and warrant certificates, shall remain valid and
effective.

(3) Upon termination of the Share
Exchange Agreement, Release Agreement and Prior Anooraq Shareholders Agreement,
the provisions of Section 3.02 shall apply.

3.02 Release

(1) With effect from the
Commencement Date, except for the obligations set out in this Agreement, each of
the Parties together with its directors, employees, trustees, consultants,
advisors, agents, administrators, legal representatives, affiliates and their
respective successors and assigns (as applicable) (the Releasing
Party), releases and forever discharges each of the other Parties, its
corporate affiliates, and their officers, directors, employees, trustees,
consultants, advisors, agents, administrators, legal representatives, successors
and assigns, and each of them (collectively, the Released Parties), of
and from any and all actions, causes of action, claims, demands, debts, damages,
interest, costs, expenses and compensation of any kind and however arising which
the Releasing Party ever had, now has or may hereafter have, whether known or
unknown, for or by reason of or in any way arising, directly or indirectly, out
of any cause, matter or thing relating to the Share Exchange Agreement, Release
Agreement or the Prior Anooraq Shareholders Agreement (all of the foregoing
being collectively referred to herein as the Release).

(2) Each of the Parties agrees
that it will not make any claim or take any proceedings with respect to any
matter released and discharged pursuant to the Release that may result in any
claim arising against any of the Released Parties for contribution or indemnity
or other relief.

(3) The Release shall be read
liberally to give the Released Parties the broadest possible protection. The
Release is freely and voluntarily given and each of the Parties acknowledges and
represents that it has fully reviewed the terms contained herein, that it is
fully informed with respect to the legal effect of the Release, and that it has
voluntarily chosen to accept these terms and conditions.

(4) Each of the Parties hereby
represents and warrants that it has not assigned any claim or right of action
which is settled in this Agreement to any other person.

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- 15 -

3.03 Entire Agreement

(1) With effect from the
Commencement Date, this Agreement constitutes the entire agreement between the
Parties with respect to the subject matter hereof and cancels and supersedes any
prior understandings and agreements between the Parties (including the Share
Exchange Agreement and the Prior Anooraq Shareholders Agreement) with respect
thereto.

(2) There are no representations,
warranties, terms, conditions, covenants or collateral agreements, express,
implied or statutory, between the Parties other than as expressly set forth in
this Agreement.

ARTICLE 4- MANAGEMENT OF ANOORAQ

4.01 Carrying out of the Agreement

(1) Each of Pelawan and the
Pelawan Trust will, at all times during the currency of this Agreement, carry
out and cause Anooraq to carry out the provisions of this Agreement.

(2) Anooraq, Pelawan and the
Pelawan Trust will carry out and be bound by the provisions of this Agreement to
the full extent that they have the capacity and power at law to do so.

(3) In the event of any conflict
between the articles of association of Anooraq and this Agreement or the Pelawan
Trust Deed or any trust deed that supersedes and replaces the Pelawan Trust
Deed, the articles of association of Anooraq will prevail but Pelawan will then
exercise the votes relating to its Current Shareholding to ensure, to the extent
within its power, that the articles of association of Anooraq are amended in
order to be consistent with this Agreement or such trust deed, as the case may
be.

4.02 Directors

Each of Pelawan and the Pelawan
Trust will exercise the votes relating to its Current Shareholding in order to
ensure, to the extent within its power, that:

| | (1) | Independent Directors constitute a majority of the Board;
      and
| | --- | -------------------------------------------------------------------
| |     |                                                                    
| | (2) | HDPs constitute a majority of the
Board.                           

4.03 Management and Officers

Each of Pelawan and the Pelawan
Trust will:

| | (a) | use its reasonable endeavours to procure that the Board
      appoints suitably skilled persons to act as the executives of Anooraq;
      and               
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                              
| | (b) | make its respective directors, officers and employees
      available, to the extent reasonably possible, for appointment as the
      executives of Anooraq.

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- 16 -

4.04 Auditor

Each of Pelawan and the Pelawan
Trust will in each financial year of Anooraq consent to exempt Anooraq from the
requirement to appoint an auditor of Anooraq pursuant to the provisions of the
Business Corporations Act(British Columbia).

ARTICLE 5 - FINANCIAL MATTERS

5.01 Dividends by Anooraq

Each of Pelawan and the Pelawan
Trust will exercise the votes relating to its Current Shareholding in order to
ensure, to the extent within its power, and will procure that those persons
nominated by it to the Board who are also directors or officers of Pelawan
ensure, to the extent within their power, that Anooraq will declare and pay
dividends in accordance with the requirements of the Exchange Control Approval,
as defined in the Pelawan Dividend Trust Deed or any trust deed that supersedes
or replaces the Pelawan Dividend Trust Deed.

5.02 Advances to Anooraq

(1) Neither Pelawan nor the
Pelawan Trust will be obligated to loan any funds to Anooraq. If Anooraq
requires additional funds, and either Pelawan or the Pelawan Trust determines
that it is willing to do so, it will loan funds to Anooraq.

(2) All advances made by Pelawan
or the Pelawan Trust to Anooraq pursuant to this Section 5.02, unless expressly
agreed to the contrary in writing and approved by a resolution of a
Disinterested Majority, will be treated as shareholder loans and will be
unsecured and non-interest bearing.

5.03 Contracting with Pelawan or the Pelawan
Trust

All contracts entered into
between Anooraq, on the one hand, and Pelawan, the Pelawan Trust and/or any of
their Affiliates, on the other hand, shall only be valid if made under the
authority of, or confirmed by, a resolution of a Disinterested Majority.

ARTICLE 6  RESTRICTIONS ON TRANSFER, COVENANTS,
REMEDY

6.01 Restrictions on Transfer

Neither Pelawan nor the Pelawan
Trust may Transfer any of the Current Shareholding, unless:

(1) in respect of a Transfer that
would result in the Current Shareholding constituting less than 51% of the
aggregate issued share capital of Anooraq or would otherwise result in an
Initial Period Default:

| | (a) | the prior written approval of RPM of such Transfer has
      been obtained;
| | --- | ---------------------------------------------------------------------------

---

- 17 -

| | (b) | RPM has irrevocably waived its right, in respect of such
      Transfer, to deliver a Compulsory Disposal Notice pursuant to Section 5.1
      of Schedule 2 [BEE Principles and Pre-Emptive Rights] of the Holdco
      Shareholders Agreement; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                     
| | (c) | the form and content of the approval and waiver referred
      to in Section 6.01(1)(a) and (b) above are reasonably acceptable to
      Anooraq (approved by a resolution of a Disinterested Majority);                                            
| |     |                                                                                                                                                                                                                                                     
| | (2) | in respect of any Transfer that would result in a Change
      of Control in Holdco:                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                     
| | (a) | the prior written approval of RPM of such Transfer has
      been obtained;                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                     
| | (b) | RPM has irrevocably waived its right, in respect of such
      Transfer, to exercise the Put Option pursuant to Section 6.3 of Schedule 2
      [BEE Principles and Pre- Emptive Rights] of the Holdco Shareholders
      Agreement; and            
| |     |                                                                                                                                                                                                                                                     
| | (c) | the form and content of the approval and waiver referred
      to in Section 6.01(2)(a) and (b) above are reasonably acceptable to
      Anooraq (approved by a resolution of a Disinterested Majority);                                            

(3) the prior written approval of
Anooraq (by a resolution of a Disinterested Majority) of such Transfer has been
obtained, unless such Transfer is required pursuant to the provisions of the APL
Funding Agreements (as such term is defined in Section 2.2 of the Holdco
Shareholders Agreement); and

(4) such Transfer has been
approved in writing, to the extent required under applicable law in each case,
by the DME, the SARB and the South African, Canadian and European Union
competition authorities.

6.02 Legends

(1) The Current Shareholding shall be held in certificated
form.

(2) The restrictions on Transfer
of the Current Shareholding described in Section 6.01 shall, where applicable,
be recorded in conspicuous legends on the face of the share certificates
evidencing the relevant Common Shares recording that the Common Shares evidenced
by such certificates are subject to the Transfer restrictions contained in
Section 6.01. Pro forma samples of the text of such legends are set out
in Schedule (2).

(3) Each of Pelawan and the
Pelawan Trust hereby provides all authorizations and consents required in order
to procure the issue of documentary share certificates in respect of the Current
Shareholding for so long as those share certificates are required to contain
such legends, and hereby authorizes Anooraq to act as its agent in obtaining
such certificates.

6.03 Covenants

Each of Pelawan and the Pelawan
Trust covenants to Anooraq and all persons who are shareholders of Anooraq from
time to time that:

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- 18 -

| | (1) | during the Initial Period:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (a) | each of Pelawan and the Pelawan Trust will not, and will
      procure that the Beneficial Owners of Pelawan will not, take any actions
      or do any things, or omit to take any actions or omit to do any things
      (including the Transfer of any Equity or interests), that will result in
      an Initial Period Default;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | each of Pelawan and the Pelawan Trust will be and remain
      an HDP;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | a majority of the directors of Pelawan will be HDPs;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | each of Pelawan and the Pelawan Trust will use its
      reasonable commercial endeavours, at the cost of RPM, to support (and not
      in any way to deliberately jeopardise and/or to affect adversely), in such
      manner as RPM or Anooraq may from time to time reasonably request Pelawan
      or the Pelawan Trust in writing, the conversion of the APL Old Order
      Rights (as such term is defined in the Holdco Shareholders Agreement), or
      any of them and/or the grant to the APL Group of any reconnaissance
      permission, prospecting right and/or mining right (as described in the
      MPRD Act) in respect of which any member of the APL Group will have lodged
      an application as at the Commencement Date, as contemplated in Section
      22.3 of the Holdco Shareholders Agreement; and                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (e) | each of Pelawan and the Pelawan Trust will use its
      reasonable commercial endeavours (including, without limitation, on the
      delivery by Anooraq or RPM to Pelawan or the Pelawan Trust of an
      appropriate written request) to act in the interests of the APL Group in
      respect of and/or in connection with the ability of any member of the APL
      Group to retain the Credits and/or to be credited with and/or to be
      afforded and/or granted appropriate benefits in respect of the APL Group,
      as a result of the Transaction (as such term is defined in the Holdco
      Shareholders Agreement), having participated in the facilitation of BEE
      and/or other empowerment, as contemplated in Section 2(d) of the MPRD Act,
      pursuant to Section 2 of Schedule 2 [BEE Principles and Pre-Emptive
      Rights] of the Holdco Shareholders Agreement; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (2) | during the term of this Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (a) | each of Pelawan and the Pelawan Trust will not, and will
      procure that the Beneficial Owners of Pelawan will not, take any actions
      or do any things (including the Transfer of any Equity or interests), that
      will result in a Change of Control in Holdco;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | Pelawan will continue to be the sole beneficiary of the
      Pelawan Trust; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | each of Pelawan and the Pelawan Trust will notify Anooraq
      in writing of any change in the Controlling Group Structure, within 5 days
      of the implementation of such change.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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- 19 -

6.04 Notice

| | (1) | In the event that Plateau either delivers or
      receives:                                                                                           
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                        
| | (a) | a Default Notice pursuant to Section 4.1 of Schedule 2
      [BEE Principles and Pre- Emptive Rights] of the Holdco Shareholders
      Agreement; or   
| |     |                                                                                                                                                        
| | (b) | a Control Change Notice pursuant to Section 6.1 of
      Schedule 2 [BEE Principles and Pre-Emptive Rights] of the Holdco
      Shareholders Agreement,

Plateau will endeavour to promptly
deliver a copy of such notice to Pelawan. For the sake of clarity, any failure
by Plateau to deliver such notice to Pelawan will not affect any of the rights
of Anooraq or Plateau, or relieve Pelawan or the Pelawan Trust of any of their
obligations, under this Agreement.

6.05 Compulsory Disposal

(1) In the event that an Initial
Period Breach or a Change of Control Breach occurs, Anooraq will be entitled,
within 120 days thereafter, to deliver a written notice (Compulsory Disposal
Notice) to Pelawan and the Pelawan Trust, on receipt of which, at Anooraqs
election:

| | (a) | Pelawan will be obliged to sell, and to procure the sale
      of, all of the Current Shareholding and/or its rights and interests as a
      beneficiary of the Pelawan Trust; and/or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                       
| | (b) | the Pelawan Trust will be obliged to sell all of its
      Current Shareholding,                                                                                                      

(collectively the Disposal
Interest), within the Compulsory Disposal Period, to a Qualifying Person
who has complied with the following (the Sale Conditions) as a
condition of such sale:

| | (c) | the Qualifying Person shall sign an accession agreement
      pursuant to which such Qualifying Person agrees to be bound by the
      provisions of this Agreement that are applicable to:                                                                                                                                                                                                                                                
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (d) | the Qualifying Person shall deliver an express
      undertaking to RPM, on terms acceptable to RPM acting reasonably, that all
      rights and security interests of RPM against the Pelawan SPV in accordance
      with the APL Funding Agreements (as such term is defined in the Holdco
      Shareholders Agreement) will remain effective and fully enforceable after
      the acquisition of the Disposal Interest and that,
save

---

- 20 -

| |     | as provided in Section 6.05(1)(e), the assets of the
      Pelawan SPV shall remain unchanged, notwithstanding the sale of the
      Disposal Interest; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (e) | to the extent that the Disposal Interest includes any
      shareholding in the Pelawan SPV or any Common Shares held by or for the
      benefit of the Pelawan SPV, the Qualifying Person shall procure that any
      person that will acquire any Common Shares held by Pelawan SPV, whether
      pursuant to the acquisition of the Disposal Interest or otherwise, has (as
      a condition to such acquisition) signed an accession agreement pursuant to
      which such person agrees to be bound by the same obligations to RPM as
      those of Pelawan, the Pelawan Trust and the Pelawan SPV in accordance with
      the APL Funding Agreements (as such term is defined in the Holdco
      Shareholders Agreement), on terms acceptable to RPM, acting
    reasonably.

(2) In the event that Pelawan,
the Pelawan Trust or both of them, as applicable (the Seller), have
failed to enter into an unconditional binding agreement in respect of the sale
of the Disposal Interest to a Qualified Purchaser by not later than the expiry
of the Compulsory Disposal Period, or, in the event that the Seller will have
entered into a conditional binding agreement in respect of the sale of the
Disposal Interest to a Qualified Purchaser before the expiry of the Compulsory
Disposal Period but the condition to such agreement (being, for these purposes,
the Sale Conditions and a condition that appropriate regulatory consent shall
have been obtained in respect of such sale) shall not have been fulfilled by not
later than the expiry of the Implementation Period, the Seller will appoint
in rem suam an independent merchant bank with appropriate expertise and
experience in respect of the sale of interests similar to the Disposal Interest,
as soon as reasonably possible in the circumstances, to sell the Disposal
Interest to a Qualified Purchaser, subject to the Sale Conditions. In the event
that the Seller shall have failed, by not later than 5 days after the expiry of
the Compulsory Disposal Period or the Implementation Period, as the case may be,
to appoint such independent merchant bank on the basis set out herein, Anooraq
will be entitled, as the agent for and on behalf of the Seller, to appoint such
independent merchant bank for the purposes specified herein. Without limiting
the generality of any of the foregoing, it is specifically recorded that:

| | (a) | the terms of any appointment of an independent merchant
      bank to sell the Disposal Interest to a Qualified Purchaser must oblige
      the merchant bank to endeavour to sell the Disposal Interest at the best
      possible price in the circumstances and subject to the Sale Conditions;
      and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                             
| | (b) | the Seller will be responsible for and will bear all of
      the costs of and incidental to the appointment of such independent
      merchant bank, the costs of such independent merchant bank and the costs
      relating to the sale of the Disposal Interest.                                        

(3) After the implementation of
any compulsory disposal of a Disposal Interest, in accordance with the
provisions of Sections 6.05(1) and 6.05(2):

| | (a) | the Group structure of the relevant Qualified Purchaser
      will be deemed to constitute the Controlling Group Structure;
  and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------

---

- 21 -

| | (b) | the provisions of this Agreement and the provisions of
      the Holdco Shareholders Agreement that are applicable to Pelawan or the
      Pelawan Trust, shall apply to the Qualified
Purchaser.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(4) In the event of an Initial
Period Breach and the failure by RPM for whatever reason to exercise in a timely
manner its rights in terms of Section 5 of Schedule 2 [BEE Principles and
Pre-Emptive Rights] of the Holdco Shareholders Agreement, then Sections 6.05(1)
to 6.05(3) (both inclusive) shall have no further application in respect of such
Initial Period Breach.

(5) In the event of a Change of
Control Breach and the failure by RPM for whatever reason to exercise in a
timely manner its rights in terms of Section 6 of Schedule 2 [BEE Principles and
Pre-Emptive Rights] of the Holdco Shareholders Agreement, then Sections 6.05(1)
to 6.05(3) (both inclusive) shall have no further application in respect of such
Change of Control Breach.

(6) The parties hereby
acknowledge that Pelawan, the Pelawan Trust and the Pelawan SPV may have current
obligations, including security obligations, to RPM in accordance with the APL
Funding Agreements (as such term is defined in the Holdco Shareholders
Agreement) and that any enforcement or exercise by Anooraq of any of its rights
in accordance with this Agreement shall take account of such obligations and to
the extent that any such enforcement or exercise of rights by Anooraq can
reasonably be apprehended to cause or result in a breach by Pelawan, the Pelawan
Trust or the Pelawan SPV of such obligations to RPM, or result in the loss,
disposal or encumbrance of any assets of the Pelawan SPV contrary to the terms
of the APL Funding Agreements (as such term is defined in the Holdco
Shareholders Agreement), (collectively, RPM Effects) it shall be a
condition of such enforcement or exercise of rights by Anooraq that RPM shall
have expressly consented in writing to such RPM Effects, such consent not to be
unreasonably withheld.

ARTICLE 7- ANTI-DILUTION RIGHTS

7.01 Anti-Dilution Rights in Respect of Cash
Offerings

(1) During the period commencing
on the Commencement Date and enduring for so long as the Current Shareholding
constitutes 20% or more of the issued share capital of Anooraq, if Anooraq
proposes to issue any Equity (the Offered Securities), whether pursuant
to a public offering, a private placement or otherwise, for cash consideration
(a Cash Offering), Anooraq shall, at least 15 Business Days prior to
the first date of public announcement (the Announcement Date) of the
proposed issuance (the Issuance), give written notice of the Issuance
to Pelawan including, to the extent known by Anooraq, the full particulars of
the Issuance.

(2) As soon as is practicable,
and in any event at least 5 Business Days before the Announcement Date, Anooraq
shall make an irrevocable offer (the Offer) to either Pelawan or the
Pelawan Trust (as directed by Pelawan) to subscribe for, at the same cash
subscription price as under the Cash Offering, up to that number of Offered
Securities as will enable Pelawan and the Pelawan Trust, upon completion of the
Issuance, to maintain the Current Shareholding at the

---

- 22 -

same percentage of the issued share capital of Anooraq, as that
which existed immediately prior to the Announcement Date. The Offer shall
contain full particulars of the Issuance, including:

| | (a) | the cash subscription price or range of cash subscription
      prices;                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                 
| | (b) | the terms and conditions of the Offered
  Securities;                                                                                           
| |     |                                                                                                                                                 
| | (c) | the number of Offered Securities to be issued or proposed
      to be issued to persons other than Pelawan and the Pelawan
Trust;               
| |     |                                                                                                                                                 
| | (d) | the maximum number of Offered Securities that Pelawan or
      the Pelawan Trust is entitled to subscribe for (the Pelawan
      Entitlement);
| |     |                                                                                                                                                 
| | (e) | a statement as to the use of proceeds; and                                                                                                      
| |     |                                                                                                                                                 
| | (f) | the proposed Announcement Date and the proposed
      completion date for the Issuance.                                                         

(3) The Offer shall provide that
if Pelawan or the Pelawan Trust, as the case may be, intends to subscribe for
any or all of the Pelawan Entitlement, then it may accept the Offer, such
acceptance to be irrevocable, by giving notice of such intention to Anooraq not
later than the Business Day immediately prior to the proposed Announcement Date
set out in the Offer, which notice shall specify:

| | (a) | whether the determination of the Pelawan Entitlement by
      Anooraq is correct and, if not, the correct Pelawan Entitlement; and                                                                                                                                                                                                         
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                            
| | (b) | the number of Offered Securities to be purchased.                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                            
| | (4) | For greater certainty, this Article 7 shall not apply to
      any issuance of:                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                            
| | (a) | Equity pursuant to an unsolicited proposal for an
      issuance by way of a bought deal;                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                            
| | (b) | Equity issued for consideration consisting other than
      solely of cash, including:                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                            
| |     | (i)                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                            
| |     | (ii)                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                            
| |     | (iii)                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                            
| | (c) | Equity issuable on the exercise of a conversion, exchange
      or purchase right attached to a Convertible Security provided that the
      issuance of such Convertible Security was prior to the Commencement Date
      or, if subsequent to the Commencement Date, was subject to and made in
      accordance with this Article 7; or

---

- 23 -

| | (d) | Common Shares pursuant to the exercise of Options or
      otherwise under any Share Incentive Plan.
| | --- | ----------------------------------------------------------------------------------------------------

7.02 Anooraq shareholder approval

In the event that the approval of
Anooraqs shareholders is required in connection with any Issuance, Anooraq,
Pelawan and the Pelawan Trust will cooperate in seeking, and use their
respective reasonable commercial efforts to obtain, such shareholder
approval.

7.03 Completion Arrangements

The completion of the issuance of
Equity to Pelawan or the Pelawan Trust pursuant to this Article 7 shall take
place concurrently with and at the same place as, the completion of the Issuance
giving rise to such exercise, or at such other place, time or date as may be
agreed by Anooraq and either Pelawan or the Pelawan Trust .

ARTICLE 8 REPRESENTATIONS AND WARRANTIES OF
PELAWAN

Each of Pelawan and the Pelawan
Trust represents and warrants to Anooraq that as at the Signature Date and as at
the Commencement Date:

| | (a) | Pelawan is a private company duly incorporated, organized
      and subsisting under the laws of South Africa;                                                                                                                                                                                                                                                                                                                  
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | the Pelawan Trust is a trust duly established and
      subsisting under the laws of South Africa;                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | each of Pelawan and the Pelawan Trust has good and
      sufficient power, authority and right to enter into and deliver this
      Agreement and to complete the transactions to be completed by Pelawan and
      the Pelawan Trust respectively, contemplated hereby;                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | each of Pelawan and the Pelawan Trust is an HDP and there
      are no agreements, options in existence, or Equity in issue, which may
      result in Pelawan or the Pelawan Trust ceasing to be an HDP at any time in
      the future;                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | the contents of the Controlling Group Structure are a
      true and accurate reflection of respectively the constituent parts of the
      Controlling Group Structure and the registered shareholders of Pelawan
      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;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | 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 Pelawan or the Pelawan Trust to Transfer any of the Current
      Shareholding other than pursuant to the provisions of the Initial Funding
      Agreements, this Agreement or the Pelawan Trust Deed;
and                                                                      

---

- 24 -

| | (g) | neither the entering into nor the delivery of this
      Agreement nor the completion of the transactions contemplated hereby by
      Pelawan or the Pelawan Trust will result in the violation of:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                     
| |     | (i)                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                     
| |     | (ii)                                                                                                                                                                                                
| |     |                                                                                                                                                                                                     
| |     | (iii)                                                                                                                                                                                               
| |     |                                                                                                                                                                                                     
| |     | (iv)                                                                                                                                                                                                

ARTICLE 9 - GENERAL

9.01 Confidentiality

Pelawan and the Pelawan Trust may
not, without the prior written consent of Anooraq, at any time while Pelawan or
the Pelawan Trust is a shareholder of Anooraq and after each of Pelawan and the
Pelawan Trust ceases to be a shareholder of Anooraq, disclose to anyone or use
for any purpose other than for the business of Anooraq any confidential
information concerning the business and affairs of Anooraq and will hold all
such information in strictest confidence, except as may be required to comply
with any applicable law, governmental or regulatory authority, rule, regulation
or order, including the filings and disclosures required under securities
laws.

9.02 Further Assurances

Each of the Parties will from
time to time execute and deliver all such further documents and instruments and
do all acts and things as another party may reasonably require to effectively
carry out or better evidence or perfect the full intent and meaning of this
Agreement.

9.03 Time of the Essence

Time is of the essence of this Agreement.

9.04 Benefit of the Agreement

This Agreement will enure to the
benefit of and be binding upon the respective heirs, executors, administrators,
other legal representatives, successors and permitted assigns of the
Parties.

9.05 Amendments, Waivers and Consents

(1) No amendment to this
Agreement will be valid or binding unless set forth in writing and duly executed
by all of the Parties.

---

- 25 -

(2) No waiver by Anooraq of any
breach of any provision of this Agreement and no consent granted hereunder by
Anooraq will be effective or binding unless approved by a resolution of a
Disinterested Majority and approved in writing by the Pelawan Trust.

9.06 Assignment

Except as may be expressly
provided in this Agreement, none of the Parties may assign such Partys rights
or obligations under this Agreement without the prior written consent of the
other Parties.

9.07 Termination

This Agreement will terminate
upon both Pelawan and the Pelawan Trust (including, for greater certainty, any
Qualified Purchaser) ceasing to Beneficially Own any Common Shares.

9.08 Severability

If any provision of this
Agreement is determined to be invalid or unenforceable in whole or in part, such
invalidity or unenforceability will attach only to such provision or part
thereof and the remaining part of such provision and all other provisions hereof
will continue in full force and effect.

9.09 Notices

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

To Anooraq:

The Chairman of the Audit Committee
Anooraq 4th Floor, 82 Grayston Drive Sandton
Johannesburg 2146 South Africa

Facsimile No.: +2711 883 0836

With a copy to:

---

- 26 -

The CFO Anooraq4th
Floor, 82 Grayston Drive Sandton Johannesburg 2146 South
Africa

Facsimile No.: +2711 883 0836

To Pelawan:

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

Facsimile No.: +2711 883 0836

To The Pelawan Trust:

Deneys Reitz Trustees (Proprietary)
Limited 82 Maude Street Sandton South Africa

Attention: Deseré Jordaan

Facsimile No.: +2711 535 5242

or to such other address,
individual or electronic communication number as may be designated by notice
given by any Party to the others. 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 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 will be given by personal delivery or by electronic
communication.

---

- 27 -

9.10 Governing Law

This Agreement is governed by and
will be construed in accordance with the laws of the Province of British
Columbia and the laws of Canada applicable therein.

9.11 Arbitration

(1) The Parties agree to submit
to the process of mediation with a duly qualified commercial mediator, all
disputes arising out of or in connection with this Agreement. If any such
disputes are not resolved through mediation the matter in dispute will be
referred to and finally resolved by arbitration under the International
Commercial Arbitration Rules of Procedure (the Arbitration Rules) of
the British Columbia International Commercial Arbitration Centre (the
Arbitration Centre). The appointing authority will be the Arbitration
Centre. The case will be administered by the Arbitration Centre in accordance
with the Arbitration Rules.

(2) The arbitration will be
conducted in the English language and the arbitration will take place in
Vancouver, British Columbia, Canada.

(3) Any arbitration award made
pursuant to this Section 9.11 will be final and binding on all the Parties
hereto and may be enforced in any court of competent jurisdiction. Any report
prepared by any arbitration panel constituted hereunder will be delivered to
each of the Parties.

(4) Each Party will continue
performance of its obligations under this Agreement while the arbitration
procedures of Section 9.11 are implemented.

9.12 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
will have jurisdiction to entertain any action arising under this Agreement.
Each of the Parties hereby attorns to the jurisdiction of the courts of the
Province of British Columbia.

9.13 Counterparts

This Agreement may be executed in
any number of counterparts, each of which will be deemed to be an original and
all of which taken together will be deemed to constitute one and the same
instrument.

9.14 Electronic Execution

Delivery of an executed signature
page to this Agreement by any Party by electronic transmission will be as
effective as delivery of a manually executed copy of this Agreement by such
Party.

---

- 28 -

IN WITNESS WHEREOF the parties have executed this
Agreement.

| | Anooraq Resources Corporation                  
| | -----------------------------------------------
| |                                                
| | Per:                                           
| |                                                
| | Name:                                          
| |                                                
| | Name:                                          
| |                                                
| | Pelawan Investments (Proprietary)
      Limited
| |                                                
| | Per:                                           
| |                                                
| | Name:                                          
| |                                                
| | The Pelawan Trust                              
| |                                                
| | Per:                                           
| |                                                
| | Name:                                          
| |                                                
| | Name:                                          
| |                                                
| | Plateau Resources (Proprietary)
      Limited  
| |                                                
| | Per:                                           
| |                                                
| | Name:                                          

---

SCHEDULE 1.01(r)

Organogram

---

Pelawan Shareholders

COMPANY NAME / TRUST NAME
      Qty shares /votes
        in company
      Interestin
        company
      ***Qty*** shares
        ***in*** Pelawan
      Gender
      Female vote
      ***Male*** vote
      Female beneficial
      Male beneficial7.1
      African Minerals Professionals (Pty) Ltd
      
      
      17.0%SHAREHOLDERSAsna Happy Chris Harold Motaung
      257
      25.8%
      4.4%
      M
      0.0%
      4.4%
      0.0%
      4.4%Josiah Mashigo
      200
      20.1%
      3.4%
      M
      0.0%
      3.4%
      0.0%
      3.4%Moropa Ebenezer Madisha
      184
      18.5%
      3.1%
      M
      0.0%
      3.1%
      0.0%
      3.1%Menzi Gqweta
      184
      18.5%
      3.1%
      M
      0.0%
      3.1%
      0.0%
      3.1%Ralebuso Paul Bokaba
      171
      17.2%
      2.9%
      M
      0.0%
      2.9%
      0.0%
      2.9%9967.2
      Siyanda Trust
      
      
      2.0%TRUSTEESJosiah Mashigo
      1
      20.0%
      0.4%
      M
      0.0%
      0.4%Lindani Mthwa
      1
      20.0%
      0.4%
      M
      0.0%
      0.4%Mzwandile Nombewu
      1
      20.0%
      0.4%
      M
      0.0%
      0.4%Harold Motaung
      1
      20.0%
      0.4%
      M
      0.0%
      0.4%Mncedisi Ndlovu
      1
      20.0%
      0.4%
      M
      0.0%
      0.4%57.2.2
      Beneficiaries are a group of previously disadvantaged
        students
      
      
      
      
      
      1.0%
      1.0%Assume percentage to be female
      50%7.3
      Legakabje Mining and Exploration (Pty) Ltd
      
      
      6.9%SHAREHOLDERSMapholo Isabell Mohale
      140
      9.3%
      0.6%
      F
      0.6%
      0.0%
      0.6%
      0.0%Mpopelele Jeanette Maja
      400
      26.7%
      1.8%
      F
      1.8%
      0.0%
      1.8%
      0.0%Lazarus Mboshwa Mahlangu
      400
      26.7%
      1.8%
      M
      0.0%
      1.8%
      0.0%
      1.8%


---

- 2 -

Ramatsimele Francinah Motjoadi
      140
      9.3%
      0.6%
      F
      0.6%
      0.0%
      0.6%
      0.0%Mathuding Julia Ramatlhodi
      420
      28.0%
      1.9%
      F
      1.9%
      0.0%
      1.9%
      0.0%15007.4
      Basadi-Ba-Bapedi Cultural Development Trust
      
      
      1.6%TRUSTEESRamatsemele Francinah MotjoadiKgaapu Stanley MphahleleThokwane Phineas MolotoRamatsobane Happy ThabaArletta FranksMathole Serofo MotshegaMmabatho Maureen Seboko7.4.2
      All rights, title and interest in Pelawan
        vested into trust noted in7.4.27.4.2
      Basadi-Ba-Bapedi Cultural Development Trust2TRUSTEESRamatsemele Francinah Motjoadi
      1
      33.3%
      0.5%
      F
      0.5%
      0.0%Kgaapu Stanley Mphahlele
      1
      33.3%
      0.5%
      M
      0.0%
      0.5%Thokwane Phineas Moloto
      1
      33.3%
      0.5%
      M
      0.0%
      0.5%37.4.2.3
      Beneficiaries are HDPs
      
      
      
      
      
      
      1.6%
      0.0%Assume percentage to be female
      100%7.5
      Zonkizizwe Investment Trust
      
      
      4.0%TRUSTEESHenry Gordon Makgoti
      1
      33.3%
      1.3%
      M
      0.0%
      1.3%


---

- 3 -

Hermanus Gabriel Loots
      1
      33.3%
      1.3%
      M
      0.0%
      1.3%Kopeng Obed Bapela
      1
      33.3%
      1.3%
      M
      0.0%
      1.3%37.5.3
      The income beneficiaries of this trust are the shareholders
        ofZIPLSHAREHOLDERSP M Langa
      16.66%
      16.7%
      0.7%
      M
      
      
      0.0%
      0.7%H G Makgothi
      16.67%
      16.7%
      0.7%
      M
      
      
      0.0%
      0.7%B A Manci
      16.67%
      16.7%
      0.7%
      M
      
      
      0.0%
      0.7%G N Shope
      16.67%
      16.7%
      0.7%
      M
      
      
      0.0%
      0.7%H G Loots
      16.67%
      16.7%
      0.7%
      M
      
      
      0.0%
      0.7%J N Nkadimeng
      16.66%
      16.7%
      0.7%
      M
      
      
      0.0%
      0.7%100.00%7.6
      Prime Skill Development Trust
      
      
      4.0%TRUSTEESGladstone Reuben
      1
      33.3%
      1.3%
      M
      0.0%
      1.3%Tumelo Motsisi
      1
      33.3%
      1.3%
      M
      0.0%
      1.3%Shahil Maharaj
      1
      33.3%
      1.3%
      M
      0.0%
      1.3%37.6.2
      Beneficiaries are HDP unskilled youth, people
        with disabilities and
      
      
      
      
      
      2.0%
      2.0%womenAssume percentage to be female
      50%7.7
      African Mining Development Trust
      
      
      4.0%TRUSTEESDavid Nhlapo
      1
      33.3%
      1.3%
      M
      0.0%
      1.3%Ray Conco
      1
      33.3%
      1.3%
      M
      0.0%
      1.3%Mthunzi Qawu
      1
      33.3%
      1.3%
      M
      0.0%
      1.3%3


---

- 4 -

7.7.3
      Beneficiaries are HDP
      
      
      
      
      
      
      2.0%
      2.0%Assume percentage to be female
      50%7.8
      Africa Without Boundaries Mining (Pty) Ltd
      
      
      10.0%SHAREHOLDERSRaesibe Gloria Tlokana (Director)
      200
      20.0%
      2.0%
      F
      2.0%
      0.0%
      2.0%
      0.0%Dikeledi Phatudi
      200
      20.0%
      2.0%
      F
      2.0%
      0.0%
      2.0%
      0.0%Pauline Mametsi Kgati
      150
      15.0%
      1.5%
      F
      1.5%
      0.0%
      1.5%
      0.0%Akose Lucia Maaka
      150
      15.0%
      1.5%
      F
      1.5%
      0.0%
      1.5%
      0.0%Innocent Khathi (Director)
      300
      30.0%
      3.0%
      F
      3.0%
      0.0%
      3.0%
      0.0%10007.9
      Leswika Womens Investments (Pty) Ltd
      
      
      10.0%SHAREHOLDERSKhensani Mavis Chabane
      10
      7.1%
      0.7%
      F
      0.7%
      0.0%
      0.7%
      0.0%Thembisile Geraldine Kumalo
      10
      7.1%
      0.7%
      F
      0.7%
      0.0%
      0.7%
      0.0%Gloria Grace Mabunda (Director)
      10
      7.1%
      0.7%
      F
      0.7%
      0.0%
      0.7%
      0.0%Phillistus Dikeledi Magadzi (Director)
      10
      7.1%
      0.7%
      F
      0.7%
      0.0%
      0.7%
      0.0%Helen Dineo Mphahlele (Director)
      10
      7.1%
      0.7%
      F
      0.7%
      0.0%
      0.7%
      0.0%Makau Mary Mavanyisi
      10
      7.1%
      0.7%
      F
      0.7%
      0.0%
      0.7%
      0.0%Christina Mashangu Mayevu (Director)
      10
      7.1%
      0.7%
      F
      0.7%
      0.0%
      0.7%
      0.0%Layla Mahomed Motau
      10
      7.1%
      0.7%
      F
      0.7%
      0.0%
      0.7%
      0.0%Grace Mushwana
      10
      7.1%
      0.7%
      F
      0.7%
      0.0%
      0.7%
      0.0%Vuyiswa Zola Ngendane (Director)
      10
      7.1%
      0.7%
      F
      0.7%
      0.0%
      0.7%
      0.0%Thembisile Ellen Nwedamutswu
      10
      7.1%
      0.7%
      F
      0.7%
      0.0%
      0.7%
      0.0%Mahlodi Alice Phatudi (Director)
      10
      7.1%
      0.7%
      F
      0.7%
      0.0%
      0.7%
      0.0%Katametsi Pollet Sennelo (Director)
      10
      7.1%
      0.7%
      F
      0.7%
      0.0%
      0.7%
      0.0%Innocentia Menge Mabuela
      10
      7.1%
      0.7%
      F
      0.7%
      0.0%
      0.7%
      0.0%Nanikie Sophie Mabuela (Director)
      0
      0.0%
      0.0%
      F
      0.0%
      0.0%
      0.0%
      0.0%


---

- 5 -

1407.10
      Miracle Mile Investments 74 (Pty) Ltd
      
      
      4.0%SHAREHOLDERSLucky Mbangeni
      13
      1.3%
      0.1%
      M
      0.0%
      0.1%
      0.0%
      0.1%Edwin Bogopa
      13
      1.3%
      0.1%
      M
      0.0%
      0.1%
      0.0%
      0.1%Arthur Marawa
      8
      0.8%
      0.0%
      M
      0.0%
      0.0%
      0.0%
      0.0%Daniel Phalana (Director)
      33
      3.3%
      0.1%
      M
      0.0%
      0.1%
      0.0%
      0.1%Tshepo Marule
      13
      1.3%
      0.1%
      M
      0.0%
      0.1%
      0.0%
      0.1%M Ntsoane (Director)
      43
      4.3%
      0.2%
      M
      0.0%
      0.2%
      0.0%
      0.2%Kabelo Molisana
      13
      1.3%
      0.1%
      M
      0.0%
      0.1%
      0.0%
      0.1%Mzamani Mdaka
      64
      6.4%
      0.3%
      M
      0.0%
      0.3%
      0.0%
      0.3%Dennis Mashile
      13
      1.3%
      0.1%
      M
      0.0%
      0.1%
      0.0%
      0.1%Dalikhaya Rain Zihlangu
      43
      4.3%
      0.2%
      M
      0.0%
      0.2%
      0.0%
      0.2%Tebogo Makou (Director)
      33
      3.3%
      0.1%
      M
      0.0%
      0.1%
      0.0%
      0.1%Theo Qabaka
      8
      0.8%
      0.0%
      M
      0.0%
      0.0%
      0.0%
      0.0%Masempane Lydia Thato Makola (Director)
      0
      0.0%
      0.0%
      F
      0.0%
      0.0%
      0.0%
      0.0%Maabi Foundation trust
      650
      65.0%
      2.6%
      M
      0.0%
      2.6%
      0.0%
      2.6%Lentswe Consulting (Pty) Ltd
      53
      5.3%
      0.2%
      F
      0.2%
      0.0%
      0.2%
      0.0%10007.11
      Figure Eight Investments (Pty) Ltd
      
      
      24.0%SHAREHOLDERSTumelo Motsisi family trust
      50
      50.0%
      12.0%Thandiswa Mahlati
      50
      50.0%
      12.0%1007.11.2
      Tumelo Motsisi Family TrustTRUSTEESTumelo Motsisi
      1
      33.3%
      4.0%
      M
      0.0%
      4.0%Mooketsi Motsisi
      1
      33.3%
      4.0%
      M
      0.0%
      4.0%


---

- 6 -

David Howard Levine
      1
      33.3%
      4.0%
      M
      0.0%
      4.0%3BENEFICIARIESTumelo Moathlodi Motsisi
      1
      50.0%
      6.0%
      M
      
      
      0.0%
      6.0%Tsepo Levi Motsisi
      1
      50.0%
      6.0%
      M
      
      
      0.0%
      6.0%27.11.3
      Zenzolo TrustTRUSTEESThandiswa Mahlati
      1
      50.0%
      6.0%
      F
      6.0%
      0.0%Paddy Dennis Lockitch
      1
      50.0%
      6.0%
      M
      0.0%
      6.0%2BENEFICIARIESLonwabo Fezekile Mahlati
      1
      33.3%
      4.0%
      M
      
      
      0.0%
      4.0%Thandiswa Mahlati
      1
      33.3%
      4.0%
      F
      
      
      4.0%
      0.0%Zimvo Mahlati
      1
      33.3%
      4.0%
      M
      
      
      0.0%
      4.0%any other children born of the marriage between
      3Lonwabo Fezelikile Mahlati and Thandiswa Mahlati7.12
      Tshanduko Investments (Pty) Ltd
      
      
      6.9%SHAREHOLDERSNazir Ahmed Kathrada
      250
      25.0%
      1.7%
      M
      0.0%
      1.7%
      0.0%
      1.7%Mncedisi Richard Ndlovu
      250
      25.0%
      1.7%
      M
      0.0%
      1.7%
      0.0%
      1.7%Sifiso Winston Ngema
      250
      25.0%
      1.7%
      M
      0.0%
      1.7%
      0.0%
      1.7%Nontsikelelo Ngwenya
      250
      25.0%
      1.7%
      F
      1.7%
      0.0%
      1.7%
      0.0%Dudula Mpumelelo Zondi (Director)
      0
      0.0%
      0.0%
      F
      0.0%
      0.0%
      0.0%
      0.0%Mthembeni Lawrence Mkhize (Director)
      0
      0.0%
      0.0%
      M
      0.0%
      0.0%
      0.0%
      0.0%10007.13
      Mookodi Trading (Pty) Ltd
      
      
      4.0%SHAREHOLDERS


---

- 7 -

Welhemina Neo Moleko (Director)
      20
      20.0%
      0.8%
      F
      0.8%
      0.0%
      0.8%
      0.0%Pinkie Sharon Kekana (Director)
      20
      20.0%
      0.8%
      F
      0.8%
      0.0%
      0.8%
      0.0%Semakaleng Mirriam Moatlhodi (Director)
      20
      20.0%
      0.8%
      F
      0.8%
      0.0%
      0.8%
      0.0%Maria Mokigaetjie Dorah Maraba (Director)
      20
      20.0%
      0.8%
      F
      0.8%
      0.0%
      0.8%
      0.0%Moshito Rosinas Victoria Mokgalong (Director)
      20
      20.0%
      0.8%
      F
      0.8%
      0.0%
      0.8%
      0.0%Mamodupi Maria Rantho (Director)
      0
      0.0%
      0.0%
      F
      0.0%
      0.0%
      0.0%
      0.0%1007.14
      Ditau Investment Company (Pty) Ltd
      
      
      1.2%SHAREHOLDERSConstance Bontihe Bapela (Director)
      34
      37.8%
      0.5%
      F
      0.5%
      0.0%
      0.5%
      0.0%Lemuel Tebogo Kupi (Director)
      30
      33.3%
      0.4%
      M
      0.0%
      0.4%
      0.0%
      0.4%Norman Mahlomola Tabane (Director)
      10
      11.1%
      0.1%
      M
      0.0%
      0.1%
      0.0%
      0.1%Thoko Elizabeth Hlatywayo
      5
      5.6%
      0.1%
      F
      0.1%
      0.0%
      0.1%
      0.0%Kedibone Anna Hlatshwayo
      5
      5.6%
      0.1%
      F
      0.1%
      0.0%
      0.1%
      0.0%Themba Paul Bapela (Director)
      2
      2.2%
      0.0%
      M
      0.0%
      0.0%
      0.0%
      0.0%Grace Anikie Makoe (Director)
      2
      2.2%
      0.0%
      F
      0.0%
      0.0%
      0.0%
      0.0%Sejaba Elisa Pitso (Director)
      2
      2.2%
      0.0%
      F
      0.0%
      0.0%
      0.0%
      0.0%907.15
      Isolomzi Investments (Pty) Ltd
      
      
      0.4%SOLE SHAREHOLDERGladstone Reuben
      100
      100.0%
      0.4%
      M
      0.0%
      0.4%
      0.0%
      0.4%Total
      
      
      100.0%
      
      38.2%
      61.8%
      42.2%
      57.8%


---

SCHEDULE 6.02(2)

LEGENDS

(1) In accordance with Section
6.02(2) of the Agreement, and in addition to any applicable legending
requirements of the TSX Venture Exchange or the Toronto Stock Exchange:

| | (a) | a share certificate evidencing that number of the Current
      Shareholding comprising 52% of the issued share capital of Anooraq at the
      Commencement Date; and                                                                                                                            
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                   
| | (b) | a share certificate evidencing the balance of the Current
      Shareholding, which balance consists of number of Common Shares comprising
      the Current Shareholding less the number of Common Shares comprising 52%
      of the issued share capital of Anooraq at the Commencement
  Date,

will bear the following legends in a
conspicuous location on its face:

THE SECURITIES REPRESENTED HEREBY ARE
SUBJECT TO THE TRANSFER RESTRICTIONS SET OUT IN ARTICLE 6.01 OF THE SHAREHOLDERS
AGREEMENT MADE DURING OR ABOUT , 2008 BETWEEN PELAWAN, ANOORAQ AND THE PELAWAN
TRUST (BEING A TRUST ESTABLISHED IN ACCORDANCE WITH THE TRUST DEED DATED
SEPTEMBER 2, 2004 BETWEEN PELAWAN, DENEYS REITZ TRUSTEES (PROPRIETARY) LIMITED,
TUMELO MOATHLODI MOTSISI, ASNA CHRIS HAROLD MOTAUNG AND ANOORAQ).

---