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|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

T A B L E   O F   C O N T E N T S

|1.1  | DATE                                                      | 2                                                                          
|---- | --------------------------------------------------------- | ---------------------------------------------------------------------------
|     |                                                           |                                                                            
|1.2  | OVERVIEW                                                  | 2                                                                          
|     |                                                           |                                                                            
|     | 1.2.1                                                     | GA-PHASHA JV PROJECT, EASTERN LIMB                                         
|     |                                                           |                                                                            
|     |                                                           | PROJECT ACTIVITIES                                                         
|     |                                                           |                                                                            
|     |                                                           | PLANS FOR 2008                                                             
|     |                                                           |                                                                            
|     | 1.2.2                                                     | PLATREEF PROJECT, NORTHERN LIMB                                            
|     |                                                           |                                                                            
|     | 1.2.2.4                                                   | BOIKGANTSHO JV PROJECT                                                     
|     |                                                           |                                                                            
|     |                                                           | AGREEMENT                                                                  
|     |                                                           |                                                                            
|     |                                                           | PROJECT ACTIVITIES                                                         
|     |                                                           |                                                                            
|     |                                                           | PLANS FOR 2008                                                             
|     |                                                           |                                                                            
|     | 1.2.3                                                     | MARKET TRENDS                                                              
|     |                                                           |                                                                            
|1.3  | SELECTED ANNUAL INFORMATION                               | 12                                                                         
|     |                                                           |                                                                            
|1.4  | SUMMARY OF QUARTERLY RESULTS                              | 13                                                                         
|     |                                                           |                                                                            
|1.5  | RESULTS OF OPERATIONS                                     | 14                                                                         
|     |                                                           |                                                                            
|1.6  | LIQUIDITY                                                 | 15                                                                         
|     |                                                           |                                                                            
|1.7  | CAPITAL RESOURCES                                         | 16                                                                         
|     |                                                           |                                                                            
|1.8  | OFF-BALANCE SHEET ARRANGEMENTS                            | 16                                                                         
|     |                                                           |                                                                            
|1.9  | TRANSACTIONS WITH RELATED PARTIES                         | 16                                                                         
|     |                                                           |                                                                            
|1.10 | FOURTH QUARTER                                            | 17                                                                         
|     |                                                           |                                                                            
|1.11 | PROPOSED TRANSACTIONS                                     | 18                                                                         
|     |                                                           |                                                                            
|1.12 | CRITICAL ACCOUNTING ESTIMATES                             | 18                                                                         
|     |                                                           |                                                                            
|1.13 | CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION | 19                                                                         
|     |                                                           |                                                                            
|1.14 | FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS               | 21                                                                         
|     |                                                           |                                                                            
|1.15 | OTHER MD&A REQUIREMENTS                                   | 21                                                                         
|     | 1.15.1                                                    | ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT
      REVENUE
|     | 1.15.2                                                    | DISCLOSURE OF OUTSTANDING SHARE DATA                                       
|     | 1.15.3                                                    | INTERNAL CONTROLS OVER FINANCIAL REPORTING PROCEDURES                      
|     | 1.15.4                                                    | DISCLOSURE CONTROLS AND PROCEDURES                                         

- 1 -

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|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

EXPLANATORY NOTE

Explanation of amendment on Anooraq Resources Ltd. Management
Discussion and Analysis:

The original Management Discussion and Analysis filed on SEDAR
  on March 31, 2008 contained an incorrect date in the Plan of Operations
   2008 on page 8. This amended Management Discussion and Analysis
  has been revised to include the correct date. There are no material changes
  in this amendment to financial and other information since the originally filed
  Management Discussion and Analysis.

---

1.1        Date

This Managements Discussion and Analysis ("MD&A") should
be read in conjunction with the audited financial statements of Anooraq
Resources Corporation ("Anooraq", or the "Company") for the years ended December
31, 2007 and 2006, prepared in accordance with Canadian generally accepted
accounting principles, and publicly available on SEDAR at www.sedar.com.

All dollar amounts herein are expressed in Canadian Dollars
unless otherwise stated.

This MD&A is prepared as of March 10, 2008.

This discussion includes certain statements that may be
      deemed forward-looking statements. These forward-looking statements
      constitute forward-looking statements within the meaning of Section 27A
      of theSecurities Act of 1933and Section 21E of
      the Securities Exchange Act of 1934.All statements in
      this discussion, other than statements of historical facts, that address
      future production, reserve potential, exploration drilling, exploitation
      activities and events or developments that the Company expects are
      forward-looking statements. Although the Company believes the expectations
      expressed in such forward-looking statements are based on reasonable
      assumptions, such statements are not guarantees of future performance and
      actual results or developments may differ materially from those in the
      forward-looking statements. Factors that could cause actual results to
      differ materially from those in forward-looking statements include market
      prices, exploitation and exploration successes, continued availability of
      capital and financing and general economic, market or business conditions.
      Investors are cautioned that any such statements are not guarantees of
      future performance and actual results or developments may differ
      materially from those stated herein.


Cautionary Note to Investors Concerning
        Estimates of Measured and Indicated ResourcesThis section uses the terms measured resources and
      indicated resources. The Company advises investors that while those
      terms are recognized and required by Canadian regulations, the U.S.
      Securities and Exchange Commission does not recognize them. Investors
      are cautioned not to assume that any part or all of mineral deposits in
      these categories will ever be converted into reserves.


Cautionary Note to Investors Concerning
        Estimates of Inferred ResourcesThis section uses the term inferred resources. The
      Company advises investors that while this term is recognized and required
      by Canadian regulations, the U.S. Securities and Exchange Commission does
      not recognize it. Inferred resources have a great amount of uncertainty
      as to their existence, and as to their economic and legal feasibility. It
      cannot be assumed that all or any part of a mineral resource will ever be
      upgraded to a higher category. Under Canadian rules, estimates of Inferred
      Mineral Resources may not form the basis of economic studies, except in
      rare cases. Investors are cautioned not to assume that any part or all
      of an inferred resource exists, or is economically or legally
      mineable.


1.2Overview

Anooraq is engaged in the exploration and development of
platinum group metals ("PGM") prospects in the Bushveld Complex of the Republic
of South Africa.

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|ANOORAQ RESOURCES CORPORATION       
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|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

The large Bushveld Complex covers a total area of approximately
67,000 square kilometers and is divided into four main areas or "limbs". Most
PGM production from the Bushveld Complex to date has been derived from
underground operations, mining PGM deposits called the Merensky and UG2 reefs on
its Eastern and Western Limbs. The PGM-bearing horizon on the Northern Limb,
called the Platreef, tends to be nearer to the surface and is wider, so the PGM
deposits are potentially amenable to open pit mining. Anooraq has interests in
early to advanced stage exploration projects, the most advanced of which are the
Ga-Phasha PGM Project (Ga-Phasha) on the eastern limb and the Boikgantsho PGM
Project (Boikgantsho) on the northern limb of the Bushveld. Both of the
Boikgantsho and Ga-Phasha projects are 50/50 joint ventures with Anglo Platinum
Limited (Anglo Platinum). For the past two years, work has mainly been focused
on the Ga-Phasha project, and included drilling and resource estimates by Anglo
Platinum and preliminary work toward a prefeasibility study

On September 4, 2007, Anooraq and Anglo Platinum announced that
they had entered into a detailed transaction framework agreement (the TFA)
whereby Anooraq would purchase a controlling interest of 51% in Lebowa Platinum
Mines Limited (Lebowa), and increase its interests to 51% in the Ga-Phasha,
Boikgantsho and Kwanda PGM projects (Kwanda, comprised of earlier stage
northern limb prospects), transforming Anooraq into an independent PGM producer
with three projects with PGM resources.

Anooraq-Anglo Platinum Transaction Framework Agreement

Pursuant to the TFA, Anglo Platinum will sell to Anooraq,
through its subsidiary Plateau Resources (Pty) Ltd. an effective 51% of Lebowa
and an effective 1% controlling interest in Ga-Phasha for a total cash
consideration of South African Rand 3.6 billion (approximately C$480 million).
The parties have also reached agreement in principle for the sale of an
additional effective 1% controlling interest in both the Boikgantsho and the
Kwanda Joint ventures to Anooraq. Anooraq plans to fund the purchase
consideration through a combination of debt and equity.

On completion of the proposed transaction, Anooraq will own a
51% controlling interest in Lebowa, Ga-Phasha, Boikgantsho and Kwanda, with
Anglo Platinum holding 49% of each of these properties through a new holding
company (Lebowa Holdco). Operational control of the assets within Lebowa
Holdco will pass to Anooraq on implementation of the transaction agreements. As
Lebowa Holdco will be a stand-alone company, it will be able to advance
operations and the projects at Lebowa and Ga-Phasha in accordance with its
project scheduling.

The transaction is subject to a number of conditions and is
expected to close during the first half of fiscal 2008. Certain of these
conditions include:

- completion of confirmatory due diligence;
- completion of definitive transaction agreements;
- regulatory approvals;
- stock exchange approvals;
- completion of financing; and
- shareholder approvals, as required.

Lebowa, currently 100% owned by Anglo Platinum, is located on
the north-eastern limb of the Bushveld Complex adjacent to the Ga-Phasha
Project. The Lebowa operation consists of a vertical shaft and declines to
access the underground development on the Merensky and UG2 Reefs, and two
concentrators.

- 3 -

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|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

According to the Anglo Platinum 2007 Annual Report, refined
production at Lebowa is approximately 187,700 ounces of platinum, palladium,
rhodium and gold from the 140,000 tonnes per month (tpm) operation. The
Middelpunt Hill UG2 and Brakfontein Merensky expansions are expected to increase
production to about 245,000 tpm, resulting in annual production of about 430,000
4E oz, including 200,000 oz of platinum, by 2012.

Anooraq engaged RSG Global (Coffey Mining) to conduct a due
diligence assessment on the Lebowa mine and Snowden Mining Industry Consultants
Pty Ltd to review the mineral resources and mineral reserves and develop an NI
43-101 report. This work and associated discussions regarding the transaction
are well advanced.

Since the announcement of the transaction in September 2007,
Anooraq primarily focused its resources on completing due diligence on Lebowa,
and completing other tasks required to complete the transaction, deferring
Pre-feasibility work on Ga-Phasha and other project activities.

In 2008, the Companys primary focus will be completion of the
Lebowa transaction, and consideration of synergies between Lebowa and Ga-Phasha
prior to further advancement of the pre-feasibility level work on the latter
project. Anooraq also intends to re-initiate pre-feasibility work on the
Boikgantsho Project.

1.2.1      Ga-Phasha JV Project,
Eastern Limb

Anooraq has a 50% interest in the Ga-Phasha PGM Project,
located on the eastern limb of the Bushveld, approximately 250 kilometers
northeast of Johannesburg. Anooraq acquired its interest in the project by way
of a reverse takeover transaction (RTO) with Pelawan Investment (Pty) Ltd. in
2004 (further details below).

Anooraq-Pelawan Agreement

In January 2004, the Company entered into an agreement with
Pelawan, a private South African Black Economic Empowerment (BEE) company,
pursuant to which the Company and Pelawan would combine their respective PGM
assets, comprising the Company's northern limb prospects and Pelawan's 50%
participation interest in Ga-Phasha. The transaction between Anooraq and Pelawan
was completed on September 29, 2004.

Pursuant to the terms of the agreement between the Company and
Pelawan, the Company acquired Pelawan's 50% shareholding in Micawber 277
(Proprietary) Limited ("Micawber")and the rights to its 50% participation
interest in Ga-Phasha in return for 91.2 million common shares of the Company
(the "Consideration Shares") and cash payments totalling ZAR 15,652,744
($3,055,416). Approximately 83 million Consideration Shares are being held in
escrow until the earlier of September 29, 2010 or twelve months after the
commencement of commercial production from the Ga-Phasha Project at which time
they will be released.

The Ga-Phasha property consists of four farms, covering an area
of approximately 9,700 hectares, held by Micawber, a private South African
corporation owned 50% by Anglo Platinum through its wholly owned subsidiary
Rustenburg Platinum Mines (Rustenburg) subsidiary and 50% by Anooraq through
its

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|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

wholly owned South African subsidiary Plateau Resources (Pty)
Ltd (Plateau). Anglo Platinum is the operator.

The 50/50 joint venture between Plateau and Rustenburg is
governed by, among other things, a shareholders agreement relating to Micawber
dated September 22, 2004.

On March 28, 2005, Pelawan sold 7.9 million of the Anooraq
shares it was permitted to sell under the agreement to strategic stakeholders in
Anooraq and the proceeds from such sales were remitted to Pelawan shareholders
through the Pelawan Trust. The proceeds received by the Pelawan Trust from the
sale of certain shares held by the Pelawan Trust were distributed to Pelawans
shareholder base, comprising 15 broad-based BEE entities, including women
investment groups, cultural trusts and Polokwane-based groups within those areas
where Anooraqs proposed mining activities are situated.

The share exchange agreement which gave effect to the
combination provided that if any financings in relation to the Ga-Phasha and
Drenthe-Overysel (subsequently renamed "Boikgantsho") projects (the Projects)
took place prior to a particular date (the Finalization Date) and the
shareholder dilution associated with such financings caused Pelawans
shareholding in Anooraq to fall below a 52% minimum shareholding, Anooraq would
issue additional common shares to Pelawan in order to maintain that minimum.
Such 52% minimum shareholding allowed for compliance with BEE equity
requirements under South African mineral legislation and was also a requirement
of the South African Reserve Bank for approving the transaction. Originally, the
Finalization Date was September 30, 2005, but was subsequently extended by
agreement in November 2005 between Anooraq and Pelawan.

The share exchange agreement further provided that, to the
extent that if no such dilutive financings had taken place by the Finalization
Date, certain dilutive financings were deemed to have occurred by that date. The
purpose was to make allowance for the dilutive effect on Pelawans shareholding
of the anticipated financings for mine development of the Projects and safeguard
the status of Anooraq as a BEE company. For the purposes of calculating whether,
by virtue of such deemed dilutive financings, any common shares are required to
be issued to Pelawan in order to maintain a minimum 52% shareholding, the share
exchange agreement provided that the quantum of such deemed financings would
equal: (a) 30% of the estimated development costs in accordance with the
bankable feasibility studies in respect of the Projects, less cash on hand, or
(b) to the extent that such bankable feasibility studies had not been prepared
as at the Finalization Date, $70.8 million related to the Ga-Phasha Project and
$27.6 million related to the Drenthe-Overysel Project, less cash on hand (the
Deemed Dilutive Financings). Following the Finalization Date, Anooraq has the
right but not the obligation to issue additional common shares to Pelawan in
order to maintain Pelawans minimum shareholding.

As neither additional financings nor bankable feasibility
studies for the Projects had been completed by Anooraq as at September 30, 2005
and, in the absence of an amending agreement between the parties, a dilutive
financing totaling $98.4 million and share issuances (based on the share price
at the date of the deemed dilutive financing) would have been deemed to have
taken place as at such date and the Company would have been obligated to issue
to Pelawan that number of shares which, after notionally giving effect to the
Deemed Dilutive Financings, would have resulted in Pelawan continuing to hold a
52% interest in the Company. In November 2005, Anooraq and Pelawan agreed to
extend the Finalization Date.

In December 2006, the Company entered into a Settlement
Agreement with Pelawan to waive the deemed dilutive financing contemplated in
the 2004 share exchange agreement. Under the terms of the Settlement Agreement:

- 5 

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|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

| | (i)   | Anooraq issued 36 million common shares (Adjustment
      Consideration Shares) to Pelawan as consideration for the settlement
      (completed in June 2007).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (ii)  | Anooraq issued to Pelawan share purchase warrants for the
      purchase of 167 million common shares in Anooraq (BEE Warrants). The BEE
      Warrants are exercisable until December 31, 2008. The BEE Warrants can be
      exercised at the higher of (a) $1.35 if exercised on or before December
      31, 2007 or $1.48 if exercised after December 31, 2007 or (b) at a price
      that is 50% less than the price per Anooraq common share payable by arms
      length parties under an equity financing undertaken by the Company that
      either raises an amount of at least $98.4 million or is undertaken
      pursuant to a material transaction (a Concurrent Financing).                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (iii) | From the date of issue (June 14, 2007) of the Adjustment
      Consideration Shares to Pelawan in (i) above or as a result of the
      exercise of any of the BEE Warrants up to the closing date of the
      Concurrent Financing, the common shares issued to Pelawan pursuant thereto
      will be subject to a lock up arrangement and Pelawan will not be entitled
      to dispose of any of these shares, save for the exemption referred to in
      (iv) below and the payment of taxes. After the closing date of the
      Concurrent Financing, the disposal of such shares shall remain subject to
      the original lock up agreement entered into between Pelawan and Anooraq
      under the terms of the original RTO transaction (the BEE Lock Up), which
      is the earlier of September 29, 2010 or twelve months after the
      commencement of commercial production from the Ga-Phasha
Project.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (iv)  | Anooraq granted Pelawan an exemption to the BEE Lock Up
      for the purposes of facilitating Pelawans financing of the exercise of
      the BEE Warrants. In the event that Pelawan exercises any BEE Warrants,
      Pelawan shall, in its sole discretion, be entitled to dispose that number
      of common shares up to 25% (or such greater amount as is required to
      facilitate the financing of the exercise of the BEE Warrants) of the
      aggregate common shares issued to Pelawan pursuant to such exercise,
      provided that all of the proceeds received by Pelawan from such disposal
      shall be applied by Pelawan to support the financing of the exercise of
      the BEE Warrants and reasonable expenses related to such
  exercise.                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (v)   | On the occurrence of a Concurrent Financing, Pelawan
      shall be obliged to exercise the BEE Warrants to ensure, at a minimum,
      that Anooraq retains its status as a 52% controlled Black Economic
      Empowerment ("BEE") company, in compliance with undertakings given by
      Pelawan and the Company in favour of the South African Reserve Bank and
      Anglo Platinum Limited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

Pursuant to the exercise of the BEE Warrants, the Company
entered into an amending agreement (the Amending Agreement) with Pelawan to
amend the exercise procedure of the BEE Warrants to allow Pelawan to finance the
exercise of the BEE Warrants by way of a bridge loan from Rand Merchant Bank
(RMB). Pursuant to the Amending Agreement, on December 20, 2007, Pelawan
exercised the BEE Warrants at a price per common share of $1.35 by depositing an
escrowed amount equal to the aggregate exercise price for the Warrants ($ 225
million or ZAR 1,586 billion) into an interest bearing account with

- 6 

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|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

RMB, to be released pursuant to a deposit account agreement
(the Deposit Agreement) between RMB, Pelawan Investments (Pty) Ltd and Anooraq
upon the satisfaction of certain release conditions, as follows: The earlier of:

- Pelawan repaying the Bridge Loan Facility in full.
- Pelawan placing a new cash deposit (in ZAR) in an amount equal to the funds
  to be released from the deposit account with RMB, and Pelawan granting RMB its
  rights, title and interest in the cash deposit as security for the Bridge Loan
  Facility.
- Pelawan securing an on demand guarantee for an amount equal to the funds to
  be released from the deposit account. The guarantee will be in favour of RMB
  guaranteeing the performance of Pelawans obligations under the Bridge Loan
  Facility and should come from a counterparty acceptable to RMB and approved by
  the Company.
- Pelawan encumbering its Anooraq shares in favour of RMB. The value of the
  shares to be encumbered to RMB should equal the amount requested to be
  released from the deposit account. The share value is determined based on the
  share price of Anooraq on the TSX Venture Exchange on a 5 day volume weighted
  average traded price, commencing 5 days prior to the date upon which value is
  determined, converted from Canadian Dollars to ZAR at the foreign exchange
  closing rate on the last day of the 5 day period.

and;

- Evidence to the satisfaction of RMB that all necessary regulatory
  approvals in respect of the subscription of Anooraq shares and the issue
  thereof pursuant to Pelawans exercise of the BEE Warrants has been received.

The common shares underlying the BEE Warrants will be issued to
Pelawan upon receipt by the Company of the exercise price per common share, plus
the interest accrued thereon up to the date of release.

Should the common shares underlying the BEE Warrants be issued
in full, Pelawans resulting shareholding in Anooraq will increase to
approximately 81% of the current issued and outstanding common shares of the
Company. The Company intends to use the proceeds of the BEE Warrants exercise,
when received, as partial funding for the proposed acquisition of 51% of Lebowa
from Anglo Platinum. Should the release conditions not be satisfied and there is
no close, the warrant exercise is void and Anooraq will not receive the proceeds
of the exercise of the BEE Warrants nor the interest earned from the deposit
account and the BEE warrants will continue to exist in accordance with their
terms until expiry or in accordance with the terms of the warrants.

Project Activities

Ga-Phasha has significant PGM mineral resources outlined in the
Merensky and UG2 Reefs. Prior to the involvement of Anooraq, Anglo Platinum (and
others) had carried out extensive drilling as well as

- 7 

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|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

preliminary engineering and mine planning studies on the
Ga-Phasha Project. This work has continued since Anooraq acquired its interest
in 2004.

Anooraq and Anglo Platinum undertook a program review between
April and October 2006. Several approaches were considered to optimize mining of
the deposits at Ga-Phasha. The review confirmed that the UG2 reef deposit would
remain the primary focus for development, and the Merensky reef warrants further
study through additional drilling.

Engineering and other work directed toward completion of a
pre-feasibility was initiated in late 2006, with the following
parameters/objectives:

- a Phase 1 study to exploit the UG2 reef to a depth of some 650 meters
  below surface;
- identification of a single preferred option by which to proceed to the
  bankable feasibility phase; and
- contemplate and assess optimization of economies of scale between the
  Parties operations in the area, and in that regard, will evaluate the
  possible usage of joint infrastructure and processing facilities between Anglo
  Platinums adjacent Twickenham Platinum Mine and Ga- Phasha.

Over the past year, studies on mining method and infrastructure
have been underway. Over 100 new drill holes have been completed on the
property, resulting in new resource estimates by Anglo Platinum (see Anooraq Q3
report and October 2007 technical report). Labour, socio-economic and
environmental studies were also done.

Preliminary work suggests developing two declines, one in each
of the Paschaskraal and Klipfontein areas, and a centrally located vertical
shaft to access the deposits for mining. The most appropriate mining method
appears to be conventional breast stoping, supported by rail bound, footwall
infrastructure.

Plans for 2008

It is expected that most of the Companys efforts will be
focused on completion of the transaction to acquire Lebowa and transition
associated with the acquisition. Once complete, the potential for synergies
between Ga-Phasha and Lebowa will be assessed as well as other opportunities to
maximize efficiencies. Hence, it is now expected that the pre-feasibility study
will now be concluded in fiscal 2008.

1.2.2      Platreef Project,
Northern Limb

Anooraq holds interests in over 37,000 hectares of mineral
rights on the northern limb of the Bushveld Complex. Collectively, these
properties are known as the Platreef Project.

Anooraq initially outlined a mineral resource in the Drenthe
deposit on its Drenthe and Witrivier farms in 2000. In November 2003, Anooraq
and Rustenburg, which has an open pit operation nearby, formed the Boikgantsho
Joint Venture (Boikgantsho JV"), with Anooraq as the operator. From that time
until late 2005, most of Anooraqs work was focused on the Boikgantsho JV
properties.

Anooraq also holds several other early exploration stage
properties on the Northern Limb. These include:

- 8 

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|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

The Rietfontein property:

- At Rietfontein, Ivanhoe Nickel and Platinum Ltd. ("Ivanplats") is earning
  an interest by carrying out exploration in conjunction with work on its
  adjacent Turfspruit farm. Ivanplats outlined mineralization on the Rietfontein
  farm through drilling in 2001. There is disagreement over budgets, compilation
  and analysis of the exploration results, and the overall adequacy and
  completeness of Ivanplats exploration activities. The Company and Ivanplats
  are currently in discussions over these matters, both outside of and within a
  formal arbitration process, pursuant to the terms of the earn-in agreement.
- No work was done on the property in 2007.

The Kwanda Joint Venture:

- On May 16 2002, Plateau completed an agreement with Rustenburg for the
  right to acquire up to an 80% interest in the PGM farms now known as the
  Kwanda JV. Under the agreements with Rustenburg, the Company acquired an
  initial 50% interest in the PGM rights to the twelve farms (including the
  Dorstland farm within the Central Block) and can maintain this interest by
  making staged exploration expenditure totalling ZAR 25 million ($3.7 million)
  within five years. The Company was required to spend ZAR 2.5 million
  ($368,000) in year one (which was completed), ZAR 5 million ($736,000) in each
  of years two, three, and four, and ZAR 7.5 million ($ 1.1 million) in year
  five. The Company has not completed its exploration expenditure requirements
  from year two to five, and the JV parties have mutually agreed to suspend
  indefinitely any outstanding or future expenditure in respect of the Kwanda
  JV.
- When a mineral resource is identified, the Company can earn an additional
  30% interest by bringing the property into commercial production. Rustenburg
  will retain a 20% interest in the Kwanda JV.
- No work was done on the Kwanda JV in fiscal 2007.

The Central Block properties:

- The Central Block consists of eight farms acquired by Plateau in 1999, and
  a portion of the Dorstland farm acquired by way of the Kwanda JV agreement
  with Rustenberg.
- No work was done on the properties during 2007.

1.2.2.1   Boikgantsho JV Project

Agreement

In November 2003, Anooraq, through its wholly-owned South
African subsidiary Plateau, entered into a joint venture agreement with
Potgietersrust Platinum Limited, a wholly owned subsidiary of Anglo Platinum, to
explore and develop PGM, gold, nickel and copper mineralization on Anooraqs
Drenthe and Witrivier farms and the northern portion of Anglo Platinums
adjacent Overysel farm. Anooraq made its required expenditures by the end of
2004, and now has the option to proceed on a year-by-year basis and to take the
project to a bankable feasibility study ("BFS") level.

- 9 

---

|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

Once a BFS has been completed, either or both of the partners
in the Boikgantsho JV will have the option to proceed to exploitation. If both
partners decide to proceed, then a joint management committee will be
established to oversee development and operations. The ultimate joint venture
interest allotted to Anooraq and Anglo Platinum will be determined according to
the proportion of contained metal within the Drenthe deposit that lies on the
ground contributed by each, as determined by the BFS. Anglo Platinum has the
option to be diluted to a minimum 12.5% non-contributory interest, adjusted
depending on the final PGM royalty to be established under the Mineral and
Petroleum Royalty Bill, to a maximum of 15%.

Anglo Platinum has the right to enter into a PGM Ore or
Concentrate Purchase and Disposal Agreement with the Company at the exploitation
phase, based on standard commercial terms, whereby PGM produced from the
operation would be treated at Anglo Platinums facilities. Anglo Platinum owns
and operates a PGM smelter at Polokwane, which is approximately 80 kilometers
east of the property.

Project Activities

The objective of the Boikgantsho JV is to explore and develop
PGM deposits on the Drenthe and Witrivier farms and the northern portion of the
Overysel farm, located immediately to the south of the Drenthe farm. Drilling in
2004 expanded the Drenthe deposit and resulted in the discovery of the Overysel
North deposit.

In March 2005, Anooraq completed a preliminary economic
assessment of a potential open pit development on the Drenthe and Overysel North
deposits, which gave positive results. As the preliminary assessment is based,
in part, on inferred resources that are geologically speculative, there is no
certainty that the economic considerations or results will be realized. The
preliminary assessment indicates favorable financial results for an open pit and
conventional mill operation. Further details are provided in a technical report
filed at www.sedar.com.

Anooraq also completed an additional 24,000 meters of drilling
on the Drenthe deposit in 2005. The program tested the entire area within the
provisional open pit design for the Drenthe deposit that was used for the March
2005 preliminary assessment. The program confirmed the continuity of the PGM
mineralization within the Drenthe deposit. A prefeasibility study was initiated
in 2005 but work on the study was deferred in 2006 and 2007 as the Company
focused on the Ga-Phasha Project and other corporate objectives.

Plans for 2008

Planning is underway to resume work on the Boikgantsho
pre-feasibility study in 2008.

1.2.3      Market Trends

Platinum prices have been increasing for the past three years,
averaging US$900/oz in 2005, US$1145/oz in 2006, and US$1314/oz in 2007. Prices
in the first quarter of 2008 have been particularly buoyant, averaging
US$1838/oz to March 10.

- 10 

---

|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

Palladium prices averaged approximately US$201/oz in 2005,
US$323/oz in 2006 and US$358/oz in 2007. Palladium prices are strengthening in
2008 as consumers are considering substitution from platinum. The average price
in 2008 March 10 is US$442/oz.

Gold prices are continuing a long and sustained uptrend. The
gold price averaged US$445/oz in 2005, US$604/oz in 2006 and US$697/oz in 2007.
The price has averaged US$916/oz in the first quarter of 2008.

- 11 

---

|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

1.3        Selected
Annual Information

|                                           |   | December 31 |  |   | December 31 |  |   | December 31 | 
|------------------------------------------ | - | ----------- |  | - | ----------- |  | - | ----------- | 
|                                           |   | 2007        |  |   | 2006        |  |   | 2005        | 
|                                           |   |             |  |   |             |  |   |             | 
|Current assets                             | $ | 7,769,155   |  | $ | 13,177,004  |  | $ | 5,159,433   | 
|Mineral property interests                 |   | 9,078,714   |  |   | 8,240,751   |  |   | 8,502,000   | 
|Other assets                               |   | 105,494     |  |   | 411,167     |  |   | 174,163     | 
|Total assets                               |   | 16,953,363  |  |   | 21,828,922  |  |   | 13,835,596  | 
|                                           |   |             |  |   |             |  |   |             | 
|Current liabilities                        |   | 2,412,908   |  |   | 1,034,144   |  |   | 378,997     | 
|Long term liabilities                      |   | 9,806,636   |  |   | 11,818,677  |  |   |            | 
|Shareholders'
      equity                 |   | 4,733,819   |  |   | 8,976,101   |  |   | 13,456,599  | 
|Total liabilities and shareholders' equity | $ | 16,953,363  |  | $ | 21,828,922  |  | $ | 13,835,596  | 

|                                         |   | Year ended   |   |   | Year ended   |   |   | Year ended   |  
|---------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | -
|                                         |   | Dec 31, 2007 |   |   | Dec 31, 2006 |   |   | Dec 31, 2005 |  
|Expenses                                 |   |              |   |   |              |   |   |              |  
|Accretion on term loan                   | $ | 112,459      |   | $ | 13,879       |   | $ |             |  
|Conference and travel                    |   | 492,106      |   |   | 360,959      |   |   | 646,992      |  
|Consulting                               |   | 177,809      |   |   | 154,578      |   |   | 965,720      |  
|Depreciation                             |   | 24,009       |   |   | 30,862       |   |   | 48,503       |  
|Exploration                              |   | 852,891      |   |   | 720,463      |   |   | 5,191,818    |  
|Foreign exchange                         |   | (588,115     | ) |   | (34,817      | ) |   | 68,720       |  
|Gain on disposal of equipment            |   |             |   |   | (41,291      | ) |   |             |  
|Interest expense                         |   | 2,042,711    |   |   | 399,062      |   |   |             |  
|Interest income                          |   | (799,985     | ) |   | (263,820     | ) |   | (119,779     | )
|Legal, accounting and audit              |   | 416,745      |   |   | 690,132      |   |   | 474,422      |  
|Office and administration                |   | 451,908      |   |   | 354,353      |   |   | 551,278      |  
|Salaries and benefits                    |   | 2,016,689    |   |   | 1,511,874    |   |   | 1,659,465    |  
|Shareholders communications              |   | 258,882      |   |   | 289,824      |   |   | 260,155      |  
|Trust and filing                         |   | 269,503      |   |   | 415,440      |   |   | 85,254       |  
|Subtotal                                 |   | 5,727,612    |   |   | 4,601,498    |   |   | 9,832,548    |  
|Stock based compensation                 |   | 8,707,519    |   |   | 24,346       |   |   | 2,536,253    |  
|Future income tax recovery               |   | (139,000     | ) |   | (121,000     | ) |   | (65,000      | )
|Loss for the year                        | $ | 14,296,131   |   | $ | 4,504,844    |   | $ | 12,303,801   |  
|                                         |   |              |   |   |              |   |   |              |  
|Loss per share                           | $ | 0.08         |   | $ | 0.03         |   | $ | 0.08         |  
|                                         |   |              |   |   |              |   |   |              |  
|Weighted average number of common shares |   |              |   |   |              |   |   |              |  
|outstanding (thousands)                  |   | 168,378      |   |   | 148,220      |   |   | 148,107      |  

- 12 

---

|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

1.4        Summary
of Quarterly Results

Expressed in thousands of dollars, except per-share amounts.
Small differences are due to rounding.

|                                      |  | Dec 31  |   |  | Sep 30  |   |  | Jun 30  |   |  | Mar 31  |   |  | Dec 31  |   |  | Sep 30  |   |  | Jun 30  |   |  | Mar 31  |  
|------------------------------------- |  | ------- | - |  | ------- | - |  | ------- | - |  | ------- | - |  | ------- | - |  | ------- | - |  | ------- | - |  | ------- | -
|                                      |  | 2007    |   |  | 2007    |   |  | 2007    |   |  | 2007    |   |  | 2006    |   |  | 2006    |   |  | 2006    |   |  | 2006    |  
|Current assets                        |  | 7,769   |   |  | 9,296   |   |  | 10,462  |   |  | 11,326  |   |  | 13,177  |   |  | 2,337   |   |  | 3,143   |   |  | 4,103   |  
|Mineral properties                    |  | 9,079   |   |  | 9,078   |   |  | 8,333   |   |  | 8,399   |   |  | 8,241   |   |  | 8,600   |   |  | 8,211   |   |  | 8,493   |  
|Other assets                          |  | 106     |   |  | 104     |   |  | 72      |   |  | 387     |   |  | 411     |   |  | 98      |   |  | 103     |   |  | 161     |  
|Total assets                          |  | 16,954  |   |  | 18,478  |   |  | 18,867  |   |  | 20,112  |   |  | 21,829  |   |  | 11,035  |   |  | 11,457  |   |  | 12,757  |  
|                                      |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |  
|Current liabilities                   |  | 2,413   |   |  | 2,934   |   |  | 1,285   |   |  | 238     |   |  | 1,034   |   |  | 478     |   |  | 311     |   |  | 273     |  
|Long term liabilities                 |  | 9,807   |   |  | 8,574   |   |  | 10,246  |   |  | 11,703  |   |  | 11,819  |   |  |        |   |  |        |   |  |        |  
|Shareholders equity                  |  | 4,734   |   |  | 6,967   |   |  | 7,335   |   |  | 8,171   |   |  | 8,976   |   |  | 10,557  |   |  | 11,146  |   |  | 12,484  |  
|Total liabilities and                 |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |  
|shareholders equity                  |  | 16,954  |   |  | 18,478  |   |  | 18,867  |   |  | 20,112  |   |  | 21,829  |   |  | 11,035  |   |  | 11,457  |   |  | 12,757  |  
|                                      |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |  
|Working Capital                       |  | 5,356   |   |  | 6,362   |   |  | 9,177   |   |  | 11,088  |   |  | 12,143  |   |  | 1,859   |   |  | 2,832   |   |  | 3,830   |  
|                                      |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |  
|Expenses                              |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |  
|Exploration                           |  | 773     |   |  | 22      |   |  | 49      |   |  | 33      |   |  | 152     |   |  | 42      |   |  | 466     |   |  | 92      |  
|Accretion on term loan                |  | 113     |   |  |        |   |  |        |   |  |        |   |  | 14      |   |  |        |   |  |        |   |  |        |  
|Conference and travel                 |  | 341     |   |  | 29      |   |  | 19      |   |  | 103     |   |  | 218     |   |  | 17      |   |  | 38      |   |  | 88      |  
|Consulting                            |  | 62      |   |  | 30      |   |  | 7       |   |  | 79      |   |  | (147    | ) |  | 222     |   |  | 27      |   |  | 53      |  
|Foreign exchange loss (gain)          |  | (69     | ) |  | (192    | ) |  | (65     | ) |  | (262    | ) |  | 231     |   |  | (117    | ) |  | (159    | ) |  | 9       |  
|Interest on term loan                 |  | 535     |   |  | 465     |   |  | 542     |   |  | 416     |   |  | 253     |   |  |        |   |  |        |   |  |        |  
|Interest expense (income)             |  | (234    | ) |  | (103    | ) |  | (212    | ) |  | (167    | ) |  | (95     | ) |  | 16      |   |  | (12     | ) |  | (28     | )
|Accounting, audit and legal           |  | 229     |   |  | 47      |   |  | 37      |   |  | 103     |   |  | 102     |   |  | 205     |   |  | 216     |   |  | 167     |  
|Gain on disposal of fixed
      asset |  |        |   |  |        |   |  |        |   |  |        |   |  | (19     | ) |  | (11     | ) |  | (11     | ) |  |        |  
|Office and administration             |  | 172     |   |  | 78      |   |  | 111     |   |  | 91      |   |  | 102     |   |  | 79      |   |  | 102     |   |  | 71      |  
|Salaries and benefits                 |  | 566     |   |  | 488     |   |  | 634     |   |  | 330     |   |  | 394     |   |  | 335     |   |  | 408     |   |  | 375     |  
|Shareholder communications            |  | 66      |   |  | 60      |   |  | 74      |   |  | 58      |   |  | 112     |   |  | 38      |   |  | 78      |   |  | 61      |  
|Trust and filing                      |  | 39      |   |  | 31      |   |  | 57      |   |  | 142     |   |  | 288     |   |  | 29      |   |  | 15      |   |  | 84      |  
|Subtotal                              |  | 2,593   |   |  | 955     |   |  | 1,253   |   |  | 926     |   |  | 1,605   |   |  | 855     |   |  | 1,168   |   |  | 972     |  
|Stock-based compensation -            |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |  
|exploration                           |  | 1,491   |   |  |        |   |  |        |   |  |        |   |  |        |   |  | (2      | ) |  | (6      | ) |  | 24      |  
|Stock-based compensation -            |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |  
|office and administration             |  | 7,216   |   |  |        |   |  |        |   |  | 1       |   |  |        |   |  | (1      | ) |  | (3      | ) |  | 13      |  
|Future income tax expense             |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |  
|(recovery)                            |  | (137    | ) |  |        |   |  | (1      | ) |  | (1      | ) |  | (25     | ) |  | 4       |   |  | (100    | ) |  |        |  
|Loss for the period                   |  | 11,163  |   |  | 955     |   |  | 1,252   |   |  | 926     |   |  | 1,580   |   |  | 856     |   |  | 1,059   |   |  | 1,009   |  
|                                      |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |  
|Basic and diluted loss per share      |  | 0.06    |   |  | 0.01    |   |  | 0.01    |   |  | 0.01    |   |  | 0.01    |   |  | 0.01    |   |  | 0.01    |   |  | 0.01    |  
|                                      |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |  
|Weighted average number of            |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |   |  |         |  
|common shares outstanding             |  | 184,823 |   |  | 184,770 |   |  | 154,822 |   |  | 148,228 |   |  | 148,220 |   |  | 148,220 |   |  | 148,220 |   |  | 148,220 |  

- 13 

---

|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

1.5        Results
of Operations

The loss for the year ended December 31, 2007 was $14,296,131
compared to a loss of $4,504,844 for the year ended December 31, 2006. This
increase primarily resulted from stock based compensation expenses recognized on
stock option granted in October 2007, interest expense on the Companys term
loan with Rustenburg Platinum Mines Limited and additional salary and benefit
costs relating to increased personnel in the Companys South African operations.
The Company recorded a loss of $0.08 per share for the year ended December 31,
2007, compared to a loss of $0.03 per share for the year ended December 31,
2006.

Exploration expenses for the year ended December 31, 2007
amounted to $876,900 in comparison to $751,325 spent for the year ended December
31, 2006. The exploration expenses for the year ended December 31, 2007 were
mainly incurred on the Ga-Phasha project. No drilling expenses was incurred for
the year ended December 31, 2007 compared to $376,406 spent for the year ended
December 31, 2006. Assays and analysis expenditures amounted to $200 spent for
the year ended December 31, 2007 in comparison to $38,393 expended for the year
ended December 31, 2006. Geological and consulting costs for the year ended 2007
were $789,731 compared to $64,030 spent for the year ended December 31, 2006.
Engineering costs decreased to $19,784 from $141,784 incurred for the year ended
December 31, 2006. The cost of site activities was $12,717 compared to $34,484
spent for the year ended December 31, 2006. Site activity costs are principally
associated with maintaining the field office in South Africa, but also include
activities associated with the geological programs.

Legal, accounting and audit for the year ended December 31,
2007 decreased to $416,745 in comparison to $690,132 for the year ended December
31, 2006 primarily as a result of advisory services provided in 2006 for the
annual general meeting, expenses incurred relating to a secondary listing on the
Johannesburg Stock Exchange in South Africa and various regulatory and financial
reporting requirements. Office and administration for the year ended December
31, 2007 amounted to $451,908 in comparison to $354,353 spent for the year ended
December 31, 2006. Conference and travel costs of $492,106 were incurred during
the year ended December 31, 2007 in comparison to the $360,959 incurred during
for the year ended December 31, 2006 largely due to increased conference fees.
These expenses were offset by decreased travel activity associated with the work
rotation of project engineers. Consulting costs increased to $177,809 in
comparison to $154,578 spent for the year ended December 31, 2006. Salaries and
benefits amounted to $2,016,689 in 2007, an increase from $1,511,874 spent for
the year ended December 31, 2006 mainly due to the employment of additional
personnel in South Africa.

Trust and filing for the year ended December 31, 2007 decreased
to $269,503 in comparison to the $415,440 incurred for the year ended December
31, 2006 primarily as a result of expenses incurred in 2006 relating to listing
on the Johannesburg Stock Exchange in South Africa. Stock based compensation
expenses increased to $8,707,519 for the year ended December 31, 2007, compared
to $24,346 incurred for fiscal 2006, as a result of stock option grants in
October 2007.

The Company recorded interest expense of $2,042,711 for the
year ended December 31, 2007 in comparison to $399,062 incurred for fiscal 2006.
The increase in interest expense is mainly due to a full year of accrued
interest on the Companys November 2006 term loan with Rustenburg Platinum Mines
Limited. Interest income increased to $799,985 for the year ended December 31,
2007 (2006  $263,820) as a result of a higher average cash balance compared to
the same period in the previous year.

- 14 

---

|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

The Company also recorded a foreign exchange gain of $588,115
for the year ended December 31, 2007 in comparison to $34,817 for the year ended
December 31, 2006. The gain is due to the strengthening of the Canadian dollar
against the South African Rand over the course of fiscal 2007. A significant
amount of the Companys liabilities are denominated in South African Rand.

1.6        Liquidity

At December 31, 2007, the Company had working capital of
approximately $5.4 million as compared to $12.1 million at the end of the 2006
fiscal year. The cash position at December 31, 2007 was approximately $7.1
million.

Anooraq's sources of capital are primarily equity investment.
The Company's access to capital sources is dependent upon general financial
market conditions, especially those that pertain to venture capital situations
such as mineral exploration and development. There can be no assurance that
Anooraq's future capital requirements can be met in the long term, or that
adequate financing will be obtained on a timely basis or at all. Failure to
obtain adequate financing will result in significant delays in exploration
programs and a substantial curtailment of operations. The Company's cash
resources at December 31, 2007 are sufficient for its present needs,
specifically to continue administrative and exploration operations at current
levels through the end of the year 2008. Future programs may be deferred and
operations curtailed if additional funding is not secured. However, the Company
anticipates being able to raise additional financing.

The Company had 185,208,607 common shares outstanding at
December 31, 2007. As the Company proceeds on its exploration programs in the
Bushveld, it will be required to raise additional funds for such expenditures
from time to time. In December 2006, the Company entered into a Settlement
Agreement with Pelawan to waive the deemed dilutive financing(please refer the
discussion in section 1.2.1) .

In June 2007, Anooraq issued to Pelawan 36 million common
shares (Adjustment Consideration Shares), representing a 50% reduction in the
number of shares potentially issuable under the original RTO transaction terms.
In addition the Company issued to Pelawan share purchase warrants for the
purchase of 167 million common shares in Anooraq, these share purchase warrants
were exercised by the Pelawan trust on December 20, 2007, at a price per common
share of $1.35(refer to section 1.2.1) .

On September 4, 2007, the Company and Anglo Platinum Limited
(Anglo Platinum) announced that they had entered into a detailed transaction
framework agreement (the TFA) whereby Anglo Platinum will sell to Anooraq an
effective 51% of Lebowa Platinum Mines Limited (Lebowa) and an effective 1%
controlling interest in the Ga-Phasha PGM Project (Ga-Phasha) for a total cash
consideration of South African Rand 3.6 billion (approximately C$480 million).
The parties have also reached an agreement, in principle, for the sale of an
additional effective 1% controlling interest in both the Boikgantsho PGM Project
(Boikgantsho) and the Kwanda PGM Projects (Kwanda) to Anooraq. Consequently,
the Company will be required to undertake various funding exercises to complete
this transaction and is currently progressing towards it.

- 15 

---

|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

Payments due by periodTotal
      Less than
      1 to 3 years
      3-5 years
      More than 5Contractual obligation
      Nil
      Nil
      Nil
      Nil
      NilLong term debt obligations (1)
      11.7m
      1.9m
      9.8m
      Nil
      NilOperating lease obligations
      Nil
      Nil
      Nil
      Nil
      NilPurchase obligations
      Nil
      Nil
      Nil
      Nil
      NilOther
      Nil
      Nil
      Nil
      Nil
      NilTotal
      Nil
      Nil
      Nil
      Nil
      Nil


The Company has routine market-price leases on its office
premises in Johannesburg, South Africa.

The Company has no "Purchase Obligations" defined as any
agreement to purchase goods or services that is enforceable and legally binding
on the Company that specifies all significant terms, including: fixed or minimum
quantities to be purchased; fixed, minimum or variable price provisions; and the
approximate timing of the transaction.

The Companys long term debt obligations are denominated in
South African Rand (ZAR). Payments and settlement on the obligation is
denominated in ZAR. Long term debt obligations have been presented at an
exchange rate of 1 Canadian dollar = 6.94 ZAR. The current exchange rate on
March 10, 2008 is 1 Canadian dollar = 7.85 ZAR.

1.7        Capital
Resources

At December 31, 2007, Anooraq had working capital of
approximately $5.4 million as compared to $12.1 million at the end of the 2006
fiscal year. The Company had approximately 185 million common shares outstanding
at December 31, 2007.

1.8        Off-Balance
Sheet Arrangements

None.

1.9        Transactions
with Related Parties

Hunter Dickinson Services Inc. ("HDSI") is a private company
owned equally by eight public companies, one of which is Anooraq. HDSI 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. For the year ended
December 31, 2007 HDSI billed Anooraq $798,330 as compared to $1,023,633 for the
year ended December 31, 2006 for such services and cost reimbursements.

- 16 

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|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

Pelawan is a significant shareholder of the Company and has
certain directors in common with the Company. Pelawan became a majority
shareholder on September 29, 2004. During the year ended December 31, 2007 and
2006, Pelawan did not provide any services to the Company.

Southgold Exploration (Proprietary) Limited ("Southgold") is a
wholly-owned subsidiary of Great Basin Gold Ltd., a Canadian public company
which has certain directors in common with the Company. Southgold shared certain
premises and other facilities in 2006 with the Company pursuant to a
cost-sharing arrangement based on a full cost recovery basis.

During the year ended December 31, 2007, the Company paid or
accrued $26,589 (year ended December 31, 2006  $127,781) to CEC Engineering
Ltd, a private company owned by a former director, for engineering and project
management services at market rates.

1.10      Fourth Quarter

The loss for quarter ended December 31, 2007 was $11,163,417
compared to a loss of $1,580,481 for the quarter ended December 31, 2006. This
increase primarily resulted from increased stock based compensation, increased
exploration expenses on the Ga-Phasha project and the increase in interest
expense due to accrued interest on the Companys term loan with Rustenburg
Platinum Mines Limited.

Stock based compensation expense for the quarter ended December
31, 2007 amounted to $8,706,074 compared to $Nil for the same period as a result
of stock options granted in October 2007. Exploration expenses for the quarter
ended December 31, 2007 totaled $773,392 compared to $151,601 incurred for the
quarter ending December 31, 2006. This increase is due to exploration activities
on the Ga-Phasha project in the fourth quarter of 2007. Interest expense of
$535,384 for the quarter ended December 31, 2007 in comparison to $253,071
incurred for the same period fiscal 2006 as a result of accrued interest on the
Companys term loan with Rustenburg Platinum Mines Limited which commenced in
November 2006.

Legal, accounting and audit for the quarter ended December 31,
2007 amounted to $229,227 compared to $101,713 for the same period of fiscal
2006 due mainly to increased legal activity in the fourth quarter of 2007.
Office and administration for the quarter ended December 31, 2007 amounted to
$171,950 in comparison to $101,917 spent for the same period in fiscal 2006.
Conference and travel costs amounted to $340,826 incurred in the fourth quarter
2007 compared to $218,001 incurred for the fourth quarter 2006 due to an
increase in the number of conferences attended by the Companys executives.

Salaries and benefits for the fourth quarter of 2007 amounted
to $565,713 compared to $393,451 spent in the fourth quarter of fiscal 2006 due
to an increase in the number of personnel compared to the same period in 2006.
Trust and filing for the quarter ended December 31, 2007 amounted to $39,013
compared to $287,876 incurred in the same period of fiscal 2006 largely due to
costs incurred in 2006 relating to listing on the Johannesburg Stock Exchange.

- 17 

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|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

1.11      Proposed
Transactions

Refer to Anooraq-Anglo Platinum Transaction Framework
Agreementdiscussion in 1.2 Overview

1.12      Critical Accounting
Estimates

The Company's accounting policies are presented in note 3 of
the consolidated financial statements for the year ended December 31, 2007,
which have been publicly filed on SEDAR at www.sedar.com and as presented in
changes in accounting policies item 1.13 The preparation of consolidated
financial statements in accordance with generally accepted accounting principles
requires management to select accounting policies and make estimates. Such
estimates may have a significant impact on the financial statements. These
estimates include:

- mineral resources and reserves,
- the carrying values of property, plant and equipment,
- restoration costs following completion of the mining activities, and
- the valuation of stock-based compensation expense.

Actual amounts could differ from the estimates used and,
accordingly, affect the results of operation.

Mineral resources and reserves, and the carrying values of
property, plant and equipment

Mineral resources and reserves are estimated by professional
geologists and engineers in accordance with recognized industry, professional
and regulatory standards. These estimates require inputs such as future metals
prices, future operating costs, and various technical geological, engineering,
and construction parameters. Changes in any of these inputs could cause a
significant change in the estimated resources and reserves which, in turn, could
have a material effect on the carrying value of property, plant and equipment.

Site restoration costs

Upon the completion of any mining activities, the Company will
ordinarily be required to undertake environmental reclamation activities in
accordance with local and/or industry standards. The estimated costs of these
reclamation activities are dependent on labour costs, the environmental impacts
of the Company's operations, the effectiveness of the chosen reclamation
techniques, and applicable government environmental standards. Changes in any of
these factors could cause a significant change in the reclamation expense
charged in a period.

Stock-based compensation expense

From time to time, the Company may grant share purchase options
to employees, directors, and service providers. The Company uses the
Black-Scholes option pricing model to estimate a value for these options. This
model, and other models which are used to value options, require inputs such as
expected volatility, expected life to exercise, and interest rates. Changes in
any of these inputs could cause a significant change in the stock-based
compensation expense charged in a period.

- 18 

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|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

|1.13 | Changes in Accounting Policies including Initial
      Adoption                                                                                                                                                                                                                                                                                                                                                    
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | Effective January 1, 2007, the Company adopted the
      following new accounting standards issued by the Canadian Institute of
      Chartered Accountants (CICA) relating to financial instruments and
      accounting changes. As required by the transitional provisions of these
      new standards, these new standards have been adopted with no restatement
      to prior period financial statements.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | This standard requires all financial instruments within
      its scope, including derivatives, to be recognized on the balance sheet
      and measured either at fair value or, in certain circumstances at cost or
      amortized cost.                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | All financial instruments are classified into one of the
      following categories: held for trading, held- to-maturity,
      available-for-sale, loans and receivables and other financial liabilities.
      Initial and subsequent measurement and recognition of changes in the value
      of financial instruments depends on their initial
classification:                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | •                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | •                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | •                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | •                                                                                                                                                                                                                                                                                                                                                                                                                  

All financial assets and liabilities are recognized when the
entity becomes a party to the contract creating the asset or liability. On
adoption of the standards on January 1, 2007, the Companys outstanding
financial assets and liabilities were recognized and measured in accordance with
the new requirements as if these requirements had always been in effect.
However, no adjustments to opening deficit or opening accumulated other
comprehensive income were required. In accordance with this new standard,
deferred financing costs relating to the issuance of the term loan are no longer
presented as a separate asset on the balance sheet and are now included in the
carrying value of the term loan, and are amortized to interest expense using the
effective interest rate method.

- 19 

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|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Section 3865  Hedges                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                        
|    | This new standard specifies the circumstances under which
      hedge accounting is permissible and how hedge accounting may be performed.
      The Company currently does not have any financial instruments which
      qualify for hedge accounting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                        
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Section 1530  Comprehensive Income                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                        
|    | Comprehensive income is the change in the Companys
      shareholder equity that results from transactions and other events from
      other than the Companys shareholders and includes items that would not
      normally be included in net income (loss), such as unrealized gains or
      losses on available-for-sale investments. This standard requires certain
      gains and losses that would otherwise be recorded as part of net income to
      be presented in other accumulated comprehensive income until it is
      considered appropriate to recognize into net income. This standard
      requires the presentation of comprehensive income, and its components in a
      separate financial statement that is displayed with the same prominence as
      the other financial statements. Accumulated other comprehensive income is
      presented as a new category in shareholders equity. As at December 31,
      2007, the Company had no accumulated other comprehensive income and for
      the year ended December 31, 2007, comprehensive loss equals net
    loss.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                        
|    | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Section 1506 - Accounting Changes                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                        
|    | This standard establishes criteria for changing
      accounting policies, together with the accounting treatment and disclosure
      of changes in accounting policies, changes in accounting estimates and
      correction of errors. As a result, changes in accounting policies are only
      permitted when required by a primary source of generally accepted
      accounting principles or when the change will result in more reliable and
      more relevant information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                        
|(b) | Accounting Policies Not Yet Adopted                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                        
|    | (i )        Section
      1535  Capital Disclosures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                        
|    | This standard requires disclosure of an entity's
      objectives, policies and processes for managing capital, quantitative data
      about what the entity regards as capital and whether the entity has
      complied with any capital requirements and, if it has not complied, the
      consequences of such non- compliance. This standard is
      effective for the Company for interim and annual periods relating to
      fiscal years beginning on or after January 1, 2008, The Company is
      currently evaluating the effects of adopting this
  standards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                        
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Financial Instruments  Disclosure (Section 3862) and
      Presentation (Section 3863)

- 20 

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|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

These standards replace CICA 3861, Financial Instruments
     Disclosure and Presentation. They increase the disclosures currently
    required, which will enable users to evaluate the significance of financial
    instruments for an entity's financial position and performance, including
    disclosures about fair value. In addition, disclosure is required of qualitative
    and quantitative information about exposure to risks arising from financial
    instruments, including specified minimum disclosures about credit risk, liquidity
    risk and market risk. The quantitative disclosures must provide information
    about the extent to which the entity is exposed to risk, based on information
    provided internally to the entitys key management personnel. This
    standard is effective for the Company for interim and annual periods beginning
    on or after January 1, 2008. The Company expects that its disclosures will
    be expanded to incorporate the additional requirements. (iii)Amendments
    to Section 1400  Going Concern CICA 1400, General Standards of Financial
    Statement Presentation, was amended to include requirements to assess and
    disclose an entity's ability to continue as a going concern. The new requirements
    are effective for interim and annual financial statements relating to fiscal
    years beginning on or after January 1, 2008.The Company is currently
    evaluating the impact of this new standard. (iv)International
    Financial Reporting Standards ("IFRS") In 2006, the Canadian Accounting Standards Board ("AcSB")
    published a new strategic plan that will significantly affect financial reporting
    requirements for Canadian companies. The AcSB strategic plan outlines the
    convergence of Canadian GAAP with IFRS over an expected five year transitional
    period. In February 2008, the AcSB announced that 2011 is the changeover date
    for publicly-listed companies to use IFRS, replacing Canada's own GAAP. The
    date is for interim and annual financial statements relating to fiscal years
    beginning on or after January 1, 2011. The transition date of January 1, 2011
    will require the restatement for comparative purposes of amounts reported
    by the Company for the year ended December 31, 2010. While the Company has
    begun assessing the adoption of IFRS for 2011, the financial reporting impact
    of the transition to IFRS cannot be reasonably estimated at this time.


1.14      Financial
Instruments and Other Instruments

Please refer to Section 1.13 above.

1.15      Other MD&A
Requirements

Not applicable.

- 21 

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|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

1.15.1   Additional Disclosure for Venture Issuers
without Significant Revenue

Not applicable. The Company is not a venture issuer.

1.15.2   Disclosure of Outstanding Share Data

The following details the share capital structure as at March
10, 2008. These figures may be subject to minor accounting adjustments prior to
presentation in future consolidated financial statements.

ExerciseExpiry
      date
    price
    Number
    NumberCommon shares
    
    
    
    185,230,007Escrow Warrants (1)
    December 31, 2008
    $ 1.35
    
    167,000,000Share purchase options
    December 17, 2010
    $ 1.40
    2,695,000July 1, 2010
    $2.97
    119,000October 15, 2012
    $ 2.97
    4,483,600October 15, 2012
    $ 3.27
    376,000
    7,673,600


(1) Pursuant to the exercise of the BEE Warrants,
the Company entered into an amending agreement (the Amending Agreement) with
Pelawan to amend the exercise procedure of the Warrants to allow Pelawan to
finance the exercise of the Warrants by way of a bridge loan from Rand Merchant
Bank (RMB). Pursuant to the Amending Agreement, Pelawan has exercised the
Warrants by depositing an escrowed amount equal to the aggregate exercise price
for the Warrants ($ 225 million or ZAR 1,586 billion) into an interest bearing
account with RMB, to be released pursuant to a deposit account agreement (the
Deposit Agreement) between RMB, Pelawan Investments (Pty) Ltd and Anooraq upon
the satisfaction of certain release conditions. The common shares underlying the
Warrants will be issued to Pelawan upon receipt by the Company of the exercise
price per common share, plus the interest accrued thereon up to the date of
release.

Should the common shares underlying the Warrants be issued in
full, Pelawans resulting shareholding in Anooraq will increase to approximately
81% of the current issued and outstanding common shares of the Company. The
Company intends to use the proceeds of the BEE Warrants exercise, when received,
as partial funding for the proposed acquisition of 51% of Lebowa from Anglo
Platinum (note 12). Should the release conditions not be satisfied and there is
no close, the warrant exercise is void and Anooraq will not receive the proceeds
of the exercise of the BEE Warrants and the BEE warrants will continue to exist
in accordance with their terms until expiry or in accordance with the terms of
the warrants.

- 22 

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|ANOORAQ RESOURCES CORPORATION       
|------------------------------------
|YEAR ENDED DECEMBER 31, 2007        
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|                                    

1.15.3   Internal Controls over Financial
Reporting Procedures

The management of the Company is responsible for establishing
and maintaining adequate internal controls over financial reporting. The
Companys internal control system was designed to provide reasonable assurance
to the Companys management and the board of directors regarding the preparation
and fair presentation of published financial statements. Internal control over
financial reporting includes those policies and procedures that: (1) pertain to
the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Company, (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and that
receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company, and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a
material effect on the financial statements. All internal control systems, no
matter how well designed, have inherent limitations. Therefore, even those
systems determined effective can provide only reasonable assurance with respect
to financial statement preparation and presentation.

The Companys management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, has evaluated the
effectiveness of internal control over financial reporting based on the
framework and criteria established in Internal Control  Integrated Framework,
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, our management has concluded that internal control
over financial reporting was effective as of December 31, 2007 to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with GAAP.

1.15.4   Disclosure Controls and Procedures

As of the end of the period covered by this report, our
management carried out an evaluation, with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (the Exchange Act)). Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of the end of the period covered by this report, our
disclosure controls and procedures were effective in recording, processing,
summarizing and reporting, on a timely basis, information required to be
disclosed by us in reports that we file or submit under the Exchange Act.

It should be noted that while our Chief Executive Officer and
our Chief Financial Officer believe that our disclosure controls and procedures
provide a reasonable level of assurance that they are effective, they do not
expect that our disclosure controls and procedures or internal control over
financial reporting will prevent all errors and fraud. A control system, no
matter how well conceived or operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system will be met.

- 23 

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