UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549  FORM 20-F ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934
            For the fiscal year ended October 31, 2002
 Commission
            file number  0-30622CIK Number 0001028277ANOORAQ
            RESOURCES CORPORATION___________________________________________________________________________
          (Exact name of Registrant
            as specified in its charter)ANOORAQ
            RESOURCES CORPORATION
            ___________________________________________________________________________
          (Translation of Registrant's
            name into English)BRITISH
            COLUMBIA, CANADA
            ___________________________________________________________________________
          (Jurisdiction of incorporation or organization)1020
            - 800 WEST PENDER STREET,
            VANCOUVER, BC
            CANADA V6C 2V6
            ___________________________________________________________________________
          (Address of principal executive
            offices)Securities registered or to
            be registered pursuant to Section 12(b) of the Act.Title
            of each class
          ____________________________________
          ____________________________________
        Name of
            each exchange on which registered
          ____________________________________
          ____________________________________Securities registered or to
            be registered pursuant to Section 12(g) of the Act.___________________________________________________________________________
          (Title of Class)___________________________________________________________________________
          (Title of Class)Securities for which there
            is a reporting obligation pursuant to Section 15(d) of the Act.___________________________________________________________________________
          (Title of Class)Indicate the number of outstanding
            shares of each of the issuer's classes of capital or common stock
            as of the close of the period covered by the annual report.
          32,148,463 common sharesIndicate by check mark whether
            the registrant (1) has filed all reports required to be filed by Section
            13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
            12 months (or for such shorter period that the registrant was required
            to file such reports), and (2) has been subject to such filing requirements
            for the past 90 days.YESIndicate by check mark which
            financial statement item the registrant has elected to follow.ITEM 17(APPLICABLE ONLY TO ISSUERS
            INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)Indicate by check mark whether
            the registrant has filed all documents and reports required to be
            filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of
            1934 subsequent to the distribution of securities under a plan confirmed
            by a court.Yes   No
 Currency and Exchange Rates All monetary amounts contained in
    this Annual Report are, unless otherwise indicated, expressed in Canadian
    dollars. On March 1, 2003, the Federal Reserve noon rate for Canadian Dollars
    was US$1.00: Cdn$1.4871 (see Item 4 for further historical Exchange Rate Information).  T A B L E O F C O N T E N T S ITEM 1 IDENTITY OF DIRECTORS, SENIOR
    MANAGEMENT AND ADVISERS ITEM 2 OFFER STATISTICS AND EXPECTED
    TIMETABLE ITEM 3 KEY INFORMATION ITEM 4 INFORMATION ON THE COMPANY ITEM 5 OPERATING AND FINANCIAL REVIEW
    AND PROSPECTS ITEM 6 DIRECTORS, SENIOR MANAGEMENT
    AND EMPLOYEES ITEM 7 MAJOR SHAREHOLDERS AND RELATED
    PARTY TRANSACTIONS ITEM 8 FINANCIAL INFORMATION ITEM 9 THE OFFER AND LISTING ITEM 10 ADDITIONAL INFORMATION ITEM 11 QUANTITATIVE AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK ITEM 12 DESCRIPTION OF SECURITIES
    OTHER THAN EQUITY SECURITIES ITEM 13 DEFAULTS, DIVIDEND ARREARAGES
    AND DELINQUENCIES ITEM 14 MATERIAL MODIFICATIONS TO
    THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS ITEM 15 [RESERVED] ITEM 16 [RESERVED] ITEM 17 FINANCIAL STATEMENTS ITEM 18 FINANCIAL STATEMENTS ITEM 19 EXHIBITS   PART 1 ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable (this is an Annual Report only)  ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable (this is an Annual Report only)  ITEM 3 KEY INFORMATION A. Selected Financial Data The following constitutes selected financial data
    for Anooraq for the last five fiscal years ended October 31, 2002, in Canadian
    dollars, presented in accordance with Canadian generally accepted accounting
    principles ("GAAP") and United States GAAP. (Cdn$)
        As
            at October 31Balance Sheet Data
        2002
        2001
        2000
        1999
        1998Total assets according to
            financial statements (CDN GAAP)(1)
        $ 7,725,606
        $
            6,888,322
        $
            886,870
        $
            967,517
        $
            1,813,202Total Assets (US GAAP)(2)
        7,725,606
        6,888,322
        886,870
        967,517
        1,813,202Total liabilities
        92,114
        230,305
        202,195
        67,470
        16,371Share capital
        20,048,474
        16,708,903
        8,897,689
        5,285,107
        5,264,867Deficit (CDN GAAP)
        $(12,414,982)
        $
            (10,050,886)
        $
            (8,213,014)
        $
            (4,385,059)
        $
            (3,468,036)Deficit (US GAAP)
        (12,414,982)
        (10,050,887)
        (8,213,015)
        (4,385,060)
        (3,468,036)
 (Cdn$)
        As
            at October 31Period End Balances
            (as at)
        2002
        2001
        2000
        1999
        1998Working capital
        $
            3,276,580
        $
            2,402,190
        $
            681,869
        $
            675,118
        $
            1,736,780Equipment, net
        37,627
        55,826
        2,805
        44,929
        60,051Mineral property interests
        4,200,000
        4,200,001
        1
        1
        --Shareholders' equity
        7,633,492
        6,658,017
        8,684,675
        900,048
        1,796,831Number of outstanding shares
        32,148,463
        27,384,880
        14,182,413
        9,752,195
        9,721,195
 No cash or other dividends have been
    declared. (Cdn$)
        As
            at October 31Statement of Operations
            Data
        2002
        2001
        2000
        1999
        1998Investment and Other Income
        $
            38,341
        $
            40,982
        $
            48,783
        $
            31,998
        $
            87,427General and administrative
            expenses
        1,426,350
        315,904
        365,126
        660,736
        351,641Write down of mineral property
            interests and investments
        1
        -
        -
        539,951
        2Exploration Expenditures
        976,087
        1,444,583
        3, 511,512
        228,280
        601,044Loss according to financial
            statements (CDN GAAP)
        (2,364,096)
        (1,837,872)
        (3,827,955)
        (966,806)
        (860,259)Loss according to financial
            statements (US GAAP)
        (2,364,096)
        (1,837,872)
        (3,827,955)
        (966,806)
        (860,259)Loss from continuing operations
            per Common Share
        (0.08)
        (0.11)
        (0.29)
        (0.10)
        (0.09)Loss per Share (US GAAP)(2)
        (0.08)
        (0.11)
        (0.29)
        (0.10)
        (0.10)
 Notes: See Item 17 for accompanying consolidated financial
    statements reconciled to United States accepted accounting principles for
    further details. B. Capitalization and Indebtedness Not applicable (this is an Annual Report only) C. Reasons for the Offer and Use of Proceeds Not applicable (this is an Annual Report only) D. Risk Factors The Platreef Project Contains No Known Ore.The Registrant has purchased control of a private South African company,
    Plateau Resources (Pty) Limited, now a wholly-owned subsidiary, which holds
    the mineral title to the "Platreef Project", the mineral project
    which is the Registrant's principal focus. There is no known body of
    commercially viable ore on the Platreef Project, which is a prospect only.
    Extensive additional exploration work will be required to ascertain if any
    mineralization may be economic. Exploration for minerals is a speculative
    venture necessarily involving substantial risk. There is no certainty that
    the expenditures to be made by the Registrant on its Platreef Project or other
    mineral properties will result in discoveries of commercial quantities of
    ore. Further Funding Needed to Avoid Loss of
    Platreef Interest. Currently, the Registrant's only means of
    generating funds is through equity offerings of its securities, and there
    can be no assurance that such financings will generate any or sufficient amounts
    to allow the Registrant to discharge its obligations under the Loan Facility.
    In the event the Registrant is unable to discharge its obligations in a timely
    manner, the Registrant may be forced to forfeit its interest in the private
    corporation that holds the Platreef Project interests. Limited Assurance to the Registrant's
    Title to the Platreef Project.Although the Registrant has done a
    review of titles to Plateau's mineral interests, it has not obtained
    title insurance nor any formal legal opinion with respect to Plateau's
    properties and there is no guarantee of title. The mineral properties may
    be subject to prior unregistered agreements or transfers, and title may be
    affected by undetected defects or changes in mineral tenure laws. Plateau's
    mineral interests consist of mineral claims, which have not been surveyed,
    and therefore, the precise area and location of such claims or rights may
    be in doubt. Uncertain Project Realization Values.Anooraq capitalizes acquisition costs incurred in connection with
    its mineral property interests. While Anooraq believes these costs (of approximately
    $4.2 million in the case of the Platreef Project) are realizable notwithstanding
    the lack of certainty whether the mineralized material of its Platreef Project
    is currently economically viable or may be classified as ore, there can be
    no assurance that Anooraq could dispose of its mineral interests for their
    financial statement carrying values which would mean a diminution in the book
    value of shareholder equity. Costs not associated with a direct acquisition
    of a mineral property interest are expensed. Anooraq Has No History of Earnings and No
    Foreseeable Earnings.Anooraq has an long history of losses and there
    can be no assurance that Anooraq will ever be profitable. Anooraq has paid
    no dividends on its shares since incorporation and does not anticipate paying
    in the foreseeable future. Going Concern Assumption.Anooraq's
    consolidated financial statements have been prepared assuming Anooraq will
    continue on a going-concern basis; however unless additional funding is obtained
    this assumption will have to change and Anooraq's assets may have to
    be written-down to asset prices realizable in insolvency or distress circumstances. General Mining Risks. The mining
    industry in general is intensely competitive and there is no assurance that,
    even if commercial quantities of ore are discovered, a profitable market may
    exist for the sale of minerals produced by the Registrant. Factors beyond
    the control of Anooraq will affect the marketability of any substances discovered.
    Mineral prices have fluctuated widely in recent years. Government regulations
    relating to price, royalties, allowable production and importing and exporting
    of minerals can adversely affect Anooraq. There can be no certainty that Anooraq
    will be able to obtain all necessary licenses and permits that may be required
    to carry out exploration, development and operations at its projects and environmental
    concerns about mining in general continue to be a significant challenge for
    Anooraq as they are for all mining companies. The Registrant competes with
    many companies possessing far greater financial resources and technical facilities
    than itself for the acquisition of mineral concessions, claims, leases and
    other mineral interests as well as for the recruitment and retention of qualified
    employees. Anooraq's Share Price is Volatile.The market price of a publicly traded stock, especially a junior resource
    issuer like the Registrant, is affected by many variables not directly related
    to the exploration success of the Registrant, including the market for junior
    resource stocks, the strength of the economy generally, the availability and
    attractiveness of alternative investments, and the breadth of the public market
    for the stock. The effect of these and other factors on the market price of
    the common shares on the TSX Venture suggests the Registrant's shares
    will continue to be volatile. The Registrant's Directors and Officers
    are Part-Time and Serve as Directors and Officers of Other Companies.All
    of the directors and officers of the Registrant serve as officers and/or directors
    of other resource exploration companies and are engaged and will continue
    to be engaged in the search for additional resource opportunities on their
    own behalf and on behalf of other companies, and situations may arise where
    these directors and officers will be in direct competition with the Registrant.
    Such potential conflicts, if any, will be dealt with in accordance with the
    relevant provisions of British Columbia corporate and common law. In order
    to avoid the possible conflict of interest which may arise between the directors'
    duties to the Registrant and their duties to the other companies on whose
    boards they serve, the directors and officers of the Registrant expect that
    participation in exploration prospects offered to the directors will be allocated
    between the various companies that they serve on the basis of prudent business
    judgement and the relative financial abilities and needs of the companies
    to participate. The success of the Registrant and its ability to continue
    to carry on operations is dependent upon its ability to retain the services
    of certain key employees and members of its board of directors. Foreign Jurisdiction Risks; Operating in
    South Africa. The Registrant's activities in South Africa are
    subject not only to risks common to operations in the mining industry, but
    as well the political and economic uncertainties of operating in a foreign
    jurisdiction, namely South Africa which itself has recently undergone major
    constitutional changes to effect majority rule and mineral title. Accordingly,
    all laws may be considered relatively new resulting in risk such as possible
    misinterpretation of new laws, unilateral modification of mining or exploration
    rights, operating restrictions, increased taxes, environmental regulation,
    mine safety and other risks arising out of a new sovereignty over mining,
    any or all of which could have an adverse impact upon the Registrant. The
    Registrant's operations may also be affected in varying degrees by political
    and economic instability, terrorism, crime, extreme fluctuations in currency
    exchange rates and inflation. The Registrant's operations and exploration
    activities are subject to South African federal and provincial laws and regulations
    governing protection of the environment. These laws are continually changing
    and, as a general matter, are becoming more restrictive. Likely PFIC Status Has Possible Adverse
    Tax Consequences for U.S. Investors. Potential investors who are U.S.
    taxpayers should be aware that the Registrant expects to be a passive foreign
    investment company ("PFIC") for the current fiscal year, and may
    also have been a PFIC in prior years and may also be a PFIC in subsequent
    years. If the Registrant is a PFIC for any year during a U.S. taxpayer's
    holding period, then such U.S. taxpayer generally will be required to treat
    any so-called "excess distribution" received on its common shares,
    or any gain realized upon a disposition of common shares, as ordinary income
    and to pay an interest charge on a portion of such distribution or gain, unless
    the taxpayer makes a qualified electing fund ("QEF") election or
    a mark-to-market election with respect to the shares of the Registrant. In
    certain circumstances, the sum of the tax and the interest charge may exceed
    the amount of the excess distribution received, or the amount of proceeds
    of disposition realized, by the taxpayer. A U.S. taxpayer who makes a QEF
    election generally must report on a current basis its share of the Registrant's
    net capital gain and ordinary earnings for any year in which the Registrant
    is a PFIC, whether or not the Registrant distributes any amounts to its shareholders.
    A U.S. taxpayer who makes the mark-to-market election generally must include
    as ordinary income each year the excess of the fair market value of the common
    shares over the taxpayer's tax basis therein. Shares of the Registrant may be Affected
    Adversely by Penny Stock Rules. The Registrant's stock may be
    subject to U.S. "Penny Stock" rules, which may make the stock more
    difficult to trade on the open market. The Registrant's common shares
    have traded on the TSX Venture Exchange since September 24, 1987. For further
    details on the market performance of the Registrant's common stock, see
    "Item 5 Nature of Trading Market." Although the Registrant's
    common stock trades on the TSX Venture Exchange or "TSX Venture",
    the Registrant's stock may be subject to U.S. "penny stock"
    rules. A "penny stock" is defined by regulations of the U.S. Securities
    and Exchange Commission ("SEC") as an equity security with a market
    price of less than $5.00 per share. However, an equity security with a market
    price under $5.00 will not be considered a penny stock if it fits within any
    of the following exceptions: (i) the equity security is listed on Nasdaq or
    a national securities exchange; (ii) the issuer of the equity security has been
    in continuous operation for LESS than three years, and either has (a) net
    tangible assets of at least $5,000,000, or (b) average annual revenue of at
    least $6,000,000; or (iii) the issuer of the equity security has been
    in continuous operation for MORE than three years, and has net tangible assets
    of at least $2,000,000. If an investor buys or sells a penny stock, SEC
    regulations require that the investor receive, prior to the transaction, a
    disclosure explaining the penny stock market and associated risks. Furthermore,
    trading in the Registrant's common stock is currently subject to Rule
    15g-9 of the Exchange Act, which relates to non-Nasdaq and non-exchange listed
    securities. Under this rule, broker/dealers who recommend the Registrant's
    securities to persons other than established customers and accredited investors
    must make a special written suitability determination for the purchaser and
    receive the purchaser's written agreement to a transaction prior to sale.
    Securities are exempt from this rule if their market price is at least $5.00
    per share. Penny stock regulations will tend to reduce market
    liquidity of the Registrant's common stock, because they limit the broker/dealers'
    ability to trade, and a purchaser's ability to sell, the stock in the
    secondary market. The low price of the Registrant's common stock has
    a negative effect on the amount and percentage of transaction costs paid by
    individual shareholders. The low price of the Registrant's common stock
    also limits the Registrant's ability to raise additional capital by issuing
    additional shares. There are several reasons for these effects. First, the
    internal policies of certain institutional investors prohibit the purchase
    of low-priced stocks. Second, many brokerage houses do not permit low-priced
    stocks to be used as collateral for margin accounts or to be purchased on
    margin. Third, some brokerage house policies and practices tend to discourage
    individual brokers from dealing in low-priced stocks. Finally, broker's
    commissions on low-priced stocks usually represent a higher percentage of
    the stock price than commissions on higher priced stocks. As a result, the
    Registrant's shareholders pay transaction costs that are a higher percentage
    of their total share value than if the Registrant's share price were
    substantially higher. The rules described above concerning penny stocks
    may adversely affect the market liquidity of the Registrant's securities.
    The Registrant can provide no assurances concerning the market liquidity of
    its stock or that its stock will not be subject to "penny stock"
    rules. For more information about penny stocks, contact the Office of Filings,
    Information and Consumer Services of the U.S. Securities and Exchange Commission,
    450 Fifth Street, N.W., Washington, D.C. 20549, or by telephone at (202) 272-7440. Significant Potential Equity Dilution and
    End of Lock-ups. A summary of the Registrant's diluted share
    capital is as follows: At March 1, 2003 there were 931,000 options and
    nil warrants of the Registrant in-the-money, however, the Registrant has a
    considerable number of options (4,542,000) and warrants (8,452,001) which
    will likely act as an upside damper on the trading range of the Registrant's
    shares. (See Item 12 for details). As a consequence of the passage of time
    since the date of their original sale and issuance, no shares of the Registrant
    remain subject to any hold period restrictions in Canada or the United States
    as of March 1, 2003. Two US residents participated in a financing completed
    by the Registrant on December 21, 1999, for a total of 640,000 shares and
    640,000 warrants (Cdn$629,000) in reliance on Rule 504 exemption in making
    those offers and sales. The resale of outstanding shares from the exercise
    of dilutive securities would have a depressing effect on the market for the
    Registrant's shares. Dilutive securities represent approximately 43%
    of the Registrant's currently issued shares.  ITEM 4INFORMATION ON THE COMPANY SUMMARY A. History and Development of the Company 1. The legal name of the company which is the
    subject of this Form 20F is "Anooraq Resources Corporation" (herein
    "Anooraq"). 2. Anooraq was incorporated in British Columbia,
    Canada on April 19, 1983. 3. Anooraq was incorporated under and continues
    to subsist under the laws of the Province of British Columbia, Canada. The
    Registrant's business office is located at Suite 1020 - 800 West Pender
    Street, Vancouver, British Columbia V6C 2V6 (604) 684‐6365. The Registrant's
    registered office is located c/o its British Columbia attorneys at Suite 1500,
    1055 West Georgia Street, Vancouver, B.C. V6E 4N7 (604) 689‐9111. From 1996 to mid 1999 the Registrant's mineral
    exploration was focused on metal prospects located in Mexico. In October 1999,
    the Registrant refocused its exploration on a South African platinum group
    metals project, the Platreef Project (see Item 2). The Registrant has two
    active Cayman Islands subsidiaries, N1C Resources Inc. ("N1C") and
    N2C Resources Inc. ("N2C). These two subsidiaries were incorporated on
    December 2, 1999 under the laws of the Cayman Islands, BWI and their use represents
    a common method for Canadian mining companies to hold foreign resource assets
    through outside-of-Canada corporations for legitimate Canadian tax planning
    considerations. The two-subsidiary structure was adopted by the Registrant
    with a view to minimizing exposure to potential capital gains taxes if the
    Platreef Project exploration is successful. The Registrant holds 100% of the
    shares of NIC, which in turn holds 100% of the N2C shares. N2C holds the Registrant's
    100% of the shares of Plateau Resources (Pty) Limited (herein "Plateau"),
    the private South African mining corporation that holds the legal rights to
    the mineral interests ("Farms") comprising the Platreef Project.  5. The Company's principal capital expenditures
    (there have been no material divestitures) over the three fiscal years ended
    October 31, 2002 are as follows: Amounts Deferred
            (capitalized)Year
        Platreef
            Project2002
        -2001
        4,200,0002000
        -
 B. Business Overview 1. Anooraq's Business Strategy and
    Principal Activities Anooraq Resources Corporation (the "Registrant")
    is in the business of acquiring and exploring mineral exploration properties.
    The Registrant's principal focus is exploration through Plateau, of the
    Platreef Project, a platinum metals group prospect held by a private South
    African corporation in which the Registrant held equity option rights granted
    for making loans to that corporation to fund exploration. On May 29, 2001
    the Registrant entered into substantially revised arrangements regarding the
    ownership of Plateau. A reference herein to the "Platreef Project"
    is intended to refer to the physical property and not the legal structure
    under which the Registrant indirectly holds its interest in the Platreef Project.
    The Platreef Project is situated on the geological trend known as the "Bushveld
    Complex" in the Republic of South Africa. The Platreef Project, which
    the Registrant is actively exploring, is of interest geologically because
    the Bushveld Complex hosts a layered mafic intrusive complex, a setting known
    to be associated with platinum group metals. No ore is known to exist at the
    Platreef Project and a great deal of exploration is still required before
    any economic feasibility can even be considered. Anooraq does not have any operating revenue although
    historically it has had annual interest revenue as a consequence of investing
    surplus funds pending the completion of exploration programs. 2. Exploration in South Africa Generally The following summary is based on information
    available in the public domain. South African minerals legislation is currently
    governed by the Minerals Act 50 of 1991 ("Minerals Act"). The South
    African system of mineral rights has developed over many years to its present
    state under a dual system in which some of the mineral rights are owned by
    the State, and some by private holders. The State controls the exercise of
    prospecting and mining rights under the administrative system of prospecting
    permits and mining authorizations referred to below. Mineral rights are officially
    registered by the State, and were a form of property protected under the old
    Constitution. Mineral rights are tradeable. They have been and continue to
    be the subject of considerable financial investment that has resulted in the
    acquisition and registration of rights by prospectors and miners over relevant
    areas of interest. Mineral rights represent a parcel of rights including
    the rights to prospect and mine together with ancillary rights to do what
    is reasonably necessary in order to effectively carry on prospecting or mining
    operations. The holder of mineral rights may grant subordinate rights to prospect
    under a prospecting contract or grant subordinate rights to mine under a mineral
    lease or may sell or otherwise dispose of the rights. The term "Farm"
    is used to identify the land area to which rights have been granted. The mineral
    rights owner is ordinarily compensated by the exploiter of the minerals for
    the depletion of the non-renewable resource through the outright purchase
    of the mineral rights, or, less commonly, through the payment of royalties.
    It is generally accepted that in principle royalties are charged on production
    or revenue. The two main categories of owners of mineral rights
    are the State and private holders. In the former Transkei, Bophuthatswana,
    Venda, and Ciskei ("TBVC") states and self-governing territories
    mineral rights were largely owned by those states and territories but, for
    the purposes of prospecting and mining legislation, administered as if they
    were privately owned. It has been estimated that mineral rights in respect
    of some 19 million hectares, which represent 15% of the land area of the Republic,
    fall into this category, including mineral rights held by the government in
    trust for specific tribes and communities. This category also includes those
    mineral rights that vest in the Lebowa Minerals Trust ("LMT") under
    the Lebowa Minerals Trust Act, 1987, and the Ngonyama Trust under the Kwa-Zulu
    Ngonyama Trust Act, 1994. In 2001, the LMT was abolished and the rights previously
    held by the LMT are now held by the State. In terms of the present Constitution,
    mineral rights in this category vest in the State except for those held by
    the Ngonyama Trust as well as mineral rights held in trust for specific tribes.
    The State is the owner of mineral rights in various areas of surveyed and
    unsurveyed State land as well as in privately-owned land where mineral rights
    have specifically been reserved to the State. In South Africa, the mineral right owner is not
    permitted to prospect or mine for minerals without having obtained a prospecting
    permit or mining authorization from the State. These licenses are not transferable.
    They are aimed at controlling prospecting and mining, having regard to considerations
    of health and safety, environmental rehabilitation and responsible extraction
    of the ore. Conversely, a prospecting permit or mining authorization cannot
    be granted unless the applicant is the holder of the relevant mineral right
    or has acquired the holder's consent to prospect or mine. Reconnaissance
    work can and does take place without the necessity to hold a permit, provided
    the work does not fall within the definition of 'prospecting' in
    the Minerals Act. According to section 19 of the Minerals Act, the
    holder of any prospecting permit or mining authorization is obliged to furnish
    certain prospecting information to the State within one year after completing
    the digging of any excavation or drilling a borehole for the purpose of prospecting.
    The information must be kept confidential by the State. When 15 years have
    elapsed from the date of the completion of the excavation or borehole concerned,
    the State may disclose the information unless any person with a pecuniary
    interest in the excavation or borehole satisfies the State that his or her
    interest will be prejudiced by such disclosure. In most other jurisdictions confidentiality against
    disclosure to third parties of basic prospecting information furnished to
    the State is afforded during the currency of the prospecting license or for
    very short periods. In such jurisdictions, where public ownership of mineral
    rights prevails, the policy is directed at assembling a public record of exploration
    work as a resource for future exploration. A new Minerals and Petroleum Resources Development
    Bill was passed by parliament in 2002 and is expected to be promulgated in
    2003. This Bill, once promulgated, will allow for the transfer of all "unused
    old order rights" to the State. The current rights optioned and permitted
    by the Company do not fall into the category of "unused old order rights",
    but are classified as "old order prospecting rights". A period of
    two years will be allowed after promulgation of the Bill to convert these
    "old order prospecting rights" to "new order" prospecting
    or mining rights. Security of tenure will thereafter be guaranteed for a period
    of 5 years with respect to prospecting rights, and 30 years with respect to
    mining rights. With respect to the secured mineral rights that
    have not been permitted to date, there will be a one year grace period after
    the promulgation of the Bill within which to permit these rights. The planned
    conversion process is not onerous but in certain circumstances, the State
    may require the involvement of a Historically Disadvantaged South Africans
    ("HDSA") partner and a prospecting fee payable to the State, to
    be followed by a royalty in the event of mining. Current State prospecting fees range from South
    African Rand ("ZAR") 3 per hectare in year 1 to ZAR 7 per hectare
    in year 5. Currently, State royalties on precious metals are 1% of gross revenue.
    This royalty rate is currently being reviewed and may be amended by the State.
    These amounts will become payable to the State upon conversion of "old
    order" rights to "new order" rights, and do not take existing
    commitments towards current mineral rights holders into account. South Africa - Legal and Economic Background The Republic of South Africa is a developing country
    and thus depends heavily on overseas investment for its continued growth.
    The injection of investment funds from abroad is essential to ensure the proper
    exploitation of the country's vast natural resources. South Africa is
    one of the most advanced countries both technologically and economically in
    Africa. It has a highly sophisticated transport infrastructure, including
    rail and road systems and seven deep-water shipping ports. Business in South Africa is conducted on lines
    very similar to the British business system. Many of the fundamental characteristics
    of South African business were derived from the British systems, but there
    are also a great many subsidiary and associated companies of western European
    parent companies established in South Africa. The most common vehicle for conduct of business
    operations in South Africa is the limited company and there is no minimum
    equity capital requirement for companies. There are no marked administrative
    advantages or disadvantages to operating a South African company rather than
    conducting a branch operation and both are subject to the Companies Act. There
    may be a tax advantage attaching to a branch operation, depending on the parent
    company's country of domicile. Dividends distributed abroad by a South
    African company are subject to withholding tax, whereas branch profits remitted
    do not suffer any withholding tax. At present, income tax is levied by the Central
    Government only; no income taxes are levied by provincial authorities. The
    South African income tax system is based on taxable income. Taxable income
    is gross income received by or accrued to a taxpayer, not of a capital nature,
    from a source within or deemed to be within South Africa, less any exempt
    income and less all allowable expenditures actually incurred in the production
    of income. In the main only income from a South African source is subject
    to South African income tax. Dividends on shares held by a South African resident
    individual, company and a close registrant are exempt from income tax. Capital
    gains are not taxable in terms of existing legislation. Every company is a
    separate taxable entity. There is no scheme for relief for companies in a
    consolidated group. In addition to normal income tax, withholding
    taxes may be imposed on non-resident income in certain instances. Thirty per
    cent of the gross amount of royalties or similar payments (e.g. for "know-how")
    made to non-residents who do not carry on business in South Africa, is deemed
    to be taxable income from a South African source of such non-resident. The
    taxable portion of the royalty is subject to tax at the normal tax rates applicable
    to the recipient of the royalty. The person paying the royalty is obliged
    to withhold tax at the rate of 12% of the amount of the royalty. This is not
    a final tax and an adjustment may be required on assessment. The non-resident
    withholding tax on interest was abolished. At present, there is an income tax treaty in force
    between the United States and South Africa. Under the treaty, the source jurisdiction
    may not withhold on interest or royalties, but may withhold at a rate of 15%
    (5% in the case of certain 10% holders) on dividends. C. Organizational Structure Anooraq operates directly through one principal
    subsidiary, Plateau Resources (Pty) Limited which holds Anooraq's rights
    to the Platreef Project in the Republic of South Africa. The Platreef Project has no mining, plant or equipment
    located thereon although the project has field accommodation and miscellaneous
    exploration equipment on site. FURTHER PARTICULARS OF ANOORAQ'S
    PROPERTIES Glossary In this Form 20-F, the following
    terms have the meanings set forth herein: A. Geological/Exploration Terms Farm
        A term used in The Republic
            of South Africa to describe a mineral interest.Feldspar
        A group of abundant rock-forming
            minerals, the most widespread of any mineral group and constituting
            60% of the earth's crust.Feldspathic
        Containing feldspar as a principal
            ingredient.Gabbro
        Course grained mafic igneous
            rock.Mafic
        Composed of dark ferromagnesian
            minerals.Melanorites
        Norite with a higher than
            normal mafic (pyroxene) component (mafic norite).Mineral Deposit
        A deposit of mineralization,
            which may or may not be ore, which requires a full feasibility study
            to determine.Mineral Symbols
        Pt - Platinum; Pd - Palladium;
            Rh - Rhodium; Au - Gold; Cu - Copper; Ni - Nickel; Ru - Ruthenium;
            Cr - ChromiumMineralized Material
        A mineralized body that has
            been delineated by appropriately spaced drilling and/or underground
            sampling to support a sufficient tonnage and average grade of metals
            to warrant further exploration. Such a deposit does not qualify as
            a reserve, until a comprehensive evaluation based upon unit cost,
            grade, recoveries, and other materials factors conclude legal and
            economic feasibility. "Mineralized material" does not include
            materials classed as "inferred" or "possible"
            by some evaluators.Norite
        A coarse-grained plutonic
            rock in which the chief constituent is basic plagioclase feldspar
            (labradorite) and the dominant mafic mineral is orthopyroxene (hypersthene).Pyroxenite
        A medium or coarse-grained
            rock consisting essentially of pyroxene, a common rock-forming mineral.
 B. Currency and Measurement All currency amounts in this Annual Report are
    stated in Canadian dollars unless otherwise indicated. Conversion of metric units into imperial equivalents
    is as follows: Metric Units
        Multiply by
        Imperial Unitshectares
        2.471
        = acresmetres
        3.281
        = feetkilometres
        0.621
        = miles (5,280 feet)grams
        0.032
        = ounces (troy)tonnes
        1.102
        = tons (short) (2,000 lbs)grams/tonne
        0.029
        = ounces (troy)/ton
 The following table sets out the exchange rates,
    based on the noon buying rates in New York City for cable transfers in foreign
    currencies as certified for customs purposes by the Federal Reserve Bank of
    New York, for the conversion of Canadian dollars into United States dollars
    in effect at the end of the following periods, and the average exchange rates
    (based on the average of the exchange rates on the last day of the month in
    such periods) and the range of high and low exchange rates for such periods. Year
            ended October 312002
        2001
        2000
        1999
        1998End of Period
        1.56
        1.59
        1.52
        1.47
        1.54Average for Period
        1.57
        1.54
        1.49
        1.49
        1.42High Period
        1.62
        1.59
        1.54
        1.53
        1.47Low for Period
        1.50
        1.49
        1.45
        1.45
        1.37
 The Platreef Project Purchase of South African Subsidiary The Platreef Project, a group of South African
    platinum group metal prospects, represents the Registrant's only material
    interests in mineral claims (known in South Africa as "farms") and
    the Registrant's rights, and earn-in option rights are indirectly held
    through ownership of a private South African corporation, Plateau Resources
    (Proprietary) Limited ("Plateau") which holds the farm interests. The Registrant obtained its rights to purchase
    control of Plateau pursuant to a Sale and Assignment Agreement dated for reference
    the 18th day of October, 1999, resulting from an assignment from Hunter Dickinson
    Inc. (HDI) (see Item 7) of two letter agreements being firstly, HDI's
    settlement agreement dated September 29, 1999 with Gladiator Minerals Inc.
    ("Gladiator"), pursuant to which the Registrant agreed in certain
    events to issue up to 1.5 million shares in stages to Gladiator if it completes
    the required $10 million investment in Plateau and secondly HDI's rights
    under a "letter of intent" dated September 23, 1999 (the "HDI
    LOI") with Plateau and its sole shareholder. The HDI LOI set out the
    principal terms whereby HDI was to have been able to acquire 70% of Plateau's
    equity for $10 million investment in Plateau over 4 years which arrangements
    were substituted by an outright purchase of Plateau which completed in August
    2001. HDI is a private company held as a co-operative
    services provider amongst nine public companies associated with Vancouver
    mining promoters Robert G. Hunter and Robert A. Dickinson. HDI provides geological,
    engineering, financing, corporate and administrative services and incurs third
    party expenses on behalf of to nine public companies (including the Registrant).
    HDI subsequently assigned its rights to the 200,000 Shares to an affiliate
    Mainland Exploration Limited Partnership. In the event commercial mining production is established
    at the Platreef Project, the Registrant will also issue to Gladiator 625,000
    common shares for each 7,000,000 ounces of platinum group minerals (Pt, Pd,
    Rh, and Au) actually determined to be recoverable and payable from the Platreef
    Project as may in future be defined in an independent feasibility study to
    be prepared by an internationally recognized engineering firm. Project Technical Overview Mineral Holdings and Agreements As of October 31, 2002, the Platreef Project is
    comprised of prospecting rights on the following farms tabulated below and
    shown in Figure 1: Owner
        Year Acquired
        Farm Name
        Portion
        Area
            (hectares)DME1999
        Dorstland 768 LR
        Ptn 3 (a Ptn of Ptn 1)
        42.831999
        Dorstland 768 LR
        Ptn 2 (a Ptn of Ptn 1)
        472.911999
        Dorstland 768 LR
        Re of 1
        430.091999
        Dorstland 768 LR
        Mineral Area 1
        514.871999
        Witrivier 777 LR
        1
        767.421999
        Witrivier 777 LR
        Re
        788.972002
        Noord Holland 775 LR
        All
        1228.82Total Area:
        
        
        4,245.91LMT(now held
        1999
        Drenthe 778 LR
        All
        1,538.30by the State)
        2001
        Malokongskop 780 LR
        All
        1,440.921999
        Rietfontein 2 KS
        All
        2,878.03Total Area:
        
        
        5,857.25PRIVATE2001
        Elandsfontein 766 LR
        2
        747.612001
        Elandsfontein 766 LR
        1
        428.272001
        Hamburg 737 LR
        All
        2,126.402002
        Chlun 735 LR
        All
        1215.062002
        Cyferkuil 321 KR
        All
        2061.782002
        Elberfield 731 LR
        All
        2544.742002
        Gibeon 730 LR
        All
        1848.892002
        Gilead 729 LR
        All
        2085.082002
        Haakdoornkuil 323 KR
        All
        2818.502002
        Ham 699 LR
        All
        1852.712002
        Naboomfontein 320 KR
        All
        2664.732002
        Rondeboschje 295 KR
        All
        1525.032002
        Swerwerskraal 736 LR
        All
        2404.102002
        Vaalkop 325 KR
        All
        2428.45Total Area:
        
        
        26,751.35Total Land
            Holdings (hectares) 2002:
        
        36,854.51
  Figure 1. The mineral rights to the farms Rietfontein, Drenthe
    and Malokongskop were administered by the Lebowa Minerals Trust ("LMT")
    and are now administered by the State Department of Minerals and Energy ("DME").
    Farms Witrivier, Dorstland and Noord Holland have been, and are administered
    by the DME. The mineral rights for Elandsfontein, Hamburg, Chlun, Cyferkuil,
    Elberfield, Gibeon, Gilead, Haakdoornkuil, Ham, Naboomfontein, Rondeboschje,
    Swerwerskraal and Vaalkop are held privately. (See Item 1 for information
    on South African mineral tenure system.) Prior to commencing exploration on
    the Farms, Plateau was required to obtain Prospecting Permits for each of
    the Farms from the DME. Plateau currently holds valid permits for each of
    the Farms. Plateau has also negotiated and obtained Prospecting Contracts
    for each Farm; DME issued the Contracts for Witrivier, Dortsland and Noord
    Holland and the LMT issued the Contracts for Rietfontein, Drenthe and Malokongskop. In May 2000, an option to acquire the Elandsfontein
    Portion 1, Elandsfontein Portion 2 and Hamburg farms, contiguous to previously
    held ground in the northern part of the Platreef property, was obtained. Under
    the terms of the option agreement, Anooraq must issue to MSA Projects (Pty.)
    Limited ("MSA"), an aggregate of 500,000 shares, of which 75,000
    shares were issued on August 8, 2001, 66,667 shares were issued on October
    23, 2001 and 125,000 shares were issued on October 23, 2002 and make aggregate
    cash payments of US$350,000 (of which US$19,750 has been paid) subject to
    MSA securing prospecting permits on the farms. In addition, the option makes
    provision that Plateau will be responsible for the exploration and purchasing
    fees associated with the farms. At the time of execution these included consideration
    for exploration rights held by C. de Vos Tabakplanters, which were in effect
    for a five year term, on farm Elandsfontein 766 Ptn 2 (747 hectares) of payments
    in South African Rand ("ZAR") 10 per hectare in year one escalating
    in stages to ZAR 20 per hectare in year five. In July 2001, consideration for exploration rights
    held by Randex Limited ("Randex") for the farms Hamburg (2,126 ha)
    and Elandsfontein Portion 1 (428 hectares), were obtained under the MSA option.
    These rights are in effect for a five-year term and consist of payments of
    US$2.00 per hectare in year one escalating in stages to US$4.50 per hectare
    in year five. To purchase the farms outright, a payment of US$325 per hectare
    is require if the option is exercised in year one, US$390 per hectare in year
    two, US$455 in year three, US$520 per hectare in year four and US$600 per
    hectare in year five. In October 2001, Plateau was granted the right
    to conduct exploration on the farms for five years, with an option to extend
    the Prospecting Contracts for an additional two years (years 5-7). In addition,
    the terms have been negotiated to convert the Prospecting Contracts to Mining
    Leases, which may be done at any time during the seven-year period. The Mining
    Leases would be subject to a royalty payable to the State of 1% on 80% of
    future production. The farms are not currently subject to any royalties with
    the mineral rights holder. Also in October 2001, Plateau completed an option
    agreement with African Minerals Ltd. ("AML"), whereby AML must spend
    $750,000 per year within a period of two years or less (or which $750,000
    has been spent in year one) to obtain the right to form a 50:50 joint venture
    on the Rietfontein farm. As a further condition of the agreement, an AML affiliate
    participated in the Company's August 2001 private placement equity financing.
    A finder's fee of 300,000 common shares is due and payable in relation
    to this joint venture transaction, pending TSXV approval upon receipt of adequate
    project expenditure documentation from AML. In January 2002, Plateau entered into a notarial
    prospecting contract with the Republic of South Africa on the farm Noord Holland
    775 (1,229 hectares). The exploration rights to this farm are initially in
    effect for a five year term consisting of payments of ZAR 3 per hectare in
    year one escalating in stages to ZAR 7 in year five. Additionally, an application
    for extension of the exploration rights for three more years is possible and
    consists of payments of ZAR 14 in year six and escalating to ZAR 18 in year
    eight of the prospecting period. On May 16, 2002, Plateau completed an agreement
    with Rustenburg Platinum Mines Limited ("Rustenburg"), a subsidiary
    of Anglo Platinum Corporation ("Anglo Platinum"), for the right
    to acquire up to an 80% interest in twelve new PGM properties located on the
    Northern Limb of the Bushveld Complex, South Africa. Under the agreements
    with Anglo Platinum, Plateau acquired an initial 50% interest in the PGM rights
    to the twelve farms and can maintain this interest by making staged exploration
    expenditures totaling South African Rand ("ZAR") 25 million within
    five years. Plateau is required to spend ZAR 2.5 million in year one, ZAR
    5 million in each of years two, three, and four, and ZAR 7.5 million in year
    five. When a mineral resource is identified, Plateau can earn an additional
    30% interest by bringing the property into commercial production. Rustenburg
    will retain a 20% interest in the joint venture. The agreements also include
    plans to involve local communities in future development of the properties.
    Any participation by local and regional communities will be provided out of
    Rustenburg's interest and any participation in the venture by a Black
    Economic Empowerment Group will be provided out of Plateau's interest. On November 30, 2002, Plateau amended its prospecting
    agreement with C. de Vos Tabakplanters on Farm Elandsfontein 766 Ptn 2 (747
    hectares) for a three-year term. Consideration for these exploration rights
    are ZAR 18 per hectare for year one, ZAR 20 per hectare in year two and ZAR
    22 per hectare in year three. With respect to the requirements of the new Minerals
    and Petroleum Resources Development Bill passed in 2002 and expected to be
    promulgated in 2003, the agreement with Rustenburg also includes plans to
    involve local communities in future development of the properties. Any participation
    by local and regional communities will be provided out of Rustenburg's
    interest and any participation in the venture by a Black Economic Empowerment
    Group will be provided out of the Company's interest. The Company is
    actively seeking a BEE partner with respect to remainder of the farms comprising
    the project. For ease of project management, the Platreef properties
    have been subdivided into four areas, consisting of the North Block, Central
    Block, Rietfontein Block and South Block, as shown in Figure 1 and tabulated
    below: North Block
        OwnerChlun 735 LR
        RustenburgElberfield 731 LR
        RustenburgGibeon 730 LR
        RustenburgGilead 729 LR
        RustenburgHam 699 LR
        RustenburgSwerwerskraal 736 LR
        RustenburgCentral
            BlockDrenthe 778 LR
        LMTDorstland 768 LR
        DMEElandsfontein 766 LR Ptn 1
        RandexElandsfontein 766 LR Ptn 2
        TabakplantersHamburg 737 LR
        RandexMalokongskop 780 LR
        LMTNoord Holland 775 LR
        DMEWitrivier 777 LR
        DMERietfontein
            BlockRietfontein 2 KS
        LMTSouth BlockCyferkuil 321 RE
        RustenburgHaakdoornkuil 323 RE
        RustenburgNaboomfontein 320 RE
        RustenburgRondeboschje 295 RE
        RustenburgVaalkop 325 RE
        Rustenburg
 The Central Block includes Plateau's original
    properties, and additional ones acquired by the company over time, lying immediately
    north of the Anglo Platinum property; the North Block includes a group of
    six properties that are adjacent to and north of the Central Block; the Rietfontein
    Block consists solely of the Rietfontein Farm, located south of the Anglo
    Platinum property; and the South Block consists of five farms located on the
    Platreef in the Grass Valley area, about 45 kilometres south of the Central
    Block. Location, Access and Infrastructure The mineral tenures comprising the Platreef Project
    are approximately centered at latitude 24 degrees south and longitude 29 degrees east in
    the Limpopo Province of the Republic of South Africa. The Project is located
    approximately 275 kilometres north-northeast of Johannesburg. Access from Johannesburg to the Central Block
    of the Project-area is via highway N1 to the city of Mokopane (formerly Potgietersrus),
    then 35 kilometres to the north-northwest via well-maintained secondary roads.
    There are nearby highways, railways, and high-capacity electrical transmission
    lines. Topography and Climate The terrain is relatively flat terrain, with a
    mean elevation of 1,100 m; therefore there are no prohibitive physical obstacles
    to inhibit exploration of the Platreef Project. Vegetation is generally sparse
    and consists mostly of various thorn bushes. The climate is arid with moderate
    winter temperatures in the 20 degreesC range, typically increasing to 35 degreesC in summer.
    Water from existing community wells is available for drilling on the property.
    Groundwater studies will be required to identify adequate supplies of process
    water for any mining operation. Regional Geology The Bushveld Intrusive Complex is host to stratiform
    platinum group metals ("PGM") deposits; PGM are found in association
    with nickel and copper sulphides. It was formed when a large body of mafic
    magma was emplaced in the earth's crust. Thereafter, the mafic magma
    slowly cooled. During the cooling, silicate and sulphide minerals crystallized
    and sank to the bottom of the magma chamber to form texturally distinctive
    layers. The removal of the more refractory minerals in this way depletes or
    enriches the residual melt in various elements. The magma thus changes composition
    continuously until solidification is complete. As a result, the platinum group
    metals, nickel and copper when in the presence of a sulphide phase, can become
    sufficiently enriched to form mineralized horizons at predictable levels within
    the intrusion. The Bushveld Complex consists of four main compartments
    or limbs, the Northern (Potgietersrus) limb, the Far Western, Western and
    Eastern limbs. The magmas supplied to these compartments had common origins
    and were subject to similar liquid stratification and fractional crystallization
    processes on cooling. Originally, it was thought that the limbs comprised
    a single, large, 300-kilometre diameter, saucer-shaped intrusion, however,
    more recently it has been suggested that each limb had its own feeder system
    through which magma was channelled and became interconnected only at higher
    levels in the intrusion. The rocks in these limbs form a sequence of up to
    8 kilometres in thickness. A characteristic of the Bushveld is that many
    of the layers, including the economically important horizons, are continuous
    over tens of kilometres. The uniformly layered appearance of both the Merensky
    and the UG2 horizons is disrupted, in places, by small circular depressions
    known as potholes. In the Western and Eastern Bushveld complex, PGM
    mineralization is currently extracted from two main PGM-bearing horizons,
    the Merensky Reef (named after its discoverer) and the 60-90 centimetres thick
    UG2 chromitite layer. UG2 is situated, stratigraphically, 100 metres to 350
    metres below the Merensky Reef. Overall grades for the Merensky and UG2 Reef
    are similar, but platinum and palladium occur in more equal proportions in
    UG2 than in the platinum-rich Merensky Reef. The UG2 Reef also contains more
    than double the amount of rhodium. The Platreef is the third PGM-bearing horizon
    in the Bushveld. It is a nickel-rich horizon with a platinum-palladium ratio
    of close to 1:1. The Platreef is stratigraphically equivalent to the Merensky
    Reef but is much thicker, in places, up to 150 metres thick. It also has mineralogical
    similarities to the Merensky Reef. Exploration History Dr. Hans Merensky discovered the horizon in 1924.
    He also recognized that this pyroxenitic zone at the base of the Bushveld
    rocks is similar to the Merensky Reef, which he discovered near Rustenburg
    in the same year (White, 1994). In 1969 Chrome Corporation Ltd. completed 19 diamond
    drill holes on the Drenthe farm for which no data are available (Gain, 1982).
    Subsequently Union Carbide, Mining Corporation and Johannesburg Consolidated
    Investment Company Limited ("JCI") carried out diamond drilling
    on farm Drenthe. Many of the holes were shallow and either did not penetrate
    or only partially penetrated the PGM-bearing Platreef. Much of the Union Carbide
    and Mining Corporation core was not sampled. JCI's diamond drill hole
    DRN2, located on the southern portion of farm Drenthe, was collared within
    the Main Zone of the Bushveld layered complex and intersected the Platreef
    horizon before being terminated in the underlying basement granite footwall.
    Despite encountering significant mineralization over potentially mineable
    widths, no follow-up work was undertaken. Scattered drilling was done on farms Witrivier
    and Dorstland in the late 1960's to early 1970's and traced the
    mineralized Platreef a further 10 kilometres to the north of farm Drenthe.
    Unfortunately, geological and assay records (quantitative tests of minerals
    and ore by chemical and/or fire techniques) for these holes are unavailable. In July 1998, Plateau Resources (Proprietary)
    Limited drilled eight diamond drill holes on the southern half of farm Drenthe
    to target the PGM mineralization intersected by JCI's hole DRN 2. The
    DRN 2 intersection assayed 5.61 g/t PGM, 0.17% Cu and 0.27% Ni over a width
    of 3.78 metres, within a broader zone grading 4.15 g/t PGM over 9.7 metres. Property Geology and Recent Exploration by
    Anooraq/Plateau The following is summarized from company files
    and Technical Report on the Platreef Properties by Mark Rebagliati, PEng.,
    and Keith Roberts, PhD, PGeo., dated March 19, 2003. Central Block On the northern and central blocks, the Platreef
    horizon is a northerly trending, 40 degrees west-dipping complex rock assemblage.
    It is up to 150 metres thick, and lies between the contact of a basal granite
    and a thick overlying sequence of gabbro-norites. The bulk of the Platreef consists of a sequence
    of interlayered pyroxenites, feldspathic pyroxenite, norites, and melanorites
    that averages 100 metres in thickness. The base is chilled against the underlying
    Archean granite. The uppermost 10 to 50 metres are typically mineralized with
    PGM. Analyses of pyroxene from the Platreef suggest that the Merensky Reef
    and the Platreef were derived from the same magma package that is enriched
    in platinum group metals. The top of the Platreef is generally marked by
    a distinctive, mineralized, pegmatoidal pyroxenite (an exceptionally coarse-grained
    ultramafic plutonic rock composed chiefly of pyroxene, with accessory plagioclase
    and minor hornblende, biotite or olivine). In Bushveld terminology this would
    be designated the "B" reef. The unit may be underlain or grade laterally
    into a more feldspathic mineralized unit and these may be distinguished as
    "pyroxenitic B" reef and "feldspathic B" reef, respectively.
    Very locally, the "B" reef may also be overlain by a thin (1-2 metre)
    unmineralized pyroxenitic unit called the "C" reef. Most of the
    Platreef underlying the "B" reef is designated the "A"
    reef. The Platreef pyroxenites are generally mineralized
    with platinum, palladium, rhodium and gold along with base metal sulphides,
    particularly where these rocks are associated with dolomite xenoliths (Buchanan,
    et al, 1981). Visible sulphides are chalcopyrite and pyrrhotite, which occur
    in amounts ranging from 0.5% to 3%. At such localities there is a clear relationship
    between calc-silicate hornfels xenoliths and greater concentrations of sulphide
    minerals. Overall, the correlation of PGM mineralization with sulphide content
    is positive but somewhat variable. In the southern half of farm Drenthe diamond
    drill holes intersected intervals, up to 48 metres thick, in which platinoids
    and low concentrations of disseminated base metal sulphides occur as irregular
    intercumulus blebs in a semi-stratified layer close to the hangingwall of
    the Platreef. In these zones the amount of PGM mineralization correlates with
    copper and nickel concentrations. In some areas, however, additional mineralization
    is located at some distance below the hangingwall contact of the Platreef.
    In the northern half of farm Drenthe, significant PGM mineralization occurs
    in serpentinized zones associated with dolomite xenoliths higher up in the
    gabbro-norite sequence as well as in the immediate hangingwall of the Platreef
    itself. None of the PGM zones intersected on farm Drenthe have been adequately
    delineated. The potential to extend these zones as exploration drilling progresses
    along strike and down-dip is in management's view encouraging. Between January and July 2000, Anooraq, through
    Plateau, completed an exploration program consisting of diamond drilling and
    geochemical soil sampling. Thirty-five holes (Holes PR-01 to PR-35) totalling
    6,758 metres, were completed on the farms Drenthe and Witrivier in the area
    now known as the Central Block. Twenty holes at 50-metre intervals were drilled
    to follow-up on Plateau's 1998 holes, and to establish the continuity
    of the mineralization in an area that extends north from the boundary with
    the Anglo Platinum ground. Fifteen angled holes were drilled at 200 metres
    intervals to the north, testing an additional 3.6 kilometre strike length.
    All but one of the 35 holes drilled in 2000 successfully intersected platinum-palladium-rhodium
    plus gold (PGM) horizons with associated copper-nickel mineralization. A further
    three holes (PR-36 to PR-38), were drilled in 2002, one on each of the farms
    Drenthe, Noord Holland and Dorstland. The Drenthe hole (PR-36) confirmed the
    down-dip continuity of the PGM mineralization intersected in one of the angled
    holes (PR-20). Holes PR-37 (Noord Holland) and PR-38 (Dorstland) intersected
    rock sequences stratigraphically equivalent to the Platreef but with only
    scattered low-grade PGM mineralization. On the farms Drenthe and Witrivier three zones
    of significant PGM mineralization have been identified. The first zone is
    hosted in the "B" reef of the Platreef horizon, very near or at
    the contact with the overlying Hangingwall norite. The mineralization is continuous
    and extends 2,100 metres north from the southern boundary of the farm Drenthe
    to roughly coincident with the adjacent farm boundary to the north (Witrivier).
    On southern Drenthe, the zone defines a mineralized corridor 250 metres wide
    that is open down-dip. The true thickness of the mineralization is variable
    but averages 10 metres and grades 2.0-2.5 g/t PGM. To the north on farm Drenthe
    (north of hole PR-12) and extending to the boundary of Witrivier farm, drilling
    intersected thicker mineralization, about 20 metres in true width and grading
    1.5-2.0 g/t PGM. This mineralization is also open down-dip to the west. A second zone of mineralization is increasingly
    developed down-dip, beneath the "B" reef on southern Drenthe. This
    zone is situated at or near the top of the "A" reef. The thickness
    of mineralization is slightly variable but it averages 10 metres and grades
    about 1-2 g/t PGM. This mineralized zone is commonly separated from the overlying
    "B" reef mineralization by about 10 metres of weakly mineralized
    material. Further north on Drenthe, this zone may occur immediately below
    the overlying mineralized horizon such that the total mineralized interval
    is considerably thicker. This is demonstrated in holes PR-17 and PR-20, in
    which the combined intercepts are 48.0 metres of 1.61 g/t and 21.6 metres
    of 2.53 g/t PGM, respectively. This mineralization has yet to be tested down-dip. The third mineralized 'zone' actually
    comprises a number of individual subzones hosted in the Hangingwall norite,
    extending from the south-central part of farm Drenthe (hole PR-14) to the
    northern limit of the present drilling on farm Witrivier. Although somewhat
    less laterally continuous than the previously described zones, this type of
    mineralization is closely associated with dolomite/calc-silicate xenoliths,
    and in particular, the very large dolomite/calc-silicate rafts with 'haloes'
    of serpentinitic and pyroxenitic material. These rafts, and the associated
    mineralization, appear to consistently occupy a particular stratigraphic level
    within the Hangingwall, thus effectively constituting a third mineralized
    zone. This Hangingwall mineralization can be significant,
    for example hole PR-17 intersected grades of 1.26 g/t PGM over 30 metres and
    hole PR-24 intersected 1.31 g/t PGM over 37 metres. Further north, hole PR-32
    intersected several zones of mineralization, the best grading 2.24 g/t PGM
    over 26 metres. Multiple intercepts in hole PR-31 returned 1.91, 1.02 and
    2.58 g/t PGM over 6, 4 and 5 metres respectively. Estimates of Mineralization Cautionary Note to US Investors
    Concerning Estimates of Inferred Resources This section uses the term "inferred
    resources." We advise U.S. investors that while this term is recognized
    and required by Canadian regulators, the U.S. Securities and Exchange Commission
    does not recognize it. "Inferred resources" have a great amount
    of uncertainty as to their existence, and great uncertainty as to their economic
    and legal feasibility. It cannot be assumed that all or any part of an Inferred
    Mineral Resource will even be upgraded to a higher category. Under Canadian
    rules, estimates of Inferred Mineral Resources may not form the basis of feasibility
    or other economic studies.U.S. investors are cautioned not to assume that
    part or all of an inferred resource exists, or is economically or legally
    mineable. Geological modelling of the mineralization within
    the Platreef horizon, as defined by a 0.5 g/t PGM threshold over a 2,400 metre
    x 250 metre area of the Northern Block, was completed by Anooraq geological
    staff. GeoActiv (Pty) Ltd. utilized this information to assess the mineral
    resource. Deon Vermaakt, PhD, Pr. Sci. Nat., is the independent qualified
    person for GeoActiv, who estimated and categorized the mineral resource using
    mineral industry standard methods as required by Canadian Securities regulatory
    standards found in NI43-101. Forty-three holes were used in the estimate.
    The estimated inferred mineral resource for the Drenthe deposit is 99.4 million
    tonnes grading 1.31 g/t PGM (0.600 g/t Pt+0.632 g/t Pd+0.012 g/t Rh+0.062
    g/t Au), 0.16% Ni and 0.10% Cu, containing 4,174,000 ounces PGM. Thick intersections of PGM were also encountered
    at the western and northern limits of the 2000 drilling, as shown in the following
    holes: 13 (46 metres grading 1.60 g/t), 14 (35 metres grading 2.16 g/t), 17
    (48 metres grading 1.61 g/t), 20 (21 metres grading 2.53 g/t), 21 (45 metres
    grading 1.79 g/t) and 24 (22 metres grading 2.00 g/t). Results from drilling
    in 2002 are confirming that mineralization thickens down dip to the west.
    Vertical hole PR-036, drilled in 2002, intersected 92.5 metres grading 1.33
    g/t PGM, 0.12% Ni and 0.09% Cu about 100 m down-dip from hole PR-20 drilled
    in 2000. These holes are located in the northern portion of the Drenthe deposit.
    Anooraq believes that there is encouraging potential to extend the mineralized
    zones to the north and west. Rietfontein Block The geological succession on Rietfontein consists
    of Archean basement granite complex, unconformably overlain by a westerly
    dipping sequence of Transvaal sedimentary rocks of Proterozoic age. From the
    base, the Transvaal sequence consists of dolomites, banded ironstones, shales
    and quartzites of the Chuniespoort and Pretoria groups. On Rietfontein the
    sedimentary sequence is intruded and overlain by mafic rocks of the Bushveld
    Complex, including the mineralized Platreef horizon in the southwestern part
    of the farm and a sill-like pyroxenite body in the northwestern part of the
    property, which was intruded along the contact of the basement granites and
    overlying dolomite units. The sill is considered to be an offshoot of the
    lower zone of the Bushveld. In the western part of the farm, hydrothermal
    vein-type PGM mineralization occurs in banded ironstone and quartzite overlying
    dolomite in the area of the satellite pyroxenite body, indicating the geological
    setting is prospective and leading to the soil sampling program in this area. Soil sampling was undertaken on a 1,344-station
    grid on the Rietfontein farm in June-July 2000. The grid lines were oriented
    at 070 degrees and spaced at 200 metres intervals. The grid was established over
    a seven-kilometre strike length of northwesterly trending sedimentary rocks
    of the Transvaal Sequence. The Transvaal rocks occur along the eastern contact
    of the Potgeitersrus Limb of the Bushveld Complex and separate the Platreef
    pyroxenites from Archean basement granites. The principal target is potential
    PGM mineralization hosted by a series of satellitic pyroxenite bodies intruded
    along the Transvaal Sequence - granite contact. Two distinct multi-element (Pt, Pd, Cr, Ni &
    Cu) anomalies were defined. The first anomaly is 1,600 metres long and 50
    metres to 200 metres wide, and straddles a pyroxenite-dolomite contact. This
    feature may reflect contact metamorphism/alteration related to an underlying
    pyroxenite that lies shallowly underneath. The second anomaly is 2,000 metres
    long and 50 to 150 metres wide. It is located just west of Anomaly one, trends
    northward and merges at its north end with Anomaly 1. This discordant feature
    may have a structural association, representing a possible fault or dyke.
    A third, lower priority, anomaly roughly following the contact between dolomite
    and quartzite was also outlined. In October 2001, Anooraq completed an option agreement
    with AML (see Property Overview above). AML controls the Turfspruit farm,
    adjacent to the southwest border of Rietfontein. AML completed a six-hole diamond drilling program,
    totalling about 2,043 metres, between November 2001 and April 2002. The program
    targeted the two largest soil anomalies, and tested the potential for mineralization
    within the pyroxenite and the possibility for basal massive sulphides near
    the contact with the basement rocks. AML was responsible for the implementation
    and completion of the drilling program. The holes intersected intervals of
    low-grade PGM-base metal mineralization within the pyroxenite that are not
    considered to be significant enough to warrant further exploration work. AML began to test the Platreef in a multi-rig
    program on Turfspruit in early 2002. Drilling of the Platreef target on Rietfontein
    began in July and continued until November 2002. Thirty-six vertical core
    holes were drilled on Rietfontein along a southeast trend. Drill holes are
    typically spaced at 100 to 200 metre intervals along the strike length and
    50 to 150 metres across the width of the Platreef pyroxenite. Thick intersections of PGM, nickel and copper
    mineralization have been encountered in most of the holes drilled to date,
    outlining a deposit that dips from 30 to 70 degrees to the west and is continuous
    over about 1,450 metres of strike length. Mineralization extends from a shallow
    depth, over vertical extents of 50 to 250 metres. Within this are significant
    intervals of disseminated, net textured and massive sulphides. Generally two
    to four higher-grade mineralized intervals occur in each hole, ranging from
    5 to 90 metres in thickness and grading about 1 g/t PGM. The platinum:palladium
    ratio is approximately 0.65 and the platinum:gold ratio is approximately 3.0
    for these intervals. PGM are accompanied by base metal grades of about 0.26%
    nickel and 0.20% copper. The combination of very consistent grades over substantial
    widths at shallow depth indicates the mineralization is potentially amenable
    to open pit mining. RIETFONTEIN - RESULTS FROM 2002
    DRILLING   South Block The South Block comprises five farms (claims),
    totalling 10,330 hectares, which are part of the Anooraq/Anglo Platinum Joint
    Venture properties. These include the Haakdoornkuil 323 KR, Naboomfontein
    320 KR, Vaalkop 325 KR, Cyferkuil 321 KR and Rondeboschje 295 KR farms. The bulk of the South Block is underlain by Bushveld
    Complex rocks. Of particular importance, is the Lower Zone succession that
    outcrops on Vaalkop and along the southern boundaries of Cyferkuil and Rondeboschje.
    This area is one of two locations on the Northern Limb at which rocks of the
    Lower Zone (pyroxenite and dunite-harzburgite) are known to occur. Some previous exploration is known to have occurred
    on the adjacent Volspruit 326 KR farm. In 1970, Rio Tinto drilled the Lower
    Zone succession and intersected PGM mineralization. More recently the Volspruit
    farm has been the focus of exploration by Pan Palladium Limited. In 2002, Plateau carried out an integrated exploration
    program of airborne geophysics, grid geochemistry and geological mapping in
    the area. In August, Fugro Airborne Geophysics completed 1,553 line-km of
    airborne and radiometric geophysical surveys over the block. Survey lines
    were flown at 100-metre spacing at 130 degrees azimuth, and outlined a pronounced
    magnetic high that can be traced southwestward from Pan Palladium's ground,
    across Rondeboschje and Cyferkuil, onto Vaalkop, where it curves southward
    and is terminated by a fault. Several other anomalies were also outlined. A soil survey, consisting of 4,233 samples, was
    also done on the South Block. Sample lines were oriented parallel to the flight
    lines of the geophysical survey and samples taken at 25 metre intervals on
    33 lines. A pronounced Pt-Pd-Cu-Cr anomaly, 5.4 kilometres long and up to
    1.2 kilometres in width, was outlined. The soil anomaly coincides with interpreted
    subcrop of a pyroxenite unit that extends through the Rondeboschje, Cyferkuil,
    and Vaalkop farms and appears to continue onto Volspruit where it hosts Pan
    Palladium's Northern Deposit. According to a January 2002 News Release,
    Pan Palladium's northern and southern deposits have combined inferred
    resources of 59.1 million tonnes grading 1.3 g/t 5PGM+Au, 0.14% Ni and 0.04%
    Cu. A second, low contrast, Pd-Cu-Cr anomaly overlies dunite-harzburgite in
    the south-central area of farm Vaalkop. Sampling and Assay Procedures and Security
    for Drill Core Anooraq personnel transported the Central Block
    core from the drill rigs directly to a secure core processing facility. The
    drill core was logged and sampled by company geologists, and the core facility
    was locked and secure at night. The core is presently stored in a locked warehouse.
    Anooraq geologists also logged the core from drill holes RF1 to RF6 that tested
    the soil anomalies on Rietfontein farm. With minor exceptions, the entire Platreef horizon
    was sampled at 1-m intervals. Pyroxenites intersected in the hanging wall
    sequence were also sampled. In addition, all sulphide-bearing dolomite, calc-silicate
    alteration or norite was sampled. Samples were taken by sawing the 47.6-mm
    diameter (NQ) core in half with a rock saw. All Pt, Pd and Au assay samples for holes PR-1
    to PR-38, were analyzed at Set Point Laboratories in Johannesburg, South Africa,
    using a 50g lead collection fusion with Inductively Coupled Plasma Atomic
    Emission Spectroscopy (ICP) finish. Copper and Nickel for holes PR-1 to PR-24
    and PR-36 to PR-38, were determined at Set Point by aqua regia leach with
    an ICP finish. Copper and Nickel for holes PR-25 to PR-35 were determined
    at SGS Laboratories in Johannesburg by aqua regia leach and ICP finish, as
    part of a 30 element scan. A rigorous analytical quality assurance - quality
    control program was implemented by Anooraq for the Central Block drilling.
    Three standards were made using material from the property and/or Platreef
    mineralization stockpiled at the nearby Overysel Shaft and these were inserted
    into the sample number series in every batch sent to the laboratory. Every
    tenth sample analyzed was a quality control sample, either a standard or a
    duplicate (alternating between the two). As well, selected samples from each
    batch (hole) were sent to a second laboratory for screen analysis and check
    assay. AML personnel logged the core for the holes testing
    the Platreef horizon on Rietfontein (AR001-036) in their secure compound.
    As an additional quality control, Anooraq geologists also inspected and logged
    the core from these holes at the drill site. Thus far, African Minerals have
    not provided Anooraq with details of their assaying procedures. Analytical Procedures for Soils Rietfontein Block Soil samples were air-dried and sieved (at about
    8 to 10 to 20 mesh) in the field and shipped to Performance Laboratories (Pty)
    Limited, Deep Shaft Road, Krugersdorp, South Africa, for further preparation.
    The soils were sieved through an 80-mesh screen; minus 80-mesh material consists
    of particles that are less than 177 microns in at least two dimensions. A minimum 25-gram soil sample pulp was required
    for Au, Pt, Pd, multi-element analysis, duplicate analyses and internal laboratory
    QC. These samples were air freighted to Canada and imported under an Agriculture
    Canada permit. Samples were analyzed by Acme Analytical Laboratories, 852
    East Hastings St., Vancouver, BC, Canada. A total of 1,744 analytical results
    were returned on samples from 1,585 sites, including 78 duplicates and 81
    standards from the two project areas. The samples were analyzed by Acme's fire
    assay analysis with Pb as a collector and Inductively Coupled Plasma (ICP)
    Atomic Emission Spectroscopy finish for Au, Pt and Pd to the ppb level. For
    the purposes of these initial surveys, the samples were also analyzed by Group
    1F-Mass Spectrometry, which involves digesting a 15-gram sample in aqua regia
    and analyzing the solution by ICP Mass Spectrometry. This method delivers
    ultra-trace level determinations for a broad range of elements and is capable
    of detecting Au to the sub-ppb level, Ag to the ppb level and base metals
    to the 10's of ppb level. Pt and Pd were also determined from this analysis.
    For Pd, the fire assay method produced better data. Pt results from the two
    methods were comparable. The lower detection limit available by ICP-MS generated
    clearer patterns for Au. South Block The sampling procedure involved clearing the sample
    site, digging to a depth of about 30 to 50 centimetres (i.e. down to the approximate
    soil-bedrock interface wherever possible) at which depth a 'pre-sample'
    was taken. This was sieved and then discarded, prior to actually taking the
    sample. This was done to avoid contamination from the previous sample site.
    A 500 to 1000 gram sample of the sieved - 0.5 centimetre fraction was taken
    and samples were submitted on a weekly basis to Lakefield Laboratories in
    Johannesburg, South Africa for analysis. A total of 4,295 samples were submitted
    for analysis, including 18 sample blanks. Median values for both Pt and Pd
    in the sample blanks were below the method detection limit (i.e. 10 ppb),
    although the mean value was just above this (12.7 ppb for Pt and 13.7 for
    Pd). Gold, Platinum and Palladium were analyzed by
    Lead Collection Fire Assay utilizing an ICP-OES finish. Base metals were also
    determined by IC-OES following an Aqua Regia digestion. Chromium was determined
    by Borate fusion XRF. Owing to the relatively coarse nature of the sample
    material, a number of samples were also pulverized in order to determine whether
    there was any significant difference in assay response. The pulverized samples
    consistently returned lower assays than the corresponding 'raw'
    sample. The difference appears to be relatively systematic, particularly for
    Pd, so either set of assays should identify anomalous levels of PGM in any
    given sample. The 'raw' unpulverized sample data would provide a
    more recognizable 'anomaly' as the range (5-69 ppb) for these is
    greater than the pulverized sample (13-58 ppb). As a result, it was concluded
    that the additional time and expense of pulverizing samples was unjustified. Exploration in 2003 In 2003, Anooraq plans to continue exploration
    on the Platreef property. Initial drill testing of the new target area on
    the South Block is planned, as well as additional drilling in the Central
    Block to expand the Drenthe deposit. The following are recommendations from
    the 2003 Technical Report. The focus of the next exploration program should
    be to more uniformly drill the Drenthe deposit, define its full extent, follow-up
    on the encouraging results from the previous green fields drilling program
    and to continue drill testing the remaining untested strike extent of the
    Platreef on Central and North Blocks. Drilling is proposed to test the outstanding PGM
    soil geochemical anomaly on the South Block. If successful results are obtained from these
    recommended drilling programs, extensive diamond drilling will be required
    to further delineate mineralized zones and to establish a resource base. Metallurgical,
    engineering and environmental studies will then be required to prepare a prefeasibility
    study. Furthermore, consultation processes must be instituted with the local
    population. Proposed Budget
        Canadian$Diamond drilling - including
            all assays (7,600 m)
        810,000Travel and accommodation
        135,000Supervisory, technical and
            support staff
        360,000Administration.
        120,000Contingencies
        75,000TOTAL BUDGET
        $1,500,000
 Although work to date is encouraging, there is
    no assurance whatsoever that a commercially mineable mineralized material
    body exists on the Platreef Project. Until much more exploration and thereupon
    completion of a comprehensive feasibility study, possibly further associated
    metallurgical and other work that concludes that a potential mine is likely
    to be economic, and Anooraq obtaining the significant capital financing and
    required mine permits which will be required, no assurance can be given that
    future commercial mining will occur on the Platreef Project.  ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS Overview Anooraq's business strategy is to acquire,
    explore and conduct detailed engineering and economic analysis of mineral
    deposits which have large tonnage and multi-year operation potential in order
    to enhance the value of the project and then seek to sell or joint venture
    the project to a major mining company. Anooraq, as an active junior resource
    issuer, does not consider it likely that even if project economics warrant
    commercial production, that Anooraq itself would place the Platreef Project
    into commercial production, as such operations require large corporate, technical
    and financial infrastructure which Anooraq does not have nor intend to acquire.
    None of Anooraq's currently held or to be acquired mineral deposits currently
    is known to host a mineral reserve which has been subject to sufficient development
    work to determine that it is economic at current metals prices. Under an Accounting Guideline No. 11 ("AcG11")
    of the Canadian Institute of Chartered Accountants, which is the professional
    body which sets accounting disclosure standards in Canada, the Registrant
    has determined that it is likely to be classified as a "development stage"
    issuer. AcG11 recommends that an enterprise be considered to be in the development
    stage when its principal operations have not commenced and gives factors which
    suggest development stage accounting may be appropriate. These factors include
    the absence of significant revenues and that a significant portion of its
    available funding and employees are not involved in operating activities which
    generate revenue but rather are engaged in the establishment of a capital
    asset in anticipation of operating activities. Also, due to the lack of operations
    which generate profits, another factor is that the recoverability of the cost
    of the development stage issuer's capital assets may be uncertain. The Registrant has concluded that its lack of
    revenue given the absence of commercial mining activities at Platreef is indicative
    that the Registrant is in the development stage. Assuming the Registrant is
    a development stage enterprise, AcG11 provides that there must be a particularly
    careful assessment of the recoverability of the carrying amounts of the deferred
    acquisition costs relating to the Platreef Project. While the Registrant does have independent valuation
    opinions which support its carrying value for the Platreef Project as of October
    31, 2001 of $4.2 million, these valuations are primarily of a "comparable
    transaction" nature. These opinions consider publicly available information
    pertaining to deposits of comparable size and grade of in-situ mineralization,
    which have been valued by arm's-length sales or other transactions respecting
    such properties or of the companies that owned it. Under AcG11 however, the
    assessment of recoverability of the carrying amounts of capitalized and deferred
    development pre-operating costs generally requires the preparation of a projection.
    A projection would, in the mining context, involve an initial feasibility
    study which would include a preliminary assessment of the size and grade of
    the deposit, the amenability of its mineralization to recovery processes and
    an estimate of the capital cost for mining and mill facilities, together with
    operating projections based on expected metals prices, currency and interest
    rates. These feasibility estimates evaluate whether it is likely that the
    mine could profitably operate and provide a return on invested capital. The
    Registrant has changed its accounting policy whereby acquisition costs will
    be deferred but exploration expenses will be charged to operations as they
    are incurred. The financial statements for 2001 reflect this policy and the
    comparative numbers have been restated to reflect the change. AcG11 also encourages
    the use of "cumulative from inception" disclosure of all figures
    in an issuer's statement of operations and cash flows, however the preparation
    of this information for the Registrant, given its 18 year history, would not
    be meaningful in the context of its current financial disclosure and accordingly
    the Registrant has not adopted this elective provision of AcG11. Anooraq's results of operations are economically
    evaluated on an "event driven" basis in that exploration expenditures
    yield information on the nature, extent and statistical confidence (primarily
    from diamond drill exploration programs) in a mineralized deposit's size
    and continuity, information that is not in the financial statements. Thus,
    it is difficult to evaluate the success of operations in a fiscal year by
    reference to the financial statements given that results are more appropriately
    measured by an evaluation of the minerals discovered and/or confirmed. Anooraq's
    operating activities do not occur on a regular or periodic basis and are subject
    to the economic realities of metals prices and equity financing conditions
    for natural resource exploration issuers. Accordingly, it may not be meaningful
    to seek observable trends in financial operating statistics although liquidity
    statistics will be important. Although Anooraq calculates an annual loss per
    share (which has varied over a range of $0.08 to $0.29 over the last three
    fiscal years), Anooraq is of the view that its share price does not vary in
    accordance with the loss per share statistic but rather Anooraq share prices
    vary with the price of the underlying market for platinum group metals and
    the outlook for these metals. Anooraq's financial statements are prepared
    on the basis that it will continue as a going concern. Given that Anooraq
    has no source of significant revenue, this assumption is always subject to
    the further assumption that there will continue to be investment interest
    in funding exploration to seek large tonnage metal deposits even where economic
    certainty is unknown. Anooraq can give no assurance that it will continue
    to be able to raise sufficient funds and should it be unable to continue to
    do so, may be unable to realize on the carrying value of its resource project
    and the net realizable value could be materially less than Anooraq's
    liabilities with a potential for total loss to Anooraq shareholders. Anooraq does not believe that it is significantly
    impacted by the effects of inflation and the Canadian dollar has fluctuated
    in a relatively narrow band to the United States dollar US$1.00: Cdn$1.62
    to $1.49 during these three years. For additional details respecting the five
    year historical exchange rates, see Item 4. Anooraq has not been significantly
    affected by government economic, fiscal, monetary or political policies, and
    the outlook for Anooraq's assets primarily relate to the outlook for
    platinum group metals. For information relating to the historical prices for
    platinum group metals, see "Item D, Trend Information" below. Operating Results - Fiscal 2002 Compared to
    Fiscal 2001 Revenue from interest decreased from $40,982 in
    fiscal 2001 to $38,341 in fiscal 2002 due to lower interest rates. Expenses
    for the 2002 fiscal year are $2.4 million as compared to $1.9 million in fiscal
    2001. Most administrative costs increased in fiscal
    2002 - in particular, in the areas of shareholder communications, salaries
    and benefits, consulting fees and travel and promotion. Salaries and benefits
    increased from $135,244 to $459,249 and conference and travel increased from
    $75,990 to $119,392, in part attributable due to management and support activities,
    and travel associated with completion of the agreements with Rustenburg Platinum
    Mines ("RPM") to acquire significant new land holdings. The increase
    in shareholder communication costs (2002 - $500,039; 2001 - $42,055) is related
    to the development and distribution of new investor materials in the third
    quarter ($428,298) describing the new properties, as well as to comply with
    new regulations and to deal with shareholder issues at large. Consulting fees
    of $193,902 were also paid in 2002 for activities related to the agreements
    with RPM. The highest expenditure, $976,087, in fiscal 2002
    was on exploration but this cost decreased from the $1,444,583 spent in the
    previous year. The main areas in which expenditures decreased from the prior
    year were site activities (2002 - $100,914; 2001 - $681,102), property fees
    and assessments (2002 - $39,143; 2001 - $347,038), and transportation (2002
    - $54,182; 2001 $103,550). Exploration costs increased in most other areas.
    The largest expenditure was on geological and consulting (2002 - $458,020;
    2001 - $128,935); of these costs, $193,728 constitute consulting fees, most
    of which were paid for an airborne geophysical survey and for a soil sampling
    program on the South Block. The geological costs are associated with planning
    and carrying out the exploration activities on the Central and South Blocks,
    and monitoring drilling activities at Rietfontein by AML. Engineering fees
    also increased to $159,584 from $83,332 in fiscal 2001; the 2002 costs are
    mainly related to acquisition, compilation and evaluation of geological and
    engineering information on new property acquisitions. Drilling (2002 - $55,446;
    2001 - $nil) and assays costs (2002 - $33,768; 2001 - $18,404) also increased
    accordingly. Anooraq drilled 769 metres in three holes in the Central Block
    in fiscal 2002, whereas the Company did no drilling in fiscal 2001. Assays
    costs in 2002 are for analyses of drill samples from the Central Block and
    soil samples from the South Block. Hunter Dickinson Inc. ("HDI") of Vancouver,
    British Columbia is a private company with certain directors in common with
    Anooraq. HDI provides geological, corporate development, administrative and
    management services to, and incurs third-party costs on behalf of, the Company
    on a full cost recovery basis, pursuant to an agreement dated December 31,
    1996. During fiscal 2002, Anooraq incurred costs for services from HDI of
    $1,143,295, compared to $896,550 in the same period in fiscal 2001. Operating Results - Fiscal 2001 Compared with
    Fiscal 2000 Both income and expenses have decreased in 2001
    from the previous year. As a result, Anooraq's operating loss in fiscal
    2001 is $1.8 million as compared to a loss of $3.8 million in fiscal 2000. Interest income decreased slightly, to $40,982
    from $48,783 over the same period in the previous year, reflecting lower interest
    rates and cash balances in fiscal 2001. Costs have also decreased in 2001
    due to a lower level of activity. Expenses in fiscal 2001 were $1.9 million,
    compared to $3.9 million during the same period in 2000. The main expenditure
    in both years was on exploration, which decreased to $1.4 million in 2001
    from $3.5 million in 2000 when drilling was undertaken on the Platreef properties. Other significant expenditures were on salaries
    and benefits, which show an increase in 2001 ($135,224) when compared to 2000
    ($99,443); and legal, accounting and audit costs which decreased from $74,447
    in 2000, to $68,922 in 2001. Both of these reflect the reduction in administrative
    activity concurrent with the reduced site activities. Investor relation activities
    are conducted by staff and contractors from Hunter Dickinson Inc. (see below
    and Related Party Transactions) and reported as shareholder communication
    expenses and conference and travel costs. Shareholder communications (2001
    - $42,055; 2000 - $48,085) and conference and travel (2001 - $75,990; 2000
    - $62,943) costs reflect a cumulative increase in fiscal 2001 than in the
    comparable period of 2000. The expenses are mainly related to communication
    with shareholders and property vendors associated with restructuring the agreement
    with Pinnacle Resources, acquisition of additional properties in South Africa,
    and arrangements for the financing. Exploration expenditures in all categories, except
    for site activities, have decreased in 2001 from 2000 when an extensive exploration
    program was undertaken at site. Site activities costs (2001 - $681,102; 2000
    - $607,202) are mainly related to support of the field office in South Africa.
    Property fees, assessments and other costs decreased slightly (2001 - $347,038;
    2000 - $384,409), even though Anooraq increased its land holdings from 7,433
    hectares in 2000 to 12,176 hectares in 2001. Exploration advances have decreased from $87,674
    in 2000 compared to $nil in 2001, and from the amount shown in the second
    quarter, when a lump sum of $340,892 had been advanced to South Africa. These
    funds have now been utilized, and allocated to various exploration costs and
    expenses of the Company. Hunter Dickinson Inc. ("HDI") of Vancouver,
    British Columbia is a private company with certain directors in common with
    Anooraq, which provides investor relations, geological, corporate development,
    administrative and management services and incurs third party costs on behalf
    of the Company, on a full cost recovery basis pursuant to an agreement dated
    December 31, 1996. In fiscal 2001, Anooraq incurred costs for services from
    HDI of $896,550 (2000 - $1,225,659). B. Liquidity and Capital Resources Overview and Recent Events Historically Anooraq's sole source of funding
    has been the sale of equity securities for cash, primarily through private
    placements to sophisticated investors and institutions. Anooraq also issued
    common share capital in each of these three years pursuant to private placement
    financings. Anooraq has no assurance of continued access to significant equity
    funding. Fiscal 2002 Compared with Fiscal 2001 At October 31, 2002, Anooraq had a working capital
    position of $3.3 million, as compared to $2.4 million at the end of the fiscal
    2001. The Company also had 32,148,463 common shares issued and outstanding. On August 27, 2002, the Company completed a private
    placement financing of 259,283 units at a price of $0.80 per unit. Each unit
    was comprised of one common share and a one common share purchase warrant
    exercisable at $0.88 per common share until December 27, 2003. The warrants
    are subject to an accelerated expiry of 45 days if the Company's shares
    trade on the TSX Venture Exchange for ten consecutive trading days at or above
    $1.32. Also in August, 4,482,800 warrants from an August 2001 financing were
    exercised at a price of $0.70 for proceeds or $3.1 million. For further details
    see note 7 of the consolidated financial statements. Expenses increased due to the active exploration
    programs and increased management and support activities related to the development
    of new property agreements in fiscal 2002. As a result, Anooraq's operating
    loss in fiscal 2002 was $2.4 million ($0.08 per share), as compared to $1.8
    million ($0.11 per share) in fiscal 2001. Fiscal 2001 Compared with Fiscal 2000 During fiscal 2001, the Company changed its policy
    with respect to accounting for exploration costs. In 2000 and prior periods,
    acquisition and exploration costs were capitalized to mineral property interests.
    Under the new policy, exploration costs are to be expensed. The financial
    statements for the years ended December 31, 2000 and 1999 have been restated
    and reflect the changes. Costs of a periodic or administrative nature are
    written off annually and determine the amount of the net loss per share. At October 31, 2001, Anooraq has a working capital
    position of $2.3 million compared to $0.6 million at the end of the 2000 fiscal
    year, and 27,384,880 issued and outstanding shares. Both income and expenses have decreased in 2001
    from the previous year. As a result, Anooraq's operating loss in fiscal
    2001 is $1.6 million ($0.11 per share) as compared to a loss of $3.9 million
    ($0.29 per share) in fiscal 2000. On June 13, 2001 the Registrant announced that
    it has reached agreements to privately place 4,797,800 units in its capital
    stock at a price of $0.65 each, each unit comprising a common share plus a
    share purchase warrant exercisable for one year at $0.70. Management members
    have subscribed for 24% of the units with the balance being purchased by Canadian,
    European and other overseas investors as well as three US accredited investors
    (aggregating 650,000 units). Management members participating are David Copeland
    118,000; Scott Cousens 247,000; Robert Dickinson 247,000; Robert Hunter 247,000;
    Jeffrey Mason 247,000; and David Jennings 67,800. The private placement financing was completed
    in August 2001 with proceeds of $3.1 million. Also in August 2001, the Company
    received TSX Venture approval to purchase all remaining interest in Plateau.
    In September, Anooraq purchased the remaining 50% interest in Plateau from
    Pinnacle for consideration consisting of 7.5 million Anooraq shares. Obligations
    under the original Loan Facility and Share Purchase Agreement between Anooraq
    and Pinnacle were eliminated in consideration of the 4.5 million Anooraq warrants,
    exercisable for $0.70 for two years. These transactions unify Anooraq's
    100% interest in Plateau and its underlying PGM prospects without the additional
    expenditure of $6.4 million over the next three years, as well as additional
    dilution that such financings would necessitate. It also resulted in the cancellation
    of Pinnacle's put of its interest in Plateau to Anooraq and avoided the
    dilution that would have resulted from that transaction. The Company incurred acquisition costs of $4.2
    million in 2001 related to the acquisition of Plateau, as compared to $nil
    in 2000. These costs make up the major portion of the amount shown as mineral
    property interest in the balance sheet. On September 4, 2001, the Company received approval
    to trade on the NASDAQ Over-the-Counter Bulletin Board. Financial Instruments Anooraq keeps its financial instruments denominated
    in Canadian dollars and does not engage in any hedging operations with respect
    to currency or in-situ minerals. Funds which are excess to Anooraq's
    current needs are invested in short term near-cash investments pending the
    need for the funds. Anooraq does not have any significant commitments
    for exploration expenditures other than approximately $1.2 million in 2003,
    $1.7 million in 2004 and $2.7 million in 2005 for fees and work commitments
    on its Platreef properties, and accordingly can remain relatively flexible
    in gearing its activities to the availability of funds. As of the fiscal 2002
    year end Anooraq estimates that the cost of maintaining its corporate administrative
    activities at approximately $35,000 per month. Accordingly Anooraq's
    management estimate that a minimum of $820,000 will be needed to maintain
    its corporate status and assets over the ensuing two-year period. Anooraq
    has a current working capital of $3.3 million, which is sufficient to fund
    the next two years administration cost and exploration programs. C. Research Expenditures Anooraq is a resource expenditure based corporation
    and accordingly does not have a program of intellectual property development
    or patenting or licensing issues. D. Trend Information As a natural resource exploration company Anooraq's
    activities reflect the traditional are more cyclical nature of metals prices. Platinum, palladium and rhodium are used in an
    increasing number of consumer goods, including pollution control devices in
    automobiles, medical instruments and jewellery, and in dental applications.
    PGM will also be used in fuel cells, a new clean energy technology. Palladium
    prices dropped substantially in 2001, but stabilized in 2002 and averaged
    US$341/oz for the year. The palladium price in 2003 has been volatile, ranging
    from US$235-440/oz. Platinum prices averaged US$541/oz in 2002. Prices have
    been strong in 2003, averaging US$660/oz so far. Market conditions for gold improved steadily in
    2002, and the gold price averaged about US$310/oz for the year. The up trend
    in gold prices has continued in 2003, with prices reaching as high as US$380/oz
    in January, before settling in to a range of US$340-$360/oz in February.  ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management Name, Position and 
            Place of Residence
        Period
            a Director of the Issuer
        Shares
            Beneficially
            Owned or Controlled(1)Robert George Hunter(2)
            Co-Chairman of the Board and Director
            Vancouver, B.C.
            Canada
        Since
            April 22, 1996
        677,592
            SharesRobert Allan Dickinson(3)
            Co-Chairman of the Board and Director
            Lions Bay, B.C.
            Canada
        Since
            November 29, 1990
        753,315
            SharesRonald William Thiessen
            President, Chief Executive Officer and Director
            West Vancouver, B.C.
            Canada
        Since
            April 22, 1996
        422,923
            SharesJeffrey Robert Mason
            Chief Financial Officer, Corporate Secretary and Director
            Vancouver, B.C.
            Canada
        Since
            April 22, 1996
        677,889
            SharesDavid James Copeland
            Director
            Vancouver, B.C.
            Canada
        Since
            September 13, 1996
        454,831
            SharesScott Dibblee Cousens
            Director
            Vancouver, B.C.
            Canada
        Since
            September 13, 1996
        664,748
            SharesGlen R. Gamble
            Director
            12892 Sierra Circle
            Parker, CO 80134
        Since
            September 2001
        NilRobert A. Hildebrand
            Director
            405 Detroit Street
            Denver, CO 80206
        Since
            September 2001
        NilDavid Stevane Jennings
            Director
            Bowen Island, B.C.
            Canada
        Since
            September 13, 1996
        486,955
            Shares
 (1) The information as to shares beneficially
    owned or controlled is furnished by the respective directors at March 1, 2003. (2) These shares are held in the name
    of 455501 BC Ltd., a company controlled by Robert G. Hunter. (3) 498,315 of these shares are held
    in the name of United Mineral Services Ltd., a company controlled by Robert
    A. Dickinson. All directors have a term of office expiring at
    the next annual general meeting of the Registrant. All officers have a term
    of office lasting until their removal or replacement by the Board of Directors. Principal Occupation of Current Management
    of Anooraq RONALD W. THIESSEN, CA - President, Chief Executive
    Officer and Director Ronald W. Thiessen is accredited as a public accountant
    in Canada and, for the past several years, has had as his principal occupation
    serving as a director and/or officer of several publicly-traded mineral exploration
    companies. Mr. Thiessen is employed by and is a director of Hunter Dickinson
    Inc. (see Item 7), a company providing management and administrative services
    to several publicly-traded companies including Anooraq, and he focuses on
    directing corporate development and financing activities. ROBERT G. HUNTER - Co-Chairman of the Board
    and Director Robert G. Hunter for the past 21 years has been
    active as a mining promoter headquartered in Vancouver and continues to be
    active in the mining business although he now semi-retired. Mr. Hunter does
    not have any technical credentials in mining but through years as a businessman
    and insurance executive developed a network of venture capitalists in the
    mining field. Mr. Hunter has served as a director of other public companies
    listed at one time on the NASDAQ, The TSX Stock Exchange and TSX Venture Exchange.
    Mr. Hunter is Chairman and director of Hunter Dickinson Inc. ROBERT A. DICKINSON, B.Sc., M.Sc. - Co-Chairman
    of the Board and Director Robert A. Dickinson is an economic geologist who
    serves as a member of management of several mineral exploration companies,
    primarily those for whom Hunter Dickinson Inc. provides services. He holds
    a Bachelor of Science degree (Hons. Geology) and a Master of Science degree
    (Business Administration - Finance) from the University of British Columbia.
    Mr. Dickinson has also been active in mineral exploration over 34 years. He
    is a director of Hunter Dickinson Inc. He is also President and Director of
    United Mineral Services Ltd., a private investment company. JEFFREY R. MASON, CA - Chief Financial Officer,
    Corporate Secretary and Director Jeffrey R. Mason holds a Bachelor of Commerce
    degree from the University of British Columbia and obtained his Chartered
    Accountant designation while specializing in the mining, forestry and transportation
    sectors at the international accounting firm of Deloitte & Touche. Following
    comptrollership positions at an international commodity mercantilist and Homestake
    Mining Group of companies including responsibility for North American Metals
    Corp. and the Eskay Creek Project, Mr. Mason has spent the last nine years
    as a corporate officer and director to a number of publicly-traded (TSX, NASDAQ,
    TSX Venture) mineral exploration companies. Mr. Mason is also employed as
    Chief Financial Officer and director of Hunter Dickinson Inc. and his principal
    occupation is the financial administration of the public companies for which
    Hunter Dickinson Inc. provides services. SCOTT D. COUSENS - Director Scott D. Cousens provides management, technical
    and financial services to a number of publicly traded companies. Prior to
    his involvement with the Hunter Dickinson group, he was an investment broker.
    Mr. Cousens' focus for the past 14 years has been the development of
    relationships within the international investment community. Substantial financings
    and subsequent corporate success has established strong ties with North American,
    European and Asian investors. In addition to financing initiatives he also
    oversees the corporate communications programs for the public companies which
    Hunter Dickinson Inc. (to which he is a director) provides services. DAVID J. COPELAND, PEng. - Director David J. Copeland is a geological engineer who
    graduated in economic geology from the University of British Columbia. With
    over 30 years of experience, Mr. Copeland has undertaken assignments in a
    variety of capacities in mine exploration, discovery and development throughout
    the South Pacific, Africa, South America and North America. His principal
    occupation is President and Director of CEC Engineering Ltd., a consulting
    engineering firm that directs and co-ordinates advanced technical programs
    for exploration on behalf of Anooraq and other companies for which Hunter
    Dickinson Inc. (of which he is a director) provides services. GLEN R. GAMBLE, B.Sc. - Director Glen R. Gamble has been a director of the Company
    since September 2001 and since June 26, 1997 has served as President, Chief
    Executive Officer and a Director of Pinnacle Resources Inc. Mr. Gamble has served as an officer and director
    of variety of companies engaged in the fields of mining, oil and gas, cattle,
    real estate and resource financing. Currently, Mr. Gamble is the Manager of
    Viatica Fund, LLC; a Director of Natural Buttes Gas Corp.; Manager of Desert
    Flower Mining, LLC; and President and Chairman of Victory Minerals Corp. and
    Pinnacle. Offshore, Mr. Gamble also serves as a Director on the Board of Directors
    of Plateau Resources (Pty) Ltd. He helped to fund, via private sources, Plateau's
    start-up and operating capital. Mr. Gamble also served on the Board of Vanmag
    Exploration and Development (Pty) Ltd., also a South African corporation.
    Currently he is a Director with Zebediela Platinum (Pty) Ltd., another South
    African corporation. Mr. Gamble has been involved in packaging, financing
    and selling producing oil and gas properties. The flagship company for Mr.
    Gamble's mineral interest both in the United States and in Africa is
    Victory Minerals. Mr. Gamble attended the University of Colorado and graduated
    with a Bachelor of Science degree in Accounting and Finance in 1970. ROBERT A. HILDEBRAND, P.Eng. - Director Robert A. Hildebrand has been a director of the
    Company since September 2001. He has been Vice-President, Secretary-Treasurer
    and a director of Pinnacle Resources Inc. since inception. Since 1991, Mr. Hildebrand has been Vice President
    of Environmental Assurance Corporation, a company offering financial solutions
    to owners of contaminated real estate. Mr. Hildebrand served as the President
    and a director of Resource Finance Group, Ltd., a public Colorado corporation
    engaged in the business of acquiring revenue interest in producing mines in
    selected developing countries in exchange for mining and processing equipment
    and training provided by Resource Finance Group, Ltd., from August 1991 until
    that company merged, in April 1993, with Onyx Systems, Ltd. In November 1996
    Mr. Hildebrand served as a consultant to Mr. Glen Gamble and Victory Minerals
    S.A. (Pty) Ltd. to assist Plateau Resources (Pty) Ltd. and Vanmag Exploration
    (Pty) Ltd. He has accepted a directorship with Zebediela Platinum (Pty) Ltd.,
    another South African mineral exploration corporation. Mr. Hildebrand received
    his Geological Engineering Degree from the Colorado School of Mines in 1954.
    He has been a registered Colorado Professional Engineer since 1958. DAVID S. JENNINGS, PhD Dr. Jennings is a mineral deposits geologist holding
    a B.Sc. (Hons.) degree in geology from Lehigh University and a PhD degree
    in geology from McMaster University. He has 29 years of major and junior company
    experience focusing on major project acquisitions, evaluations and explorations
    discovery. Dr. Jennings is employed by and a director of Hunter Dickinson
    Inc., a company providing management and administrative services to publicly
    traded companies focusing on major project acquisitions, evaluations and explorations
    discovery. He is a member of management of several exploration companies. B. Compensation During the Company's financial year ended
    October 31, 2002, the aggregate cash compensation paid or payable by the Company
    to its directors and senior officers by the Company and its subsidiaries,
    all of whose financial statements are consolidated with those of the Company,
    was $616,172. The direct remuneration paid or payable to the Company's
    directors and senior officers by subsidiaries of the Company whose financial
    statements are not consolidated with those of the Company was $nil. The aggregate cash compensation paid by the Company
    for its most recently completed financial year to the Named Executive Officers
    (Mr. Thiessen, President and Chief Executive Officer, Mr. Mason, Chief Financial
    Officer and Corporate Secretary, Mr. Cousens, and Mr. Copeland), or companies
    controlled by them, was $553,334. The Company's Named Executive Officers
    do not serve the Company on a full time basis given that the nature of the
    Company's resource property exploration and development business is such
    that most of its requirements for management services are satisfied by the
    Company engaging third-party mineral exploration and development contractors. The compensation for the Named Executive Officers
    for the Company's three most recently completed financial years is as
    set out below: Name and Principal
            Position
        Year
        Annual
            Compensation
        Long
            Term Compensation
        All
            Other Compensation
            ($)Awards
        PayoutsSalary
            ($)
        Bonus
            ($)
        Other
            Annual Compen-sation
            ($)
        Securities
            Under Options Granted
            (#)
        Restricted
            Shares or Restricted Share Units
            ($)
        LTIP
            Payouts
            ($)Ronald W. Thiessen
            President, Chief Executive Officer and Director
        2002
            2001
            2000
        62,663
            18,432
            20,472
        120,000
            Nil
            Nil
        Nil
            Nil
            Nil
        250,000(1)
            170,000
            Nil
        Nil
            Nil
            Nil
        Nil
            Nil
            Nil
        Nil
            Nil
            NilJeffrey R. Mason
            Chief Financial Officer, Secretary and Director
        2002
            2001
            2000
        43,768
            18,432
            20,472
        60,000
            Nil
            Nil
        Nil
            Nil
            Nil
        250,000(1)
            170,000
            Nil
        Nil
            Nil
            Nil
        Nil
            Nil
            Nil
        Nil
            Nil
            NilScott D. Cousens
            Director
        2002
            2001
            2000
        43,768
            18,432
            20,472
        60,000
            Nil
            Nil
        Nil
            Nil
            Nil
        250,000(1)
            170,000
            Nil
        Nil
            Nil
            Nil
        Nil
            Nil
            Nil
        Nil
            Nil
            NilDavid J. Copeland(2)
            Director
        2002
            2001
            2000
        103,175
            53,703
            50,962
        60,000
            Nil
            Nil
        Nil
            Nil
            Nil
        250,000(1)
            170,000
            Nil
        Nil
            Nil
            Nil
        Nil
            Nil
            Nil
        Nil
            Nil
            Nil
 (1) These options were granted on July 31, 2002 at an exercise
    price of $0.84 per share and expire on October 29, 2004.(2) Certain of these payments were made to private companies controlled
    directly or indirectly by Mr. Copeland. On September 28, 2000, Robert A. Dickinson retired
    as President and CEO of Anooraq Resources Corporation, and was elected Co-Chairman.
    Ronald W. Thiessen was appointed President and CEO on September 28, 2000. Termination of Employment, Change in Responsibilities
    and Employment Contracts There are no compensatory plans or arrangements
    with respect to the Named Executive Officers resulting from the resignation,
    retirement or any other termination of employment of the officer's employment
    or from a change of the Named Executive Officer's responsibilities following
    a change in control. Compensation of Directors Executive Officers were granted 100,000 share
    options at $0.60 per share and expiring Oct 30, 2003, during the financial
    year ended October 31, 2001. The Named Executive Officers exercised 70,000
    options at $0.52 per share during the financial year ended October 31, 2001.
    The value of the unexercised in-the-money options was $10,220 at February
    28, 2002 and $88,600 at March 1, 2003. Securities Held By Insiders As at March 1, 2003 the directors and officers
    of Anooraq and their affiliate held as a group, directly and indirectly, owned
    or controlled an aggregate of 4,138,613 common shares (12.8%) and hold options
    and warrants to acquire an additional 4,030,000 common shares. To the knowledge
    of the directors and officers of Anooraq, as at such date, there were no persons
    exclusive of directors and officers holding more than 10% of the issued common
    shares. C. Board Practices All directors were re-elected at the April 23,
    2002 annual general meeting and have a term of office expiring at the next
    annual general meeting of Anooraq to be held on April 23, 2003. All officers
    have a term of office lasting until their removal or replacement by the Board
    of Directors. There are no arrangements under which directors
    were compensated by Anooraq and its subsidiaries during the financial year
    ended October 31, 2002 for their services in their capacity as directors and
    consultants except as herein disclosed. For the year ended October 31, 2002,
    Anooraq compensated its directors directly and indirectly for services by
    paying them an aggregate of $454,997, excluding the amount paid to Mr. David
    Copeland's private companies, CEC Engineering Ltd and Geologie Baie James
    Ltee. Anooraq paid $161,175 to the private engineering company owned by David
    J. Copeland for engineering and geological services provided during the year. On July 31, 2002, an aggregate of 1,850,000 (250,000
    to each of seven directors and 50,000 to each of two directors) incentive
    options to purchase shares were granted to the directors at an exercise price
    of $0.84 per share. The options expire on October 29, 2004. The shares traded
    at a high of $0.92 per share and a low of $0.76 per share during the 30 day
    period preceding the date of grant of the options. The options were issued
    pursuant to the Company's Share Option Plan. The Share Option Plan was
    approved by disinterested shareholders at the Company's annual general
    meeting held on April 23, 2002. On December 11, 2002, subsequent to the fiscal
    year end, an aggregate of 672,000 (96,000 to each of seven directors) incentive
    options to purchase shares were granted to the directors at an exercise price
    of $0.48 per share. The options expire on December 20, 2004. The shares traded
    at a high of $0.56 per share and a low of $0.43 per share during the 30 day
    period preceding the date of grant of the options. The options were issued
    pursuant to the Company's Share Option Plan. Ronald W. Thiessen, David J. Copeland and Scott
    D. Cousens are members of the Company's audit committee. The audit committee
    is elected annually by the directors of Anooraq at the first meeting of the
    board held after Anooraq's annual general meeting. Its primary function
    is to review the financial statements of the company before they are submitted
    to the board for approval. The audit committee is also available to assist
    the board if required with matters relating to the appointment of the Company's
    auditor and the overall scope and results of the audit, internal financial
    controls, and financial information for publication for various purposes.
    The Company has no remuneration committee. D. Employees At March 1, 2003, Anooraq had no employees, and
    contracted staff on an as-need basis. Anooraq's functions are primarily
    administered through Hunter Dickinson Inc. (see Item 7). E. Share Ownership As at March 1, 2003, an aggregate of 4,542,000
    Shares have been reserved for issuance pursuant to the following employee,
    director, executive officer and service provider stock options: (a)Incentive Options Optionholder Status
        Number
            of Shares
        Exercise
            Price
        Date
            of Grant
        Expiry
            DateDirectors and Officers of
            the
        700,000
        $0.60
        October
            10, 2001
        October
            10, 2003Registrant and its Subsidiaries
        1,850,000
        $0.84
        July
            31, 2002
        October
            29, 2004672,000
        $0.48
        December
            11, 2002
        December
            20, 2004**3,222,000**Employees and Consultants
        25,000
        $0.66
        March
            9, 2001
        March
            10, 200311,000
        $0.62
        June
            11, 2001
        June
            11, 200375,000
        $0.54
        September
            11, 2001
        September
            11, 2003436,000
        $0.60
        October
            10, 2001
        October
            30, 200325,000
        $0.60
        November
            20, 2001
        October
            30, 2003100,000
        $0.60
        February
            5, 2002
        November
            21, 2003464,000
        $0.84
        July
            31, 2002
        October
            29, 2004184,000
        $0.48
        December
            11, 2002
        December
            20, 2004**1,320,000**
 In fiscal 2002, 21,500 options were exercised
    with proceeds of $11,450 at an average price of $0.53 per share. (b) Share Incentive Plan In order to provide incentive to directors, officers,
    employees, management and others who provide services to Anooraq to act in
    the best interests of Anooraq, Anooraq has adopted a Share Incentive Plan
    (the "Plan"). The Plan was originally approved by shareholders at
    Anooraq's annual general meeting held on April 21, 1998, and a resolution
    increasing the number of shares available for issuance under the Plan was
    approved by shareholders on April 23, 2002 (the "2002 Plan"). Under
    the 2002 Plan, a total of 5,475,000 shares of Anooraq were reserved for share
    incentive options to be granted at the discretion of Anooraq's board
    of directors to eligible optionees (the "Optionees"). As of March
    1, 2003, a total of 4,542,000 share incentive options are outstanding under
    the Plan of which 3,222,000 options have been granted to insiders, and 907,500
    shares remain available for issuance to future Optionees. Material Terms of the 2002 Plan Eligible Optionees Under TSX Venture policy, to be eligible for the
    issuance of a stock option under the 2002 Plan an Optionee must either be
    an employee, director, officer, consultant or an employee of a company providing
    management or other services to Anooraq or its subsidiary at the time the
    option is granted. Options may be granted only to an individual or
    to a company that is wholly owned by individuals eligible for an option grant.
    If the option is granted to a company, the company must provide TSX Venture
    with an undertaking that it will not permit any transfer of its shares, nor
    issue further shares, to any other individual or entity as long as the incentive
    stock option remains in effect without the consent of TSX Venture. Material Terms of the Plan The following is a summary of the material terms
    of the 2002 Plan (a)     all options granted
    under the 2002 Plan are non-assignable and non-transferable and are up to
    a period of 10 years; (b)     for stock options
    granted to employees or service providers (inclusive of management company
    employees), Anooraq is required to represent that the proposed Optionee is
    a bona fide employee or service provider (inclusive of a management company
    employee), as the case may be, of Anooraq or of any of its subsidiaries; (c)     The Company has a
    share purchase option approval plan approved by the shareholders that allows
    it to grant options, subject to regulatory terms and approval, to its employees,
    officers, directors and non-employees. The exercise price of each option can
    be set equal to or greater than the closing price of the common shares on
    the TSX Venture on the day prior to the date of the grant of the option less
    the applicable discount according to TSX Venture policy. An option has a maximum
    term of ten years and terminates 30 days following the termination of the
    optionee's employment, except in the case of retirement or death. In
    the case of retirement, it terminates 30 to 90 days, at management's
    discretion, following retirement. In the case of death, it terminates at the
    earlier of one year after the event or the expiry of the option. Vesting of
    options is done at the discretion of the Board at the time the options are
    granted; and (d)     the minimum exercise
    price of an option granted under the 2002 Plan must not be less than the closing
    price for Anooraq's common shares as traded on the TSX Venture on the
    last trading day before the date that the option is granted less allowable
    discounts as permitted by TSX Venture of up to 25% (depending on the price
    at the time of grant). Anooraq has obtained "disinterested"
    shareholders' approval and therefore under TSX Venture policy: xx     the number of options granted to Insiders of
    Anooraq may exceed 10% of Anooraq's outstanding listed shares; xx    the aggregate number of options granted to Insiders
    of Anooraq within a one year period may exceed 10% of Anooraq's outstanding
    listed shares; and xx     the number of options granted to any one Insider
    and such Insider's associates within a one year period may exceed 5%
    of Anooraq's outstanding listed shares, but always subject to the aggregate limit of 5,475,000
    shares. Disinterested Shareholder Approval ("DSA") "Disinterested shareholder approval"
    means the approval by a majority of the votes cast by all shareholders of
    Anooraq at the shareholders' meeting excluding votes attached to listed
    shares beneficially owned by "Insiders" of Anooraq (generally officers
    and directors) to whom the DSA Options have been granted under the 2002 Plan
    and Associates of those Insiders.  ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders Anooraq's securities are recorded on the
    books of its transfer agent in registered form, however, the majority of such
    shares are registered in the name of intermediaries such as brokerage houses
    and clearing houses on behalf of their respective brokerage clients, and Anooraq
    does not have knowledge or access to information about of the beneficial owners
    thereof. To the best of its knowledge, Anooraq is not directly or indirectly
    owned or controlled by a corporation or foreign government. As of March 1,
    2003, Anooraq had authorized 100,000,000 common shares without par value of
    which 32,277,463 were issued and outstanding. As of March 1, 2003, the only registered holder
    of 5% or more of the common shares of Anooraq were brokerage clearing houses. As of March 1, 2003, directors and officers of
    Anooraq as a group (9 persons) owned or controlled an aggregate of 4,138,613
    shares (12.8%) of Anooraq, or 8,168,613 shares (17.8%) on a fully diluted
    basis. Under the British Columbia Securities Actinsiders
    (generally officers, directors, holders of 10% or more of Anooraq's shares)
    are required to file insider reports of changes in their ownership in the
    first 10 days of the month following a trade in Anooraq's securities.
    Copies of such reports are available for public inspection at the offices
    of the British Columbia Securities Commission, 9th Floor, 701 West Georgia
    Street, Vancouver, British Columbia V7Y 1L2 (phone (604) 899‐6500) or
    at the British Columbia Securities Commission web site (www.bcsc.bc.ca). As of March 1, 2003, there were 84 registered
    shareholders of record holding a total of 32,277,463 common shares of the
    Registrant. To the best of the Registrant's knowledge there were 46 registered
    shareholders of record with registered addresses in Canada, 28 shareholders
    of record with registered addresses in the United States and 10 shareholders
    of record with registered addresses in other countries holding approximately
    24,819,701 (77%), 7,100,452 (22%) and 357,720 (1%) of the outstanding common
    shares, respectively. Shares registered in intermediaries were assumed to
    be held by residents of the same country in which the clearing house was located. B. Related Party Transactions No director or senior officer, and no associate
    or affiliate of the foregoing persons, and no insider has or has had any material
    interest, direct or indirect, in any other transactions, or in any other proposed
    transaction, which in either such case has materially affected or will materially
    affect Anooraq or its predecessors during the year ended October 31, 2002
    except as follows: (a) Hunter Dickinson Inc. ("HDI"), is
    one of the largest independent mining exploration groups in North America
    and as of March 1, 2003, employs or retains on a substantially full-time basis,
    fifteen geoscientists (of which five are professional geologists/PGeo, and
    three are geological engineers/PEng and two are PhD's), four licensed
    professional mining, mechanical or civil engineers (PEng), seven accountants
    (including four CA's, one CGA, and one CMA) and fifteen administrative
    and support personnel. It has supervised mineral exploration projects in Canada
    (British Columbia, Manitoba, Ontario, Quebec, and Yukon) and internationally
    in Brazil, Chile, the United States, Mexico and South Africa. HDI allocates
    the cost of staff input into projects such as the Platreef Project based on
    the time records of the personnel involved. Costs of such personnel and third
    party contractors are billed to the participating public companies on a full
    cost recovery basis (inclusive of HDI staff costs and overhead) for amounts
    which are considered by the Company's management to be competitive with
    arm's-length suppliers. The shares of HDI are owned by each of the participating
    public corporations (including the Company) for as long as HDI's services
    are being retained by such participating company. However a participant surrenders
    its single share of HDI at the time of termination of the standard form of
    services agreement. The agreement can be cancelled on 30 days' notice.
    HDI is managed by the directors of the Registrant, who are generally the controlling
    directors of the other corporate participants in the arrangements with of
    HDI. (b) Geological Management and Administration Services
    Agreement dated for reference the 31st day of December, 1996 pursuant to which
    HDI provides geological, corporate development management and administrative
    services to, and incurs third-party costs on behalf of, the Registrant on
    a full cost recovery basis believed by the Registrant's management to
    be at a cost that is competitive with arm's length suppliers. During
    the fiscal year ended October 31, 2002 the Registrant paid $1,143,295 to HDI
    for services pursuant to this Agreement. (c) Hunter Dickinson Group Inc. ("HDGI"),
    a private company owned by family trusts of certain insiders, loaned $150,000
    to Pinnacle in order to provide corporate working capital at the time the
    Plateau Acquisition was being negotiated. Pursuant to an agreement dated August
    28, 2001, Pinnacle repaid the $150,000 to HDGI by transferring to HDGI 500,000
    common shares of Anooraq valued at US$0.299 per share and 4.5 million Anooraq
    share purchase warrants valued at US$0.001 each received by Pinnacle under
    the Plateau Acquisition. The 7.5 million shares of Anooraq were acquired in
    connection with the sale of the Plateau shares to Anooraq under the Plateau
    Acquisition, and the 4.5 million warrants were acquired in consideration of
    the cancellation by Pinnacle of the January 18, 2000 loan facility agreement
    entered into by Anooraq under the original terms of the Platreef Property
    acquisition. The warrants are exercisable at $0.70 per Anooraq common share
    until August 28, 2003. In February 2002, the 4.5 million warrants acquired
    by HDGI from Pinnacle were transferred to family member of certain directors
    of Anooraq (except for 757,000 warrants which were transferred to third parties).
    Messrs. Gamble and Hildebrand were not directors at the time Anooraq concluded
    its arrangements with Pinnacle in August 2001. No director or officer of the Registrant has been
    indebted to the Registrant at any time during the last three fiscal years. C. Interests of Experts and Counsel Not applicable.  ITEM 8 FINANCIAL INFORMATION A. Consolidated Statements and Other Financial
    Information See "Item 17 Financial Statements". Legal Proceedings Anooraq is not involved in any litigation or legal
    proceedings and to Anooraq's knowledge, no material legal proceedings
    involving Anooraq or its subsidiaries are to be initiated against Anooraq. Dividend Policy The Company has not paid any dividends on its
    outstanding common shares since its incorporation and does not anticipate
    that it will do so in the foreseeable future. All funds of Anooraq are being
    retained for exploration of its Projects. B. Significant Changes There have been no significant changes to the
    business of Anooraq since October 31, 2002.  ITEM 9 THE OFFER AND LISTING A. Offer and Listing Details Trading Markets TSX
            Venture: ARQ - trading in Canadian dollars
        
        OTCBB:
            ARQRF -
          trading in United States
            dollarsHigh
        Low
        
        High
        Low($)
        ($)
        
        ($)
        ($)Annual2002
        1.01
        0.41
        
        1.01
        0.282001
        0.82
        0.44
        
        0.525
        0.322000
        2.10
        0.421999
        1.10
        0.351998
        1.05
        0.281997
        3.55
        0.53By
            QuarterCalendar
            2000First Quarter
        2.10
        0.96Second Quarter
        1.41
        0.58Third Quarter
        0.78
        0.53Fourth Quarter
        0.73
        0.42Calendar
            2001First Quarter
        0.802
        0.50Second Quarter
        0.76
        0.49Third Quarter
        0.80
        0.50
        
        0.52
        0.35Fourth Quarter
        0.72
        0.44
        
        0.50
        0.32Calendar
            2002First Quarter
        0.65
        0.41
        
        0.41
        0.35Second Quarter
        0.94
        0.55
        
        0.65
        0.37Third Quarter
        1.01
        0.53
        
        1.01
        0.33Fourth Quarter
        0.60
        0.41
        
        0.38
        0.25Calendar
            2003First Quarter (to Feb 28, 2003)
        0.75
        0.54
        
        0.50
        0.1725MonthlyFebruary 2003
        0.75
        0.54
        
        0.50
        0.36January 2003
        0.66
        0.54
        
        0.43
        0.1725December 2002
        0.59
        0.44
        
        0.38
        0.295November 2002
        0.56
        0.43
        
        0.36
        0.28October 2002
        0.60
        0.41
        
        0.38
        0.25September 2002
        0.89
        0.53
        
        0.59
        0.33August 2002
        1.01
        0.80
        
        1.01
        0.50July 2002
        0.95
        0.75
        
        0.63
        0.47
 B. Plan of Distribution Not applicable. C. Markets The shares of Anooraq have traded in Canada on
    the TSX Venture Exchange (successor Exchange to the Canadian Venture and Vancouver
    Stock Exchanges) since September 24, 1987 (symbol-ARQ), and in the USA on
    the OTCBB (symbol ARQRF). D. Selling Shareholders Not applicable. E. Dilution Not applicable. F. Expenses of the Issue Not applicable.  ITEM 10 ADDITIONAL INFORMATION A. Share Capital Anooraq's share capital consists of one class
    only, namely common shares without par value, of which 100,000,000 shares
    are authorized and 32,277,463 common shares without par value are issued and
    outstanding as of March 1, 2003. Note 6 of the accompanying audited financial
    statements provides details of all share issuances effected by Anooraq in
    the issue price per share for the four previous fiscal years. There are no
    shares of Anooraq that are held by or on behalf of Anooraq. There have been
    no changes in the classification of common shares (reclassifications, consolidations,
    reverse splits or the like) within the previous five years. All common shares
    of Anooraq rank pari passu for the payment of any dividends and distributions
    in the event of a windup. A summary of Anooraq's dilutive securities
    (convertible or exercisable into common shares) is as follows: (a) Warrants The following share purchase warrants are outstanding
    as of the date hereof. All warrants were issued as part of unit private placements
    comprising a share and a warrant. All warrants are non-transferable. No. of Warrants(1)
        Exercise
            Price
        Expiry
            Date3,692,718 (investors)
            4,500,000 (investors)
            259,283 (investors)
        $0.85
            $0.70
            $0.88
        December
            21, 2003(2)
            August 28, 2003
            December 27, 2003(3)
 Notes: (1) Each warrant is exercisable into one common
    share of Anooraq. (2) The expiry date of these warrants was extended
    from December 21, 2002 to December 21, 2003. (3) Subject to accelerated expiry. Other Potential Share Issuances A summary of Anooraq's diluted share capital
    is as follows: (a)
        issued as of March 1, 2003
        32,277,463(b)
        options outstanding
        4,542,000(c)
        warrants outstanding
        8,452,001(d)
        Shares potentially issuable
            to Gladiator(1)
        496,500(e)
        Shares potentially issuable
            to MSA(2)
        233,333Total
        46,001,297
 Notes: (1) Based on the amount of the loan as at the
    date of this Annual Report, under the Loan Facility, 496,500 common shares
    are due to be issued and already deducted from this amount. See Item 2 "Business
    and Properties of the Registrant (Equity Acquisition Rights under Loan Facility)". (2) Potentially issuable under a Heads of Agreement
    between MSA Projects (Pty) Limited and Plateau Resources (Pty) Limited. See Item 6E for information regarding Anooraq's
    Share Incentive Plan. B. Memorandum and Articles of Association Anooraq's Articles of Association and Memorandum
    are registered with the British Columbia Registrar of Companies under Corporation
    No. 262963. A copy of the Articles of Association was filed with Anooraq's
    initial registration on Form 20F filed in March 2000. Objects and Purposes Anooraq's Articles of Incorporation do not
    specify objects or purposes. Under British Columbia law, a British Columbia
    corporation has all the legal powers of a natural person. British Columbia
    corporations may not undertake certain limited business activities (for example,
    operating as a trust company or railroad) without alterations to its form
    of articles and specific government consent. Directors - Powers and Limitations Anooraq's articles do not specify a maximum
    number of directors (the minimum under British Columbia law for a public company
    is three). The number of directors is determined annually by shareholders
    at the annual Shareholders meeting and all directors are elected at that time,
    there are no staggered directorships. Under the BCCA directors are obligated
    to abstain from voting on matters in which they may be financially interested
    after fully disclosing such interest. Directors' compensation is not
    a matter on which they must abstain. Under the articles the directors are
    entitled between successive annual general meeting to appoint one or more
    additional directors but not more than one-third of the number of directors
    fixed at a shareholders or actually elected at the preceding annual general
    meeting. Directors automatically retire at the commencement of each annual
    meeting subject to being re-elected. Under the articles, a director who is any way
    directly or indirectly interested in a proposed contract or transaction with
    Anooraq or who holds any office or possesses any property whereby directly
    or indirectly a duty might be created which would conflict with his duty or
    interest as a director shall declare the nature and extent of such interest
    in such contract or transaction. A director shall not vote in respect of any
    such contract or transaction if the company in which he is interested and
    if he should vote his vote shall not be counted but shall be counted in the
    quorum present at the meeting. Similarly, under the BCCA directors are obligated
    to abstain from voting on matters in which they may be financially interested
    after fully disclosing such interest. Directors must abstain in such circumstances
    both under the articles and under the BCCA. Directors must be of the age of majority (18),
    and meet eligibility criteria including not being mentally infirm, an undischarged
    bankrupt, no fraud related convictions in the previous five years and a majority
    of directors must be ordinarily resident in Canada. There is no mandatory
    retirement age either under Anooraq's articles or under the BCCA. Directors' borrowing powers are not restricted
    but the directors may not authorize Anooraq to provide financial assistance
    where Anooraq is insolvent or the providing of the guarantee would render
    it insolvent. Directors need not own any shares of Anooraq in order to qualify
    as directors. Changes to Rights of Common Shareholders Changes to the articles and memorandum of Anooraq
    require a "special resolution" being a resolution passed by not
    less than 75% of the shares voted in person or by proxy at a duly convened
    shareholders meeting. Some corporate changes including amalgamation with another
    company, sale of substantially all of Anooraq's assets, redomiciling
    out of the jurisdiction of British Columbia, creation of new classes of shares
    not only require such 75% approval but generally also give rise to a dissent
    right which is the right to be paid the fair value of the stockholder's
    shares in cash if the required special resolution is actually passed and Anooraq
    elects to proceed with the matter notwithstanding receipt of dissent notices.
    A notice of a shareholders meeting at which such an action is intended to
    be effected must include a prominent notice of the dissent right. Dissent
    provisions governed by the BCCA and not by the articles of the Company. Shareholders Meetings Shareholders meetings are only peripherally governed
    by the articles of the Company with most shareholder protections contained
    in the Securities Act (British Columbia) and the BCCA. The articles
    provide that Anooraq will hold an annual general meeting, will provide at
    least 21 days' notice and will provide for certain procedural matters
    and rules of order with respect to conduct of the meeting. The Securities
    Act (British Columbia) and the BCCA superimpose requirements that generally
    provide that shareholders meetings require not less than a 60 day period from
    initial public notice that Anooraq makes a thorough advanced search of intermediary
    and brokerage registered shareholdings to ascertain location of beneficial
    shareholders so that materials can be sent, the form and content of information
    circulars and proxies and like matters typically governed by such securities
    legislation. This legislation specifies the disclosure requirements for various
    corporate actions, background information on the nominees for election for
    director, executive compensation paid in the previous year and full details
    of any unusual matters. Anooraq must hold an annual shareholders meeting within
    13 months of the previous annual shareholders meeting and must present audited
    statements which are no more than 180 days old at that meeting. Redemption Anooraq has no redeemable securities authorized
    or issued. Pre-emptive Rights There are no pre-emptive rights applicable to
    Anooraq which provide a right to any person to participate in offerings of
    Anooraq's securities Liquidation All common shares of Anooraq participate rateably
    in any available assets in the event of a winding up or other liquidation. No Limitation on Foreign Ownership There are no limitations under Anooraq's
    Articles or in the BCCA on the right of persons who are not citizens of Canada
    to hold or vote common shares. (See also "Exchange Controls".) Dividends Dividends may be declared by the Board out of
    available assets and are paid rateably to holders of common shares. No dividend
    may be paid if Anooraq is, or would thereby become, insolvent. Voting Rights Each Anooraq share is entitled to one vote on
    matters to which common shares ordinarily vote including the election of directors,
    appointment of auditors and approval of corporate changes and other matters
    requiring shareholder approval. Change in Control Anooraq has not implemented any shareholders'
    rights or other "poison pill" protection against possible take-overs.
    Anooraq does not have any agreements which are triggered by a take-over or
    other change of control. There are no provisions in its articles triggered
    by or affected by a change in outstanding shares which gives rise to a change
    in control. Share Ownership Reporting The articles of Anooraq do not require disclosure
    of share ownership. Share ownership of director nominees must be reported
    annually in proxy materials sent to Anooraq's shareholders. There are
    no requirements under British Columbia corporate law to report ownership of
    shares of Anooraq but the British Columbia Securities Act requires disclosure
    of trading by insiders including holders of 10% of voting shares within 10
    days of the trade. Controlling shareholders (generally those in excess of
    20% of outstanding shares) must provide seven days advance notice of share
    sales. C. Material Contracts Anooraq's material contracts are: (a) Amended Share Incentive Plan dated for reference
    April 22, 1999 (filed with Form 20F on March 13, 2000); (b) Sale and Assignment Agreement dated for reference
    the 18th day of October, 1999 related to the Platreef Project (see Items 1
    and 2) (filed with Form 20F on March 13, 2000); (c) Geological Management and Administration Services
    Agreement dated for reference December 31, 1996 (filed with Form 20F on March
    13, 2000). D. Exchange Controls Anooraq is a corporation registered in Province
    of British Columbia, Canada. There is no law or governmental decree or regulation
    in Canada that restricts the export or import of capital, or affects the remittance
    of dividends, interest or other payments to a non-resident holder of Common
    Shares, other than withholding tax requirements. Any such remittances to United
    States residents are generally subject to withholding tax. See "Taxation",
    below. There is no limitation imposed by the laws of
    Canada or by the charter or other constituent documents of Anooraq on the
    right of a non-resident to hold or vote the Common Shares, other than as provided
    in the Investment Canada Act (Canada) (the "Investment Act").
    The following discussion summarizes the material features of the Investment
    Act for a non-resident who proposes to acquire a controlling number of
    Common Shares. It is general only, it is not a substitute for independent
    advice from an investor's own advisor, and it does not anticipate statutory
    or regulatory amendments. Anooraq does not believe the Investment Act
    will have any affect on it or on its non-Canadian shareholders due to a number
    of factors including the nature of its operations and Anooraq's relatively
    small capitalization. The Investment Act generally prohibits
    implementation of a reviewable investment by an individual, government or
    agency thereof, corporation, partnership, trust or joint venture (each an
    "entity") that is not a "Canadian" as defined in the Investment
    Act (a "non-Canadian"), unless after review the Director of
    Investments appointed by the minister responsible for the Investment Act
    is satisfied that the investment is likely to be of net benefit to Canada.
    The size and nature of a proposed transaction may give rise to an obligation
    to notify the Director to seek an advance ruling. An investment in the Common
    Shares by a non-Canadian other than a "WTO Investor" (as that term
    is defined in the Investment Act and which term includes entities which
    are nationals of or are controlled by nationals of member states of the World
    Trade Organization) when Anooraq was not controlled by a WTO Investor, would
    be reviewable under the Investment Act if it was an investment to acquire
    control of Anooraq and the value of the assets of Anooraq, as determined in
    accordance with the regulations promulgated under the Investment Act, was
    $5 million or more, or if an order for review was made by the federal cabinet
    on the grounds that the investment related to Canada's cultural heritage
    or national identity, regardless of the value of the assets of Anooraq. An
    investment in the Common Shares by a WTO Investor, or by a non-Canadian when
    Anooraq was controlled by a WTO Investor, would be reviewable under the Investment
    Act if it was an investment to acquire control of Anooraq and the value
    of the assets of Anooraq, as determined in accordance with the regulations
    promulgated under the Investment Act, was not less than a specified amount,
    which for 2000 exceeds Cdn$192 million. A non-Canadian would acquire control
    of Anooraq for the purposes of the Investment Act if the non-Canadian
    acquired a majority of the Common Shares. The acquisition of less than a majority
    but one‐third or more of the Common Shares would be presumed to be an
    acquisition of control of Anooraq unless it could be established that, on
    the acquisition, Anooraq was not controlled in fact by the acquiror through
    the ownership of the Common Shares. The foregoing assumes Anooraq will not engage
    in the production of uranium or own an interest in a producing uranium property
    in Canada, or provide any financial service or transportation service, as
    the rules governing these businesses are different. Certain transactions relating to the Common Shares
    would be exempt from the Investment Act, including (a)     an acquisition of
    the Common Shares by a person in the ordinary course of that person's
    business as a trader or dealer in securities, (b)     an acquisition of
    control of Anooraq in connection with the realization of security granted
    for a loan or other financial assistance and not for a purpose related to
    the provisions of the Investment Act, and (c)     an acquisition of
    control of Anooraq by reason of an amalgamation, merger, consolidation or
    corporate reorganization following which the ultimate direct or indirect control
    in fact of Anooraq, through the ownership of the Common Shares, remained unchanged. E. Taxation Material Canadian Federal Income Tax Consequences
    for United States Residents The following, in management's understanding,
    summarizes the material Canadian federal income tax consequences generally
    applicable to the holding and disposition of Common Shares by a holder (in
    this summary, a "U.S. Holder") who, (a) for the purposes of the
    Income Tax Act (Canada) (the "Tax Act"), is not resident in Canada,
    deals at arm's length with Anooraq, holds the Common Shares as capital
    property and does not use or hold the Common Shares in the course of carrying
    on, or otherwise in connection with, a business in Canada, and (b) for the
    purposes of the Canada-United States Income Tax Convention, 1980 (the "Treaty"),
    is a resident solely of the United States, has never been a resident of Canada,
    and has not held or used (and does not hold or use) Common Shares in connection
    with a permanent establishment or fixed base in Canada. This summary does
    not apply to traders or dealers in securities, limited liability companies,
    tax-exempt entities, insurers, financial institutions (including those to
    which the mark-to-market provisions of the Tax Act apply), or any other U.S.
    Holder to which special considerations apply. This summary is based on the current provisions
    of the Tax Act including all regulations thereunder, the Treaty, all proposed
    amendments to the Tax Act, the regulations and the Treaty publicly announced
    by the Government of Canada to the date hereof, and the current administrative
    practices of the Canada Customs and Revenue Agency. It has been assumed that
    all currently proposed amendments will be enacted as proposed and that there
    will be no other relevant change in any governing law or administrative practice,
    although no assurances can be given in these respects. This summary does not
    take into account provincial, U.S., state or other foreign income tax law
    or practice. The tax consequences to any particular U.S. Holder will vary
    according to the status of that holder as an individual, trust, corporation,
    partnership or other entity, the jurisdictions in which that holder is subject
    to taxation, and generally according to that holder's particular circumstances.
    Accordingly, this summary is not, and is not to be construed as, Canadian
    tax advice to any particular U.S. Holder. Dividends Dividends paid or deemed to be paid to a U.S.
    Holder by Anooraq will be subject to Canadian withholding tax. Under the Treaty,
    the rate of withholding tax on dividends paid to a U.S. Holder is generally
    limited to 15% of the gross amount of the dividend (or 5% if the U.S. Holder
    is a corporation and beneficially owns at least 10% of Anooraq's voting
    shares). Anooraq will be required to withhold the applicable withholding tax
    from any such dividend and remit it to the Canadian government for the U.S.
    Holder's account. Disposition A U.S. Holder is not subject to tax under the
    Tax Act in respect of a capital gain realized on the disposition of a Common
    Share in the open market unless the share is "taxable Canadian property"
    to the holder thereof and the U.S. Holder is not entitled to relief under
    the Treaty. A Common Share will be taxable Canadian property to a U.S. Holder
    if, at any time during the 60 months preceding the disposition, the U.S. Holder
    or persons with whom the U.S. Holder did not deal at arm's length alone
    or together owned, or had rights to acquire, 25% or more of Anooraq's
    issued shares of any class or series. A U.S. Holder whose Common Shares do constitute
    taxable Canadian property, and who might therefore be liable for Canadian
    income tax under the Tax Act, will generally be relieved from such liability
    under the Treaty unless the value of such shares at the time of disposition
    is derived principally from real property situated in Canada. Management of
    Anooraq believes that the value of Anooraq's Common Shares is not currently
    derived principally from real property situated in Canada. United States Tax Consequences United States Federal Income Tax Consequences Based on management's discussions with its
    professional advisors, it believes the following is a discussion of material
    United States federal income tax consequences, under current law, generally
    applicable to a U.S. Holder (as hereinafter defined) of common shares of Anooraq.
    This discussion does not address all potentially relevant federal income tax
    matters and it does not address consequences peculiar to persons subject to
    special provisions of federal income tax law, such as those described below
    as excluded from the definition of a U.S. Holder. In addition, this discussion
    does not cover any state, local or foreign tax consequences. (see "Taxation
    - Canadian Federal Income Tax Consequences" above). Accordingly, holders
    and prospective holders of common shares of Anooraq should consult their own
    tax advisors about the specific federal, state, local, and foreign tax consequences
    to them of purchasing, owning and disposing of common shares of Anooraq, based
    upon their individual circumstances. The following discussion is based upon the sections
    of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
    Regulations, published Internal Revenue Service ("IRS") rulings,
    published administrative positions of the IRS and court decisions that are
    currently applicable, any or all of which could be materially and adversely
    changed, possibly on a retroactive basis, at any time and which are subject
    to differing interpretations. This discussion does not consider the potential
    effects, both adverse and beneficial, of any proposed legislation which, if
    enacted, could be applied, possibly on a retroactive basis, at any time. U.S. Holders As used herein, a "U.S. Holder" means
    a holder of common shares of Anooraq who is a citizen or individual resident
    of the United States, a corporation or partnership created or organized in
    or under the laws of the United States or of any political subdivision thereof,
    an estate whose income is taxable in the United States irrespective of source
    or a trust subject to the primary supervision of a court within the United
    States and control of a United States fiduciary as described Section 7701(a)(30)
    of the Code. This summary does not address the tax consequences to, and U.S.
    Holder does not include, persons subject to specific provisions of federal
    income tax law, such as tax-exempt organizations, qualified retirement plans,
    individual retirement accounts and other tax-deferred accounts, financial
    institutions, insurance companies, real estate investment trusts, regulated
    investment companies, broker-dealers, non-resident alien individuals, persons
    or entities that have a "functional currency" other than the U.S.
    dollar, shareholders subject to the alternative minimum tax, shareholders
    who hold common shares as part of a straddle, hedging or conversion transaction,
    and shareholders who acquired their common shares through the exercise of
    employee stock options or otherwise as compensation for services. This summary
    is limited to U.S. Holders who own common shares as capital assets and who
    own (directly and indirectly, pursuant to applicable rules of constructive
    ownership) no more than 5% of the value of the total outstanding stock of
    Anooraq. This summary does not address the consequences to a person or entity
    holding an interest in a shareholder or the consequences to a person of the
    ownership, exercise or disposition of any options, warrants or other rights
    to acquire common shares. In addition, this summary does not address special
    rules applicable to United States persons (as defined in Section 7701(a)(30)
    of the Code) holding common shares through a foreign partnership or to foreign
    persons holding common shares through a domestic partnership. Distribution on Common Shares of Anooraq In general, U.S. Holders receiving dividend distributions
    (including constructive dividends) with respect to common shares of Anooraq
    are required to include in gross income for United States federal income tax
    purposes the gross amount of such distributions, equal to the U.S. dollar
    value of such distributions on the date of receipt (based on the exchange
    rate on such date), to the extent that Anooraq has current or accumulated
    earnings and profits, without reduction for any Canadian income tax withheld
    from such distributions. Such Canadian tax withheld may be credited, subject
    to certain limitations, against the U.S. Holder's federal income tax
    liability or, alternatively, may be deducted in computing the U.S. Holder's
    federal taxable income by those who itemize deductions. (See more detailed
    discussion at "Foreign Tax Credit" below). To the extent that distributions
    exceed current or accumulated earnings and profits of Anooraq, they will be
    treated first as a return of capital up to the U.S. Holder's adjusted
    basis in the common shares and thereafter as gain from the sale or exchange
    of property. Preferential tax rates for long-term capital gains are applicable
    to a U.S. Holder which is an individual, estate or trust. There are currently
    no preferential tax rates for long-term capital gains for a U.S. Holder which
    is a corporation. In the case of foreign currency received as a
    dividend that is not converted by the recipient into U.S. dollars on the date
    of receipt, a U.S. Holder will have a tax basis in the foreign currency equal
    to its U.S. dollar value on the date of receipt. Generally any gain or loss
    recognized upon a subsequent sale or other disposition of the foreign currency,
    including the exchange for U.S. dollars, will be ordinary income or loss.
    However, an individual whose realized gain does not exceed $200 will not recognize
    that gain, provided that there are no expenses associated with the transaction
    that meet the requirements for deductibility as a trade or business expense
    (other than travel expenses in connection with a business trip) or as an expense
    for the production of income. Dividends paid on the common shares of Anooraq
    generally will not be eligible for the dividends received deduction provided
    to corporations receiving dividends from certain United States corporations.
    A U.S. Holder which is a corporation and which owns shares representing at
    least 10% of the voting power and value of Anooraq may, under certain circumstances,
    be entitled to a 70% (or 80% if the U.S. Holder owns shares representing at
    least 20% of the voting power and value of Anooraq) deduction of the United
    States source portion of dividends received from Anooraq (unless Anooraq qualifies
    as a "foreign personal holding company" or a "passive foreign
    investment company," as defined below). Anooraq does not anticipate that
    it will earn any United States income, however, and therefore does not anticipate
    that any U.S. Holder will be eligible for the dividends received deduction. Under current Treasury Regulations, dividends
    paid on Anooraq's common shares, if any, generally will not be subject
    to information reporting and generally will not be subject to U.S. backup
    withholding tax. However, dividends and the proceeds from a sale of Anooraq's
    common shares paid in the U.S. through a U.S. or U.S. related paying agent
    (including a broker) will be subject to U.S. information reporting requirements
    and may also be subject to the 31% U.S. backup withholding tax, unless the
    paying agent is furnished with a duly completed and signed Form W-9. Any amounts
    withheld under the U.S. backup withholding tax rules will be allowed as a
    refund or a credit against the U.S. Holder's U.S. federal income tax
    liability, provided the required information is furnished to the IRS. Foreign Tax Credit A U.S. Holder who pays (or has withheld from distributions)
    Canadian income tax with respect to the ownership of common shares of Anooraq
    may be entitled, at the option of the U.S. Holder, to either receive a deduction
    or a tax credit for such foreign tax paid or withheld. Generally, it will
    be more advantageous to claim a credit because a credit reduces United States
    federal income taxes on a dollar-for-dollar basis, while a deduction merely
    reduces the taxpayer's income subject to tax. This election is made on
    a year-by-year basis and generally applies to all foreign taxes paid by (or
    withheld from) the U.S. Holder during that year. There are significant and
    complex limitations which apply to the credit, among which is the general
    limitation that the credit cannot exceed the proportionate share of the U.S.
    Holder's United States income tax liability that the U.S. Holder's
    foreign source income bears to his or its worldwide taxable income. In the
    determination of the application of this limitation, the various items of
    income and deduction must be classified into foreign and domestic sources.
    Complex rules govern this classification process. In addition, this limitation
    is calculated separately with respect to specific classes of income such as
    "passive income, " "high withholding tax interest," "financial
    services income," "shipping income," and certain other classifications
    of income. Dividends distributed by Anooraq will generally constitute "passive
    income" or, in the case of certain U.S. Holders, "financial services
    income" for these purposes. The availability of the foreign tax credit
    and the application of the limitations on the credit are fact specific, and
    U.S. Holders of common shares of Anooraq should consult their own tax advisors
    regarding their individual circumstances. Disposition of Common Shares of Anooraq In general, U.S. Holders will recognize gain or
    loss upon the sale of common shares of Anooraq equal to the difference, if
    any, between (i) the amount of cash plus the fair market value of any property
    received, and (ii) the shareholder's tax basis in the common shares of
    Anooraq. Preferential tax rates apply to long-term capital gains of U.S. Holders
    which are individuals, estates or trusts. In general, gain or loss on the
    sale of common shares of Anooraq will be long-term capital gain or loss if
    the common shares are a capital asset in the hands of the U.S. Holder and
    are held for more than one year. Deductions for net capital losses are subject
    to significant limitations. For U.S. Holders which are not corporations, any
    unused portion of such net capital loss may be carried over to be used in
    later tax years until such net capital loss is thereby exhausted. For U.S.
    Holders that are corporations (other than corporations subject to Subchapter
    S of the Code), an unused net capital loss may be carried back three years
    and carried forward five years from the loss year to be offset against capital
    gains until such net capital loss is thereby exhausted. Other Considerations Set forth below are certain material exceptions
    to the above-described general rules describing the United States federal
    income tax consequences resulting from the holding and disposition of common
    shares: Foreign Personal Holding Company If at any time during a taxable year more than
    50% of the total combined voting power or the total value of Anooraq's
    outstanding shares is owned, directly or indirectly (pursuant to applicable
    rules of constructive ownership), by five or fewer individuals who are citizens
    or residents of the United States and 60% or more of Anooraq's gross
    income for such year is derived from certain passive sources (e.g., from certain
    interest and dividends), Anooraq may be treated as a "foreign personal
    holding company." In that event, U.S. Holders that hold common shares
    would be required to include in gross income for such year their allocable
    portions of such passive income to the extent Anooraq does not actually distribute
    such income. Anooraq does not believe that it currently qualifies as a foreign
    personal holding company. However, there can be no assurance that Anooraq
    will not be considered a foreign personal holding company for the current
    or any future taxable year. Foreign Investment Company If 50% or more of the combined voting power or
    total value of Anooraq's outstanding shares is held, directly or indirectly,
    by citizens or residents of the United States, United States domestic partnerships
    or corporations, or estates or trusts other than foreign estates or trusts
    (as defined by the Code Section 7701(a)(31)), and Anooraq is found to be engaged
    primarily in the business of investing, reinvesting, or trading in securities,
    commodities, or any interest therein, it is possible that Anooraq may be treated
    as a "foreign investment company" as defined in Section 1246 of
    the Code, causing all or part of any gain realized by a U.S. Holder selling
    or exchanging common shares to be treated as ordinary income rather than capital
    gain. Anooraq does not believe that it currently qualifies as a foreign investment
    company. However, there can be no assurance that Anooraq will not be considered
    a foreign investment company for the current or any future taxable year. Passive Foreign Investment Company United States income tax law contains rules governing
    "passive foreign investment companies" ("PFIC") which
    can have significant tax effects on U.S. Holders of foreign corporations.
    These rules do not apply to non-U.S. Holders. Section 1297 of the Code defines
    a PFIC as a corporation that is not formed in the United States if, for any
    taxable year, either (i) 75% or more of its gross income is "passive
    income," which includes interest, dividends and certain rents and royalties
    or (ii) the average percentage, by fair market value (or, if the corporation
    is not publicly traded and either is a controlled foreign corporation or makes
    an election, by adjusted tax basis), of its assets that produce or are held
    for the production of "passive income" is 50% or more. Anooraq appears
    to have been a PFIC for the fiscal year ended October 31, 1999, and at least
    certain prior fiscal years. In addition, Anooraq expects to qualify as a PFIC
    for the fiscal year ending October 31, 2000 and may also qualify as a PFIC
    in future fiscal years. Each U.S. Holder of Anooraq is urged to consult a
    tax advisor with respect to how the PFIC rules affect such U.S. Holder's
    tax situation. Each U.S. Holder who holds stock in a foreign
    corporation during any year in which such corporation qualifies as a PFIC
    is subject to United States federal income taxation under one of three alternative
    tax regimes at the election of such U.S. Holder. The following is a discussion
    of such alternative tax regimes applied to such U.S. Holders of Anooraq. In
    addition, special rules apply if a foreign corporation qualifies as both a
    PFIC and a "controlled foreign corporation" (as defined below) and
    a U.S. Holder owns, actually or constructively, 10% or more of the total combined
    voting power of all classes of stock entitled to vote of such foreign corporation
    (See more detailed discussion at "Controlled Foreign Corporation"
    below). A U.S. Holder who elects to treat Anooraq as a
    qualified electing fund ("QEF") will be subject, under Section 1293
    of the Code, to current federal income tax for any taxable year to which the
    election applies in which Anooraq qualifies as a PFIC on his pro rata share
    of Anooraq's (i) "net capital gain" (the excess of net long-term
    capital gain over net short-term capital loss), which will be taxed as long-term
    capital gain, and (ii) "ordinary earnings" (the excess of earnings
    and profits over net capital gain), which will be taxed as ordinary income,
    in each case, for the shareholder's taxable year in which (or with which)
    Anooraq's taxable year ends, regardless of whether such amounts are actually
    distributed. A U.S. Holder's tax basis in the common shares will be increased
    by any such amount that is included in income but not distributed. The procedure a U.S. Holder must comply with in
    making an effective QEF election, and the consequences of such election, will
    depend on whether the year of the election is the first year in the U.S. Holder's
    holding period in which Anooraq is a PFIC. If the U.S. Holder makes a QEF
    election in such first year, i.e., a "timely" QEF election, then
    the U.S. Holder may make the QEF election by simply filing the appropriate
    documents at the time the U.S. Holder files his tax return for such first
    year. If, however, Anooraq qualified as a PFIC in a prior year during the
    U.S. Holder's holding period, then, in order to avoid the Section 1291
    rules discussed below, in addition to filing documents, the U.S. Holder must
    elect to recognize under the rules of Section 1291 of the Code (discussed
    herein), (i) any gain that he would otherwise recognize if the U.S. Holder
    sold his stock on the qualification date or (ii) if Anooraq is a controlled
    foreign corporation, the U.S. Holder's pro rata share of Anooraq's
    post-1986 earnings and profits as of the qualification date. The qualification
    date is the first day of Anooraq's first tax year in which Anooraq qualified
    as a QEF with respect to such U.S. Holder. For purposes of this discussion,
    a U.S. Holder who makes (i) a timely QEF election, or (ii) an untimely QEF
    election and either of the above-described gain-recognition elections under
    Section 1291 is referred to herein as an "Electing U.S. Holder."
    A U.S. Holder who holds common shares at any time during a year of Anooraq
    in which Anooraq is a PFIC and who is not an Electing U.S. Holder (including
    a U.S. Holder who makes an untimely QEF election and makes neither of the
    above-described gain-recognition elections) is referred to herein as a "Non-Electing
    U.S. Holder." An Electing U.S. Holder (i) generally treats any gain realized
    on the disposition of his Registrant common shares as capital gain; and (ii)
    may either avoid interest charges resulting from PFIC status altogether, or
    make an annual election, subject to certain limitations, to defer payment
    of current taxes on his share of Anooraq's annual realized net capital
    gain and ordinary earnings subject, however, to an interest charge. If the
    U.S. Holder is not a corporation, any interest charge imposed under the PFIC
    regime would be treated as "personal interest" that is not deductible. In order for a U.S. Holder to make (or maintain)
    a valid QEF election, Anooraq must provide certain information regarding its
    net capital gains and ordinary earnings and permit its books and records to
    be examined to verify such information. Anooraq intends to make the necessary
    information available to U.S. Holders to permit them to make (and maintain)
    QEF elections with respect to Anooraq. Anooraq urges each U.S. Holder to consult
    a tax advisor regarding the availability of, and procedure for making, the
    QEF election. A QEF election, once made with respect to Anooraq,
    applies to the tax year for which it was made and to all subsequent tax years,
    unless the election is invalidated or terminated, or the IRS consents to revocation
    of the election. If a QEF election is made by a U.S. Holder and Anooraq ceases
    to qualify as a PFIC in a subsequent tax year, the QEF election will remain
    in effect, although not applicable, during those tax years in which Anooraq
    does not qualify as a PFIC. Therefore, if Anooraq again qualifies as a PFIC
    in a subsequent tax year, the QEF election will be effective and the U.S.
    Holder will be subject to the rules described above for Electing U.S. Holders
    in such tax year and any subsequent tax years in which Anooraq qualifies as
    a PFIC. In addition, the QEF election remains in effect, although not applicable,
    with respect to an Electing U.S. Holder even after such U.S. Holder disposes
    of all of his or its direct and indirect interest in the shares of Anooraq.
    Therefore, if such U.S. Holder reacquires an interest in Anooraq, that U.S.
    Holder will be subject to the rules described above for Electing U.S. Holders
    for each tax year in which Anooraq qualifies as a PFIC. In the case of a Non-Electing U.S. Holder, special
    taxation rules under Section 1291 of the Code will apply to (i) gains realized
    on the disposition (or deemed to be realized by reasons of a pledge) of his
    Registrant common shares and (ii) certain "excess distributions,"
    as defined in Section 1291(b), by Anooraq. A Non-Electing U.S. Holder generally would be
    required to pro rate all gains realized on the disposition of his Registrant
    common shares and all excess distributions on his Registrant common shares
    over the entire holding period for the common shares. All gains or excess
    distributions allocated to prior years of the U.S. Holder (excluding any portion
    of the holder's period prior to the first day of the first year of Anooraq
    (i) which began after December 31, 1986, and (ii) for which Anooraq was a
    PFIC) would be taxed at the highest tax rate for each such prior year applicable
    to ordinary income. The Non-Electing U.S. Holder also would be liable for
    interest on the foregoing tax liability for each such prior year calculated
    as if such liability had been due with respect to each such prior year. A
    Non-Electing U.S. Holder that is not a corporation must treat this interest
    charge as "personal interest" which, as discussed above, is wholly
    non-deductible. The balance, if any, of the gain or the excess distribution
    will be treated as ordinary income in the year of the disposition or distribution,
    and no interest charge will be incurred with respect to such balance. In certain
    circumstances, the sum of the tax and the PFIC interest charge may exceed
    the amount of the excess distribution received, or the amount of proceeds
    of disposition realized, by the U.S. Holder. If Anooraq is a PFIC for any taxable year during
    which a Non-Electing U.S. Holder holds Registrant common shares, then Anooraq
    will continue to be treated as a PFIC with respect to such Registrant common
    shares, even if it is no longer definitionally a PFIC. A Non-Electing U.S.
    Holder may terminate this deemed PFIC status by electing to recognize gain
    (which will be taxed under the rules discussed above for Non-Electing U.S.
    Holders) as if such Registrant common shares had been sold on the last day
    of the last taxable year for which it was a PFIC. Effective for tax years of U.S. Holders beginning
    after December 31, 1997, U.S. Holders who hold (actually or constructively)
    marketable stock of a foreign corporation that qualifies as a PFIC may elect
    to mark such stock to the market annually (a "mark-to-market election").
    If such an election is made, such U.S. Holder will generally not be subject
    to the special taxation rules of Section 1291 discussed above. However, if
    the mark-to-market election is made by a Non-Electing U.S. Holder after the
    beginning of the holding period for the PFIC stock, then the Section 1291
    rules will apply to certain dispositions of, distributions on and other amounts
    taxable with respect to Anooraq common shares. A U.S. Holder who makes the
    mark-to market election will include in income for each taxable year for which
    the election is in effect an amount equal to the excess, if any, of the fair
    market value of the common shares of Anooraq as of the close of such tax year
    over such U.S. Holder's adjusted basis in such common shares. In addition,
    the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if
    any, of such U.S. Holder's adjusted tax basis in the common shares over
    the fair market value of such shares as of the close of the tax year, or (ii)
    the excess, if any, of (A) the mark-to-market gains for the common shares
    in Anooraq included by such U.S. Holder for prior tax years, including any
    amount which would have been treated as a mark-to-market gain for any prior
    tax year but for the Section 1291 rules discussed above with respect to Non-Electing
    U.S. Holders, over (B) the mark-to-market losses for shares that were allowed
    as deductions for prior tax years. A U.S. Holder's adjusted tax basis
    in the common shares of Anooraq will be adjusted to reflect the amount included
    in or deducted from income as a result of a mark-to-market election. A mark-to-market
    election applies to the taxable year in which the election is made and to
    each subsequent taxable year, unless Anooraq common shares cease to be marketable,
    as specifically defined, or the IRS consents to revocation of the election.
    Because the IRS has not established procedures for making a mark-to-market
    election, U.S. Holders should consult their tax advisor regarding the manner
    of making such an election. No view is expressed regarding whether common
    shares of Anooraq are marketable for these purposes or whether the election
    will be available. Under Section 1291(f) of the Code, the IRS has
    issued Proposed Treasury Regulations that, subject to certain exceptions,
    would treat as taxable certain transfers of PFIC stock by Non-Electing U.S.
    Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant
    to corporate reorganizations, and transfers at death. Generally, in such cases
    the basis of Anooraq common shares in the hands of the transferee and the
    basis of any property received in the exchange for those common shares would
    be increased by the amount of gain recognized. Under the Proposed Treasury
    Regulations, an Electing U.S. Holder would not be taxed on certain transfers
    of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations,
    and transfers at death. The transferee's basis in this case will depend
    on the manner of the transfer. In the case of a transfer by an Electing U.S.
    Holder upon death, for example, the transferee's basis is generally equal
    to the fair market value of the Electing U.S. Holder's common shares
    as of the date of death under Section 1014 of the Code. The specific tax effect
    to the U.S. Holder and the transferee may vary based on the manner in which
    the common shares are transferred. Each U.S. Holder of Anooraq is urged to
    consult a tax advisor with respect to how the PFIC rules affect his or its
    tax situation. Whether or not a U.S. Holder makes a timely QEF
    election with respect to common shares of Anooraq, certain adverse rules may
    apply in the event that both Anooraq and any foreign corporation in which
    Anooraq directly or indirectly holds shares is a PFIC (a "lower-tier
    PFIC"). Pursuant to certain Proposed Treasury Regulations, a U.S. Holder
    would be treated as owning his or its proportionate amount of any lower-tier
    PFIC shares, and generally would be subject to the PFIC rules with respect
    to such indirectly-held PFIC shares unless such U.S. Holder makes a timely
    QEF election with respect thereto. Anooraq intends to make the necessary information
    available to U.S. Holders to permit them to make (and maintain) QEF elections
    with respect to each subsidiary of Anooraq that is a PFIC. Under the Proposed Treasury Regulations, a U.S.
    Holder who does not make a timely QEF election with respect to a lower-tier
    PFIC generally would be subject to tax (and the PFIC interest charge) on (i)
    any excess distribution deemed to have been received with respect to his or
    its lower-tier PFIC shares and (ii) any gain deemed to arise from a so-called
    "indirect disposition" of such shares. For this purpose, an indirect
    disposition of lower-tier PFIC shares would generally include (i) a disposition
    by Anooraq (or an intermediate entity) of lower-tier PFIC shares, and (ii)
    any other transaction resulting in a diminution of the U.S. Holder's
    proportionate ownership of the lower-tier PFIC, including an issuance of additional
    common shares by Anooraq (or an intermediate entity). Accordingly, each prospective
    U.S. Holder should be aware that he or it could be subject to tax even if
    such U.S. Holder receives no distributions from Anooraq and does not dispose
    of its common shares. Anooraq strongly urges each prospective U.S. Holder
    to consult a tax advisor with respect to the adverse rules applicable, under
    the Proposed Treasury Regulations, to U.S. Holders of lower-tier PFIC shares. Certain special, generally adverse, rules will
    apply with respect to Registrant common shares while Anooraq is a PFIC unless
    the U.S. Holder makes a timely QEF election. For example under Section 1298(b)(6)
    of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including
    a margin loan) will, except as may be provided in regulations, be treated
    as having made a taxable disposition of such shares. Controlled Foreign Corporation If more than 50% of the total combined voting
    power of all classes of shares entitled to vote or the total value of the
    shares of Anooraq is owned, actually or constructively, by citizens or residents
    of the United States, United States domestic partnerships or corporation,
    or estates or trusts other than foreign estates or trusts (as defined by the
    Code Section 7701(a)(31)), each of which own, actually or constructively,
    10% or more of the total combined voting power of all classes of shares entitled
    to vote of Anooraq ("United States Shareholder"), Anooraq could
    be treated as a controlled foreign corporation ("CFC") under Subpart
    F of the Code. This classification would effect many complex results, one
    of which is the inclusion of certain income of a CFC which is subject to current
    U.S. tax. The United States generally taxes United States Shareholders of
    a CFC currently on their pro rata shares of the Subpart F income of the CFC.
    Such United States Shareholders are generally treated as having received a
    current distribution out of the CFC's Subpart F income and are also subject
    to current U.S. tax on their pro rata shares of increases in the CFC's
    earnings invested in U.S. property. The foreign tax credit described above
    may reduce the U.S. tax on these amounts. In addition, under Section 1248
    of the Code, gain from the sale or exchange of shares by a U.S. Holder of
    common shares of Anooraq which is or was a United States Shareholder at any
    time during the five-year period ending on the date of the sale or exchange
    is treated as ordinary income to the extent of earnings and profits of Anooraq
    attributable to the shares sold or exchanged. If a foreign corporation is
    both a PFIC and a CFC, the foreign corporation generally will not be treated
    as a PFIC with respect to United States Shareholders of the CFC. This rule
    generally will be effective for taxable years of United States Shareholders
    beginning after 1997 and for taxable years of foreign corporations ending
    with or within such taxable years of United States Shareholders. Special rules
    apply to United States Shareholders who are subject to the special taxation
    rules under Section 1291 discussed above with respect to a PFIC. Because of
    the complexity of Subpart F, a more detailed review of these rules is outside
    of the scope of this discussion. Anooraq does not believe that it currently
    qualifies as a CFC. However, there can be no assurance that Anooraq will not
    be considered a CFC for the current or any future taxable year. F. Dividends and Paying Agents Not applicable. G. Statement by Experts Not applicable. H. Documents on Display Exhibits attached to this Form 20-F are also available
    for viewing at the offices of Anooraq, Suite 1020 - 800 West Pender Street,
    Vancouver, British Columbia V6C 2V6 or on request of Anooraq at 604‐684‐6365,
    attention Shirley Main. Copies of Anooraq's financial statements and
    other continuous disclosure documents required under the British Columbia
    Securities Act are available for viewing on the internet at www.SEDAR.com. I. Subsidiary Information Not applicable.  ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (a) Transaction Risk and Currency Risk Management Anooraq's operations do not employ financial
    instruments or derivatives which are market sensitive and Anooraq does not
    have financial market risks. (b) Exchange Rate Sensitivity In the normal course of business, the Company
    enters into transactions for the purchase of supplies and services denominated
    in South African Rand. In addition, the Company has cash and certain liabilities
    denominated in South African Rand. As a result, the Company is subject to
    foreign exchange risk from fluctuations in foreign exchange rates. (c) Exchange Controls The Company operates in the Republic of South
    Africa, and like other foreign entities operating there, is subject to currency
    Exchange Controls administered by the South African Reserve Bank, the country's
    central bank. A significant portion of the Company's funding structure
    for its South African operations consists of advancing loans to its South
    Africa incorporated subsidiaries and it is possible the Company may not be
    able to acceptably repatriate such funds once those subsidiaries are able
    to repay the loans or repatriate other funds such as operating profits should
    any develop. (d) Interest Rate Risk and Equity Price Risk Anooraq is equity financed and does not have any
    debt which is subject to interest rate change risks. (e) Commodity Price Risk While the value of Anooraq's resource properties
    can always be said to relate to the price of platinum group metals and the
    outlook for same, Anooraq does not have any operating mines and hence does
    not have any hedging or other commodity based risks respecting its operations.  ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES A. Debt Securities Not applicable. B. Warrants and Rights Not applicable. (Anooraq's warrants are non-transferable
    and no market exists for them. Anooraq has issued no rights.) C. Other Securities Not applicable. D. American Depositary Shares Not applicable.   PART II  ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES Not applicable.  ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND
    USE OF PROCEEDS Not applicable.  ITEM 15 [reserved]  ITEM 16 [reserved]   PART III  ITEM 17 FINANCIAL STATEMENTS The following attached financial statements are
    incorporated herein: (1) Auditors' Reports on the consolidated
    balance sheets as at October 31, 2002, and 2001, and the consolidated statements
    of operations and deficit, and cash flows for each of the three years ended
    October 31, 2002, 2001, and 2000; (2) Consolidated balance sheets as at October
    31, 2002, and 2001; (3) Consolidated statements of operations and
    deficit for each of the three years ended October 31, 2002, 2001 and 2000; (4) Consolidated statements of cash flows for
    the periods referred to in (3) above; (5) Notes to the consolidated financial statements;  ITEM 18 FINANCIAL STATEMENTS NOT APPLICABLE. See Item 17.  ITEM 19 EXHIBITS Key to the following document types: 1. Articles of Incorporation and Registered Incorporation
    Memorandum of Anooraq. 2. Other Instruments defining the rights of the
    holders of equity or debt securities. 3. A. Agreements to which Directors, Officers,
    promoters voting trustees or security holders or their affiliates named in
    the Registration Statement are parties other than contracts involving only
    the purchase or sale of current assets having a determinable market price. B. Material contracts not made in the ordinary
    course of business or which are to be performed in whole or in part at or
    after the filing of the Registration Statement or which was entered into not
    more than two years before filing. Exhibits attached as an Appendix
    to the initial Form 20-F filed in March 2000 are as follows: Type of Document
        Description1
        Certificate of Incorporation,
            Memorandum and Articles of the Registrant3A
        Amended Share Incentive Plan
            dated for reference April 22, 19993B
        Loan Facility Agreement with
            Option to Purchase Shares dated as of January 21, 2000 and related
            Shareholders Agreement3B
        Sale and Assignment Agreement
            dated for reference the 18th day of October 1999 (See Item 2 "Description
            of Properties")3B
        Agency Agreement dated December
            21, 1999. (See Item 2 "Description of Properties - 1999 Financing")3A
        Geological Management and
            Administration Services Agreement dated for reference December 31,
            1996 (See Item 13 "Interest of Management in Certain Transactions"
            (Filed with Annual Report on Form 20F dated April 30, 2001)3B
        Letter Agreement dated May
            29, 2001 between the Registrant and Pinnacle Resources Inc. to supersede
            the Loan Facility Agreement of January 21, 2000 (see Item 4)
 The following exhibits were filed
    with Form 20FA dated August 23, 2001: 3B
        Letter Agreement dated May
            29, 2001 between the Registrant and Pinnacle Resources Inc. to supersede
            the Loan Facility Agreement of January 21, 2000 (see Item 4)
 The following exhibits were filed
    with Form 20FA dated August 23, 2002: 3B
        Letter Agreement dated August
            28, 2001 between the Registrant and Pinnacle Resources Inc. respecting
            the Platreef Property to supersede the May 29, 2001 letter agreement.
   SIGNATURES Anooraq certifies that it meets all of the requirements
    for filing on Form 20-F and that it has duly caused and authorized the undersigned
    to sign this annual report on its behalf. ANOORAQ RESOURCES CORPORATION Per: /s/ Jeffrey R. Mason JEFFREY R. MASON
    Director, Chief Financial Officer, and Secretary DATED: March 19, 2003   CERTIFICATIONS I, Ronald W. Thiessen, certify that: 1. I have reviewed this annual report on Form
    20-F of Anooraq Resources Corporation (also herein "the Registrant"); 2. Based on my knowledge, this annual report does
    not contain any untrue statement of a material fact or omit to state a material
    fact necessary to make the statements made, in light of the circumstances
    under which such statements were made, not misleading with respect to the
    period covered by this annual report; 3. Based on my knowledge, the financial statements,
    and other financial information included in this annual report, fairly present
    in all material respects the financial condition, results of operations and
    cash flows of the registrant as of, and for, the periods presented in this
    annual report; 4. The Registrant's other certifying officers
    and I are responsible for establishing and maintaining disclosure controls
    and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
    Registrant and have: (a)     designed such disclosure
    controls and procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in which this
    annual report is being prepared; (b)     evaluated the effectiveness
    of the Registrant's disclosure controls and procedures as of a date within
    90 days prior to the filing date of this annual report (the "Evaluation
    Date"); and (c)     presented in this
    annual report our conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officers
    and I have disclosed, based on our most recent evaluation, to the Registrant's
    auditors and the audit committee of Registrant's board of directors (or
    persons performing the equivalent function): (a)     all significant deficiencies
    in the design or operation of internal controls which could adversely affect
    the Registrant's ability to record, process, summarize and report financial
    data and have identified for the Registrant's auditors any material weaknesses
    in internal controls; and (b)     any fraud, whether
    or not material, that involves management or other employees who have a significant
    role in the Registrant's internal controls; and 6. The Registrant's other certifying officers
    and I have indicated in this annual report whether or not there were significant
    changes in internal controls or in other factors that could significantly
    affect internal controls subsequent to the date of our most recent evaluation,
    including any corrective actions with regard to significant deficiencies and
    material weaknesses. Date:
      March
          19, 2003
      /s/
          Ronald W. ThiessenRonald
          W. Thiessen, Chief Executive Officer   CERTIFICATIONS I, Jeffrey R. Mason, certify that: 1. I have reviewed this annual report on Form
    20-F of Anooraq Resources Corporation (also herein "the Registrant"); 2. Based on my knowledge, this annual report does
    not contain any untrue statement of a material fact or omit to state a material
    fact necessary to make the statements made, in light of the circumstances
    under which such statements were made, not misleading with respect to the
    period covered by this annual report; 3. Based on my knowledge, the financial statements,
    and other financial information included in this annual report, fairly present
    in all material respects the financial condition, results of operations and
    cash flows of the registrant as of, and for, the periods presented in this
    annual report; 4. The Registrant's other certifying officers
    and I are responsible for establishing and maintaining disclosure controls
    and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
    Registrant and have: (a)     designed such disclosure
    controls and procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in which this
    annual report is being prepared; (b)     evaluated the effectiveness
    of the Registrant's disclosure controls and procedures as of a date within
    90 days prior to the filing date of this annual report (the "Evaluation
    Date"); and (c)     presented in this
    annual report our conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officers
    and I have disclosed, based on our most recent evaluation, to the Registrant's
    auditors and the audit committee of Registrant's board of directors (or
    persons performing the equivalent function): (a)     all significant deficiencies
    in the design or operation of internal controls which could adversely affect
    the Registrant's ability to record, process, summarize and report financial
    data and have identified for the Registrant's auditors any material weaknesses
    in internal controls; and (b)     any fraud, whether
    or not material, that involves management or other employees who have a significant
    role in the Registrant's internal controls; and 6. The Registrant's other certifying officers
    and I have indicated in this annual report whether or not there were significant
    changes in internal controls or in other factors that could significantly
    affect internal controls subsequent to the date of our most recent evaluation,
    including any corrective actions with regard to significant deficiencies and
    material weaknesses. Date:
      March
          19, 2003
      /s/
          Jeffrey R. MasonJeffrey
          R. Mason, Chief Financial Officer