---

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 20-F/A AMENDMENT NO. 1

** ̈******  REGISTRATION
  STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT
  OF 1934OR**x**  ANNUAL
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
  ACT OF 1934For the fiscal year ended October 31, 2003 (with other information to March
  31, 2004 except where noted) 
  OR** ̈******  TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
  ACT OF 1934 For the transition period from _______________ to _______________
  CIK Number **1028277**
  Commission file number **0-30622**ANOORAQ RESOURCES CORPORATION(Exact name of Registrant specified in its charter)ANOORAQ RESOURCES CORPORATION (Translation of Registrants name into English)BRITISH COLUMBIA, CANADA(Jurisdiction of incorporation or organization)Suite 1020, 800 West Pender Street Vancouver, British Columbia, Canada, V6C 2V6(Address of principal executive offices)COMMON SHARES WITHOUT PAR VALUE(Title of Class)
  Securities registered or to be registered pursuant to Section 12(b) of the Act.

|**Title of Each Class** | **Name of each exchange on which registered**
|----------------------- | ---------------------------------------------
|None                    | Not applicable                               

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- 2 -

Securities registered or to be registered pursuant to Section
  12(g) of the Act

**Common Shares without Par Value**
  (Title of Class)

Securities for which there is a reporting obligation pursuant
  to Section 15(d) of the Act. **None**

Number of outstanding shares of Anooraq's only class of capital
  stock as on October 31st, 2003. 
  40,164,172 Common Shares Without Par Value and the number as of outstanding
  shares as of March 31, 2004 is 54,108,607

Indicate by check mark whether Registrant (1) has filed all
  reports required to be filed by Section 13 or 15(d) of the Securities Exchange
  Act of 1934during the preceding 12 months (or for such shorter period that
  Registrant was required to file such reports), and (2) has been subject to such
  filing requirements for the past 90 days.

NOT APPLICABLE

Indicate by check mark which financial statement item Registrant
  has elected to follow:

Item 17  **x**      Item
  18    ** ̈******

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
  DURING THE PAST FIVE YEARS)

Indicate by check mark whether Registrant has filed all documents
  and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
  Exchange Act of 1934subsequent to the distribution of securities under
  a plan confirmed by a court.

NOT APPLICABLE

CURRENCY AND EXCHANGE RATES

All monetary amounts contained in this Annual Report are, unless
  otherwise indicated, expressed in Canadian Dollars. On March 31, 2004, the Federal
  Reserve noon rate for Canadian Dollars was US$1.00: Cdn$1.311 (see Item 2A for
  further historical Exchange Rate Information).

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

|                  |                                                                                    | Page
|----------------- | ---------------------------------------------------------------------------------- | ----
|GLOSSARY OF TERMS | 1                                                                                 
|                  |                                                                                    |     
|ITEM 1            | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                              | 4   
|                  |                                                                                    |     
|ITEM 2            | OFFER STATISTICS AND EXPECTED TIMETABLE                                            | 4   
|                  |                                                                                    |     
|ITEM 3            | KEY INFORMATION                                                                    | 5   
|                  |                                                                                    |     
|ITEM 4            | INFORMATION ON THE COMPANY                                                         | 14  
|                  |                                                                                    |     
|ITEM 5            | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                       | 47  
|                  |                                                                                    |     
|ITEM 6            | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                         | 52  
|                  |                                                                                    |     
|ITEM 7            | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                  | 62  
|                  |                                                                                    |     
|ITEM 8            | FINANCIAL INFORMATION                                                              | 63  
|                  |                                                                                    |     
|ITEM 9            | THE OFFER AND LISTING                                                              | 64  
|                  |                                                                                    |     
|ITEM 10           | ADDITIONAL INFORMATION                                                             | 65  
|                  |                                                                                    |     
|ITEM 11           | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK                   | 79  
|                  |                                                                                    |     
|ITEM 12           | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                             | 79  
|                  |                                                                                    |     
|ITEM 13           | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                    | 80  
|                  |                                                                                    |     
|ITEM 14           | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
      AND USE OF PROCEEDS | 80  
|                  |                                                                                    |     
|ITEM 15           | [RESERVED]                                                                         | 80  
|                  |                                                                                    |     
|ITEM 16           | AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES, AND
      EXEMPTIONS             | 81  
|                  |                                                                                    |     
|ITEM 17           | FINANCIAL STATEMENTS                                                               | 82  
|                  |                                                                                    |     
|ITEM 18           | FINANCIAL STATEMENTS                                                               | 83  
|                  |                                                                                    |     
|ITEM 19           | EXHIBITS                                                                           | 83  

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PART1

GLOSSARY OF TERMS

In this Annual Report on Form 20-F, all references to the
  "Company" or to "Anooraq" refer to Anooraq Resources Corporation and its subsidiaries,
  as the context requires.

Anooraq uses the Canadian dollar as its reporting currency.
  All references in this document to "dollars" or "$" are expressed in Canadian
  dollars, unless otherwise indicated. See also Item 3 - "Key Information" for
  more detailed currency and conversion information.

Except as noted, the information set forth in this Annual
  Report is as of March 31, 2004 and all information included in this document
  should only be considered correct as of such date.

NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 20-F contains statements that constitute
  "forward-looking statements" within the meaning of Section 27A of the Securities
  Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward
  looking statements include statements containing the words "believes," "anticipates,"
  "intends," "expects", "estimates", "projects" and words of similar import, as
  well as all projections of future results. Such forward-looking statements involved
  known and unknown risks, uncertainties and other factors which may cause the
  actual results, performance or achievements of Anooraq to be materially different
  from any future results, performance or achievements of Anooraq expressed or
  implied by such forward-looking statements. Such risks are discussed in Item
  3D "Risk Factors." The statements contained in Item 4B "Business Overview",
  Item 5 "Operating and Financial Review and Prospects" and Item 11 "Quantitative
  and Qualitative Disclosures About Market Risk" are inherently subject to a variety
  of risks and uncertainties that could cause actual results, performance or achievements
  to differ significantly. Anooraq expressly disclaims any obligation or undertaking
  to provide an update or revision to any forward looking statement contained
  herein to reflect any change in Anooraqs expectations or any change in
  events, conditions or circumstances on any which any statement is based. You
  should carefully review the cautionary statements and risk factors contained
  in this and other documents that Anooraq files from time to time with the Securities
  and Exchange Commission.

GLOSSARY OF TERMS USED IN THIS ANNUAL REPORT ON FORM 20-F

Certain terms used herein are defined as follows:

|Anglo Platinum | Anglo American Platinum
        Corporation Limited, a public company incorporated under the laws of South
        Africa;
|-------------- | --------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                           
|AMEX           | the American Stock Exchange;                                                                                              
|               |                                                                                                                           
|BCCA           | the Company Act(British
        Columbia), as amended;                                                                    

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- 2 -

|BEE                              | Black Economic Empowerment, a strategy aimed at substantially
        increasing participation by HDPs at all levels in the economy of South
        Africa. BEE is aimed at redressing the imbalances of the past caused by
        the Apartheid system in South Africa by seeking to substantially and equitably
        increase the ownership and management of South Africa's resources by the
        majority of its citizens and so ensure broader and more meaningful participation
        in the economy by HDPs;
|-------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|CDN GAAP                         | Canadian generally accepted accounting principles;                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|CDS                              | The Canadian Depository for Securities Limited; a
        securities clearing organization;                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Charter                          | the Broad Based Socio-Economic Empowerment Charter
        for the South African mining industry, published in October 2002;                                                                                                                                                                                                                                                                                                                                                                                                 
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|DME                              | the Government of South Africa acting through its
        Department of Minerals and Energy and its successors;                                                                                                                                                                                                                                                                                                                                                                                                              
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|GAAP                             | generally accepted accounting principles;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Ga-Phasha Project                | the Ga-Phasha Platinum Group Metals Project, a BEE
        joint venture located on the Eastern Limb of the Bushveld Complex in South
        Africa;                                                                                                                                                                                                                                                                                                                                                                        
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|HDI                              | Hunter Dickinson Inc., a corporation incorporated
        under the laws of Canada which is a related party to Anooraq;                                                                                                                                                                                                                                                                                                                                                                                                      
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|HDI Management Services Contract | the geological, management and administration services
        agreement dated December 31, 1996 between HDI and Anooraq;                                                                                                                                                                                                                                                                                                                                                                                                    
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|HDP                              | Historically Disadvantaged Persons, being South Africans
        (and entities controlled by them) who suffered under the discriminatory
        practices of the system of Apartheid;                                                                                                                                                                                                                                                                                                                                       
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Micawber                         | Micawber 277 (Proprietary) Limited, a private company
        incorporated under the laws of South Africa;                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Mineral Development Act          | the Mineral and Petroleum Resources Development
        Act, 2002 (South Africa);                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Pelawan                          | Pelawan Investments (Proprietary) Limited, a corporation
        incorporated under the laws of South Africa;                                                                                                                                                                                                                                                                                                                                                                                                                
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Person                           | includes an individual, body corporate, partnership,
        syndicate or other form of unincorporated entity;                                                                                                                                                                                                                                                                                                                                                                                                               
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|PGM                              | platinum group metals;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Plateau                          | Plateau Resources (Proprietary) Limited, a corporation
        incorporated under the laws of South Africa, being an indirect wholly
        owned subsidiary of Anooraq;                                                                                                                                                                                                                                                                                                                                                    

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- 3 -

|PPL                      | Potgietersrust Platinums Limited, a public company
        incorporated under the laws of South Africa, being a wholly owned subsidiary
        of Anglo Platinum;                                                                                                              
|------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                         |                                                                                                                                                                                                                                                                                 
|Royalty Bill             | the Mineral and Petroleum Royalty Bill, placed before
        the parliament of South Africa as a money bill by the South African Minister
        of Finance on March 10, 2003 in relation to proposed royalties to be levied
        by the state in respect of mining rights;
|                         |                                                                                                                                                                                                                                                                                 
|RPM or Rustenburg        | Rustenburg Platinum Mines Limited, a public company
        incorporated under the laws of South Africa, being a wholly owned subsidiary
        of Anglo Platinum;                                                                                                             
|                         |                                                                                                                                                                                                                                                                                 
|SARB                     | the Exchange Control Department of the South African
        Reserve Bank;                                                                                                                                                                                                      
|                         |                                                                                                                                                                                                                                                                                 
|Share Exchange Agreement | the Share Exchange Agreement between Pelawan and Anooraq
        made as of January 21, 2004;                                                                                                                                                                                   
|                         |                                                                                                                                                                                                                                                                                 
|South Africa             | the Republic of South Africa;                                                                                                                                                                                                                                                   
|                         |                                                                                                                                                                                                                                                                                 
|Tax Act                  | the Income Tax Act (Canada), as amended;                                                                                                                                                                                                                                        
|                         |                                                                                                                                                                                                                                                                                 
|TSXV                     | TSX Venture Exchange Inc.;                                                                                                                                                                                                                                                      
|                         |                                                                                                                                                                                                                                                                                 
|US GAAP                  | United States generally accepted accounting principles;                                                                                                                                                                                                                         
|                         |                                                                                                                                                                                                                                                                                 
|ZAR                      | South African rand, the currency of the Republic
        of South Africa.                                                                                                                                                                                                       

Words importing the singular number, where the context requires,
  include the plural and vice versa and words importing any gender include all
  genders.

Geological/Exploration Terms

|Farm            | A term commonly used in South Africa to describe
        the area of a mineral interest.                                                      
|--------------- | ----------------------------------------------------------------------------------------------------------------------------------------------
|                |                                                                                                                                               
|Feldspar        | A group of abundant rock-forming minerals, the most
        widespread of any mineral group and constituting 60% of the earths
        crust.
|                |                                                                                                                                               
|Feldspathic     | Containing feldspar as a principal ingredient.                                                                                                
|                |                                                                                                                                               
|Gabbro          | Course grained mafic igneous rock.                                                                                                            
|                |                                                                                                                                               
|Mafic           | Composed of dark ferromagnesian minerals.                                                                                                     
|                |                                                                                                                                               
|Melanorites     | Norite with a higher than normal mafic (pyroxene)
        component.                                                                          
|                |                                                                                                                                               
|Mineral Deposit | A deposit of mineralization, which may or may not
        be ore, a determination of which requires a full feasibility study .                

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- 4 -

|Mineral Symbols      | Pt  Platinum; Pd  Palladium; Au 
        Gold; Ag  Silver; Cu  Copper; Cr  Chromium; Ni 
        Nickel; Pb  Lead; Rh  Rhodium; Ru  Ruthenium.                                                                                                                                                                                                                                                                                                                                                                                                   
|-------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Mineralized Material | A mineralized body that has been delineated by appropriately
        spaced drilling and/or underground sampling to support a sufficient tonnage
        and average grade of metals to warrant further exploration. Such a deposit
        does not qualify as a reserve, until a comprehensive evaluation based
        upon unit cost, grade, recoveries, and other materials factors conclude
        legal and economic feasibility. "Mineralized material" does not include
        materials classed as "inferred" or "possible" by some evaluators.
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Norite               | A coarse-grained plutonic rock in which the chief
        constituent is basic plagioclase feldspar (labradorite) and the dominant
        mafic mineral is orthopyroxene (hypersthene).                                                                                                                                                                                                                                                                                                                                                                   
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Pyroxenite           | A medium or coarse-grained rock consisting essentially
        of pyroxene, a common rock-forming mineral.                                                                                                                                                                                                                                                                                                                                                                                                                                                 

Currency and Measurement

All currency amounts in this Annual Report are stated in Canadian dollars unless otherwise indicated.

Conversion
  of metric units into imperial equivalents is as follows:

| | Metric Units | Multiply by | Imperial Units             | 
| | ------------ | ----------- | -------------------------- | 
| |              |             |                            | 
| | hectares     | 2.471       | = acres                    | 
| |              |             |                            | 
| | meters       | 3.281       | = feet                     | 
| |              |             |                            | 
| | kilometers   | 0.621       | = miles (5,280 feet)       | 
| |              |             |                            | 
| | grams        | 0.032       | = ounces (troy)            | 
| |              |             |                            | 
| | tonnes       | 1.102       | = tons (short) (2,000 lbs) | 
| |              |             |                            | 
| | grams/tonne  | 0.029       | = ounces (troy)/ton        | 

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**ITEM 1                IDENTITY
  OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS**

Not applicable.

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**ITEM 2                OFFER
  STATISTICS AND EXPECTED TIMETABLE**

Not applicable.

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- 5 -

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ITEM 3****
  KEY INFORMATION

A.             
  Selected Financial Data

The following table presents selected financial data for the
  Company for each of the last five fiscal years ended December 31, 2003. This
  information should be read in conjunction with the financial statements included
  elsewhere in this document.

The Companys annual financial statements have been audited
  by its current independent auditors, De Visser Gray, Chartered Accountants.
  The financial statements have been prepared in accordance with Canadian GAAP.
  Note 11 to the annual financial statements provides descriptions of the principal
  differences between Canadian GAAP and United States GAAP as they relate to the
  Company and a reconciliation to US GAAP of the Companys financial statements.

The selected financial data is presented in Canadian dollars
  and in accordance with Canadian GAAP and United States GAAP.

|(Thousands of Canadian dollars, |   |                  |   |   |         |   |   |         |   |   |        |   |   |        |  
|------------------------------- | - | ---------------- | - | - | ------- | - | - | ------- | - | - | ------ | - | - | ------ | -
|except per share amounts)       |   | As at October 31 |  
|Balance Sheet Data              |   | 2003             |   |   | 2002    |   |   | 2001    |   |   | 2000   |   |   | 1999   |  
|                                |   |                  |   |   |         |   |   |         |   |   |        |   |   |        |  
|Total assets (CDN GAAP)(1)      | $ | 9,857            |   | $ | 7,726   |   | $ | 6,888   |   | $ | 887    |   | $ | 968    |  
|                                |   |                  |   |   |         |   |   |         |   |   |        |   |   |        |  
|Total assets (US GAAP)(2)       |   | 9,857            |   |   | 7,726   |   |   | 6,888   |   |   | 887    |   |   | 968    |  
|                                |   |                  |   |   |         |   |   |         |   |   |        |   |   |        |  
|Total liabilities               |   | 528              |   |   | 92      |   |   | 230     |   |   | 202    |   |   | 67     |  
|                                |   |                  |   |   |         |   |   |         |   |   |        |   |   |        |  
|Share capital                   |   | 25,087           |   |   | 20,048  |   |   | 16,709  |   |   | 8,898  |   |   | 5,285  |  
|                                |   |                  |   |   |         |   |   |         |   |   |        |   |   |        |  
|Deficit (CDN GAAP)              |   | (16,244          | ) |   | (12,415 | ) |   | (10,051 | ) |   | (8,213 | ) |   | (4,385 | )
|                                |   |                  |   |   |         |   |   |         |   |   |        |   |   |        |  
|Deficit (US GAAP)               |   | (16,244          | ) |   | (12,415 | ) |   | (10,051 | ) |   | (8,213 | ) |   | (4,385 | )

|(Thousands of Canadian dollars, |   |                  |  |   |            |  |   |            |  |   |            |  |   |           | 
|------------------------------- | - | ---------------- |  | - | ---------- |  | - | ---------- |  | - | ---------- |  | - | --------- | 
|except per share amounts)       |   | As at October 31
|                                |   |                  |  |   |            |  |   |            |  |   |            |  |   |           | 
|Period End Balances             |   | 2003             |  |   | 2002       |  |   | 2001       |  |   | 2000       |  |   | 1999      | 
|                                |   |                  |  |   |            |  |   |            |  |   |            |  |   |           | 
|Working capital                 | $ | 5,111            |  | $ | 3,277      |  | $ | 2,402      |  | $ | 682        |  | $ | 675       | 
|                                |   |                  |  |   |            |  |   |            |  |   |            |  |   |           | 
|Equipment, net                  |   | 17               |  |   | 38         |  |   | 56         |  |   | 3          |  |   | 45        | 
|                                |   |                  |  |   |            |  |   |            |  |   |            |  |   |           | 
|Mineral property interests      |   | 4,200            |  |   | 4,200      |  |   | 4,200      |  |   |           |  |   |          | 
|                                |   |                  |  |   |            |  |   |            |  |   |            |  |   |           | 
|Shareholders equity            |   | 9,328            |  |   | 7,633      |  |   | 6,658      |  |   | 8,685      |  |   | 900       | 
|                                |   |                  |  |   |            |  |   |            |  |   |            |  |   |           | 
|Number of outstanding shares    |   | 40,164,172       |  |   | 32,148,463 |  |   | 27,384,880 |  |   | 14,182,413 |  |   | 9,752,195 | 

No cash or other dividends have been declared.

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- 6 -

|(Thousands of Canadian dollars, |   |                  |   |   |        |   |   |        |   |   |        |   |   |       |  
|------------------------------- | - | ---------------- | - | - | ------ | - | - | ------ | - | - | ------ | - | - | ----- | -
|except per share amounts)       |   | As at October 31 |  
|Statement of Operations Data    |   | 2003             |   |   | 2002   |   |   | 2001   |   |   | 2000   |   |   | 1999  |  
|                                |   |                  |   |   |        |   |   |        |   |   |        |   |   |       |  
|Investment and Other Income     | $ | 46               |   | $ | 38     |   | $ | 41     |   | $ | 49     |   | $ | 32    |  
|                                |   |                  |   |   |        |   |   |        |   |   |        |   |   |       |  
|General and administrative      |   |                  |   |   |        |   |   |        |   |   |        |   |   |       |  
|expenses                        |   | 1,903            |   |   | 1,426  |   |   | 316    |   |   | 365    |   |   | 661   |  
|                                |   |                  |   |   |        |   |   |        |   |   |        |   |   |       |  
|Write down of mineral property  |   |                  |   |   |        |   |   |        |   |   |        |   |   |       |  
|interests and investments       |   |                 |   |   |       |   |   |       |   |   |       |   |   | 540   |  
|                                |   |                  |   |   |        |   |   |        |   |   |        |   |   |       |  
|Exploration Expenditures        |   | 1,973            |   |   | 976    |   |   | 1,445  |   |   | 3,512  |   |   | 228   |  
|                                |   |                  |   |   |        |   |   |        |   |   |        |   |   |       |  
|Loss according to financial     |   |                  |   |   |        |   |   |        |   |   |        |   |   |       |  
|statements (CDN GAAP)           |   | (3,829           | ) |   | (2,364 | ) |   | (1,838 | ) |   | (3,828 | ) |   | (967  | )
|                                |   |                  |   |   |        |   |   |        |   |   |        |   |   |       |  
|Loss according to financial     |   |                  |   |   |        |   |   |        |   |   |        |   |   |       |  
|statements (US GAAP)            |   | (3,829           | ) |   | (2,364 | ) |   | (1,838 | ) |   | (3,828 | ) |   | (967  | )
|                                |   |                  |   |   |        |   |   |        |   |   |        |   |   |       |  
|Loss from continuing operations |   |                  |   |   |        |   |   |        |   |   |        |   |   |       |  
|per common Share                |   | (0.11            | ) |   | (0.08  | ) |   | (0.11  | ) |   | (0.29  | ) |   | (0.10 | )
|                                |   |                  |   |   |        |   |   |        |   |   |        |   |   |       |  
|Loss per common share (US       |   |                  |   |   |        |   |   |        |   |   |        |   |   |       |  
|GAAP)(2)                        |   | (0.11            | ) |   | (0.08  | ) |   | (0.11  | ) |   | (0.29  | ) |   | (0.10 | )

Notes:

See Item 17 for accompanying consolidated financial statements
  reconciled to United States generally accepted accounting principles for further
  details.

The following table sets out the exchange rates, based on
  noon buying rates as certified by the Bank of Canada, for the conversion of
  United States Dollars (USD) into Canadian Dollars (CAD) in effect at the end
  of the following periods, and the average exchange rates and the range of high
  and low exchange rates for such periods.

|USD/CAD            | Year ended October 31 | 
|------------------ | --------------------- | 
|                   | 2003                  | 
|                   |                       | 
|End of Period      | 1.32                  | 
|Average for Period | 1.44                  | 
|High Period        | 1.54                  | 
|Low for Period     | 1.32                  | 

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- 7 -

The following table sets out the exchange rates, based on noon buying rates as certified by the Bank of Canada, for the conversion of Canadian Dollars (CAD) into South African Rand (ZAR) in effect at the end of the following periods, and the average
exchange rates and the range of high and low exchange rates for such periods.

|CAD/ZAR            | Year ended October 31 | 
|------------------ | --------------------- | 
|                   | 2003                  | 
|End of Period      | 0.192                 | 
|Average for Period | 0.181                 | 
|High Period        | 0.202                 | 
|Low for Period     | 0.156                 | 

B.             
  Capitalization and Indebtedness

Not applicable

C.             
  Reasons for the Offer and Use of Proceeds

Not applicable

D.             
  Risk Factors

Investment in developmental stage ventures such as Anooraq
  is highly speculative and subject to numerous and substantial risks.

The Company faces risks in executing its business plan and
  achieving revenues. The following risks are material risks that the Company
  faces. The Company also faces the risks identified elsewhere in this Annual
  Report on Form 20-F, including those risks identified under Item 4 - Information
  on the Company and Item 5 - Operating and Financial Review and Prospects, and
  in other filings that the Company makes with the Securities and Exchange Commission.
  If any of these risks occur, the Company's business and its operating results
  and financial condition could be seriously harmed and the Company may not be
  able to continue business operations as a going concern.

Exploration and Development

The exploration for and development of mineral deposits involves
  significant risks, which even a combination of careful evaluation, experience
  and knowledge may not eliminate. Although the discovery of an ore body may result
  in substantial rewards, few properties explored are ultimately developed into
  producing mines. Significant expenditures may be required to locate and establish
  ore reserves, to develop metallurgical processes and to construct mining and
  processing facilities at a particular site. It is impossible to ensure that
  the current exploration programs planned by Anooraq and its joint venture partners
  will result in a profitable commercial mining operation. Significant capital
  investment is required to achieve commercial production from successful exploration
  efforts.

The commercial viability of a mineral deposit is dependent
  upon a number of factors. These include deposit attributes such as size, grade
  and proximity to infrastructure, current and future metal prices (which can
  be cyclical), and government regulations, including those relating to prices,
  taxes, royalties,

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land tenure, land use, importing and exporting of minerals
  and necessary supplies and environmental protection. The complete effect of
  these factors, either alone or in combination, cannot be entirely predicted,
  and their impact may result in Anooraq not receiving an adequate return on invested
  capital.

The figures for mineral resources incorporated by reference
  herein are estimates and no assurance can be given that the anticipated tonnages
  and grades will be achieved or that the indicated level of recovery will be
  realized. Market fluctuations and the prices of metals may render resources
  uneconomic. Moreover, short-term operating factors relating to the mineral deposits,
  such as the need for orderly development of the deposits or the processing of
  new or different grades of ore, may cause a mining operation to be unprofitable
  in any particular accounting period.

No Ore

The Platreef Project, which the Company has acquired, and
  the Ga-Phasha Project which it proposes to acquire, are both in the exploration
  stage as opposed to the development stage and have no known body of economic
  mineralization. The known mineralization at these projects has not been determined
  to be economic ore. Although the Company believes that exploration data available
  is encouraging in respect of these properties, there can be no assurance that
  a commercially mineable ore body exists on the Companys properties. There
  is no certainty that any expenditure made in the exploration of the Companys
  mineral properties will result in discoveries of commercially recoverable quantities
  of ore. Such assurance will require completion of final comprehensive feasibility
  studies and, possibly, further associated exploration and other work that concludes
  a potential mine at each of these projects is likely to be economic. In order
  to carry out exploration and development programs of any economic ore body and
  place it into commercial production, the Company must raise substantial additional
  funding.

Additional Funding Requirements

The further development and exploration of the various mineral
  properties in which it holds interests is dependent upon Anooraqs ability
  to obtain financing through any or all of the joint venturing of projects, debt
  financing, equity financing or other means. There is no assurance that Anooraq
  will be successful in obtaining the required financing.

Mining

Mining operations generally involve a high degree of risk.
  Anooraqs operations are subject to all the hazards and risks normally
  encountered in the exploration, development and production of minerals. These
  include unusual and unexpected geological formations, rock falls, flooding and
  other conditions involved in the drilling and removal of material, any of which
  could result in damage to, or destruction of, mines and other producing facilities,
  damage to life or property, environmental damage and possible legal liability.
  Although adequate precautions to minimize risk will be taken, milling operations
  are subject to hazards such as equipment failure or failure of retaining dams
  which may result in environmental pollution and consequent liability which will
  have a material adverse effect on Anooraqs business and results of operation
  and financial condition.

Government Regulation

The exploration and mining activities of Anooraq are subject
  to various South African government and more local laws governing prospecting,
  development, production, taxes, labour standards and occupational health, mine
  safety, toxic substance and other matters. Exploration activities and mining
  are also subject to various federal, provincial and local laws and regulations
  relating to the protection of the environment. These laws mandate, among other
  things, the maintenance of certain air and water quality standards, and land
  reclamation. These laws also set forth limitations on the generation, transportation,
  storage and disposal of solid and hazardous waste. Although Anooraqs activities
  are currently carried

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out in accordance with all applicable rules and regulations,
  no assurance can be given that new rules and regulations will not be enacted
  or that existing rules and regulations will not be applied in a manner which
  could limit or curtail production or development. Amendments to current laws
  and regulations governing operations and activities of exploration, mining and
  milling or more stringent implementation thereof could have a material adverse
  effect on Anooraqs business, results of operation and financial condition.

In March 2003, the Government of South Africa released the
  Royalty Bill outlining the states policies with regard to the payment
  of royalties by mining companies. The Royalty Bill proposes that companies producing
  PGM pay a royalty of 4% from the sales of those metals. The royalty would be
  payable on gross revenue and will be based on deemed values determined from
  published tradable figures, rather than actual accruals to the mining company
  concerned. This may reduce the viability of projects undertaken by the Company.
  The Royalty Bill is presently under discussion and comment. In his annual budget
  speech on February 18, 2004, the South African Minister of Finance announced
  that the implementation of the Royalty Bill, even once finalized, will occur
  only in 2009.

South African Government Empowerment Initiatives

The mining industry in South Africa, where the Companys
  projects are located, is subject to extensive regulation. The regulatory environment
  is developing, lacks clarity in a number of areas and is subject to interpretation,
  review and amendment as the mining industry is further developed and liberalized.
  In addition, the regulatory process entails a public comment process, which
  makes the outcome of the legislation uncertain and may cause delays in the regulatory
  process. A number of significant matters have not been finalized, including
  the Royalty Bill, as well as legislation dealing with beneficiation. Anooraq
  cannot predict the outcome or timing of any amendments or modifications to applicable
  regulations or the interpretation thereof, the release of new regulations or
  their impact on its business.

In October 2002, the South African Government enacted the
  Mineral Development Act that deals with the states policy towards
  the future of ownership of minerals rights and the procedures for conducting
  mining transactions in South Africa. The Mineral Development Act is an
  ambitious statute with wide-ranging objectives, including sustainable development
  and the promotion of equitable access to South Africas mineral wealth
  by the inclusion of Historically Disadvantaged Persons ("HDPs") into the industry.
  On April 23, 2004 the President of South Africa announced that the Mineral
  Development Act will come into effect on May 1, 2004.

The Government has stated it will be issuing permits and licenses
  for prospecting and mining rights to applicants using a scorecard
  approach. Applicants will need to demonstrate their eligibility for consideration
  based upon the number of credits accumulated in terms of quantifiable ownership
  transformation criteria, such as employment equity and human resource development.

Future amendments to, and interpretations of, the economic
  empowerment initiatives by the South African Government and the South African
  courts could adversely affect the business of Anooraq and its operations and
  financial condition.

Title Matters

While Anooraq has no reason to believe that the existence
  and extent of any of its properties is in doubt, title to mining properties
  is subject to potential claims by third parties claiming an interest in them.
  The mineral properties may be subject to previous unregistered agreements or
  transfers, and title may be affected by undetected defects or changes in mineral
  tenure laws. The Company's mineral interests consist of mineral claims, which
  have not been surveyed, and therefore, the precise area and location of such
  claims or rights may be in doubt. The failure to comply with all applicable
  laws and regulations,

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including the failure to pay taxes or to carry out and file
  assessment work, may invalidate title to portions of the properties where the
  mineral rights are held by Anooraq.

Economic Risk

The likelihood of the future profitability of Anooraqs
  operations may be significantly affected by changes in the market price of the
  metals it mines or explores for. The prices of PGM are volatile, and are affected
  by numerous factors beyond Anooraqs control. The level of interest rates,
  the rate of inflation, world supply of PGM and stability of exchange rates can
  all cause fluctuations in these prices. Such external economic factors are in
  turn influenced by changes in international investment patterns and monetary
  systems and political developments. The prices of PGM have fluctuated in recent
  years, and future significant price declines could cause commercial production
  to be uneconomic and may have a material adverse effect on Anooraqs business,
  results of operations and financial condition.

Insurance and Uninsured Risks

Anooraqs exploration operations are subject to a number
  of risks and hazards generally, including adverse environmental conditions,
  industrial accidents, labour disputes, unusual or unexpected geological conditions,
  ground or slope failures, cave-ins, changes in the regulatory environment and
  natural phenomena such as inclement weather conditions, floods and earthquakes.
  Such occurrences could result in damage to mineral properties or production
  facilities, personal injury or death, environmental damage to Anooraqs
  properties or the properties of others, delays in mining, monetary losses and
  possible legal liability.

Although Anooraq maintains insurance to protect against certain
  risks in such amounts as it considers is reasonable, its insurance will not
  cover all the potential risks associated with a mining companys operations.
  Anooraq may also be unable to maintain insurance to cover these risks at economically
  feasible premiums.

Insurance coverage may not continue to be available or may
  not be adequate to cover any resulting liability. Moreover, insurance against
  risks such as environmental pollution or other hazards as a result of exploration
  and production is not generally available to Anooraq or to other companies in
  the mining industry on acceptable terms. Anooraq might also become subject to
  liability for pollution or other hazards which may not be insured against or
  which Anooraq may elect not to insure against because of premium costs or other
  reasons. Losses from these events may cause Anooraq to incur significant costs
  that could have a material adverse effect upon its financial performance and
  results of operations.

Political Risk

A substantial portion of the assets of Anooraq is located
  in a jurisdiction outside of United States. As a result, it may be difficult
  for investors in United States to enforce judgments obtained against Anooraq
  in the United The Republic of South Africa has recently undergone major constitutional
  changes to effect majority rule, and mineral title. Accordingly, all laws may
  be considered relatively new, resulting in risks such as possible misinterpretation
  of new laws, unilateral modification of mining or exploration rights, operating
  restrictions, increased taxes, environmental regulation, mine safety and other
  risks arising out of a new sovereignty over mining, any or all of which could
  have an adverse impact upon Anooraq. Anooraqs operations may also be affected
  in varying degrees by political and economic instability, terrorism, crime,
  extreme fluctuations in currency exchange rates, and inflation.

Changes, if any, in mining or investment policies or shifts
  in political attitude in South Africa may adversely affect Anooraqs operations
  or likelihood of future profitability. Operations may be affected in varying
  degrees by government regulations with respect to, but not limited to, restrictions
  on production, price controls, export controls, currency remittance, income
  taxes, expropriation of property, foreign

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investment, maintenance of claims, environmental legislation,
  land use, land claims of local people, water use and mine safety.

The political situation in South Africa introduces a certain
  degree of risk with respect to Anooraqs activities. The Government of
  South Africa exercises control over such matters as exploration and mining licensing,
  permitting, exporting and taxation, which may adversely impact on Anooraqs
  ability to carry out exploration, development and mining activities. Failure
  to comply strictly with applicable laws, regulations and local practices relating
  to mineral right applications and tenure, could result in loss, reduction or
  expropriation of entitlements, or the imposition of additional local or foreign
  parties as joint venture partners with carried or other interests.

Joint Venture Risks

Anooraq holds the bulk of its assets in the form of participation
  interests by Plateau in joint ventures. Plateaus interest in these projects
  is subject to the risks normally associated with the conduct of joint ventures.
  The existence or occurrence of one or more of the following circumstances and
  events could have a material adverse impact on Plateaus profitability
  or the viability of its interests held through joint ventures, which could have
  a material adverse impact on Anooraqs future cash flows, earnings, results
  of operations and financial condition: (i) disagreement with joint venture partners
  on how to proceed with exploration programs and how to develop and operate mines
  efficiently; (ii) inability of joint venture partners to meet their obligations
  to the joint venture or third parties; and (iii) litigation between joint venture
  partners regarding joint venture matters.( See Item 4D for a description of
  a current dispute with a Joint Venture Partner)

Competition

The mineral exploration and mining business is competitive
  in all of its phases. Anooraq competes with numerous other companies and individuals,
  including competitors with greater financial, technical and other resources
  than Anooraq, in the search for and the acquisition of attractive mineral properties.
  Anooraqs ability to acquire properties in the future will depend not only
  on its ability to develop its present properties, but also on its ability to
  select and acquire suitable producing properties or prospects for mineral exploration.
  There is no assurance that Anooraq will continue to be able to compete successfully
  with its competitors in acquiring such properties or prospects.

Environmental Risks

Environmental legislation is evolving in a manner that will
  require stricter standards and enforcement, increased fines and penalties for
  non-compliance, more stringent environmental assessments of proposed projects
  and a heightened degree of responsibility for companies and their officers,
  directors and employees. There can be no assurance that future changes to environmental
  regulation, if any, will not adversely affect Anooraqs operations. Environmental
  hazards may exist on the properties in which Anooraq holds interests which are
  unknown to Anooraq at present and which have been caused by previous or existing
  owners or operators of the properties. Furthermore, compliance with environmental
  reclamation, closure and other requirements may involve significant costs and
  other liabilities. In particular, Anooraqs operations and exploration
  activities are subject to South African national and provincial laws and regulations
  governing protection of the environment. These laws are continually changing
  and, in general, are becoming more restrictive.

Dependence on Key Personnel

Anooraq is dependent on a relatively small number of key employees,
  the loss of any of whom could have an adverse effect on Anooraq. HIV/AIDS is
  prevalent in Southern Africa. Employees or contractors of the Company may have
  or could contract this potentially deadly virus. There has been a steady

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emigration of skilled personnel from Southern Africa in recent
  years. Generally, the prevalence of HIV/AIDS could cause lost employee man-hours
  and the emigration of skilled employees could adversely affect Anooraqs
  ability to retain its employees.

Exchange Rate Fluctuations

Anooraq conducts operations in currencies other than Canadian
  dollars. Of particular significance is the fact that Anooraqs operations
  in South Africa are almost entirely paid for in South African rand, which has
  historically devalued against the United States dollar, but which recently has
  shown unexpected and substantial strength against most major world currencies,
  including the United States dollar. The strength in the South African rand,
  if it continues, will negatively impact the potential profitability of Anooraqs
  mining operations.

The price of PGM is denominated in United States dollars and,
  accordingly, Anooraqs results of operations, if any, will be denominated
  and paid in United States dollars. In order to earn or maintain property interests,
  certain of Anooraqs payments are to be made in the local currency in the
  jurisdiction where the applicable property is located. As a result, fluctuations
  in the United States dollar against the Canadian dollar and in each of those
  currencies against local currencies against the South African rand or other
  jurisdictions where properties of Anooraq are located, could have a material
  adverse effect on Anooraqs financial results which are denominated and
  reported in Canadian dollars.

Foreign Subsidiaries

Anooraq conducts operations through foreign subsidiaries and
  joint ventures, and substantially all of its assets are held in such entities.
  Accordingly any limitation on the transfer of cash or other assets between the
  parent corporation and such entities, or among such entities, could restrict
  Anooraqs ability to fund its operations efficiently. Any such limitations,
  or the perception that such limitations may exist in the future, could have
  an adverse impact upon Anooraqs valuation and stock price.

Anooraq Has No History of Earnings and No Foreseeable
  Earnings

Anooraq has a long history of losses and there can be no assurance
  that Anooraq will ever be profitable. Anooraq has paid no dividends on its shares
  since incorporation. Anooraq anticipates that it will retain future earnings
  and other cash resources for the future operation and development of its business.
  Anooraq does not intend to declare or pay any cash dividends in the foreseeable
  future. Payment of any future dividends is at the discretion of Anooraqs
  board of directors after taking into account many factors including Anooraqs
  operating results, financial conditions and anticipated cash needs.

Going Concern Assumption

Anooraqs consolidated financial statements have been
  prepared assuming Anooraq will continue as a going concern; however unless ongoing
  additional funding is obtained this assumption may have to change and Anooraqs
  assets may have to be written-down to asset prices realizable in insolvency
  or distress circumstances.

Anooraqs Share Price is Volatile

The market price of a publicly traded stock, especially a
  resource issuer like Anooraq, is affected by many variables not directly related
  to the exploration success of Anooraq, including the market for junior resource
  stocks, the strength of the economy generally, the availability and attractiveness
  of alternative investments, and the breadth of the public market for the stock.
  The effect of these and other factors on the market price of the common shares
  suggests Anooraqs shares will continue to be volatile.

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Anooraqs Directors and Officers are Part-Time
  and Serve as Directors and Officers of Other Companies

All of the directors and officers of Anooraq serve as officers
  and/or directors of other resource exploration companies and are engaged in,
  and will continue to be engaged in, the search for additional resource opportunities
  on their own behalf and on behalf of other companies, and situations may arise
  where these directors and officers will be in direct competition with Anooraq.
  Such potential conflicts, if any, will be dealt with in accordance with the
  relevant provisions of British Columbia corporate and common law. In order to
  avoid the possible conflict of interest which may arise between the directors
  duties to Anooraq and their duties to the other companies on whose boards they
  serve, the directors and officers of Anooraq expect that participation in exploration
  prospects offered to the directors will be allocated between the various companies
  that they serve on the basis of prudent business judgement and the relative
  financial abilities and needs of the companies to participate. The success of
  Anooraq and its ability to continue to carry on operations is dependent upon
  its ability to retain the services of certain key employees and members of its
  board of directors.

Likely PFIC Status Has Possible Adverse Tax Consequences
  for U.S. Investors

Potential investors who are U.S. taxpayers should be aware
  that Anooraq expects to be a passive foreign investment company ("PFIC") for
  the current fiscal year, and may also have been a PFIC in prior years and may
  also be a PFIC in subsequent years. If Anooraq is a PFIC for any year during
  a U.S. taxpayers holding period, then such U.S. taxpayer generally will
  be required to treat any so-called "excess distribution" received on its common
  shares, or any gain realized upon a disposition of common shares, as ordinary
  income and to pay an interest charge on a portion of such distribution or gain,
  unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market
  election with respect to the shares of Anooraq. In certain circumstances, the
  sum of the tax and the interest charge may exceed the amount of the excess distribution
  received, or the amount of proceeds of disposition realized, by the taxpayer.
  A U.S. taxpayer who makes a QEF election generally must report on a current
  basis its share of Anooraqs net capital gain and ordinary earnings for
  any year in which Anooraq is a PFIC, whether or not Anooraq distributes any
  amounts to its shareholders. A U.S. taxpayer who makes the mark-to-market election
  generally must include as ordinary income each year the excess of the fair market
  value of the common shares over the taxpayers tax basis therein. U.S.
  taxpayers are advised to seek the counsel of their professional tax advisors.

Significant Potential Equity Dilution

At March 31, 2004 there were 4,510,000 options and 5,333,334
  warrants of Anooraq outstanding, all of which were in-the-money. As a consequence
  of the passage of time since the date of their original sale and issuance, no
  options of Anooraq remain subject to any hold period restrictions in Canada
  or the United States as of March 31, 2004. The 5,333,334 outstanding warrants
  of Anooraq are subject to hold restrictions until April 24, 2004.

Dilutive securities represent approximately 18% of Anooraqs
  issued shares as at March 31, 2004.

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ITEM **4**
  INFORMATION ON THE COMPANY

SUMMARY

A.             
  History and Development of the Company

Head Office

Anooraq was incorporated under and continues to subsist under
  the laws of the Province of British Columbia, Canada. The Companys business
  office is located at Suite 1020 - 800 West Pender Street, Vancouver, British
  Columbia V6C 2V6 (604) 684-6365. The Companys registered office is located
  c/o its British Columbia attorneys at Suite 1500, 1055 West Georgia Street,
  Vancouver, B.C. V6E 4N7 (604) 689-9111.

Corporation Organization

The legal name of the company which is the subject of this
  Form 20-F is "Anooraq Resources Corporation" (herein "Anooraq or the Company").
  Anooraq was incorporated in British Columbia, Canada on April 19, 1983.

From 1996 to mid 1999 the Companys mineral exploration
  was focused on metal prospects located in Mexico. In October 1999, the Company
  refocused its exploration on a South African platinum group metals project,
  the Platreef Project (see Item 2). The Company has two active Cayman Islands
  subsidiaries, N1C Resources Inc. ("N1C") and N2C Resources Inc. ("N2C). These
  two subsidiaries were incorporated on December 2, 1999 under the laws of the
  Cayman Islands, BWI, and their use represents a common method for Canadian mining
  companies to hold foreign resource assets through outside-of-Canada corporations
  for legitimate Canadian tax planning considerations. The two-subsidiary structure
  was adopted by the Company with a view to minimizing exposure to potential capital
  gains taxes if the Companys South African exploration is successful. The
  Company holds 100% of the shares of N1C, which in turn holds 100% of the N2C
  shares. N2C holds 100% of the shares of Plateau Resources (Proprietary) Limited
  (herein "Plateau"), a private South African mining corporation that holds the
  legal rights to the mineral interests ("farms") comprising the Platreef Project.

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The Companys principal capital expenditures (there have
  been no material divestitures) over the three fiscal years ended October 31,
  2003 are as follows:

|Amounts Deferred (capitalized)
|------------------------------
|Year                          
|2003                          
|2002                          
|2001                          
|2000                          

B. Business Overview

1. Anooraqs Business Strategy and Principal Activities

Anooraq is in the business of acquiring and exploring prospective
  mineral properties. During 2003 the Companys principal focus was exploration
  of the Platreef Project, a platinum metals group prospect held by a private
  South African corporation, through Plateau which is now a subsidiary. A reference
  herein to the "Platreef Project" is intended to refer to the physical property
  and not the legal structure under which the Company indirectly holds its interest
  in the Platreef Project.

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The Platreef Project is situated on the geological trend known
  as the "Bushveld Complex" in the Republic of South Africa. The Platreef Project,
  which the Company is actively exploring, is of interest geologically because
  it is a layered mafic intrusive complex, a geological setting known to be associated
  with platinum group metals. No ore is known to exist at the Platreef Project
  and a great deal of exploration is still required before any economic feasibility
  can be considered.

Anooraq does not have any operating revenue although historically
  it has had annual interest revenue as a consequence of investing surplus funds
  pending the completion of exploration programs.

2.Mining and Exploration in South Africa Generally

The South African mining sector has undergone a series of
  significant legislative changes in the past two years. These changes include
  the introduction of:

- the Mineral Development Act;
- the Charter and the related check-list document released in February 2003
    (the Scorecard); and
- the Royalty Bill.

In order to understand these legislative changes, the form
  of old order mineral tenure that currently prevails in South Africa
  and which will be significantly altered and replaced by a new order
  form of mineral tenure by virtue of such changes must first be discussed.

Old Order Mineral Tenure in South Africa

South African mineral tenure is currently governed primarily
  by the common law and the Minerals Act 1991 (Minerals Act). The
  South African system of mineral rights has developed over many years to its
  present state under a dual system in which some of the mineral rights are owned
  by the State, and some by private holders. The State controls the exercise of
  prospecting and mining rights under the administrative system of prospecting
  permits and mining authorizations referred to below. Mineral rights are officially
  registered and are tradeable. They have historically been the subject of considerable
  financial investment that has resulted in the acquisition and registration of
  rights by prospectors and miners over relevant areas of interest.

Mineral rights represent a parcel of rights including the
  rights to prospect and mine (although the exercise of such rights is subject
  to authorization under the Minerals Act) together with ancillary rights to do
  what is reasonably necessary in order to effectively carry on prospecting or
  mining operations. The holder of mineral rights may grant subordinate rights
  to prospect under a prospecting contract or grant subordinate rights to mine
  under a mineral lease or may sell or otherwise dispose of the rights. The term
  farm is frequently used to identify the land area to which rights
  have been granted. The mineral rights owner is ordinarily compensated by the
  exploiter of the minerals for the depletion of the non-renewable resource through
  the outright purchase of the mineral rights, or, less commonly, through the
  payment of royalties.

In South Africa, the mineral right owner is not permitted
  to prospect or mine for minerals without having obtained a prospecting permit
  or mining authorization from the State. These licenses are not transferable.
  They are aimed at controlling prospecting and mining, having regard to considerations
  of health and safety, environmental rehabilitation and responsible extraction
  of the ore. Conversely, a prospecting permit or mining authorization cannot
  be granted unless the applicant is the holder of the relevant mineral right
  or has acquired the holders consent to prospect or mine. Reconnaissance
  work can and does take

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place without the necessity to hold a permit, provided the
  work does not fall within the definition of prospecting in the Minerals
  Act.

New Order Mineral Tenure in South Africa

The Mineral Development Act was assented to on 3 October 2002
  and will come into effect on 1 May, 2004. The Mineral Development Act is an
  ambitious statute with wide-ranging objectives, including sustainable development
  and the promotion of equitable access to South Africas mineral wealth
  by the inclusion of HDPs in the industry.

The Mineral Development Act legislates the abolition of private
  mineral rights in South Africa and replaces them with a system of state licensing
  based on the patrimony over minerals being vested in the nation, as is the case
  with the bulk of minerals in other established mining jurisdictions such as
  Canada and Australia. Use it or lose it principles will now apply
  in respect of mineral rights. Most of the complexity of the new regime lies
  in the transitional provisions which deal with the conversion of so called old
  order rights to new order rights. Private holders of old order
  mineral rights will have limited exclusive time periods to convert these rights
  to new order rights once the Mineral Development Act comes into effect. Holders
  of old-order mining rights in respect of which a mining authorization has been
  granted under the Minerals Act will have five years to lodge their rights for
  conversion into new order mineral rights. A period of two years will be allowed
  for old order mineral rights in respect of which a prospecting permit has been
  issued under the Minerals Act to be converted to new order prospecting or mining
  rights. Security of tenure will thereafter be guaranteed for a period of up
  to 5 years with respect to prospecting rights, and up to 30 years with respect
  to mining rights, subject to ongoing compliance with the conditions of grant.

In order to be able to convert old order rights to new order
  rights, the holder:

must hold the underlying right (to mine or prospect, as the case may
      be) in terms of the common law or legislation prevailing immediately before
      the coming into effect of the Mineral Development Act;
    must hold a mining authorisation or prospecting permit, as the case may
      be, issued in terms of the Minerals Act;
    must be actively conducting mining or prospecting operations, as the case
      may be, on the relevant property on the date that the Mineral Development
      Act comes into effect (that is, the right must not be an unused
      old order right);
    must lodge its old order right for conversion at the relevant office of
      the Department of Minerals and Energy (the DME);
    for mining rights, is required (under Schedule II, item 7, of the Mineral
      Development Act) to give effect to the BEE and socio-economic
      objectives set out in Sections 2(d) and (f) of the Mineral Development
      Act (the Objectives); and
    for mining rights, must submit a prescribed social and labour plan.


A person converting an existing mining right has to commit
  to giving effect to the Objectives. In general, these Objectives are embodied
  in the Charter and are discussed below. No undertaking to promote the Objectives
  is required under the Mineral Development Act for the conversion of existing
  prospecting rights.

The current rights optioned and permitted by the Company do
  not fall in the category of unused old order rights, but are classified
  as old order prospecting rights. As such, a period of two years
  will be allowed for such rights to be converted to new order prospecting or
  mining rights.

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- 18 -

In relation to any old order right with respect to which a
  mining authorization or prospecting permit will not have been issued when the
  Mineral Development Act comes into effect, there will be a one year period during
  which the holder has an exclusive right to apply for a new order right. A person
  applying for a new mining right (as opposed to converting an old order mining
  right) will have to demonstrate, among other requirements, that the Objectives
  and the imperatives of the Charter will be advanced by the grant of the right.
  In practice, this will probably mean that the applicant will already have to
  have met the BEE targets set out in the Charter for the purposes of that application.
  In relation to applications for new prospecting rights, it is unclear whether
  the Minister will require applicants to be in strict compliance with these targets.

The Charter sets out the major areas in which change is required
  in the South African mining industry, such as ownership, human resource development,
  employment equity, procurement, community and rural development and the beneficiation
  of minerals. The details for the beneficiation requirements will be set out
  in a further statute. The Charter will not have the force of the law and, it
  appears, could be amended at any time by the Minister. It is a document published
  under section 100(2)(a) of the Mineral Development Act, which sets the framework,
  targets and timetable for effecting the entry of HDPs into the mining industry.
  The Charter (as read with the Scorecard) requires each mining company to achieve
  the following BEE ownership targets (the HDP Ownership Targets)
  for the purposes of qualifying for the grant of new order rights:

- 15% ownership by HDPs in that company or in its attributable
      units of production within 5 years of the coming into force of the Mineral
      Development Act; and
- 26% ownership by HDPs in that company or in its attributable
      units of production within 10 years of the Mineral Development Act
      coming into effect.

The Scorecard is a check-list that requires mining companies
  to indicate the extent of their achievement in the aspirational areas for empowerment
  identified by the Charter. Each companys points on the Scorecard will
  be used by the Minister in deciding applications for new order rights by that
  company.

In March 2003, the Government released the Royalty Bill outlining
  the states policies with regard to the payment of royalties by mining
  companies. The Bill proposes that companies producing PGM pay a royalty of 4%
  from the sales of those metals. The royalty would be payable on gross revenue
  and will be based on deemed values determined from published tradable figures,
  rather than actual accruals to the mining company concerned. The Royalty Bill
  is presently under discussion and comment. In his annual budget speech on February
  18, 2004 the South African Minister of Finance announced that the implementation
  of the Royalty Bill, even once finalized, will occur only in 2009.

Current State prospecting fees range from ZAR 3 per hectare
  in year one to ZAR 7 per hectare in year five. Currently, State royalties on
  precious metals are 1% of gross revenue. This royalty rate is currently being
  reviewed and may be amended by the State. These amounts will become payable
  to the State upon conversion of "old order" rights to "new order" rights, and
  do not take existing commitments towards current mineral rights holders into
  account.

C.             
  Organizational Structure

Anooraq operates through one wholly-owned principal subsidiary,
  Plateau Resources (Proprietary) Limited ("Plateau") which holds Anooraqs
  rights to the Platreef Project in the Republic of South Africa.

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- 19 -

D.             
  Property, Plant and Equipment

The Platreef Project has no mining, plant or equipment located
  thereon although the project has field accommodation and miscellaneous exploration
  equipment on site.

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- 20 -

FURTHER PARTICULARS OF ANOORAQS PROPERTIES

Cautionary Note to US Readers Concerning
  the use of "Inferred Resources" and other Technical Terminology used
  in Canada

The technical discussions in this 20F use the term "Inferred
  Resources" and other technical terms, which will be capitalized. U.S. readers
  are cautioned that while these terms are recognized and mandated by Canadian
  Securities Regulators, the U.S. Securities and Exchange Commission does not
  recognize them. For example, "Inferred Resources" have a great amount
  of uncertainty as to their nature, quality and quantity and to their actual
  or potential economic feasibility. It must not be assumed that all or any part
  of an Inferred Resource will ever be “ore” or upgraded to a higher
  category. Under Canadian mining disclosure rules, estimates of Inferred Resources
  may not be used to form the basis of feasibility or other economic studies,
  except for what is referred to as a 'Preliminary Assessment'. U.S. readers are
  cautioned not to assume that part or all of an Inferred Resource contains an
  economically meaningful amount of mineralization or that it is or will be economically
  mineable.



Figure 1. Location of Platreef (currently owned) and Ga-Phasha
  Properties (proposed to be 
  acquired), South Africa

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- 21 -

Regional Geology

The Bushveld Intrusive Complex is host to stratiform PGM deposits.
  PGM are found in association with nickel and copper sulphides. The Bushveld
  was formed when a large body of mafic magma was emplaced in the earths
  crust. Thereafter, the mafic magma slowly cooled. During the cooling, silicate
  and sulphide minerals crystallized and sank to the bottom of the magma chamber
  to form texturally distinctive layers. The removal of the more refractory minerals
  in this way depletes or enriches the residual melt in various elements. The
  magma thus changes composition continuously until solidification is complete.
  As a result, the PGM, nickel and copper when in the presence of a sulphide phase,
  can become sufficiently enriched to form mineralized horizons at predictable
  levels within the intrusion.

The Bushveld Complex consists of four main compartments or
  limbs, the Northern (Potgietersrus) Limb, the Far Western, Western and Eastern
  Limbs. The magmas supplied to these compartments had common origins and were
  subject to similar liquid stratification and fractional crystallization processes
  on cooling. Originally, it was thought that the limbs comprised a single, large,
  300-kilometre diameter, saucer-shaped intrusion, however, more recently it has
  been suggested that each limb had its own feeder system through which magma
  was channelled and became interconnected only at higher levels in the intrusion.
  The rocks in these limbs form a layered sequence up to eight kilometers in thickness.

A characteristic of the Bushveld Complex is that many of the
  layers, including the economically important horizons the Merensky Reef and
  UG2 chromitite, are continuous over tens of kilometers. However, the uniformity
  of both the Merensky and the UG2 horizons is disrupted in places, by small circular
  depressions known as potholes.

In the Western and Eastern Bushveld complex, PGM mineralization
  is currently extracted from two main PGM-bearing horizons, the Merensky Reef
  (named after its discoverer) and the 60-90 centimeters thick UG2 chromitite
  (chromite-bearing) layer. The UG2 is situated 50 meters to 350 meters below
  the Merensky Reef. Overall grades for the Merensky and UG2 Reef are similar,
  but platinum and palladium occur in more equal proportions in UG2 than in the
  platinum-rich Merensky Reef. The UG2 Reef also contains more than double the
  amount of rhodium. The Platreef is the third PGM-bearing horizon in the Bushveld.
  It lies at a similar stratigraphic level to the Merensky Reef but is much thicker,
  in places up to 150 meters thick. Mineralogically it is also similar to the
  Merensky Reef, being much more nickel-rich than the UG2, but has a platinum-palladium
  ratio closer to 1:1.

The Platreef Project

Location, Access and Infrastructure

The mineral tenures comprising the Platreef Project are approximately
  centered at latitude 24° south and longitude 29° east in the Limpopo
  Province of the Republic of South Africa. The Project is located approximately
  275 kilometers north-northeast of Johannesburg.

Access from Johannesburg to the Central Block of the Project-area
  is via highway N1 to the city of Mokopane (formerly Potgietersrus), then 35
  kilometers to the north-northwest via well-maintained secondary roads. There
  are nearby highways, railways, and high-capacity electrical transmission lines.

Topography and Climate

The terrain is relatively flat terrain, with a mean elevation
  of 1,100 m; therefore there are no prohibitive physical obstacles to inhibit
  exploration of the Platreef Project. Vegetation is generally sparse and

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- 22 -

consists mostly of various thorn bushes. The climate is arid
  with moderate winter temperatures in the 20°C range, typically increasing
  to 35°C in summer. Water from existing community wells and a well sunk by
  Anooraq is available for drilling on the property. Groundwater studies will
  be required to identify adequate supplies of process water for any mining operation.

Mineral Holdings and Agreements

As of December 2003, the Platreef Projects consists of prospecting
  rights as tabulated below. For ease of project management, the Platreef properties
  have been subdivided into four areas, consisting of the North Block, Central
  Block, Rietfontein Block and South Block as shown in Figure 2.

|Mineral Holdings               
|-------------------------------
|Owner                          
|DME                            
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|Total Area:                    
|LMT                            
|(now held                      
|by the State)                  
|                               
|Total Area:                    
|PRIVATE                        
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|Total Area:                    
|Total Land Holdings (hectares):

The mineral rights to the farms Rietfontein, Drenthe and Malokongskop
  were administered by the LMT and are now administered by the DME. Farms Witrivier,
  Dorstland and Noord Holland have been, and are administered by the

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- 23 -

DME. The mineral rights for Elandsfontein, Hamburg, Chlun,
  Cyferkuil, Elberfield, Gibeon, Gilead, Haakdoornkuil, Ham, Naboomfontein, Rondeboschje,
  Swerwerskraal and Vaalkop are held privately. Prior to commencing exploration
  on the farms, Plateau was required to obtain Prospecting Permits for each of
  the farms from the DME. Plateau currently holds valid permits for each of the
  farms. Plateau has also negotiated and obtained Prospecting Contracts for each
  farm; DME issued the Contracts for Witrivier, Dortsland and Noord Holland and
  the LMT issued the Contracts for Rietfontein, Drenthe and Malokongskop.

In October 1999, the Company acquired a two-stage right to
  purchase up to 100% of Pinnacle Resources Inc.'s ("Pinnacle") South African
  subsidiary, Plateau Resources (Proprietary) Limited ("Plateau"), which holds
  the Platreef PGM properties located on the Northern Limb of the Bushveld Complex
  in South Africa. The properties include: Rietfontein 2KS, Drenthe 778LR, Witrivier
  777LR and Dortsland 768LR.

The Company acquired its rights under an October 1999 agreement
  with Pinnacle as a consequence of reaching a settlement agreement with Gladiator
  Minerals Inc. (subsequently renamed Hinterland Metals Inc. (Hinterland)),
  pursuant to which Anooraq would issue shares in stages to Hinterland, to a maximum
  of 875,000 shares, as Anooraq proceeded with investments in Plateau. Under this
  agreement, 378,500 shares have been issued to Hinterland. On November 13, 2003,
  the Company issued 400,000 common shares to Hinterland as full and final settlement
  under this agreement.

On May 23, 2000, the Company added to its mineral rights in
  the region by acquiring through Plateau the option to purchase a 100% interest
  in a portion of the Elandsfontein 766 LR farm located contiguous to the pre-existing
  Platreef properties, pursuant to an agreement with MSA Projects (Proprietary)
  Limited (the "Heads of" Agreement). The option requires staged issuances totalling
  500,000 common shares of the Company (412,500 shares issued to January 31, 2004)
  and aggregate cash payments of US$350,000 (of which US$40,500 and Cdn$15,000
  have been paid).

In July 2001, Plateau acquired the right to purchase a 100
  percent interest in farms Hamburg 737 LR (2,126 hectares) and Elandsfontein
  766 LR Portion 1 (428 hectares), located contiguous to the north end of the
  then-existing Platreef properties. Consideration for the exploration rights
  to these farms, which are in effect for a five year term, consists of payments
  of US$2.00 per hectare in year one escalating in stages to US$4.50 per hectare
  in year five. To purchase the farms outright, a payment of US$325 per hectare
  is required if the option is exercised in year one, US$390 per hectare in year
  two, US$455 per hectare in year three, US$520 per hectare in year four and US$600
  per hectare in year five.

On August 28, 2001, the Company completed an agreement to
  purchase from Pinnacle the remaining outstanding common shares of Plateau that
  it did not own in consideration for the issuance of 7.5 million of its common
  shares at an aggregate cost of $4.2 million. In connection with this acquisition,
  the original loan facility and share purchase agreement between Anooraq and
  Pinnacle was purchased for consideration of 4,500,000 Anooraq warrants exercisable
  at $0.70 until August 28, 2003. These warrants were exercised in their entirety
  in July 2003.

In October 2001, Plateau was granted the right to conduct
  exploration on the farms for five years, with an option to extend the Prospecting
  Contracts for an additional two years (years 5-7). In addition, the terms have
  been negotiated to convert the Prospecting Contracts to Mining Leases, which
  may be done at any time during the seven-year period. The Mining Leases would
  be subject to a royalty payable to the State of 1% on 80% of future production.
  The farms are not currently subject to any royalties with the mineral rights
  holder.

In January 2002, Plateau entered into a notarial prospecting
  contract with the Republic of South Africa on the farm Noord Holland 775 (1,229
  hectares). The exploration rights to this farm are initially in effect for a
  five year term consisting of payments of ZAR 3 per hectare in year one escalating
  in stages to ZAR 7 in year five. Additionally, an application for extension
  of the exploration rights for three more years is possible and consists of payments
  of ZAR 14 in year six and escalating to ZAR 18 in year eight of the prospecting
  period.

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- 24 -

In April 2002, the Company acquired the Noord Holland 775
  LR farm (1,229 hectares) from the South African Department of Mines and Energy,
  bringing the aggregate land package of its Platreef Property to approximately
  13,400 hectares.

On November 30, 2002, Plateau amended its prospecting agreement
  with C. de Vos Tabakplanters on Farm Elandsfontein 766 Ptn 2 (747 hectares)
  for a three-year term. Consideration for these exploration rights are ZAR 18
  per hectare for year one, ZAR 20 per hectare in year two and ZAR 22 per hectare
  in year three.

Rietfontein

On October 10, 2001, the Company completed an agreement with
  African Minerals Ltd. (AML), a private affiliate of Ivanhoe Capital
  Corporation, whereby AML has the right to earn a 50% joint venture interest
  in the Company's 2,900 hectare Rietfontein 2KS farm (Rietfontein).
  Under the terms of this agreement, AML must incur at least $750,000 in expenditures
  pursuant to exploration activities undertaken on Rietfontein in accordance with
  an approved program in each of the ensuing two years (of which the year one
  program has been completed) to obtain the right to form a 50/50 joint venture
  with the Company on Rietfontein. There continues disagreement over budgets,
  compilation and analysis of the exploration results, and the overall adequacy
  and completeness of AML's exploration activities which affects whether AML completed
  its earn-in requirements. The Company and AML are currently in an arbitration
  process, pursuant to the terms of the earn-in agreement. The outcome of the
  arbitration is not currently determinable.

Rustenburg

On May 16, 2002, the Company completed an agreement with Rustenburg
  Platinum Mines Limited (Rustenburg), a subsidiary of Anglo American
  Platinum Corporation Limited (together Anglo Platinum), for the
  right to acquire up to an 80% interest in twelve new PGM properties located
  on the Northern Limb of the Bushveld Complex. Under the agreements with Anglo
  Platinum, the Company has acquired an initial 50% interest in the PGM rights
  to the twelve farms and can maintain this interest by making staged exploration
  expenditure totalling ZAR 25 million within five years. The Company is required
  to spend ZAR 2.5 million in year one (which has been completed), ZAR 5 million
  in each of years two, three, and four, and ZAR 7.5 million in year five.

When a mineral resource is identified, the Company can earn
  an additional 30% interest by bringing the property into commercial production.
  Rustenburg will retain a 20% interest in the joint venture. The agreements also
  include plans to involve local communities in future development of the properties.
  Any participation by local and regional communities will be provided out of
  Rustenburg's interest and any participation in the venture by a Historically
  Disadvantaged South Africans ("HDSA") partner will be provided out of the Companys
  interest.

Drenthe-Overysel

On November 26, 2003, the Company entered into a Joint Venture
  Agreement with Potgietersrust Platinums Limited (PPRust), a wholly
  owned subsidiary of Anglo American Platinum. The Joint Venture was formed to
  explore and develop PGMs, gold and nickel mineralization on the Companys
  Drenthe 778LR and Witrivier 777LR farms and PPRusts adjacent Overysel
  815LR farm. These farms are located on the Northern Limb of the Bushveld Complex.

The objective is to explore and develop a large-scale, open
  pit deposit, utilizing nearby milling, smelting and refining facilities that
  could provide substantial cost advantages to a new mining project. The Company
  is contributing its rights to the Drenthe 778LR farm on which a large PGM-nickel
  resource has been outlined in the Drenthe deposit, and the Witrivier 777LR farm
  if the deposit extends north on to Witrivier. PPRust is contributing its rights
  to the northern portion of the Overysel 815LR farm, lying south of and contiguous
  to the Drenthe 778LR farm.

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- 25 -

Pursuant to the terms of the Joint Venture Agreement, Anooraq
  and Anglo Platinum will form an initial 50/50 Joint Venture (the JV)
  to explore these farms for a period of up to five years. During that period,
  Anooraq will operate the exploration programs, and spend up to ZAR 12.35 million
  on behalf of the JV. Anooraq will then have the option to proceed on a year-by-year
  basis and to take the project to a Bankable Feasibility Study (BFS).

Once the BFS has been completed, the parties, by agreement,
  may proceed to exploitation subject to relevant regulatory requirements. If
  both partners decide to proceed, then a joint management committee will be established
  to oversee development and operations. At commencement of exploitation the Joint
  Venture interest allotted to each of Anooraq and Anglo Platinum will be determined
  in proportion to the relative value of the metals contained in each contributed
  property as reflected in the BFS. During development, the JV will be seeking
  a BEE to participate in the project, with the JV partners dividing the remaining
  interest.

Should Anooraq choose not to proceed, then Anglo Platinum
  shall have the option to acquire Plateaus interest at the aggregate of
  (i) the net present value of exploiting Plateaus mineral rights as a stand
  alone mining operation, by applying an agreed discount rate, as determined in
  the BFS, and (ii) all Exploration Expenditures incurred by Plateau up to the
  completion of the BFS. Should Anglo Platinum decide not to contribute to exploitation,
  it will remain entitled to be dilute to a minimum 12.5% non-contributory interest,
  adjusted depending on the final PGM royalty established under the Mineral and
  Petroleum Royalty Bill, to a maximum of 15%.

Anglo Platinum has undertaken to enter into a PGM Ore or Concentrate
  Purchase and Disposal Agreement 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 has recently completed construction
  of a new PGM smelter at Polokwane, located approximately 80 km east of the property.

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- 26 -

Figure 2. Property Holdings, Platreef Project



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- 27 -

Project Technical Overview

The following is summarized from company files, the March 2004
  Technical Report on the Platreef Properties by Keith Roberts, M.Sc., Ph.D.,
  P.Geo., and the December 2003 Preliminary Assessment of the Drenthe Deposit
  by M. Sperinck, B.Sc., MAusIMM, Pr. Sci. Nat.

Exploration History

Dr. Hans Merensky first discovered PGM in the Northern Limb
  of the Bushveld Complex in 1924 and the region saw limited PGM production until
  1930. Thereafter interest waned, particularly with the discovery and development
  of the more platinum-rich Merensky reef in the Western Limb. In the 1960s,
  exploration attention was again focused on the Platreef of the Northern Limb
  and in 1993, after nearly 30 years of sporadic exploration, the Sandsloot mine
  was brought into production. Anglo Platinum currently produces approximately
  350,000 oz of PGM annually from Sandsloot, one of eight deposits. In this report
  PGM refers to the sum of the contained concentrations of Platinum + Palladium
  + Gold unless otherwise defined.

Exploration on the properties comprising Anooraqs Platreef
  project has also been sporadic in spite of the success of numerous historic
  drill holes in identifying extensive PGM mineralization on the farm Drenthe
  778LR. In July 1998, Plateau drilled eight diamond drill holes on the southern
  half of farm Drenthe to target the PGM mineralization intersected by hole DRN
  2. The DRN 2 intersection assayed 5.61 g/t PGM, 0.17% Cu and 0.27% Ni over a
  width of 3.78 meters, within a broader zone grading 4.15 g/t PGM over 9.7 meters.

In 2000, Anooraq drilled 35 diamond drill holes, totalling
  6,762 meters, on farms Drenthe and Witrivier that partially defined a substantial
  area of PGM mineralization. In 2002, Anooraq drilled one additional hole on
  farm Drenthe. At the request of Anooraq, GeoActiv (Pty) Ltd. ("GeoActiv") estimated
  the resource within this body of PGM mineralization in early 2003. In July 2003,
  the resource estimate was audited by G.J. van der Heever, Pr.Sci.Nat., of Geologix
  (Pty) Ltd., confirming GeoActivs results. Anooraq also commissioned RSG
  Global to complete a preliminary economic assessment (scoping study) of the
  Drenthe deposit in 2003. Later in 2003, Anooraq drilled eleven diamond drill
  holes, totalling 2,204 meters, on the Drenthe farm that continued to partially
  define a substantial area of PGM mineralization. One diamond drill hole, totalling
  178.9 meters, was also drilled on Noord-Holland.

In 2000, Anooraq conducted a 1,337 sample soil geochemical
  survey on the northwestern portion of farm Rietfontein that defined three multi-element
  PGM-base metal anomalies. As part of its earn-in agreement on Rietfontein, African
  Minerals Ltd. ("African Minerals") diamond drill tested the two strongest anomalies
  with six holes, totalling 2,038 m, in 2001-2002. Geochemically anomalous but
  very low-grade PGM mineralization is dispersed throughout much of each hole.
  In 2002, African Minerals also targeted the up-dip extension of the PGM mineralized
  Platreef horizon encountered on their adjacent farm, Turfspruit 241 KR, by drilling
  36 diamond drill holes, totalling 7,440 meters on Rietfontein. In 2003, African
  Minerals continued exploration of the up-dip extension of the Platreef horizon
  on Rietfontein by drilling a further 31 diamond drill holes totalling 6,374
  meters. This drilling has outlined a zone of PGM mineralization in the Platreef,
  over a strike length of 1,600 meters, on farm Rietfontein adjacent to the Turfspruit
  boundary.

In 2002, Anooraq conducted a 1,553 line-km airborne magnetic
  survey, a geological survey and a 4,233 sample soil geochemical survey over
  the South Block farms. Results indicated that a five-km long platinum-palladium-chromium-copper
  soil geochemical anomaly and a strong linear magnetic anomaly coincided with
  the mapped trace of a prospective pyroxenite unit that extended across the South
  Block from Pan Palladium Limiteds ("Pan Palladium") Northern deposit.
  In 2003, Anooraq drilled fifteen

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- 28 -

diamond drill holes, totalling 2,465 meters, which targeted
  the prospective pyroxenite unit. No significant PGM mineralization was encountered.

Property Geology and Recent Exploration by Anooraq/Plateau

Central Block

On the northern and central blocks, the Platreef horizon is
  a northerly trending, 40° west-dipping complex rock assemblage. It is up
  to 150 meters thick, and lies between the contact of a basal granite and a thick
  overlying sequence of gabbro-norites.

The bulk of the Platreef consists of a sequence of interlayered
  coarse-grained mafic igneous rocks (pyroxenites, feldspathic pyroxenite, norites,
  and melanorites - pyroxene or orthpyroxene-rich rocks) that averages 100 meters
  in thickness. The base is chilled against the underlying Archean granite. The
  uppermost 10 to 50 meters are typically mineralized with PGM. Analyses of pyroxene
  (common rock-forming mineral containing iron, magnesium, calcium and sodium)
  from the Platreef suggest that the Merensky Reef and the Platreef were derived
  from the same magma package that is enriched in PGM. The top of the Platreef
  is generally marked by a distinctive, mineralized, pegmatoidal pyroxenite (an
  exceptionally coarse-grained igneous rock composed chiefly of pyroxene, with
  accessory plagioclase and minor hornblende, biotite or olivine). In Bushveld
  terminology this would be designated the "B" reef. The unit may be underlain
  or grade laterally into a more feldspar-rich mineralized unit and these may
  be distinguished as "pyroxenitic B" reef and "feldspathic B" reef, respectively.
  Very locally, the "B" reef may also be overlain by a thin (1-2 metre) unmineralized
  pyroxenitic unit called the "C" reef. Most of the Platreef underlying the "B"
  reef is designated the "A" reef.

The Platreef succession is variably mineralized with platinum,
  palladium and gold, along with base metals nickel and copper, particularly where
  these rocks are associated with dolomite xenoliths. Mineralisation is generally
  evidenced by the appearance of visible sulphides, largely pyrrhotite and chalcopyrite
  (iron sulphide and copper-iron sulphide), which occur in amounts ranging up
  to 3%.

On the southern half of farm Drenthe diamond drill holes intersected
  intervals, up to 48 meters thick, in which platinoids and low concentrations
  of disseminated base metal sulphides occur in a layer immediately underlying
  the noritic hangingwall (overlying) of the Platreef. In some areas, additional
  mineralization is located at some distance below the hangingwall contact of
  the Platreef. Conversely, in the northern half of farm Drenthe, significant
  PGM mineralization also occurs in serpentinized (altered) zones associated with
  xenoliths (large foreign fragments) of dolomite within the hangingwall of the
  Platreef. None of the PGM zones intersected on farm Drenthe have been adequately
  delineated. The potential to extend these zones as exploration drilling progresses
  along strike and down-dip is in managements view encouraging.

Between January and July 2000, Anooraq, through Plateau, completed
  an exploration program consisting of diamond drilling and geochemical soil sampling.
  Thirty-five holes (holes PR-01 to PR-35) totalling 6,762 meters, were completed
  on the farms Drenthe and Witrivier in the area now known as the Central Block.
  Twenty holes were drilled on a 50 x 100 meters grid to follow-up on Plateaus
  1998 holes, and to establish the continuity of the mineralization in an area
  that extends north from the boundary with the Anglo Platinum ground. Fifteen
  angled holes were drilled at 200 meters spacing along strike to the north to
  the north, testing an additional 3.6 kilometre strike length. All but one of
  the 35 holes drilled in 2000 successfully intersected platinum-palladium-rhodium
  plus gold (PGM) horizons with associated copper-nickel mineralization. A further
  three holes (PR-36 to PR-38), were drilled in 2002, one on each of the farms
  Drenthe, Noord Holland and Dorstland. The Drenthe hole (PR-36) confirmed the
  down-dip continuity of the PGM mineralization intersected in one of the angled
  holes (PR-20). Holes PR-37 (Noord Holland) and PR-38 (Dorstland) intersected
  rock sequences stratigraphically equivalent to the Platreef but with only scattered
  low-grade PGM mineralization.

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- 29 -

Figure 3. Drenthe Plan of Drill Holes



All 47 diamond drill holes completed by Anooraq on the farms
  Drenthe 778LR and Witrivier 777LR intersected Pt, Pd and Au mineralization along
  the 4.5 kilometers of strike tested and commonly up to three stacked zones of
  significant mineralization were identified. The first zone is hosted in the
  B reef of

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- 30 -

the Platreef unit, very near or at the contact with the overlying
  Hanging Wall Norite. This continuous mineralization extends 1,750 meters northward
  from the southern boundary of the farm Drenthe to roughly coincident with the
  adjacent farm boundary to the north (Witrivier). On southern Drenthe, in the
  area outlined by grid drilling, this zone defines a mineralized corridor 250
  meters wide, which is open down dip. Here the true thickness of this B
  reef mineralized zone varies somewhat but averages ~10 meters and grades approximately
  1.5-2.0 g/t combined Pt+Pd+Rh+Au and 0.15% Ni. Further north on Drenthe (north
  of hole PR-12), step-out drilling indicates that the mineralization locally
  thickens up to ~40 meters (true) grading approximately 1.5 g/t combined Pt+Pd+Rh+Au
  and 0.14% Ni, and persisting to the Witrivier boundary. Similarly, this mineralization
  is open down dip to the west.

Below the mineralized B reef on southern Drenthe,
  a second zone of mineralization is commonly developed. This zone is situated
  at or near the top of the A reef. Again, true thickness is variable
  but it averages ~ 10 meters grading 1-1.5 g/t combined Pt+Pd+Rh+Au and 0.14%
  Ni. Usually this mineralized zone is separated from the overlying B
  reef mineralization by ~ 10 meters of weakly mineralized material. However,
  further north on Drenthe, this A reef may immediately underlie the
  mineralized B reef such that the total mineralized thickness is
  increased considerably, as seen in holes PR-17 and PR-20, with combined intercepts
  of 48.0 meters @ 1.61 g/t and 21.6 m @ 2.53 g/t combined Pt+Pd+Rh+Au, respectively.
  The 2003 infill drill holes PR-40, 42, and 43, sited between PR-17 and PR-20,
  confirmed the continuity of the combined reefs, although with variable
  thickness. For example, PR-43 intersected 61 meters @ 1.53 g/t combined Pt+Pd+Au,
  and PR-42 had only 8.0 meters @ 1.25 g/t combined Pt+Pd+Au.

The third mineralized zone is only seen on central
   northern Drenthe and actually comprises a number of individual sub-zones.
  These are hosted in the Hanging Wall norite, and frequently associated with
  dolomitic rafts. For example, PR-017 intersected 30 meters @ 1.26 g/t combined
  Pt+Pd+Rh+Au, immediately underneath a large dolomite raft; beneath the same
  raft, PR-42 had an intercept of 15.3 meters @ 1.99 g/t combined Pt+Pd+Au, and
  PR-43 intersected only 4.0 meters @ 2.82 g/t combined Pt+Pd+Au. In this area
  on northern Drenthe there is also only one down-dip hole (PR-41), which is located
  75 meters west of PR-40. This encountered several mineralised intervals, most
  notably 7.1 m @ 2.71 g/t, 15.0 meters @ 1.70 g/t, 24.0 meters @ 1.14 g/t and
  11.0 meters @ 1.69 g/t combined Pt+Pd+Au, respectively. This clearly implies
  that down-dip continuity of both the hanging wall and Platreef mineralization
  is to be expected in this area of semi-regional step-out drilling. Further north,
  on Witrivier, hole PR-32 intersected several zones of mineralization, the best
  grading 2.24 g/t combined Pt+Pd+Rh+Au over 26 meters. Multiple intercepts in
  hole PR-31 returned 1.91, 1.02 and 2.58 g/t combined Pt+Pd+Rh+Au over 6, 4 and
  5 meters, respectively.

Estimates of Mineralization - Drenthe Deposit

Geological modelling of the mineralization within the Platreef
  horizon, as defined by a 0.5 g/t PGM threshold over an area covering 2,400 meters
  x 250 meters was completed by Anooraq geological staff. GeoActiv (Pty) Ltd.
  utilized this information to assess the mineral resource. Later in 2003, independent
  Qualified Person G.J. van der Heever, Pr. Sci. Nat., of Geologix (Pty) Ltd.,
  South Africa, audited the resource estimate, confirming GeoActiv’s results.
  The estimated Inferred Resource for the Drenthe deposit is 99.4 million tonnes
  grading 1.31 g/t PGM (0.600 g/t Pt+0.632 g/t Pd+0.012 g/t Rh+0.062 g/t Au),
  0.16% Ni and 0.10% Cu, containing 4,174,000 ounces of PGM and Au.

Thick intersections of PGM were also encountered at the western
  and northern limits of the 2000 drilling, as shown in the following holes: 13
  (46 meters grading 1.60 g/t), 14 (35 meters grading 2.16 g/t), 17 (48 meters
  grading 1.61 g/t), 20 (21 meters grading 2.53 g/t), 21 (45 meters grading 1.79
  g/t) and 24 (22 meters grading 2.00 g/t). Results from vertical hole PR-36,
  drilled in 2002 also indicate that mineralization persists down dip to the west.
  This hole intersected 92.5 meters grading 1.33 g/t PGM, 0.12% Ni and 0.09% Cu
  about 100 m down-dip from hole PR-20 drilled in 2000. The latter holes are

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- 31 -

located in the northern portion of the Drenthe deposit. Anooraq
  believes that there is encouraging potential to extend the mineralized zones
  to the north, south and west.

Preliminary Assessment  Drenthe Deposit

A Preliminary Assessment is an economic analysis based on
  an Inferred Resource estimate. In 2003, RSG Global of Perth, Australia, completed
  a Preliminary Assessment of the Drenthe deposit based on the Inferred Resource
  estimated by Geologix and results of pit optimisation and mine production scheduling
  studies done by Nilsson Mine Services Ltd. M. Sperinck, BSc. (Geology), MAusIMM,
  Pr. Sci. Nat., the manager of technical services for RSG Global, is the independent
  Qualified Person responsible for the preliminary assessment. The results of
  the assessment, incorporating only those inferred resources outlined to date
  on the Drenthe farm, indicate that the Drenthe Project would be an economically
  robust open pit mine. As the Preliminary Assessment is conceptual in nature
  and based on Inferred Resources that are considered geologically speculative,
  there is no certainty that the economic considerations or results will be realized.

Pit optimization and scheduling studies using the above Inferred
  Resources show that there is a potential for the following in-pit resources.

|Inferred Resources contained within Pit
|---------------------------------------
|Metal                                  
|                                       
|Pt                                     
|Pd                                     
|Rh                                     
|Au                                     
|PGM Au                                 
|                                       
|Cu                                     
|Ni                                     

Some 218 million tonnes of waste would need to be mined over
  the life of the project, resulting in a strip ratio of 3.5:1. No dilution has
  been included as this was built into the resource model. Furthermore, no metallurgical
  testwork has been undertaken on material from the Drenthe Deposit, but recoveries
  have been assumed from operations on similar deposits.

The RSG Global Preliminary Assessment was based on the key
  input parameters and assumptions, including metal prices of US$650/oz for platinum,
  US$180/oz for palladium, US$600/oz for rhodium, US$340/oz for gold, US$3.60/lb
  for nickel and US$0.77/lb for copper, and an exchange rate of ZAR8 = US$1.00.
  Based on the parameters and assumptions, the Drenthe project has potential to
  generate a strongly positive cash flow, before tax, royalty and interest, of
  US$435 million and a net present value at a 10% discount rate of US$144 million.
  The base case internal rate of return is 39% and the Project has a nominal payback
  period of 2 years and 11 months. The Project life is just in excess of 17 years.
  The capital cost to construct the mine is estimated to be US$58 million, excluding
  further exploration and feasibility costs.

RSG Global also recommended the following work program:

- Undertake a detailed mineralogical study to define the nature of the PGM
    This is important in the mineral beneficiation process;

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- 32 -

- A preliminary metallurgy testwork program should be
      carried out on selected core;
- Anooraq should plan and carry out the necessary infill
      drilling to upgrade the resources. This should include measurement of bulk
      density and weathering profile;
- Preliminary environmental and geo-hydrological studies
      should be commenced;
- To facilitate the resource modelling, a structural analysis
      of the area should be carried out;
- The issue with quality control should be confirmed with
      the laboratories before drilling is started; and
- The importance of the base metal component (particularly
      the nickel) of the resources should be realized and the necessary due diligence
      undertaken when working on these metals.

Rietfontein Block

The geological succession on Rietfontein consists of Archean
  (oldest part of the Precambrian) basement granite complex, unconformably (meaning
  that some of the original rock sequence is missing) overlain by a westerly dipping
  sequence of Transvaal sedimentary rocks of Proterozoic age (younger part of
  the Precambrian). From the base, the Transvaal sequence consists of dolomites,
  banded ironstones, shales and quartzites of the Chuniespoort and Pretoria groups.
  On Rietfontein the sedimentary sequence is intruded and overlain by mafic rocks
  of the Bushveld Complex, including the mineralized Platreef horizon in the southwestern
  part of the farm and a sill-like pyroxenite body in the northwestern part of
  the property, which was intruded along the contact of the basement granites
  and overlying dolomite units. The sill is considered to be an offshoot of the
  lower zone of the Bushveld. The potential for these bodies to host PGM mineralization
  was initially tested by conducting an extensive soil sampling program on the
  western side of Rietfontein farm in June-July 2000 when a 1,344-station grid
  was established over a seven-kilometre strike length of northwesterly trending
  sedimentary rocks of the Transvaal Sequence.

The principal target was potential PGM mineralization hosted
  by the satellitic pyroxenite bodies intruded along the Transvaal Sequence 
  granite contact. Two distinct multi-element (Pt, Pd, Cr, Ni & Cu) anomalies
  were defined. The first anomaly is 1,600 meters long and 50 meters to 200 meters
  wide, and straddles a pyroxenite-dolomite contact. The second anomaly is 2,000
  meters long and 50 to 150 meters wide. It is located just west of Anomaly one,
  trends northward and merges at its north end with Anomaly 1. A third, lower
  priority, anomaly roughly following the contact between dolomite and quartzite
  was also outlined.

In October 2001, Anooraq completed an option agreement with
  AML (see Property Overview above). AML controls the Turfspruit farm, adjacent
  to the southwest border of Rietfontein. AML completed a six-hole diamond drilling
  program, totalling 2,043 meters, between November 2001 and April 2002. The program
  targeted the two largest soil anomalies (see above), testing the potential for
  mineralization within the pyroxenite and the possibility of basal massive sulphide
  mineralization near the contact with the basement rocks. The holes intersected
  intervals of low-grade PGM-base metal mineralization within the pyroxenite,
  but are not considered to be significant enough to warrant further exploration
  work.

AML began to test the Platreef in a multi-rig program on Turfspruit
  in early 2002. Drilling of the Platreef target on Rietfontein began in July
  and continued until November 2002. Thirty-six vertical core holes were drilled
  on Rietfontein along a southeast trend. Drill holes are typically spaced at
  100 to 200 metre intervals along the strike length and 50 to 150 meters across
  the width of the Platreef pyroxenite.

Thick intersections of PGM, nickel and copper mineralization
  have been encountered in most of these holes, outlining a deposit that dips
  from 30 to 70 degrees to the west and is continuous over about 1,450

---

- 33 -

meters of strike length. Mineralization extends from a shallow
  depth, over vertical extents of 50 to 250 meters. Within this are significant
  intervals of disseminated, net textured and massive sulphides. Generally two
  to four higher-grade mineralized intervals occur in each hole, ranging from
  5 to 90 meters in thickness and grading about 1 g/t PGM. The platinum: palladium
  ratio is approximately 0.65 and the platinum: gold ratio is approximately 3.0
  for these intervals. PGM are accompanied by base metal grades of about 0.26%
  nickel and 0.20% copper. The combination of very consistent grades over substantial
  widths at shallow depth indicates the mineralization is potentially amenable
  to open pit mining.

In 2003, African Minerals continued exploration of the up-dip
  extension of the Platreef horizon on Rietfontein by drilling a further 31 diamond
  drill holes, totalling 6,374 meters. This drilling has outlined a zone of PGM
  mineralization in the Platreef over a strike length of 1,600 meters on farm
  Rietfontein, adjacent to the Turfspruit boundary.

---

- 34 -

Figure 4. Rietfontein Drill Plan and Cross Section



South BlockThe South Block comprises five farms (claims), totalling 10,330 hectares,
  which are part of the Anooraq/RPM properties. The bulk of the South Block is
  underlain by Bushveld Complex rocks. Of particular importance, is the Lower
  Zone succession that outcrops on Vaalkop and along the southern boundaries of
  Cyferkuil and Rondeboschje. This area is one of two locations on the Northern
  Limb at which rocks of the Lower Zone (pyroxenite and dunite-harzburgite) are
  known to occur.

---

- 35 -

Some previous exploration occurred on the adjacent Volspruit
  326 KR farm. In 1970, Rio Tinto drilled the Lower Zone succession and intersected
  PGM mineralization. More recently the Volspruit farm has been the focus of exploration
  by Pan Palladium.

In 2002, Plateau carried out an integrated exploration program
  of airborne geophysics, grid geochemistry and geological mapping in the area.
  In August, Fugro Airborne Geophysics completed 1,553 line-km of airborne and
  radiometric geophysical surveys over the block. Survey lines were flown at 100-metre
  spacing at 130 degrees azimuth, and outlined a pronounced magnetic high that
  can be traced southwestward from Pan Palladiums ground, across Rondeboschje
  and Cyferkuil, onto Vaalkop, where it curves southward and is terminated by
  a fault. Several other anomalies were also outlined. A soil survey, consisting
  of 4,233 samples, was also done on the South Block. Sample lines were oriented
  parallel to the flight lines of the geophysical survey and samples taken at
  25 metre intervals on 33 lines. A pronounced Pt-Pd-Cu-Cr anomaly, 5.4 kilometers
  long and up to 1.2 kilometers in width, was outlined. The soil anomaly coincides
  with interpreted subcrop of a pyroxenite unit that extends through the Rondeboschje,
  Cyferkuil, and Vaalkop farms and appears to continue onto Volspruit where it
  hosts Pan Palladiums Northern Deposit. According to a January 2002 News
  Release, Pan Palladiums northern and southern deposits have combined inferred
  resources of 59.1 million tonnes grading 1.3 g/t 5PGM+Au, 0.14% Ni and 0.04%
  Cu. A second, low contrast, Pd-Cu-Cr anomaly occurs in the south-central area
  of farm Vaalkop.

The geological, soil geochemical and magnetic surveys traced
  the pyroxenite unit that hosts Pan Palladiums Northern PGM deposit for
  six km across the South Block farms. In 2003, an aggressive diamond drilling
  program, comprising 15 holes, totalling 2,465 meters, was conducted to assess
  this target for similar deposits but did not encounter any significant PGM mineralization.

Sampling and Assay Procedures and Security for Drill Core

Anooraq personnel transported the Central Block core from
  the drill rigs directly to a secure core processing facility. The drill core
  was logged and sampled by company geologists, and the core facility was locked
  and secure at night. The core is presently stored in a locked warehouse. Anooraq
  geologists also logged the core from drill holes RF1 to RF6 that tested the
  soil anomalies on Rietfontein farm.

With minor exceptions, the entire Platreef horizon was sampled
  at one meter intervals. Pyroxenites intersected in the hanging wall sequence
  were also sampled. In addition, all sulphide-bearing dolomite, calc-silicate
  alteration or norite was sampled. Samples were taken by sawing the 47.6-mm diameter
  (NQ) core in half with a rock saw.

All Pt, Pd and Au assay samples for holes PR-1 to PR-38, were
  analyzed at Set Point Laboratories in Johannesburg, South Africa, using a 50
  g lead collection fusion with Inductively Coupled Plasma Atomic Emission Spectroscopy
  (ICP) finish. Cu and Ni values for holes PR-1 to PR-24 and PR-36 to PR-38, were
  determined at Set Point by Aqua Regia (AR) leach with an ICP finish. Cu and
  Ni for holes PR-25 to PR-35 were determined at SGS Laboratories in Johannesburg
  by aqua regia leach and ICP finish, as part of a 30 element scan. Holes drilled
  in 2000 (i.e. PR-01 through PR-35) were also analysed for rhodium but the low
  assays returned did not warrant the additional expense involved in analysing
  for this element in subsequent years.

A rigorous analytical quality assurance  quality control
  program was implemented by Anooraq for the Central Block drilling. Three standards
  were made using material from the property and/or Platreef mineralization stockpiled
  at the nearby Overysel Shaft and these were inserted into the sample number
  series in every batch sent to the laboratory. Every tenth sample analyzed was
  a quality control sample,

---

- 36 -

either a standard or a duplicate (alternating between the
  two). As well, selected samples from each batch (hole) were sent to a second
  laboratory for screen analysis and check assay.

AML personnel logged the core for the holes testing the Platreef
  horizon on Rietfontein (AR001-067) in their secure compound. As an additional
  quality control, Anooraq geologists also inspected and logged the core from
  these holes at the drill site. Thus far, African Minerals have not provided
  Anooraq with details of their assaying procedures.

Plan of Operations - Exploration in 2004

The focus of the next exploration program will be to (a) more
  uniformly drill the Drenthe deposit and define its full extent, including its
  extension onto Witrivier and Overysel; and (b) conduct step-out drill testing
  of the remaining untested strike extent of the Platreef pyroxenitic unit on
  the Central Block and any extension of this unit onto the North Block.

Although work to date is encouraging, there is no assurance
  whatsoever that a commercially mineable mineralized material body exists on
  the Platreef Project. Until much more exploration and thereupon completion of
  a comprehensive feasibility study, possibly further associated metallurgical
  and other work that concludes that a potential mine is likely to be economic,
  and Anooraq obtaining the significant capital financing and required mine permits
  which will be required, no assurance can be given that future commercial mining
  will occur on the Platreef Project.

Drenthe Deposit

An extensive core drilling program is planned to test the
  Drenthe deposit in two areas  the Drenthe farm and the Overysel farm.
  The first phase of drilling, encompassing 16,000 meters, is currently underway
  and is expected to take six to eight months.

On the Drenthe farm, 30 holes comprising approximately 6,000
  meters of infill and step out drilling are planned with the objective of increasing
  the drill density and confidence in the known resource area to advance the deposit
  through the engineering and development stages. A series of vertical drill holes
  are planned between existing holes and in areas of lower drill hole densities
  along lines spaced 100 meters apart. The currently outlined Drenthe resource
  is also open to the north, west and south.

The program will also test the extension of the Drenthe deposit
  onto the northern portion of the Overysel farm, which lies immediately adjacent
  to the south. The Overysel ground adds an additional and contiguous 2.8 kilometers
  of strike length of prospective stratigraphy to the known 2.1 kilometre extent
  of the deposit. Recently compiled results from previous drilling on Overysel
  indicate that there is excellent potential to expand the Drenthe resource southwards
  onto Overysel. Consequently, 56 diamond drill holes, comprising approximately
  10,000 meters of drilling, are planned for the Overysel farm. The program at
  Overysel is designed to systematically step out southward from the known Drenthe
  resource by drilling on a series of cross-section lines, spaced at 100-metre
  intervals.

The program will also involve collection of geotechnical and
  engineering data to address parameters such as rock strength, mineralogy and
  metallurgical characteristics. Based on this work, new resource estimates can
  be completed and more detailed mine planning, environmental studies and community
  consultation undertaken.

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- 37 -

|Proposed
      Budget  Drenthe farm  Phase 1     |  | $        
|-------------------------------------------------- |  | ---------
|Diamond drilling  including all assays (6,000 m)  |  | 853,000  
|Supervisory, technical and support staff           |  | 319,000  
|Engineering, Environmental, Socioeconomic          |  | 287,000  
|Site Activities, Equipment and Freight             |  | 317,000  
|Property fees                                      |  | 74,000   
|Travel and Accommodation                           |  | 54,000   
|Total Budget                                       |  | 1,904,000
|                                                   |  |          
|Proposed Budget  Overysel farm  Phase 1          |  | $        
|Diamond drilling  including all assays (10,000 m) |  | 1,386,000
|Supervisory, technical and support staff           |  | 283,000  
|Engineering, Environmental, Socioeconomic          |  | 80,000   
|Site Activities, Equipment and Freight             |  | 87,000   
|Property fees                                      |  | 42,000   
|Total Budget                                       |  | 1,878,000

The Phase 2 program would include the following. Infill drilling
  encompassing 34 holes, totalling about 7,000 meters on Drenthe farm and 53 holes,
  totalling about 9,300 meters, on Overysel farm; collection of metallurgical
  samples; geological interpretation and modelling, potentially leading to a resource
  estimation and requisite reports.

The Ga-Phasha Project

In January 2004, the Company agreed to terms whereby the Company
  and Pelawan Investments (Proprietary) Limited (Pelawan), a private
  South African company, would combine their respective PGM assets, comprising
  the Company's Northern Limb PGM projects and Pelawans 50% participation
  interest in the Ga-Phasha (previously known as "Paschaskraal") PGM Project ("Ga-Phasha")
  on the Eastern Limb of the Bushveld Complex in South Africa. The Ga-Phasha property
  consists of four farms  Paschaskraal 466KS, Klipfontein 465KS, De Kamp
  507KS and Avoca 472KS  covering an area of approximately 9,700 hectares.

The Ga-Phasha Project is a Black Economic Empowerment (BEE)
  joint venture based on an existing agreement in principle between Anglo American
  Platinum Corporation Limited ("Anglo Platinum") and a BEE partner, Pelawan,
  pursuant to Anglo Platinum's planned PGM project expansion on the Eastern Limb.
  Pelawan will receive a participation interest equal to 50% of the Ga-Phasha
  Project and the remaining 50% participation interest in the Project will be
  held by Anglo Platinum.

Pursuant to the terms of the agreement between the Company
  and Pelawan, the Company will acquire Pelawans rights to its 50% participation
  interest in the Ga-Phasha Project in return for 91.2 million Anooraq common
  shares (the Consideration Shares) and a cash payment of not more
  than ZAR 9.25 million. The number of Consideration Shares to be issued takes
  into account the potential dilutive effect of financings to be undertaken in
  the future to develop PGM mines at Ga-Phasha and at Drenthe-Overysel such that
  Pelawan's ownership (initially 63%) of the issued and outstanding shares of
  Anooraq will remain at a minimum of 52% ownership of Anooraq on a going-forward
  basis, establishing and maintaining Anooraq's status as a BEE company. Further,
  the dilution calculation allows for Consideration Shares having an aggregate
  value of $10 million to be sold by Pelawan during the twelvemonth period subsequent
  to the closing. Of the remaining Consideration Shares, approximately 89 million
  shares (the Lock-up Shareholding) will be held in escrow for the
  lesser of six years from the date of issuance or until twelve months after the
  commencement of commercial production from the Ga-

---

- 38 -

Phasha Project. Under South African legislation yet to come
  into effect, and as specified in the agreements in respect of the Ga-Phasha
  Project related to the terms of BEE requirements, Pelawan will at all future
  times be required to hold a certain minimum number of the Consideration Shares,
  currently defined as 52% of the issued and outstanding shares of Anooraq, in
  order to retain its classification as a BEE.

Anooraq has undertaken to meet the independence and corporate
  governance requirements of senior stock exchanges and regulatory agencies in
  North America for the Anooraq Board of Directors at the time of closing, scheduled
  for late April 2004. To that end, the Board shall be comprised of nine persons
   three independents, and three from each of the current Boards of Anooraq
  and Pelawan. The independent board members are yet to be determined, but shall
  be chosen in the following manner: one by Anooraq, one by Pelawan and one jointly.

The closing of this transaction requires, among other conditions,
  regulatory approvals from authorities in South Africa and Canada, finalization
  of a comprehensive joint venture agreement with Anglo Platinum, and approvals
  by the shareholders of both Pelawan and Anooraq. Closing is tentatively expected
  to occur before the end of Anooraqs third fiscal quarter.

Location, Access and Infrastructure

The Ga-Phasha Project is located on the Eastern Limb of the
  Bushveld Igneous Complex, approximately 45 kilometers north-northwest of the
  Limpopo Province town of Steelpoort, and approximately 250 kilometers northeast
  of Johannesburg in the Republic of South Africa.

The Ga-Phasha site is located in a region of sparse development
  with little infrastructure. Access to the site is gained via gravel roads from
  Steelpoort or Burgesfort to the southeast, and from Polokwane (previously known
  as Pietersburg) approximately 80 kilometers to the northwest.

Recent development at the neighboring Twickenham-Hackney farms
  by Anglo Platinum has improved the local infrastructure considerably. The Anglo
  Platinum development includes paved roads, power lines, and water, although
  Anglo Platinum has temporary suspended further development work.

Property Description

The project area consists of four farms Paschaskraal, Klipfontein,
  De Kamp, and Avoca, which cover an area of approximately 9,700 hectares. Mineral
  rights for the PGM within the UG2 and Merensky Reefs on the farms Klipfontein
  465KS and a portion of Paschaskraal 466KS are held by Rustenberg Platinum Mines,
  a wholly owned subsidiary of Anglo Platinum. In addition, Anglo Platinum has
  a lease over the PGM mineral rights for the remainder of Paschaskraal 466KS,
  which are held by the state as detailed in the tables below and illustrated
  in Figure 5. There are nominal annual fees to maintain the farms. It is not
  known if the boundaries of the farms have been legally surveyed.

|MINERAL RIGHTS    
|------------------
|PROPERTY          
|Klipfontein 465KS 
|                  
|Paschaskraal 466KS
|                  
|Paschaskraal 466KS
|De Kamp 507KS     
|Avoca 472KS       

---

- 39 -

|SURFACE RIGHTS    
|------------------
|PROPERTY          
|Klipfontein 465KS 
|Paschaskraal 466KS
|Paschaskraal 466KS
|De Kamp 507KS     
|Avoca 472KS       



Figure 5. Ga-Phasha Project Property Holdings, Eastern Limb
  of the Bushveld Complex

Exploration History

Platinum was first discovered in the Eastern Limb of the Bushveld
  Complex in 1924 and traced to the now famous dunite pipes (tube or pipe shaped
  igneous rock comprised largely of the mineral olivine) at Maandagshoek. This
  led, to the discovery of the platiniferous horizon, subsequently named the Merensky
  Reef, on the farm Maandagshoek 254KT, approximately 20 km south-east of Paschaskraal.
  From 1925 to 1927, Northern Platinum Limited undertook an extensive exploration
  program on both the platiniferous

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- 40 -

dunite pipes and the Merensky Reef in the Dwars and Olifants
  River areas; some 700,000 tonnes of platinum-bearing ore were mined during early
  operations in these areas.

During 1969 the ATOK Platinum Mine was developed and commissioned
  by Anglo Transvaal Consolidated Mines Limited ("Anglovaal") and sold to RPM
  in 1977. Although commercial mining activities by RPM were limited to the ATOK
  mine over the past 25 years, RPM managed to secure the mineral rights over a
  large number of farms in the Eastern Bushveld area. Throughout this later period
  various exploration and metallurgical test programs were completed, focused
  mainly on determining the extent and general characteristics of the mineralization.
  Renewed interest in this area was sparked by the increased demand for PGM in
  1999/2000, and by Anglo Platinums strategy to increase platinum output
  to 3.5 million refined ounces by 2006. To meet this additional demand, a number
  of new mining projects are currently under investigation or in different stages
  of development and construction.

There has been a considerable amount of exploration on the
  Klipfontein and Paschaskraal farms by past operators such as JCI, Anglovaal,
  and Anglo Platinum. A total of 327 drill holes have been completed to date,
  of which 108 intersected the Merensky Reef, and 176 intersected the UG2 Reef.

Initial metallurgical testwork by Anglo Platinum indicates
  a very good flotation response with negligible effects from dilution and with
  platinum group element recoveries ranging from 92.7% to 96.5%. The good flotation
  response was attributed to the predominant association of PGM with base metal
  sulphides, which are coarser than those present in UG2 in the western Bushveld.
  Nickel, copper and sulphur recoveries were good for UG2 type ore, namely: 14-24%
  nickel, 77-86% copper and 83-90% sulphur.

Anglo Platinum prepared a detailed pre-feasibility study on
  the former Paschaskraal Project in late 2002. This study envisioned an underground
  mine very similar to that being developed on the neighboring Twickenham farm,
  namely down dip semi-mechanized reef mining and access by twin shaft declines.
  Each decline shaft comprises three barrels: a decline ramp for equipment, a
  conveyor decline, and a chairlift decline for moving personnel. Ore was to be
  treated at the Twickenham concentrator. Based on twin declines producing 100,000
  tonnes per month from the UG2 Reef only, the key findings of this study were:
  Total capital costs were estimated to be in the order of ZAR2.5 billion; average
  all-in operating costs were estimated in the order of ZAR210 per tonne milled;
  the project yielded an internal rate of return (IRR) of 17 percent net present
  value (NPV) at a 12% discount rate of ZAR860 million; and a ramp-up period of
  50 months would be required for development of the mine and infrastructure.
  Based on the above findings, Anglo Platinum concluded the project was an attractive
  investment.

In October 2003, Khulani GeoEnvironmental Consultants (Pty)
  Ltd. of Randburg, South Africa completed resource estimation for the Ga-Phasha
  Project. For the UG2 Reef, the in-situ (undiluted at a 4 g/t cut-off) measured
  and indicated resources were estimated at 109 million tonnes grading 7.0 g/t
  4PGM for 23 million contained ounces of PGM. In the Merensky Reef, the measured
  and indicated resources (undiluted at a 3 g/t cut-off) were estimated at 70
  million tonnes grading 4.43 g/t 4PGM for 9.4 million contained ounces of PGM.
  Additional resources were outlined in the inferred category for both reef horizons.

Geology and Mineralization

The Ga-Phasha Project area is situated on the Eastern Limb
  of the Bushveld Igneous Complex and is underlain by rocks of the Upper Critical
  and Main Zones. The Main Zone is comprised of gabbros and ferro gabbros (iron
  and magnesium rich igneous rocks), which occupy most of the central and southeastern
  parts of the Lulu mountain range.

The two platinum-bearing horizons are the UG2 chromitite and
  the Merensky Reef, both of which occur within the Upper Critical Zone. This
  zone comprises successions of anorthosites (comprised mostly of

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feldspar), norites and pyroxenites (comprised mostly of pyroxene).
  These rocks form the range of hills along the north-eastern boundary of the
  project area, through which the undulating outcrop of the UG2 Reef can be traced.
  The Merensky Reef sub-outcrops beneath a thick layer of overburden on the flat-lying
  valley floor at the center of the project area.

The sequence strikes northwest-southeast and dips in a westerly
  direction towards the center of the Bushveld. The dip decreases on a regional
  scale from north to south, ranging from approximately 30 degrees near the Olifants
  River in the north, to approximately 10 degrees near the Steelpoort Fault to
  the south. The project area is located some 45 kilometers north of the Steelpoort
  Fault and 25 kilometers south of the Olifant River Fault. The Schwerin Fault
  lies approximately 10 kilometers to the east but does not appear to have had
  any influence on the local Bushveld stratigraphy.

The two most important stratigraphic successions within the
  Upper Critical Zone are the Upper Group chromitite successions and the Merensky
  Reef. In general, the Merensky Reef is separated from the UG2 chromitite horizon
  (also called the UG2 Reef) by a package of norites and anorthosites, averaging
  some 390 meters in thickness.

Locally, the UG2 chromitite layer averages 61 centimeters
  in width. The UG2 is overlain by medium grained feldspathic pyroxenite. Chromitite-stringers
  of variable thickness occur in the immediate hangingwall of the reef horizon
  and are commonly referred to as the Leader seams of the UG2.

The Merensky Pyroxenite unit is mainly composed of poikilitic
  (texture comprised of containing scattered mineral grains) pyroxenite and is
  generally more than 5 meters in thickness. The upper portion of the lowermost,
  usually barren unit is often demarcated by a coarse to very coarse-grained pyroxenite,
  sometimes together with a chromitite stringer, which contains visible sulphides.
  This unit occurs at the base of the Merensky Reef "value zone" and varies between
  20 centimeters and one metre in thickness. The Merensky Reef is composed of
  a poikilitic pyroxenite up to one metre in thickness. Visible sulphides occur
  in variable amounts. A top chromitite seam usually marks the top of the Merensky
  Reef and is less than one centimetre thick.

Estimates of Mineralization

A total of 327 diamond drill holes have been drilled to date
  on the farms Paschaskraal and Klipfontein, including 108 drill holes intersected
  the Merensky Reef; 176 drill holes intersected the UG2 Layer; and 83 drill holes
  were drilled for geotechnical purposes mainly in connection with the originally
  planned shaft in the southern farm portion of Paschaskraal. Figure 5 is a drill
  hole plan and Figure 6 is a representative cross section showing the UG2 and
  Merensky Reefs.

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- 42 -

Figure 5. Drill Hole Plan



Figure 6. Cross Section Red (upper) is Merensky Reef and Green (lower) is UG2 Reef



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- 43 -

All drill holes used for the resource estimation are vertical
  and most boreholes are drilled BQ core size (36.4 millimeters diameter), as
  well as deflections if drilled. In some instances, where ground conditions were
  poor or core recoveries in the reef zones are not representative, a NQ core
  size (47.6 millimeters diameter) hole was drilled nearby. The average vertical
  thickness for the UG2 reef is 0.74 metre and is 1.17 meters for the Merensky
  Reef.

The January 2004 resource estimate for the Ga-Phasha Project
  utilized drill hole information made available by Anglo Platinum from 299 drill
  holes drilled between 1966 and 2002. Of these 299 drill holes, 41 and 42 holes
  were used to classify measured and indicated resources respectively within the
  UG2 horizon. Of the 299 holes, 40 and 21 holes were used to classify measured
  and indicated resources respectively within the Merensky horizon. This resource
  estimation procedure is followed by all the major mining and exploration companies
  in South Africa, including Anglo Platinum, Impala, Gold Fields Limited, Harmony
  Gold Mining Company and others.

The resource estimate was completed by Global GeoServices
  (Pty) Ltd. of South Africa. Eugene H Siepker, M Sc., Pr.Sci.Nat., of Global
  Geo Services (Pty) Ltd., is the independent Qualified Person for the mineral
  resource estimate and the February 2004 technical report.

A 40% geological loss has been applied to the resource estimate
  figures, which includes 10% for faulting, 15% for potholes, 10% for intrusions
  and 5% for iron replacement bodies. Even though dykes swarms effect the area
  more than the adjoining properties, the figures are regarded as conservative,
  since the industry average due to these features is around 20 - 30%.

In-situ resource figures for the farms Paschaskraal and Klipfontein
  for the UG2 and Merensky Reefs are summarized in the table below. The resource
  estimation excludes the first 40 meters below surface, which is considered as
  an oxidized zone. The Specific Gravity utilized for the Merensky Reef was 3.1
  and for the UG2 Reef was 4.25.

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- 44 -

Summary of Resources on Farms Paschaskraal and Klipfontein
  UG2 and Merensky Reefs at base case cut-off grades

|Category                                | tonnes     | Grade4PGM | Pt   | Pd   | Au   | Rh         | Contained ozPGM
|--------------------------------------- | ---------- | --------- | ---- | ---- | ---- | ---------- | ---------------
|UG2 (4.0 g/t COG)                       | g/t        | g/t       | g/t  | g/t  | g/t  |           
|                                       
|Measured                                | 10,193,981 | 6.56      | 2.89 | 3.08 | 0.17 | 0.41       | 2,150,000      
|Indicated                               | 55,498,048 | 7.05      | 3.10 | 3.31 | 0.18 | 0.44       | 12,579,000     
|Subtotal                                | 65,692,029 | 6.97      | 3.07 | 3.28 | 0.18 | 0.44       | 14,729,000     
|Inferred                                | 33,866,132 | 7.20      | 3.17 | 3.38 | 0.19 | 0.45       | 7,839,000      
|Merensky (2.0 g/t COG)                  |            |           |      |      |      |           
|Measured                                | 10,397,739 | 4.44      | 1.95 | 2.09 | 0.12 | 0.28       | 1,484,000      
|Indicated                               | 32,891,327 | 4.37      | 1.92 | 2.05 | 0.11 | 0.28       | 4,621,000      
|Subtotal                                | 43,289,065 | 4.39      | 1.93 | 2.06 | 0.11 | 0.28       | 6,105,000      
|Inferred                                | 39,807,187 | 4.28      | 1.88 | 2.01 | 0.11 | 0.27       | 5,478,000      
|Total 
      Measured &
      Indicated
|                                       
|108,981,094                             | 5.95       | 2.62      | 2.79 | 0.15 | 0.37 | 20,834,000
|                                       

**Notes to Table: 
  COG is cut-off grade
  4PGM is Pt+Pd+Au+Rh**

The Avoca and De Kamp farms adjoin Paschaskraal and Klipfontein
  on the down dip side of the UG2 and Merensky Reefs, and would be situated at
  depth. No boreholes were drilled on these farms, but it could be assumed that
  the reefs developed on Paschaskraal/Klipfontein farms would be developed on
  Avoca and DeKamp. An Inferred Resource has been estimated for Avoca and DeKamp
  based on similar grades and thickness as those for Paschaskraal and Klipfontein.
  Using an area of 39.5 hectares and a reef dip of 15 degrees, with a 40% geological
  loss, the estimated Inferred Resource at a 2 g/t cut-off for the Merensky Reef
  is 97.6 Mt at a grade of 4.34 g/t 4PGM and at 4 g/t cut-off for the UG2 Reef
  is 77.6 Mt at a grade of 7.05 g/t 4PGM.

Sampling and Assay Procedures and Security for Drill Core

The following is a summary of the core logging and sampling
  procedures used by Anglo Platinum. Core logging is undertaken by qualified geologists
  on site at the Driekop Exploration Base, where all boreholes and their deflections
  are accurately logged in terms of lithology, mineralization, alteration and
  structure. Logging details are entered directly into laptop computers, making
  use of the proprietary Sable software package designed for this purpose. Specialized
  geotechnical and structural logging is also carried out by rock engineering
  and structural geologists.

During the logging process the sampling interval through the
  reef succession is determined, and individual samples measured off, marked and
  numbered according to standard. Sampling is continuous through the sample section.
  The marked core is then submitted to the technical staff, which firstly cut
  the core in half longitudinally through the complete sampling interval. One
  half of this core is then cleanly broken with a sharp chisel at individual sample
  boundary markings, and each in turn then immediately labelled, bagged and sealed
  (diamond saw cutting is not used to split individual samples because of the
  loss of material associated with it). Precautions are taken to avoid any cross
  contamination between samples. The remaining half of the core remains in the
  core trays with the flat cut side facing upwards. The sample intervals and numbers
  are replicated onto this surface for reference, and future re-sampling if necessary.
  The sampling process is fully documented on site, and records of all sampling
  maintained.

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- 45 -

After the bagging of samples on site at the Driekop core yard,
  the samples were transported to Anglo Platinum Research Centre ("ARC") in Germiston,
  near Johannesburg, by 3 ton Dyna or pickup truck. ARC processed the samples
  from pre-2000 drilling. Post-2000 samples are processed by Anglo American Research
  Laboratory ("AARL"). When transported to AARL, the samples were delivered by
  ARC staff and vehicles.

Generally the recovered borehole core (reef intersections
  of Merensky Reef and UG2) is assayed for Pt, Pd, Rh and Au as well as Cu and
  Ni contents. Individual Pt, Pd, Rh and Au contents of each sample were determined.

ARC Procedures

All samples are duplicated and run on an A and B stream at
  different times. Internal Quality control occurs with every batch. ARC does
  not use blanks, and integrates an internal Quality Control sampling once a week.
  Comparative results from A and B streams are available.

All samples are pulverized to 80% +/-5%<75 micron. For
  Fire Assay  4 elements (Pb collector), there is loss of PGM and these
  results then often require a correction factor to be applied. In the borehole
  database, samples assayed using Pb collector fire assay methods have not been
  corrected. The precious metal concentration is reported as the sum of Pt, Pd,
  Rh, and Au.

For Fire Assay-ICP at ARC, silver is used to collect Pd, Pt,
  and Au, and Pd is used to collect Rh. Using the Ag/Pd collectors reduces random
  losses of the PGM and a more precise analysis is achieved as well as a lower
  detection limit.

AARL Procedures

Samples are crushed in a jaw crusher to 2 millimeters. The
  entire sample is then milled to 85 per cent  75 microns or finer. An 8-minute
  milling time is required. For Atomic Absorption, pulped samples are digested
  with a triple acid attack with perchloric, nitric and hydrofluoric acids. The
  acid attack is performed three times after which the solutions are transferred
  to 100 ml flasks and read on the Atomic Absorption Spectrometry for Cu and Ni.
  Four per cent of the samples are replicated. Two blanks and three reference
  standards are included in every batch.

Prior to X-ray fluorescence analyses, pulped samples are mixed
  with a styrene  wax binder (SASMU) and milled to mix in the binder and
  further reduce particle sizes. The samples are pressed into briquettes. The
  briquettes are read on the AARL PW 1404 X-Ray Fluorescope for Cu and Ni. Mineralogical
  effects are evident in the briquettes  hence separate type
  calibrations are critical for UG2 and Merensky type samples. Approximately 5
  per cent on the samples are replicated. Two reference materials are analysed
  with every batch (max 100).

For Fire Assay and ICP, all assays are done in duplicate and
  the average of acceptable replicate pairs is reported. Samples are weighed out
  and mixed with an appropriate flux for the material type. Silver is used as
  a co collector. The samples are fire assayed and the prills (material remaining
  from this process) are dissolved in aqua regia and read on the inductively coupled
  plasma ("ICP") spectrometer for Pt, Pd and Au. One blank and two reference materials
  are analysed with every worksheet (max 35).

For Rhodium, all assays are done in duplicate and the average
  of acceptable replicate pairs is reported. Samples axe weighed out and mixed
  with an appropriate flux for the material type. Palladium is used as a co collector.
  The samples are fire assayed and the prills (material remaining from this process)
  dissolved

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- 46 -

in aqua regia and read on the ICP for Rh. One blank and two
  reference materials are analysed with every worksheet (max 35).

Data Verification and Quality Control

AARL has a comprehensive assay quality control system that
  includes blanks, certified reference materials, in-house reference materials,
  and twin streaming / replicate analyses. AARL is an ISO 17025 registered company
  and operates according to international quality standards.

Care is taken during the handling of samples to avoid potential
  cross-contamination or misplacement of samples. High and low grade materials
  are processed in completely separate areas throughout the laboratory, using
  dedicated and clearly labelled equipment. Samples are weighed and checked upon
  receipt at the AARL. Quarry quartz is crushed and milled between individual
  batches to avoid any possible carry-over. This quartz is analysed with the batch
  and these data reported to the ARC during progress meetings.

For each tray (worksheet) of Pt, Pd and Au and Rh analysis,
  reagent blanks, standard reference material and duplicate samples will be included
  for control purposes. Internationally certified standards as well as internal
  standards of matched matrices are used. Fire assay pots are used only once to
  avoid the possibility of cross-contamination of samples.

A full calibration of the ICP and AAS is performed prior to
  sample analysis, and a synthetic check solution is included after every 15 samples.
  Where the check solution data falls outside the acceptable control limits, the
  instrument is re-calibrated.

Worksheets will be accepted or rejected based on the quality
  control data of the standards replicates and blanks. A complete audit trail
  is maintained in the laboratory to ensure trace-ability, transparency and ISO
  compliance.

Quartz blanks are designed to monitor the entire process from
  sample preparation to instrumentation. Reagent blanks are introduced during
  secondary preparation. These are essentially reagents without the sample introduced.
  For example in fire assay the reagents would be assayed. Reagent blanks reflect
  contamination introduced during the analysis phase but not the primary preparation
  phase. Specific density and XRF data dont have reagent blanks, but do
  have quartz blanks.

With each method certified (CRM) and in-house (IHRM) reference
  materials are run. For each method samples are replicated, if not twin streamed.
  The Pt, Pd and Au and Rh are twin streamed, ie a 100% replication. For XRF and
  Specific density analyses 10% replicates are run. Replicates are essentially
  used for measuring the precision of the analyses, and appropriate action is
  taken if such results are not considered satisfactory. A comprehensive quality
  control system ensures that the data reported is within the quality control
  criteria and all ISO standards are met.

Exploration in 2004

Exploration work is ongoing pending the outcome of the Pelawan/Anooraq/Anglo
  Platinum business negotiations.

Exploration will concentrate on increasing the measured and
  indicated resources on Paschaskraal and Klipfontein farms. Structural investigations
  will also continue and will play a major role in the success of the mining venture.
  Two-dimensional (2D) seismic surveys, and possibly 3D seismic surveys at a later
  stage, could be useful in this regard. Further mineralogical and metallurgical
  work will be done using

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- 47 -

every fifth hole on Paschaskraal and every second hole on
  Klipfontein. Geo-technical logging needs to be done on the borehole core to
  identify possible geo-technical features, which might effect mining operations
  and mining cut assessments. The mineral resource models will be reviewed and
  updated on an ongoing basis.

Based on the due diligence work and the current resource assessment,
  the following exploration work is recommended for the Ga-Phasha Project in conjunction
  with feasibility work:

| | (1) | The resource model should be updated,
        integrating the additional drilling that has been carried out in 2003/2004.                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                 
| | (2) | Additional drilling should be carried
        out in those areas that are currently outlined as inferred, and to upgrade
        the indicated resources to a measured category.
| |     |                                                                                                                                                                                 
| | (3) | Additional exploration should focus
        on better defining the geological losses so that the current 40% estimate
        can be refined and/or reduced.                    

Plan of Operations

The proposed program is one of data compilation to prepare
  for a pre-feasibility study.

|Proposed
      Budget- Exploration and Pre-feasibility studies |   | $        
|-------------------------------------------------------------- | - | ---------
|Diamond drilling  including all assays (20,000 m)             | $ | 2,005,000
|Supervisory, technical and support staff                       |   | 300,000  
|Engineering - mine, metallurgy, geo-technical                  |   | 380,000  
|Environment                                                    |   | 60,000   
|Total Budget                                                   | $ | 2,645,000

Although work to date is encouraging, there is no assurance
  whatsoever that a commercially mineable mineralized material body exists on
  the Ga-Phasha Project. Until much more exploration and thereupon completion
  of a comprehensive feasibility study, possibly further associated metallurgical
  and other work that concludes that a potential mine is likely to be economic,
  and Anooraq obtaining the significant capital financing and required mine permits
  which will be required, no assurance can be given that future commercial mining
  will occur on the Ga-Phasha Project.

---

ITEM 5****
  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Overview

Anooraqs business strategy is to acquire, explore and
  conduct detailed engineering and economic analysis of mineral deposits that
  have large tonnage and multi-year operation potential in order to enhance the
  value of the project. None of Anooraqs currently held or to be acquired
  mineral deposits currently is known to host a mineral reserve which has been
  subject to sufficient development work to determine that it is economic at current
  metals prices.

Under an Accounting Guideline No. 11 ("AcG11") of the Canadian
  Institute of Chartered Accountants, which is the professional body which sets
  accounting disclosure standards in Canada, the Company has determined that it
  is likely to be classified as a "development stage" issuer. AcG11 recommends
  that an enterprise be considered to be in the development stage when its principal
  operations have not commenced and gives factors which suggest development stage
  accounting may be appropriate. These factors include the absence of significant
  revenues and that a significant portion of its available funding

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- 48 -

and employees are not involved in operating activities which
  generate revenue but rather are engaged in the establishment of a capital asset
  in anticipation of operating activities. Also, due to the lack of operations
  which generate profits, another factor is that the recoverability of the cost
  of the development stage issuers capital assets may be uncertain.

The Company has concluded that its lack of revenue given the
  absence of commercial mining activities at its projects is indicative that the
  Company is in the development stage. Assuming the Company is a development stage
  enterprise, AcG11 provides that there must be a particularly careful assessment
  of the recoverability of the carrying amounts of the deferred acquisition costs
  relating to its projects.

While the Company does have independent valuation opinions
  which support its carrying value for its projects as of October 31, 2003 of
  $4.2 million, these valuations are primarily of a "comparable transaction" nature.
  These opinions consider publicly available information pertaining to deposits
  of comparable size and grade of in-situ mineralization, which have been valued
  by arms-length sales or other transactions respecting such properties
  or of the companies that owned it. Under AcG11 however, the assessment of recoverability
  of the carrying amounts of capitalized and deferred development pre-operating
  costs generally requires the preparation of a projection. A projection would,
  in the mining context, involve an initial feasibility study which would include
  a preliminary assessment of the size and grade of the deposit, the amenability
  of its mineralization to recovery processes and an estimate of the capital cost
  for mining and mill facilities, together with operating projections based on
  expected metals prices, currency and interest rates. These feasibility estimates
  evaluate whether it is likely that the mine could profitably operate and provide
  a return on invested capital. The Company has adopted an accounting policy whereby
  acquisition costs are deferred but exploration expenses are charged to operations
  as they are incurred. The financial statements for 2003 reflect this policy.
  AcG11 also encourages the use of "cumulative from inception" disclosure of all
  figures in an issuers statement of operations and cash flows, however
  the preparation of this information for the Company, given its 21 year history,
  would not be meaningful in the context of its current financial disclosure.
  Accordingly the Company has not adopted this elective provision of AcG11.

Anooraqs results of operations are economically evaluated
  on an "event driven" basis in that exploration expenditures yield information
  on the nature, extent and statistical confidence (primarily from diamond drill
  exploration programs) in a mineralized deposits size and continuity, information
  that is not in the financial statements. Thus, it is difficult to evaluate the
  success of operations in a fiscal year by reference to the financial statements
  given that results are more appropriately measured by an evaluation of the minerals
  discovered and/or confirmed. Anooraqs operating activities do not occur
  on a regular or periodic basis and are subject to the economic realities of
  metals prices and equity financing conditions for natural resource exploration
  issuers. Accordingly, it may not be meaningful to seek observable trends in
  financial operating statistics although liquidity statistics will be important.
  Although Anooraq calculates an annual loss per share (which has varied over
  a range of $0.08 to $0.29 over the last three fiscal years), Anooraq is of the
  view that its share price does not vary in accordance with the loss per share
  statistic but rather Anooraq share prices vary with the price of the underlying
  market for platinum group metals and the outlook for these metals.

Anooraqs financial statements are prepared on the basis
  that it will continue as a going concern. Given that Anooraq has no source of
  significant revenue, this assumption is always subject to the further assumption
  that there will continue to be investment interest in funding exploration to
  seek large tonnage metal deposits even where economic certainty is unknown.
  Anooraq can give no assurance that it will continue to be able to raise sufficient
  funds and should it be unable to continue to do so, may be unable to realize
  on the carrying value of its resource project and the net realizable value could
  be materially less than Anooraqs liabilities with a potential for total
  loss to Anooraq shareholders.

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- 49 -

Anooraq does not believe that it is significantly impacted
  by the effects of inflation and the Canadian dollar has fluctuated in a relatively
  narrow band to the United States dollar US$1.00: Cdn$1.62 to $1.49 during these
  three years. For additional details respecting the five year historical exchange
  rates, see Item 3. Anooraq has not been significantly affected by government
  economic, fiscal, monetary or political policies, and the outlook for Anooraqs
  assets primarily relate to the outlook for platinum group metals. For information
  relating to the historical prices for platinum group metals, see "Item D, Trend
  Information" below.

Operating Results  Fiscal 2003 Compared to Fiscal
  2002

Revenue from interest increased from $38,341 in fiscal 2002
  to $46,060 in fiscal 2003. Expenses for the 2003 fiscal year are $3.8 million
  as compared to $2.4 million in fiscal 2002.

Most administrative costs overall increased in fiscal 2003.
  In particular, accounting for stock based compensation (2003 - $477,087; 2002
  - $nil) increased overall costs. Other areas of increased costs include conference
  and travel (2003 - $180,613; 2002 - $119,392), and office and administration
  (2003 - $125,128; 2002 - $73,039) whereas shareholder communications, salaries
  and benefits, and consulting fees decreased. The largest change was in shareholder
  communication costs (2003 - $193,835; 2002 - $500,039), which decreased from
  2002 when a large distribution of new investor materials was made. Salaries
  and benefits and consulting fees both decreased slightly in fiscal 2003.

The most significant expenditures continue to be on exploration.
  These costs totaled $1,972,659 in fiscal 2003 quarter compared to $976,087 in
  the previous year. The increase was due to additional drilling that was done
  during the year in two areas of the Platreef Project. As drilling was still
  underway on the Central Block at year-end, some of these expenditures will be
  recorded in fiscal 2004.

The highest exploration expenditures in fiscal 2003 were on
  geological and consulting, and drilling. Geological and consulting costs (2003
  - $611,875, 2002 - $425,225) are related to planning and carrying out drilling
  programs. Drilling costs (2003 - $308,552, 2002 - $55,446) are associated with
  15 drill holes, totaling 2,465 meters, drilled at South Block; eight holes,
  totalling 1,809 meters completed to year-end on the Drenthe farm in the Central
  Block; and one diamond drill hole, totalling 178.9 meters, drilled on the Noord
  Holland farm in the Central Block. Assay costs (2003 - $207,939, 2002 - $33,768)
  also increased due to the drilling programs. Site activities expenditures (2003
  - $218,116, 2002 - $100,914) are related to maintaining the field office in
  South Africa and other costs related to the drilling program. Property fees
  also increased in fiscal 2003 (2003 - $286,073; 2002 - $39,143) due to the option
  payments made during the year on Platreef properties.

Hunter Dickinson Inc. ("HDI") of Vancouver, British Columbia
  is a private company with certain directors in common with Anooraq. HDI provides
  geological, corporate development, administrative and management services to,
  and incurs third party costs on behalf of the Company on a full cost recovery
  basis, pursuant to an agreement dated December 31, 1996. In fiscal 2003, Anooraq
  incurred costs of $1,281,758 from HDI, compared to $1,143,295 in the fiscal
  2002.

Operating Results  Fiscal 2002 Compared to Fiscal
  2001

Revenue from interest decreased from $40,982 in fiscal 2001
  to $38,341 in fiscal 2002 due to lower interest rates. Expenses for the 2002
  fiscal year are $2.4 million as compared to $1.9 million in fiscal 2001.

Most administrative costs increased in fiscal 2002 - in particular,
  in the areas of shareholder communications, salaries and benefits, consulting
  fees and travel and promotion. Salaries and benefits increased from $135,244
  to $459,249 and conference and travel increased from $75,990 to $119,392, in
  part attributable due to management and support activities, and travel associated
  with completion of the

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- 50 -

agreements with Rustenburg Platinum Mines ("RPM") to acquire
  significant new land holdings. The increase in shareholder communication costs
  (2002 - $500,039; 2001 - $42,055) is related to the development and distribution
  of new investor materials in the third quarter ($428,298) describing the new
  properties, as well as to comply with new regulations and to deal with shareholder
  issues at large. Consulting fees of $193,902 were also paid in 2002 for activities
  related to the agreements with RPM.

The highest expenditure, $976,087, in fiscal 2002 was on exploration
  but this cost decreased from the $1,444,583 spent in the previous year. The
  main areas in which expenditures decreased from the prior year were site activities
  (2002 - $100,914; 2001 - $681,102), property fees and assessments (2002 - $39,143;
  2001 - $347,038), and transportation (2002  $54,182; 2001 $103,550). Exploration
  costs increased in most other areas. The largest expenditure was on geological
  and consulting (2002 - $458,020; 2001 - $128,935); of these costs, $193,728
  constitute consulting fees, most of which were paid for an airborne geophysical
  survey and for a soil sampling program on the South Block. The geological costs
  are associated with planning and carrying out the exploration activities on
  the Central and South Blocks, and monitoring drilling activities at Rietfontein
  by AML. Engineering fees also increased to $159,584 from $83,332 in fiscal 2001;
  the 2002 costs are mainly related to acquisition, compilation and evaluation
  of geological and engineering information on new property acquisitions. Drilling
  (2002 - $55,446; 2001  $nil) and assays costs (2002 - $33,768; 2001 -
  $18,404) also increased accordingly. Anooraq drilled 769 meters in three holes
  in the Central Block in fiscal 2002, whereas the Company did no drilling in
  fiscal 2001. Assays costs in 2002 are for analyses of drill samples from the
  Central Block and soil samples from the South Block.

During fiscal 2002, Anooraq incurred costs for services from
  HDI of $1,143,295, compared to $896,550 in the same period in fiscal 2001.

B.             
  Liquidity and Capital Resources

Overview and Recent Events

Historically Anooraqs sole source of funding has been
  the sale of equity securities for cash, primarily through private placements
  to sophisticated investors and institutions. Anooraq also issued common share
  capital in each of these three years pursuant to private placement financings.
  Anooraq has no assurance of continued access to significant equity funding.

Fiscal 2003 Compared with Fiscal 2002

In May 2003, Anooraq completed a private placement consisting
  of 1.4 million common shares of the Company at a price of $0.52 per share for
  net proceeds of $728,000. In late July, Anooraq received gross proceeds of $3.15
  million from the exercise of 4.5 million share purchase warrants.

At October 31, 2003, Anooraq had a positive working capital
  position of $5.1 million as compared to $5.2 million at the end of the previous
  quarter, and $3.3 million at the end of the fiscal 2002. The Company had 40,164,172
  common shares outstanding.

On December 24, 2003 and subsequent to year-end, the Company
  announced completion of a private placement financing to qualified investors,
  lead by Desjardins Securities Inc and including Loewen, Ondaatje, McCutcheon
  Limited, as agents, for gross proceeds of $20,000,000. Proceeds will be used
  for working capital purposes and to facilitate the rapid advancement of Anooraqs
  large-scale PGM-nickel projects in South Africa.

On March 15 2004, Anooraq commenced trading on the American
  Stock Exchange under the symbol ANO.

---

- 51 -

Fiscal 2002 Compared with Fiscal 2001

At October 31, 2002, Anooraq had a working capital position
  of $3.3 million, as compared to $2.4 million at the end of the fiscal 2001.
  The Company also had 32,148,463 common shares issued and outstanding.

On August 27, 2002, the Company completed a private placement
  financing of 259,283 units at a price of $0.80 per unit. Each unit was comprised
  of one common share and a one common share purchase warrant exercisable at $0.88
  per common share until December 27, 2003. The warrants are subject to an accelerated
  expiry of 45 days if the Companys shares trade on the TSX Venture Exchange
  for ten consecutive trading days at or above $1.32. Also in August, 4,482,800
  warrants from an August 2001 financing were exercised at a price of $0.70 for
  proceeds or $3.1 million. For further details see note 7 of the consolidated
  financial statements.

Expenses increased due to the active exploration programs
  and increased management and support activities related to the development of
  new property agreements in fiscal 2002. As a result, Anooraqs operating
  loss in fiscal 2002 was $2.4 million ($0.08 per share), as compared to $1.8
  million ($0.11 per share) in fiscal 2001.

At October 31, 2001, Anooraq has a working capital position
  of $2.3 million compared to $0.6 million at the end of the 2000 fiscal year,
  and 27,384,880 issued and outstanding shares.

Both income and expenses have decreased in 2001 from the previous
  year. As a result, Anooraqs operating loss in fiscal 2001 is $1.6 million
  ($0.11 per share) as compared to a loss of $3.9 million ($0.29 per share) in
  fiscal 2000.

On June 13, 2001 the Company announced that it has reached
  agreements to privately place 4,797,800 units in its capital stock at a price
  of $0.65 each, each unit comprising a common share plus a share purchase warrant
  exercisable for one year at $0.70. Management members have subscribed for 24%
  of the units with the balance being purchased by Canadian, European and other
  overseas investors as well as three US accredited investors (aggregating 650,000
  units). Management members participating are David Copeland 118,000; Scott Cousens
  247,000; Robert Dickinson 247,000; Robert Hunter 247,000; Jeffrey Mason 247,000;
  and David Jennings 67,800.

The private placement financing was completed in August 2001
  with proceeds of $3.1 million. Also in August 2001, the Company received TSX
  Venture approval to purchase all remaining interest in Plateau. In September,
  Anooraq purchased the remaining 50% interest in Plateau from Pinnacle for consideration
  consisting of 7.5 million Anooraq shares. Obligations under the original Loan
  Facility and Share Purchase Agreement between Anooraq and Pinnacle were eliminated
  in consideration of the 4.5 million Anooraq warrants, exercisable for $0.70
  for two years. These transactions unify Anooraqs 100% interest in Plateau
  and its underlying PGM prospects without the additional expenditure of $6.4
  million over the next three years, as well as additional dilution that such
  financings would necessitate. It also resulted in the cancellation of Pinnacles
  put of its interest in Plateau to Anooraq and avoided the dilution that would
  have resulted from that transaction.

The Company incurred acquisition costs of $4.2 million in
  2001 related to the acquisition of Plateau, as compared to $nil in 2000. These
  costs make up the major portion of the amount shown as mineral property interest
  in the balance sheet.

---

- 52 -

Financial Instruments

Anooraq keeps its financial instruments denominated in Canadian
  dollars and does not engage in any hedging operations with respect to currency
  or in-situ minerals. Funds in excess to Anooraqs current needs are invested
  in short term near-cash investments pending the need for the funds.

Anooraq does not have any significant commitments for exploration
  expenditures other than approximately $1.7 million in 2004 and $2.7 million
  in 2005 for fees and work commitments on its Platreef properties, and accordingly
  can remain relatively flexible in gearing its activities to the availability
  of funds. As of the fiscal 2003 year end Anooraq estimates that the cost of
  maintaining its corporate administrative activities at approximately $90,000
  per month. Accordingly Anooraqs management estimate that a minimum of
  $2.1 million will be needed to maintain its corporate status and assets over
  the ensuing two-year period. Anooraq has a current working capital of approximately
  $24 million, which is sufficient to fund the next two years administration cost
  and exploration programs.

C.             
  Research Expenditures

Anooraq is a resource expenditure based corporation and accordingly
  does not have a program of intellectual property development or patenting or
  licensing issues.

D.             
  Trend Information

As a natural resource exploration company Anooraqs activities
  reflect the traditional are more cyclical nature of metals prices.

Platinum prices were strong in 2003, averaging about US$693/oz;
  platinum has continued to rise in 2004, averaging US$852/oz in the year-to-date.
  Palladium prices averaged about US$202/oz in 2003, and have also increased in
  2004, averaging US$278/oz in the year-to-date. Gold prices improved significantly
  in 2003, averaging about $364/oz for the year. Gold prices are expected to average
  US$400/oz or more for the next two years.

Improving global economic conditions resulted in significant
  increases in base metal prices in 2003, and this trend has accelerated in early
  2004. Nickel prices averaged US$4.38/lb in 2003 and have averaged US$6.88/lb
  in 2004. Copper prices averaged US$0.81/lb in 2003 and have averaged US$1.17/lb
  so far in 2004.

---

ITEM 6****
  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.             
  Directors and Senior Management

|                                   |                      | Shares Beneficially
|---------------------------------- | -------------------- | -------------------
|Name, Position and                 | Period a Director of | Owned or           
|Place of
      Residence           | the
      Issuer     | Controlled(1)(3)   
|Robert A. Dickinson(2)             | Since November 1990  | 558,415 Shares     
|Chairman of the Board and Director |                      |                    
|Lions Bay, B.C.                    |                      |                    
|Canada                             |                      |                    

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- 53 -

|                                                 |                      | Shares Beneficially
|------------------------------------------------ | -------------------- | -------------------
|Name, Position and                               | Period a Director of | Owned or           
|Place of
      Residence                         | the
      Issuer     | Controlled(1)(3)   
|                                                 |                      |                    
|Ronald W. Thiessen                               | Since April 1996     | 404,923 Shares     
|President, Chief Executive Officer and Director  |                      |                    
|West Vancouver, B.C.                             |                      |                    
|Canada                                           |                      |                    
|                                                 |                      |                    
|Jeffrey R. Mason                                 | Since April 1996     | 852,489 Shares     
|Chief Financial Officer, Corporate Secretary and |                      |                    
|Director                                         |                      |                    
|Vancouver, B.C.                                  |                      |                    
|Canada                                           |                      |                    
|                                                 |                      |                    
|David J. Copeland                                | Since September 1996 | 506,831 Shares     
|Director                                         |                      |                    
|Vancouver, B.C.                                  |                      |                    
|Canada                                           |                      |                    
|                                                 |                      |                    
|Walter T. Segsworth                              | Since March 2004     | Nil                
|Director                                         |                      |                    
|North Vancouver, B.C.                            |                      |                    
|Canada                                           |                      |                    
|                                                 |                      |                    
|Scott D. Cousens                                 | Since September 1996 | 1,386,700 Shares   
|Director                                         |                      |                    
|Vancouver, B.C.                                  |                      |                    
|Canada                                           |                      |                    
|                                                 |                      |                    
|Glen R. Gamble                                   | Since September 2001 | Nil                
|Director                                         |                      |                    
|12892 Sierra Circle                              |                      |                    
|Parker, CO 80134                                 |                      |                    
|                                                 |                      |                    
|Robert A. Hildebrand                             | Since September 2001 | Nil                
|Director                                         |                      |                    
|405 Detroit Street                               |                      |                    
|Denver, CO 80206                                 |                      |                    
|                                                 |                      |                    
|David S. Jennings                                | Since September 1996 | 328,219 Shares     
|Director                                         |                      |                    
|Bowen Island, B.C.                               |                      |                    
|Canada                                           |                      |                    

|(1) | The information as to shares beneficially
        owned or controlled is furnished by the respective directors at March
        31, 2004.                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                
|(2) | Certain of these shares are held in
        the name of United Mineral Services Ltd., a company controlled by Robert
        A. Dickinson.                                                                                     
|    |                                                                                                                                                                                                                                
|(3) | Directors and Officers personally own
        or control 4,037,577 shares which represent approximately 7.5% of the
        current outstanding shares. The directors also hold 3,312,000 options
        and 199,000 warrants.

---

- 54 -

All directors have a term of office expiring at the next annual
  general meeting of the Company. All officers have a term of office lasting until
  their removal or replacement by the Board of Directors.

Principal Occupation of Current Management of Anooraq

RONALD W. THIESSEN, CA  President, Chief Executive
  Officer and Director

Ronald W. Thiessen is accredited as a public accountant in
  Canada and, for the past several years, has had as his principal occupation
  serving as a director and/or officer of several publicly-traded mineral exploration
  companies. Mr. Thiessen is employed by and is a director of Hunter Dickinson
  Inc. (see Item 7), a company providing management and administrative services
  to several publicly-traded companies including Anooraq, and he focuses on directing
  corporate development and financing activities.

ROBERT A. DICKINSON, B.Sc., M.Sc.  Chairman of the
  Board and Director

Robert A. Dickinson is an economic geologist who serves as
  a member of management of several mineral exploration companies, primarily those
  for whom Hunter Dickinson Inc. provides services. He holds a Bachelor of Science
  degree (Hons. Geology) and a Master of Science degree (Business Administration
  - Finance) from the University of British Columbia. Mr. Dickinson has also been
  active in mineral exploration over 34 years. He is a director of Hunter Dickinson
  Inc. He is also President and Director of United Mineral Services Ltd., a private
  investment company.

JEFFREY R. MASON, CA  Chief Financial Officer, Corporate
  Secretary and Director

Jeffrey R. Mason holds a Bachelor of Commerce degree from
  the University of British Columbia and obtained his Chartered Accountant designation
  while specializing in the mining, forestry and transportation sectors at the
  international accounting firm of Deloitte & Touche. Following comptrollership
  positions at an international commodity mercantilist and Homestake Mining Group
  of companies including responsibility for North American Metals Corp. and the
  Eskay Creek Project, Mr. Mason has spent the last nine years as a corporate
  officer and director to a number of publicly-traded (TSX, NASDAQ, TSX Venture)
  mineral exploration companies. Mr. Mason is also employed as Chief Financial
  Officer and director of Hunter Dickinson Inc. and his principal occupation is
  the financial administration of the public companies for which Hunter Dickinson
  Inc. provides services.

SCOTT D. COUSENS - Director

Scott D. Cousens provides management, technical and financial
  services to a number of publicly traded companies. Prior to his involvement
  with the Hunter Dickinson group, he was an investment broker. Mr. Cousens
  focus for the past 14 years has been the development of relationships within
  the international investment community. Substantial financings and subsequent
  corporate success has established strong ties with North American, European
  and Asian investors.

DAVID J. COPELAND, PEng. - Director

David J. Copeland is a geological engineer who graduated in
  economic geology from the University of British Columbia. With over 30 years
  of experience, Mr. Copeland has undertaken assignments in a variety of capacities
  in mine exploration, discovery and development throughout the South Pacific,
  Africa, South America and North America. His principal occupation is President
  and Director of CEC Engineering Ltd., a consulting engineering firm that directs
  and co-ordinates advanced technical programs for exploration on behalf of Anooraq
  and other companies for which Hunter Dickinson Inc. (of which he is a director)
  provides services.

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- 55 -

GLEN R. GAMBLE, B.Sc.  Director

Glen R. Gamble has been a director of the Company since September
  2001 and since June 1997 has served as President, Chief Executive Officer and
  a Director of Pinnacle Resources Inc.

Mr. Gamble has served as an officer and director of variety
  of companies engaged in the fields of mining, oil and gas, cattle, real estate
  and resource financing. Currently, Mr. Gamble is the Manager of Viatica Fund,
  LLC; a Director of Natural Buttes Gas Corp.; Manager of Desert Flower Mining,
  LLC; and President and Chairman of Victory Minerals Corp. and Pinnacle. Offshore,
  Mr. Gamble also serves as a Director on the Board of Directors of Plateau Resources
  (Pty) Ltd. He helped to fund, via private sources, Plateau's start-up and operating
  capital. Mr. Gamble also served on the Board of Vanmag Exploration and Development
  (Pty) Ltd., also a South African corporation. Currently he is a Director with
  Zebediela Platinum (Pty) Ltd., another South African corporation. Mr. Gamble
  has been involved in packaging, financing and selling producing oil and gas
  properties. The flagship company for Mr. Gamble's mineral interests both in
  the United States and in Africa is Victory Minerals. Mr. Gamble attended the
  University of Colorado and graduated with a Bachelor of Science degree in Accounting
  and Finance in 1970.

ROBERT A. HILDEBRAND, P.Eng.  Director

Robert A. Hildebrand has been a director of the Company since
  September 2001. He has been Vice-President, Secretary-Treasurer and a director
  of Pinnacle Resources Inc. since inception.

Since 1991, Mr. Hildebrand has been Vice President of Environmental
  Assurance Corporation, a company offering financial solutions to owners of contaminated
  real estate. Mr. Hildebrand served as the President and a director of Resource
  Finance Group, Ltd., a public Colorado corporation engaged in the business of
  acquiring revenue interest in producing mines in selected developing countries
  in exchange for mining and processing equipment and training provided by Resource
  Finance Group, Ltd., from August 1991 until that company merged, in April 1993,
  with Onyx Systems, Ltd. In November 1996 Mr. Hildebrand served as a consultant
  to Mr. Glen Gamble and Victory Minerals S.A. (Pty) Ltd. to assist Plateau Resources
  (Pty) Ltd. and Vanmag Exploration (Pty) Ltd. He has accepted a directorship
  with Zebediela Platinum (Pty) Ltd., another South African mineral exploration
  corporation. Mr. Hildebrand received his Geological Engineering Degree from
  the Colorado School of Mines in 1954. He has been a registered Colorado Professional
  Engineer since 1958.

DAVID S. JENNINGS, PhD

Dr. Jennings is a mineral deposits geologist holding a B.Sc.
  (Hons.) degree in geology from Lehigh University and a PhD degree in geology
  from McMaster University. He has 29 years of major and junior company experience
  focusing on major project acquisitions, evaluations and explorations discovery.
  Dr. Jennings is employed by and a director of Hunter Dickinson Inc., a company
  providing management and administrative services to publicly traded companies
  focusing on major project acquisitions, evaluations and explorations discovery.
  He is a member of management of several exploration companies.

WALTER T. SEGSWORTH, P.Eng.  Director

Walter T. Segsworth has been an active and respected member
  of the international mining industry for over 30 years. He has an excellent
  track record in employee safety, environmental excellence and turn around production
  situations. During Mr. Segsworths tenure as President, Chief Operating
  Officer and Director at Homestake Mining Company, the Company set a 125 year
  gold production record and its operating costs reached 25 year lows. Mr. Segsworth
  is a past Director and Chairman of the Mining Associations of Canada and British
  Columbia, and was voted British Columbia Mining Industry Person of

---

- 56 -

the Year in 1996. He is a member of the Canadian Institute
  of Mining, Metallurgy and Petroleum and until recently, was part of the Mining
  Curriculum Advisory Board of the Michigan Technological University, from which
  he earned his degree in Mining Engineering.

Mr. Segsworth is, or was within the past years, an officer
  and/or director of the following public companies: Cumberland Resources, Director
  (May 2002-present), Expatriate Resources Ltd., Director (February 2001-present),
  Great Basin Gold Ltd. Director (January 2003-present); Homestake Mining Company,
  President, COO (April 1999  February 2002), Director (February 2001-December
  2001); Homestake Canada, Inc., President, CEO, and Director (April 1998April
  1999); Newhawk Gold Mines Ltd., Director (April 1998-September 1999); Novagold
  Resources Inc., Director (May 2002November 2002); Prime Resources Group
  Inc., President, CEO and Director (April 1998December 1998); UEX Corporation,
  Director (March 2002Present); Westmin Resources Ltd., President, CEO and
  Director (May 1990January 1998).

B.             
  Compensation

During the Companys financial year ended October 31,
  2003, the aggregate cash compensation paid or payable by the Company to its
  directors and senior officers by the Company and its subsidiaries, all of whose
  financial statements are consolidated with those of the Company, was $291,306.
  The direct remuneration paid or payable to the Companys directors and
  senior officers by subsidiaries of the Company whose financial statements are
  not consolidated with those of the Company was $nil.

The aggregate cash compensation paid by the Company for its
  most recently completed financial year to the Named Executive Officers (Mr.
  Thiessen, President and Chief Executive Officer, Mr. Mason, Chief Financial
  Officer and Corporate Secretary, and Mr. Copeland), or companies controlled
  by them, was $170,142. The Companys Named Executive Officers do not serve
  the Company on a full time basis given that the nature of the Companys
  resource property exploration and development business is such that most of
  its requirements for management services are satisfied by the Company engaging
  third-party mineral exploration and development contractors.

The compensation for the Named Executive Officers for the
  Companys three most recently completed financial years is as set out below:

Summary Compensation Table

|Name and Principal
      Position                                    | Fiscal Year
      Ended
      October 31 | Annual Compensation               | Long-Term Compensation      |                        
|-------------------------------------------------------------------- | ---------------------------------------- | --------------------------------- | --------------------------- | -----------------------
|Awards                                                               | Payouts                                 
|Salary                                                               | Bonus                                    | Other
      Annual                | Options                     | Restricted             
|Ronald W. Thiessen
      President and Chief
      Executive Officer | 2003
      2002
      2001               | 62,336
      62,663
      18,432  | Nil
      120,000
      Nil | Nil
      Nil
      Nil
|Jeffrey R. Mason
      Secretary and Chief
      Financial Officer   | 2003
      2002
      2001               | 51,258
      43,768
      18,432  | Nil
      60,000
      Nil  | Nil
      Nil
      Nil
|David J. Copeland
      Director                                     | 2003
      2002
      2001               | 56,548
      103,175
      53,703 | Nil
      60,000
      Nil  | Nil
      Nil
      Nil



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- 57 -

Long-Term Incentive Plans Awards

Long term incentive plan awards (LTIP) means a
  plan providing compensation intended to motivate performance over a period greater
  than one financial year. LTIPs do not include option or stock appreciation
  rights plans or plans for compensation through shares or units that are subject
  to restrictions on resale. The Company did not award any LTIPs to any Named
  Executive Officer during the most recently completed financial year.

Stock Options

The stock options granted to the Named Executive Officers
  during the financial year ended October 31, 2003 were as follows:

|Name        | Securities
      Under Options
      Granted
      (#) | % of Total
      Options
      Granted to
      Employees in
      Financial Year | Exercise or Base
      Price
      ($/Security) | Market Value of
      Securities
      Underlying
      Options on the
      Date of Grant
      ($/Security) | Expiration Date
|----------- | ------------------------------------------------------ | --------------------------------------------------------------------------------- | ----------------------------------------------- | ------------------------------------------------------------------------------------------------------------- | ---------------
|R. Thiessen | 96,000                                                 | 3.45%                                                                             | $0.48                                           | $0.48                                                                                                         | Dec 20, 2004   
|R. Thiessen | 120,000                                                | 4.2%                                                                              | $2.00                                           | $2.00                                                                                                         | Oct 29, 2005   
|J. Mason    | 96,000                                                 | 3.4%                                                                              | $0.48                                           | $0.48                                                                                                         | Dec 20, 2004   
|J. Mason    | 120,000                                                | 4.2%                                                                              | $2.00                                           | $2.00                                                                                                         | Oct 29, 2005   
|D. Copeland | 96,000                                                 | 3.4%                                                                              | $0.48                                           | $0.48                                                                                                         | Dec 20, 2004   
|D. Copeland | 120,000                                                | 4.2%                                                                              | $2.00                                           | $2.00                                                                                                         | Oct 29, 2005   

The stock options exercised by the Named Executive Officers
  during the financial year ended October 31, 2003 and the values of such options
  at the end of such year wereas follows:

|Name        | Securities Acquired
      on Exercise
      (#) | Aggregate Value
      Realized
      ($) | Unexercised
      Options/SARs at
      FY-End
      (#)
      Exercisable/
      Unexercisable | Value of
      Unexercised in-the-
      Money
      Options/SARs at
      FY-End
      ($)
      Exercisable/
      Unexercisable
|----------- | ----------------------------------------------- | ---------------------------------------- | ----------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------
|R. Thiessen | 100,000                                         | 47,000                                   | $466,000/ $0                                                                                    | $435,920/ $0                                                                                                                      
|J. Mason    | 100,000                                         | 47,000                                   | $466,000/ $0                                                                                    | $435,920/ $0                                                                                                                      
|D. Copeland | 100,000                                         | 47,000                                   | $466,000/ $0                                                                                    | $435,920/ $0                                                                                                                      

Others

Other than the foregoing, the aggregate value of other compensation
  (including benefits) paid by the Company and its subsidiaries to executive officers
  of the Company did not exceed the lesser of $10,000 times the number of executive
  officers and 10% of the cash compensation paid to executive officers during
  the financial period ended October 31, 2003.

Pension Plans

There are no defined benefit or actuarial plans in place.

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- 58 -

Termination of Employment, Change in Responsibilities and
  Employment Contracts

There are no compensatory plans or arrangements with respect
  to any of the Named Executive Officers resulting from the resignation, retirement
  or any other termination of employment of the officers employment or from
  a change of the Named Executive Officers responsibilities following a
  change in control.

Compensation of Directors

There are no arrangements under which directors were compensated
  by the Company and its subsidiaries during the most recently completed financial
  year for their services in their capacity as directors or consultants.

On December 11, 2002, an aggregate of 672,000 (96,000 to each
  of seven directors) incentive options to purchase shares were granted to the
  directors at an exercise price of $0.48 per share. The options expire on December
  20, 2004. The shares traded at a high of $0.56 per share and a low of $0.43
  per share during the 30 day period preceding the date of grant of the options.
  The options were issued pursuant to the Companys Share Option Plan. The
  Share Option Plan was approved by disinterested shareholders at the Companys
  annual general meeting held on April 23, 2002.

On October 29, 2003, an aggregate of 840,000 (120,000 to each
  of seven directors) incentive options to purchase shares were granted to the
  directors at an exercise price of $2.00 per share. The options expire on October
  21, 2005. The shares traded at a high of $1.86 per share and a low of $0.85
  per share during the 30 day period preceding the date of grant of the options.
  The options were issued pursuant to the Companys Share Option Plan.

Commencing November 1, 2003, each director of the Company
  is paid an annual directors fee of $2400 (paid quarterly) and an additional
  fee of $600 for each directors' meeting attended. Each director who is a member
  of a committee receives $2400 for each committee of which he or she is a member,
  and a further fee of $600 for each committee meeting attended.

Securities Held By Insiders

As at March 31, 2003 the directors and officers of Anooraq
  and their affiliate held as a group, directly and indirectly, owned or controlled
  an aggregate of 4,138,613 common shares (12.8%) and hold options and warrants
  to acquire an additional 4,030,000 common shares. To the knowledge of the directors
  and officers of Anooraq, as at such date, there were no persons exclusive of
  directors and officers holding more than 10% of the issued common shares.

C.             
  Board Practices

All directors were re-elected at the April 23, 2003 annual
  general meeting and have a term of office expiring at the next annual general
  meeting of Anooraq to be held on May 21, 2004. All officers have a term of office
  lasting until their removal or replacement by the Board of Directors.

There are no arrangements under which directors were compensated
  by Anooraq and its subsidiaries during the financial year ended October 31,
  2003 for their services in their capacity as directors and consultants except
  as herein disclosed. For the year ended October 31, 2003, Anooraq compensated
  its directors directly and indirectly for services by paying them an aggregate
  of $291,306, excluding the amount paid to Mr. David Copelands private
  companies, CEC Engineering Ltd and Geologie Baie James

---

- 59 -

Ltee. Anooraq paid $56,548 to the private engineering company
  owned by David J. Copeland for engineering and geological services provided
  during the year.

On October 29, 2003, an aggregate of 840,000 (120,000 to each
  of seven directors) incentive options to purchase shares were granted to the
  directors at an exercise price of $2.00 per share. The options expire on October
  21, 2005. The shares traded at a high of $1.85 per share and a low of $0.85
  per share during the 30 day period preceding the date of grant of the options.
  The options were issued pursuant to the Companys Share Option Plan

Walter Segsworth, Glen Gamble and Robert Hildebrand are members
  of the Companys audit committee. The audit committee is elected annually
  by the directors of Anooraq at the first meeting of the board held after Anooraqs
  annual general meeting. Its primary function is to review the financial statements
  of the company before they are submitted to the board for approval. The audit
  committee is also available to assist the board if required with matters relating
  to the appointment of the Companys auditor and the overall scope and results
  of the audit, internal financial controls, and financial information for publication
  for various purposes. The Company has no remuneration committee.

D.             
  Employees

At March 31, 2004, Anooraq had no employees, and contracted
  staff on an as-need basis. Anooraqs functions are primarily administered
  through Hunter Dickinson Inc. (see Item 7).

---

- 60 -

E.             
  Share Ownership

As at March 31, 2004, an aggregate of 4,510,000 Shares have
  been reserved for issuance pursuant to the following employee, director, executive
  officer and service provider stock options:

(a) Incentive Options

|                          |                   |                   | Exercise |          
|------------------------- | ----------------- | ----------------- | -------- | ---------
|                          | Grant
      Date  | Expiry
      Date | Price    | Total    
|Employees and consultants | July 31, 2002     | October 29, 2004  | $0.84    | 150,000  
|                          | December 11, 2002 | December 20, 2004 | $0.48    | 43,000   
|                          | March 30, 2003    | March 30, 2005    | $0.85    | 50,000   
|                          | May 8, 2003       | May 9, 2005       | $0.50    | 3,500    
|                          | July 9, 2003      | July 29, 2005     | $0.60    | 64,000   
|                          | September 5, 2003 | September 8, 2005 | $0.85    | 100,000  
|                          | October 29, 2003  | October 21, 2005  | $2.00    | 715,000  
|                          | November 25, 2003 | October 21, 2005  | $2.00    | 72,500   
|                          |                   |                   |          | 1,198,000
|                          |                   |                   |          |          
|Directors and Officers    | July 31, 2002     | October 29, 2004  | $0.84    | 1,800,000
|                          | December 11, 2002 | December 20, 2004 | $0.48    | 672,000  
|                          | October 29, 2003  | October 21, 2005  | $2.00    | 840,000  
|                          |                   |                   |          | 3,312,000
|                          |                   |                   |          |          
|Total at March 31, 2004   |                   |                   |          | 4,510,000

During fiscal 2003, 1,206,000 options were exercised with
  proceeds of $720,090 at an average price of $0.60 per share.

(b) Share Incentive Plan

In order to provide incentive to directors, officers, employees,
  management and others who provide services to Anooraq to act in the best interests
  of Anooraq, Anooraq has adopted a Share Incentive Plan (the "Plan"). The Plan
  was originally approved by shareholders at Anooraqs annual general meeting
  held on April 21, 1998, and a resolution increasing the number of shares available
  for issuance under the Plan was approved by shareholders on April 23, 2003 (the
  "2003 Plan"). Under the 2003 Plan, a total of 6,450,000 shares of Anooraq were
  reserved for share incentive options to be granted at the discretion of Anooraqs
  board of directors to eligible optionees (the "Optionees"). As of March 31,
  2004, a total of 4,510,000 share incentive options are outstanding under the
  Plan of which 3,312,000 options have been granted to insiders, and 5,000 shares
  remain available for issuance to future Optionees.

---

- 61-

Material Terms of the 2002 PlanEligible Optionees

Under TSX Venture policy, to be eligible for the issuance of
  a stock option under the 2002 Plan an Optionee must either be an employee, director,
  officer, consultant or an employee of a company providing management or other
  services to Anooraq or its subsidiary at the time the option is granted. 
  Options may be granted only to an individual or to a company that is wholly
  owned by individuals eligible for an option grant. If the option is granted
  to a company, the company must provide TSX Venture with an undertaking that
  it will not permit any transfer of its shares, nor issue further shares, to
  any other individual or entity as long as the incentive stock option remains
  in effect without the consent of TSX Venture.Material Terms of the PlanThe following is a summary of the material terms of the 2003 Plan

|(a) | all options granted under the 2003 Plan
        are non-assignable and non-transferable and are up to a period of 10 years;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | for stock options granted to employees
        or service providers (inclusive of management company employees), Anooraq
        is required to represent that the proposed Optionee is a bona fide employee
        or service provider (inclusive of a management company employee), as the
        case may be, of Anooraq or of any of its subsidiaries;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(c) | The Company has a share purchase option
        approval plan approved by the shareholders that allows it to grant options,
        subject to regulatory terms and approval, to its employees, officers,
        directors and non-employees. The exercise price of each option can be
        set equal to or greater than the closing price of the common shares on
        the TSX Venture on the day prior to the date of the grant of the option
        less the applicable discount according to TSX Venture policy. An option
        has a maximum term of ten years and terminates 30 days following the termination
        of the optionees employment, except in the case of retirement or
        death. In the case of retirement, it terminates 30 to 90 days, at managements
        discretion, following retirement. In the case of death, it terminates
        at the earlier of one year after the event or the expiry of the option.
        Vesting of options is done at the discretion of the Board at the time
        the options are granted; and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(d) | the minimum exercise price of an option
        granted under the 2003 Plan must not be less than the closing price for
        Anooraqs common shares as traded on the TSX Venture on the last
        trading day before the date that the option is granted less allowable
        discounts as permitted by TSX Venture of up to 25% (depending on the price
        at the time of grant).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

Anooraq has obtained "disinterested" shareholders' approval
  and therefore under TSX Venture policy:

the number of options granted to Insiders of Anooraq may exceed 10% of
      Anooraqs outstanding listed shares;
    the aggregate number of options granted to Insiders of Anooraq within
      a one year period may exceed 10% of Anooraqs outstanding listed shares;
      and
    the number of options granted to any one Insider and such Insiders
      associates within a one year period may exceed 5% of Anooraqs outstanding
      listed shares


but always subject to the aggregate limit of 6,450,000 shares.


---

- 62 -

Disinterested Shareholder Approval ("DSA")

"Disinterested shareholder approval" means the approval by
  a majority of the votes cast by all shareholders of Anooraq at the shareholders
  meeting excluding votes attached to listed shares beneficially owned by "Insiders"
  of Anooraq (generally officers and directors) to whom the DSA Options have been
  granted under the 2003 Plan and Associates of those Insiders.

---

ITEM 7****
  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.             
  Major Shareholders

Anooraqs securities are recorded on the books of its
  transfer agent in registered form, however, the majority of such shares are
  registered in the name of intermediaries such as brokerage houses and clearing
  houses on behalf of their respective brokerage clients, and Anooraq does not
  have knowledge or access to information about of the beneficial owners thereof.
  To the best of its knowledge, Anooraq is not directly or indirectly owned or
  controlled by a corporation or foreign government. As of March 31, 2004, Anooraq
  had authorized 200,000,000 common shares without par value of which 54,108,607
  were issued and outstanding.

As of March 31, 2004, the only registered holders of 5% or
  more of the common shares of Anooraq were brokerage clearing houses.

Under the British Columbia Securities Actinsiders
  (generally officers, directors, holders of 10% or more of Anooraq's shares)
  are required to file insider reports of changes in their ownership in the first
  10 days of the month following a trade in Anooraq's securities. Copies of such
  reports are available for public inspection at the offices of the British Columbia
  Securities Commission, 9th Floor, 701 West Georgia Street, Vancouver, British
  Columbia V7Y 1L2 (phone (604) 899-6500) or at the British Columbia Securities
  Commission web site (www.bcsc.bc.ca).

As of March 31, 2004,

Number ofregisteredshareholders of
      Number of
      Percentage ofLocation
      record
      shares
      total
        sharesCanada
      94
      48,141,627
      89.0%United States
      34
      3,798,099
      7.0%Other
      12
      2,168,881
      4.0%140
      54,108,607


Shares registered in intermediaries were assumed to be held
  by residents of the same country in which the clearing house was located.

B.             
  Related Party Transactions

No director or senior officer, and no associate or affiliate
  of the foregoing persons, and no insider has or has had any material interest,
  direct or indirect, in any other transactions, or in any other proposed transaction,
  which in either such case has materially affected or will materially affect
  Anooraq or its predecessors during the year ended October 31, 2003 except as
  follows:

---

- 63 -

|(a) | Hunter Dickinson Inc. ("HDI"), is one
        of the largest independent mining exploration groups in North America
        and as of March 31, 2004, employs or retains on a substantially full-time
        basis, twenty-five geoscientists (of which nine are professional geologists/PGeo,
        and five are geological engineers/PEng and two are PhDs), six licensed
        professional mining, mechanical or civil engineers (PEng), seven accountants
        (including four CAs and two CMAs) and twenty administrative and support
        personnel. It has supervised mineral exploration projects in Canada (British
        Columbia, Manitoba, Ontario, Quebec, and Yukon) and internationally in
        Brazil, Chile, the United States, Mexico and South Africa. HDI allocates
        the cost of staff input into projects such as the Platreef Project based
        on the time records of the personnel involved. Costs of such personnel
        and third party contractors are billed to the participating public companies
        on a full cost recovery basis (inclusive of HDI staff costs and overhead)
        for amounts that are considered by the Company's management to be competitive
        with arms-length suppliers. The shares of HDI are owned by each
        of the participating public corporations (including the Company) for as
        long as HDIs services are retained by such participating company.
        However a participant surrenders its single share of HDI at the time of
        termination of the standard form of services agreement. The agreement
        can be cancelled on 30 days notice. HDI is managed by the directors
        of the Company, who are generally the controlling directors of the other
        corporate participants in the arrangements with of HDI.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(b) | Geological Management and Administration
        Services Agreement dated for reference the 31st day of December, 1996
        pursuant to which HDI provides geological, corporate development management
        and administrative services to, and incurs third-party costs on behalf
        of, the Company on a full cost recovery basis believed by the Companys
        management to be at a cost that is competitive with arms length
        suppliers. During the fiscal year ended October 31, 2003 the Company paid
        or incurred $1,281,758 to HDI for services pursuant to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

No director or officer of the Company has been indebted to
  the Company at any time during the last three fiscal years.

C.             
  Interests of Experts and Counsel

Not applicable.

---

ITEM 8****
  FINANCIAL INFORMATION

A.             
  Consolidated Statements and Other Financial Information

See "Item 17 Financial Statements".

Legal Proceedings

Anooraq is not involved in any litigation or legal proceedings
  and to Anooraqs knowledge, no material legal proceedings involving Anooraq
  or its subsidiaries are to be initiated against Anooraq. Anooraq is subject
  to arbitration proceedings in connection with its agreement with Africa Minerals
  Ltd as described in Item.

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- 64 -

Dividend Policy

The Company has not paid any dividends on its outstanding common shares since
  its incorporation and does not anticipate that it will do so in the foreseeable
  future. All funds of Anooraq are being retained for exploration of its projects.

B.             
  Significant Changes

There have been no significant changes to the business of Anooraq since October
  31, 2003.

---

ITEM 9****
  THE OFFER AND LISTING

A.             
  Offer and Listing Details

Trading Markets

|                               | TSX
      Venture: ARQ trading in Canadiandollars |  | OTCBB:
      ARQRF andAMEX: ANO trading in UnitedStates dollars | 
|------------------------------ | -------------------------------------------------- |  | ---------------------------------------------------------------- | 
|                               |                                                    | 
|                               |                                                    | 
|                               |                                                    | 
|                               | High                                               |  | Low                                                              | 
|                               | ($)                                                |  | ($)                                                              | 
|Annual                         |                                                    |  |                                                                  | 
|2004 (to March 31,
      2004) | 4.18                                               |  | 2.18                                                             | 
|2003                           | 2.20                                               |  | 0.40                                                             | 
|2002                           | 1.01                                               |  | 0.41                                                             | 
|2001                           | 0.82                                               |  | 0.44                                                             | 
|2000                           | 2.10                                               |  | 0.42                                                             | 
|1999                           | 1.10                                               |  | 0.35                                                             | 
|1998                           | 1.05                                               |  | 0.28                                                             | 
|                               |                                                    |  |                                                                  | 
|By Quarter                     |                                                    |  |                                                                  | 
|Calendar 2002                  |                                                    |  |                                                                  | 
|First Quarter                  | 0.65                                               |  | 0.41                                                             | 
|Second Quarter                 | 0.94                                               |  | 0.55                                                             | 
|Third Quarter                  | 1.01                                               |  | 0.53                                                             | 
|Fourth Quarter                 | 0.60                                               |  | 0.41                                                             | 
|                               |                                                    |  |                                                                  | 
|Calendar 2003                  |                                                    |  |                                                                  | 
|First Quarter                  | 0.66                                               |  | 0.43                                                             | 
|Second Quarter                 | 0.75                                               |  | 0.53                                                             | 
|Third Quarter                  | 0.74                                               |  | 0.40                                                             | 
|Fourth Quarter                 | 2.20                                               |  | 0.66                                                             | 
|                               |                                                    |  |                                                                  | 
|Calendar 2004                  |                                                    |  |                                                                  | 
|First Quarter                  | 2.75                                               |  | 1.60                                                             | 

---

- 65 -

|              | TSX
      Venture: ARQ trading in Canadiandollars |  | OTCBB:
      ARQRF andAMEX: ANO trading in UnitedStates dollars | 
|------------- | -------------------------------------------------- |  | ---------------------------------------------------------------- | 
|              |                                                    | 
|              |                                                    | 
|              |                                                    | 
|              | High                                               |  | Low                                                              | 
|              | ($)                                                |  | ($)                                                              | 
|Monthly       |                                                    |  |                                                                  | 
|March 2004    | 3.50                                               |  | 2.61                                                             | 
|February 2004 | 3.30                                               |  | 2.41                                                             | 
|January 2004  | 4.18                                               |  | 2.18                                                             | 
|December 2003 | 2.47                                               |  | 1.98                                                             | 
|November 2003 | 2.75                                               |  | 1.60                                                             | 
|October 2003  | 2.20                                               |  | 0.85                                                             | 

B.             
  Plan of Distribution

Not applicable.

C.             
  Markets

The shares of Anooraq have traded in Canada on the TSX Venture
  Exchange (successor Exchange to the Canadian Venture and Vancouver Stock Exchanges)
  since September 24, 1987 (symbol-ARQ), and in the USA on the OTCBB (symbol ARQRF).
  On March 15, 2004, the Company commenced trading on the American Stock Exchange
  under the symbol ANO and ceased trading on the OTCBB.

D.             
  Selling Shareholders

Not applicable.

E.             
  Dilution

Not applicable.

F.             
  Expenses of the Issue

Not applicable.

---

ITEM 10****
  ADDITIONAL INFORMATION

A.             
  Share Capital

Anooraqs share capital consists of one class only, namely
  common shares without par value, of which 200,000,000 shares are authorized
  and 54,108,607 common shares without par value are issued and outstanding as
  of March 31, 2004. Note 7 of the accompanying audited financial statements provides
  details of all share issuances effected by Anooraq in the issue price per share
  for the four previous fiscal years. There are no shares of Anooraq that are
  held by or on behalf of Anooraq. There have been no changes in the classification
  of common shares (reclassifications, consolidations, reverse splits or the like)
  within the previous five years. All common shares of Anooraq rank pari passu
  for the payment of any dividends and distributions in the event of a windup.
  A summary of Anooraqs dilutive securities (convertible or exercisable
  into common shares) is as follows:

---

- 66 -

(a) Warrants

The following share purchase warrants are outstanding as of
  the date hereof. All warrants were issued as part of unit private placements
  comprising a share and a warrant. All warrants are non-transferable.

|No. of Warrants(1)    | Exercise Price | Expiry Date    
|--------------------- | -------------- | ---------------
|5,333,334 (investors) | $2.50          | June 1, 2005(2)

Notes:

|(1) | Each warrant is exercisable into one common share of Anooraq.
|--- | -------------------------------------------------------------
|(2) | Subject to accelerated expiry.                               

Other Potential Share Issuances

A summary of Anooraqs diluted share capital is as follows:

|(a) | issued as of March 31, 2004            | 54,033,607 | 
|--- | -------------------------------------- | ---------- | 
|(b) | options outstanding                    | 4,510,000  | 
|(c) | warrants outstanding                   | 5,333,334  | 
|(d) | Shares potentially issuable to MSA (1) | 87,500     | 
|    |                                        |            | 
|    | Total                                  | 63,964,441 | 

|Notes:
|------
|      
|(1)   
|      
|(2)   

B.             
  Memorandum and Articles of Association

Anooraqs Articles of Association and Memorandum are
  registered with the British Columbia Registrar of Companies under Corporation
  No. 262963. A copy of the Articles of Association was filed with Anooraqs
  initial registration on Form 20-F filed in March 2000.

Objects and Purposes

Anooraqs Articles of Incorporation do not specify objects
  or purposes. Under British Columbia law, a British Columbia corporation has
  all the legal powers of a natural person. British Columbia corporations may
  not undertake certain limited business activities (for example, operating as
  a trust company or railroad) without alterations to its form of articles and
  specific government consent.

Directors  Powers and Limitations

Anooraqs articles do not specify a maximum number of
  directors (the minimum under British Columbia law for a public company is three).
  The number of directors is determined annually by shareholders at the annual
  Shareholders meeting and all directors are elected at that time, there are no
  staggered directorships. Under the BCCA directors are obligated to abstain from
  voting on matters in which they

---

- 67 -

may be financially interested after fully disclosing such
  interest. Directors compensation is not a matter on which they must abstain.
  Under the articles the directors are entitled between successive annual general
  meeting to appoint one or more additional directors but not more than one-third
  of the number of directors fixed at a shareholders or actually elected at the
  preceding annual general meeting. Directors automatically retire at the commencement
  of each annual meeting subject to being re-elected.

Under the articles, a director who is any way directly or
  indirectly interested in a proposed contract or transaction with Anooraq or
  who holds any office or possesses any property whereby directly or indirectly
  a duty might be created which would conflict with his duty or interest as a
  director shall declare the nature and extent of such interest in such contract
  or transaction. A director shall not vote in respect of any such contract or
  transaction if the company in which he is interested and if he should vote his
  vote shall not be counted but shall be counted in the quorum present at the
  meeting. Similarly, under the BCCA directors are obligated to abstain from voting
  on matters in which they may be financially interested after fully disclosing
  such interest. Directors must abstain in such circumstances both under the articles
  and under the BCCA.

Directors must be of the age of majority (18), and meet eligibility
  criteria including not being mentally infirm, an undischarged bankrupt, no fraud
  related convictions in the previous five years and a majority of directors must
  be ordinarily resident in Canada. There is no mandatory retirement age either
  under Anooraqs articles or under the BCCA.

Directors borrowing powers are not restricted but the
  directors may not authorize Anooraq to provide financial assistance where Anooraq
  is insolvent or the providing of the guarantee would render it insolvent. Directors
  need not own any shares of Anooraq in order to qualify as directors.

Changes to Rights of Common Shareholders

Changes to the articles and memorandum of Anooraq require
  a "special resolution" being a resolution passed by not less than 75% of the
  shares voted in person or by proxy at a duly convened shareholders meeting.
  Some corporate changes including amalgamation with another company, sale of
  substantially all of Anooraqs assets, redomiciling out of the jurisdiction
  of British Columbia, creation of new classes of shares not only require such
  75% approval but generally also give rise to a dissent right which is the right
  to be paid the fair value of the stockholders shares in cash if the required
  special resolution is actually passed and Anooraq elects to proceed with the
  matter notwithstanding receipt of dissent notices. A notice of a shareholders
  meeting at which such an action is intended to be effected must include a prominent
  notice of the dissent right. Dissent provisions governed by the BCCA and not
  by the articles of the Company.

Shareholders Meetings

Shareholders meetings are only peripherally governed by the
  articles of the Company with most shareholder protections contained in the Securities
  Act (British Columbia) and the BCCA. The articles provide that Anooraq will
  hold an annual general meeting, will provide at least 21 days notice and
  will provide for certain procedural matters and rules of order with respect
  to conduct of the meeting. The Securities Act (British Columbia) and
  the BCCA superimpose requirements that generally provide that shareholders meetings
  require not less than a 60 day period from initial public notice that Anooraq
  makes a thorough advanced search of intermediary and brokerage registered shareholdings
  to ascertain location of beneficial shareholders so that materials can be sent,
  the form and content of information circulars and proxies and like matters typically
  governed by such securities legislation. This legislation specifies the disclosure
  requirements for various corporate actions, background information on the nominees
  for election for director, executive compensation paid in the previous year
  and full details of any unusual

---

- 68 -

matters. Anooraq must hold an annual shareholders meeting within
  13 months of the previous annual shareholders meeting and must present audited
  statements which are no more than 180 days old at that meeting. RedemptionAnooraq has no redeemable securities authorized or issued.Pre-emptive RightsThere are no pre-emptive rights applicable to Anooraq which provide a right
  to any person to participate in offerings of Anooraqs securitiesLiquidationAll common shares of Anooraq participate rateably in any available assets
  in the event of a winding up or other liquidation.No Limitation on Foreign OwnershipThere are no limitations under Anooraqs Articles or in the BCCA on
  the right of persons who are not citizens of Canada to hold or vote common shares.
  (See also "Exchange Controls".)DividendsDividends may be declared by the Board out of available assets and are paid
  rateably to holders of common shares. No dividend may be paid if Anooraq is,
  or would thereby become, insolvent. Voting RightsEach Anooraq share is entitled to one vote on matters to which common shares
  ordinarily vote including the election of directors, appointment of auditors
  and approval of corporate changes and other matters requiring shareholder approval.Change in ControlAnooraq has not implemented any shareholders rights or other "poison
  pill" protection against possible take-overs. Anooraq does not have any agreements
  which are triggered by a take-over or other change of control. There are no
  provisions in its articles triggered by or affected by a change in outstanding
  shares which gives rise to a change in control.Share Ownership ReportingThe articles of Anooraq do not require disclosure of share ownership. Share
  ownership of director nominees must be reported annually in proxy materials
  sent to Anooraqs shareholders. There are no requirements under British
  Columbia corporate law to report ownership of shares of Anooraq but the British
  Columbia Securities Act requires disclosure of trading by insiders including
  holders of 10% of voting shares within 10 days of the trade. Controlling shareholders
  (generally those in excess of 20% of outstanding shares) must provide seven
  days advance notice of share sales.

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- 69 -

C.             
  Material Contracts

Anooraqs material contracts ( See Item 19) are:

| | (a) | Amended Share Incentive Plan dated for
        reference April 22, 1999 (filed with Form 20-F on March 13, 2000);                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                              
| | (b) | Sale and Assignment Agreement dated
        for reference the 18th day of October, 1999 related to the Platreef Project
        (see Items 1 and 2) (filed with Form 20-F on March 13, 2000);
| |     |                                                                                                                                                                                              
| | (c) | Geological Management and Administration
        Services Agreement dated for reference December 31, 1996 (filed with Form
        20-F on March 13, 2000);                                  
| |     |                                                                                                                                                                                              
| | (d) | Joint Venture Agreement between Potgietersrust
        Platinums Limited and Plateau dated November 25, 2003.                                                                                
| |     |                                                                                                                                                                                              
| | (e) | Share Exchange Agreement between Pelawan
        and Anooraq made as of January 21, 2004;                                                                                                    

D.             
  Exchange Controls

Anooraq is a corporation registered in Province of British
  Columbia, Canada. There is no law or governmental decree or regulation in Canada
  that restricts the export or import of capital, or affects the remittance of
  dividends, interest or other payments to a non-resident holder of Common Shares,
  other than withholding tax requirements. Any such remittances to United States
  residents are generally subject to withholding tax. See "Taxation", below.

There is no limitation imposed by the laws of Canada or by
  the charter or other constituent documents of Anooraq on the right of a non-resident
  to hold or vote the Common Shares, other than as provided in the Investment
  Canada Act (Canada) (the "Investment Act"). The following discussion
  summarizes the material features of the Investment Act for a non-resident
  who proposes to acquire a controlling number of Common Shares. It is general
  only, it is not a substitute for independent advice from an investors
  own advisor, and it does not anticipate statutory or regulatory amendments.
  Anooraq does not believe the Investment Act will have any affect on it
  or on its non-Canadian shareholders due to a number of factors including the
  nature of its operations and Anooraqs relatively small capitalization.

The Investment Act generally prohibits implementation
  of a reviewable investment by an individual, government or agency thereof, corporation,
  partnership, trust or joint venture (each an "entity") that is not a "Canadian"
  as defined in the Investment Act (a "non-Canadian"), unless after review
  the Director of Investments appointed by the minister responsible for the Investment
  Act is satisfied that the investment is likely to be of net benefit to Canada.
  The size and nature of a proposed transaction may give rise to an obligation
  to notify the Director to seek an advance ruling. An investment in the Common
  Shares by a non-Canadian other than a "WTO Investor" (as that term is defined
  in the Investment Act and which term includes entities which are nationals
  of or are controlled by nationals of member states of the World Trade Organization)
  when Anooraq was not controlled by a WTO Investor, would be reviewable under
  the Investment Act if it was an investment to acquire control of Anooraq
  and the value of the assets of Anooraq, as determined in accordance with the
  regulations promulgated under the Investment Act, was $5 million or more, or
  if an order for review was made by the federal cabinet on the grounds that the
  investment related to Canadas cultural heritage or national identity,
  regardless of the value of the assets of Anooraq. An investment in the Common
  Shares by a WTO Investor, or by a non-Canadian when Anooraq was controlled by
  a WTO Investor, would be reviewable under the Investment Act if it was
  an

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investment to acquire control of Anooraq and the value of
  the assets of Anooraq, as determined in accordance with the regulations promulgated
  under the Investment Act, was not less than a specified amount, which for 2000
  exceeds Cdn$192 million. A non-Canadian would acquire control of Anooraq for
  the purposes of the Investment Act if the non-Canadian acquired a majority
  of the Common Shares. The acquisition of less than a majority but one-third
  or more of the Common Shares would be presumed to be an acquisition of control
  of Anooraq unless it could be established that, on the acquisition, Anooraq
  was not controlled in fact by the acquiror through the ownership of the Common
  Shares.

The foregoing assumes Anooraq will not engage in the production
  of uranium or own an interest in a producing uranium property in Canada, or
  provide any financial service or transportation service, as the rules governing
  these businesses are different.

Certain transactions relating to the Common Shares would be
  exempt from the Investment Act, including

(a) an acquisition of the Common Shares
  by a person in the ordinary course of that persons business as a trader
  or dealer in securities,

(b) an acquisition of control of Anooraq
  in connection with the realization of security granted for a loan or other financial
  assistance and not for a purpose related to the provisions of the Investment
  Act, and

(c) an acquisition of control of Anooraq
  by reason of an amalgamation, merger, consolidation or corporate reorganization
  following which the ultimate direct or indirect control in fact of Anooraq,
  through the ownership of the Common Shares, remained unchanged.

E.             
  Taxation

Material Canadian Federal Income Tax Consequences for United
  States Residents

The following, in management's understanding, summarizes the
  material Canadian federal income tax consequences generally applicable to the
  holding and disposition of Common Shares by a holder (in this summary, a "U.S.
  Holder") who, (a) for the purposes of the Income Tax Act (Canada) (the "Tax
  Act"), is not resident in Canada, deals at arms length with Anooraq, holds
  the Common Shares as capital property and does not use or hold the Common Shares
  in the course of carrying on, or otherwise in connection with, a business in
  Canada, and (b) for the purposes of the Canada-United States Income Tax Convention,
  1980 (the "Treaty"), is a resident solely of the United States, has never been
  a resident of Canada, and has not held or used (and does not hold or use) Common
  Shares in connection with a permanent establishment or fixed base in Canada.
  This summary does not apply to traders or dealers in securities, limited liability
  companies, tax-exempt entities, insurers, financial institutions (including
  those to which the mark-to-market provisions of the Tax Act apply), or any other
  U.S. Holder to which special considerations apply.

This summary is based on the current provisions of the Tax
  Act including all regulations thereunder, the Treaty, all proposed amendments
  to the Tax Act, the regulations and the Treaty publicly announced by the Government
  of Canada to the date hereof, and the current administrative practices of the
  Canada Customs and Revenue Agency. It has been assumed that all currently proposed
  amendments will be enacted as proposed and that there will be no other relevant
  change in any governing law or administrative practice, although no assurances
  can be given in these respects. This summary does not take into account provincial,
  U.S., state or other foreign income tax law or practice. The tax consequences
  to any particular U.S. Holder will vary according to the status of that holder
  as an individual, trust, corporation, partnership or other entity, the jurisdictions
  in which that holder is subject to taxation, and

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generally according to that holders particular circumstances.
  Accordingly, this summary is not, and is not to be construed as, Canadian tax
  advice to any particular U.S. Holder.

Dividends

Dividends paid or deemed to be paid to a U.S. Holder by Anooraq
  will be subject to Canadian withholding tax. Under the Treaty, the rate of withholding
  tax on dividends paid to a U.S. Holder is generally limited to 15% of the gross
  amount of the dividend (or 5% if the U.S. Holder is a corporation and beneficially
  owns at least 10% of Anooraqs voting shares). Anooraq will be required
  to withhold the applicable withholding tax from any such dividend and remit
  it to the Canadian government for the U.S. Holders account.

Disposition

A U.S. Holder is not subject to tax under the Tax Act in respect
  of a capital gain realized on the disposition of a Common Share in the open
  market unless the share is "taxable Canadian property" to the holder thereof
  and the U.S. Holder is not entitled to relief under the Treaty. A Common Share
  will be taxable Canadian property to a U.S. Holder if, at any time during the
  60 months preceding the disposition, the U.S. Holder or persons with whom the
  U.S. Holder did not deal at arms length alone or together owned, or had
  rights to acquire, 25% or more of Anooraqs issued shares of any class
  or series.

A U.S. Holder whose Common Shares do constitute taxable Canadian
  property, and who might therefore be liable for Canadian income tax under the
  Tax Act, will generally be relieved from such liability under the Treaty unless
  the value of such shares at the time of disposition is derived principally from
  real property situated in Canada. Management of Anooraq believes that the value
  of Anooraqs Common Shares is not currently derived principally from real
  property situated in Canada.

United States Tax Consequences

United States Federal Income Tax Consequences

Based on managements discussions with its professional
  advisors, it believes the following is a discussion of material United States
  federal income tax consequences, under current law, generally applicable to
  a U.S. Holder (as hereinafter defined) of common shares of Anooraq. This discussion
  does not address all potentially relevant federal income tax matters and it
  does not address consequences peculiar to persons subject to special provisions
  of federal income tax law, such as those described below as excluded from the
  definition of a U.S. Holder. In addition, this discussion does not cover any
  state, local or foreign tax consequences. (see "Taxation  Canadian Federal
  Income Tax Consequences" above). Accordingly, holders and prospective holders
  of common shares of Anooraq should consult their own tax advisors about the
  specific federal, state, local, and foreign tax consequences to them of purchasing,
  owning and disposing of common shares of Anooraq, based upon their individual
  circumstances.

The following discussion is based upon the sections of the
  Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations,
  published Internal Revenue Service ("IRS") rulings, published administrative
  positions of the IRS and court decisions that are currently applicable, any
  or all of which could be materially and adversely changed, possibly on a retroactive
  basis, at any time and which are subject to differing interpretations. This
  discussion does not consider the potential effects, both adverse and beneficial,
  of any proposed legislation which, if enacted, could be applied, possibly on
  a retroactive basis, at any time.

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U.S. Holders

As used herein, a "U.S. Holder" means a holder of common shares
  of Anooraq who is a citizen or individual resident of the United States, a corporation
  or partnership created or organized in or under the laws of the United States
  or of any political subdivision thereof, an estate whose income is taxable in
  the United States irrespective of source or a trust subject to the primary supervision
  of a court within the United States and control of a United States fiduciary
  as described Section 7701(a)(30) of the Code. This summary does not address
  the tax consequences to, and U.S. Holder does not include, persons subject to
  specific provisions of federal income tax law, such as tax-exempt organizations,
  qualified retirement plans, individual retirement accounts and other tax-deferred
  accounts, financial institutions, insurance companies, real estate investment
  trusts, regulated investment companies, broker-dealers, non-resident alien individuals,
  persons or entities that have a "functional currency" other than the U.S. dollar,
  shareholders subject to the alternative minimum tax, shareholders who hold common
  shares as part of a straddle, hedging or conversion transaction, and shareholders
  who acquired their common shares through the exercise of employee stock options
  or otherwise as compensation for services. This summary is limited to U.S. Holders
  who own common shares as capital assets and who own (directly and indirectly,
  pursuant to applicable rules of constructive ownership) no more than 5% of the
  value of the total outstanding stock of Anooraq. This summary does not address
  the consequences to a person or entity holding an interest in a shareholder
  or the consequences to a person of the ownership, exercise or disposition of
  any options, warrants or other rights to acquire common shares. In addition,
  this summary does not address special rules applicable to United States persons
  (as defined in Section 7701(a)(30) of the Code) holding common shares through
  a foreign partnership or to foreign persons holding common shares through a
  domestic partnership.

Distribution on Common Shares of Anooraq

In general, U.S. Holders receiving dividend distributions
  (including constructive dividends) with respect to common shares of Anooraq
  are required to include in gross income for United States federal income tax
  purposes the gross amount of such distributions, equal to the U.S. dollar value
  of such distributions on the date of receipt (based on the exchange rate on
  such date), to the extent that Anooraq has current or accumulated earnings and
  profits, without reduction for any Canadian income tax withheld from such distributions.
  Such Canadian tax withheld may be credited, subject to certain limitations,
  against the U.S. Holders federal income tax liability or, alternatively,
  may be deducted in computing the U.S. Holders federal taxable income by
  those who itemize deductions. (See more detailed discussion at "Foreign Tax
  Credit" below). To the extent that distributions exceed current or accumulated
  earnings and profits of Anooraq, they will be treated first as a return of capital
  up to the U.S. Holders adjusted basis in the common shares and thereafter
  as gain from the sale or exchange of property. Preferential tax rates for long-term
  capital gains are applicable to a U.S. Holder which is an individual, estate
  or trust. There are currently no preferential tax rates for long-term capital
  gains for a U.S. Holder which is a corporation.

In the case of foreign currency received as a dividend that
  is not converted by the recipient into U.S. dollars on the date of receipt,
  a U.S. Holder will have a tax basis in the foreign currency equal to its U.S.
  dollar value on the date of receipt. Generally any gain or loss recognized upon
  a subsequent sale or other disposition of the foreign currency, including the
  exchange for U.S. dollars, will be ordinary income or loss. However, an individual
  whose realized gain does not exceed $200 will not recognize that gain, provided
  that there are no expenses associated with the transaction that meet the requirements
  for deductibility as a trade or business expense (other than travel expenses
  in connection with a business trip) or as an expense for the production of income.

Dividends paid on the common shares of Anooraq generally will
  not be eligible for the dividends received deduction provided to corporations
  receiving dividends from certain United States corporations.

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A U.S. Holder which is a corporation and which owns shares
  representing at least 10% of the voting power and value of Anooraq may, under
  certain circumstances, be entitled to a 70% (or 80% if the U.S. Holder owns
  shares representing at least 20% of the voting power and value of Anooraq) deduction
  of the United States source portion of dividends received from Anooraq (unless
  Anooraq qualifies as a "foreign personal holding company" or a "passive foreign
  investment company," as defined below). Anooraq does not anticipate that it
  will earn any United States income, however, and therefore does not anticipate
  that any U.S. Holder will be eligible for the dividends received deduction.

Under current Treasury Regulations, dividends paid on Anooraqs
  common shares, if any, generally will not be subject to information reporting
  and generally will not be subject to U.S. backup withholding tax. However, dividends
  and the proceeds from a sale of Anooraqs common shares paid in the U.S.
  through a U.S. or U.S. related paying agent (including a broker) will be subject
  to U.S. information reporting requirements and may also be subject to the 31%
  U.S. backup withholding tax, unless the paying agent is furnished with a duly
  completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding
  tax rules will be allowed as a refund or a credit against the U.S. Holders
  U.S. federal income tax liability, provided the required information is furnished
  to the IRS.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions)
  Canadian income tax with respect to the ownership of common shares of Anooraq
  may be entitled, at the option of the U.S. Holder, to either receive a deduction
  or a tax credit for such foreign tax paid or withheld. Generally, it will be
  more advantageous to claim a credit because a credit reduces United States federal
  income taxes on a dollar-for-dollar basis, while a deduction merely reduces
  the taxpayers income subject to tax. This election is made on a year-by-year
  basis and generally applies to all foreign taxes paid by (or withheld from)
  the U.S. Holder during that year. There are significant and complex limitations
  which apply to the credit, among which is the general limitation that the credit
  cannot exceed the proportionate share of the U.S. Holders United States
  income tax liability that the U.S. Holders foreign source income bears
  to his or its worldwide taxable income. In the determination of the application
  of this limitation, the various items of income and deduction must be classified
  into foreign and domestic sources. Complex rules govern this classification
  process. In addition, this limitation is calculated separately with respect
  to specific classes of income such as "passive income," "high withholding tax
  interest," "financial services income," "shipping income," and certain other
  classifications of income. Dividends distributed by Anooraq will generally constitute
  "passive income" or, in the case of certain U.S. Holders, "financial services
  income" for these purposes. The availability of the foreign tax credit and the
  application of the limitations on the credit are fact specific, and U.S. Holders
  of common shares of Anooraq should consult their own tax advisors regarding
  their individual circumstances.

Disposition of Common Shares of Anooraq

In general, U.S. Holders will recognize gain or loss upon
  the sale of common shares of Anooraq equal to the difference, if any, between
  (i) the amount of cash plus the fair market value of any property received,
  and (ii) the shareholders tax basis in the common shares of Anooraq. Preferential
  tax rates apply to long-term capital gains of U.S. Holders which are individuals,
  estates or trusts. In general, gain or loss on the sale of common shares of
  Anooraq will be long-term capital gain or loss if the common shares are a capital
  asset in the hands of the U.S. Holder and are held for more than one year. Deductions
  for net capital losses are subject to significant limitations. For U.S. Holders
  which are not corporations, any unused portion of such net capital loss may
  be carried over to be used in later tax years until such net capital loss is
  thereby exhausted. For U.S. Holders that are corporations (other than corporations
  subject to Subchapter S of the Code), an unused net capital loss may be carried
  back three years and carried

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forward five years from the loss year to be offset against
  capital gains until such net capital loss is thereby exhausted.

Other Considerations

Set forth below are certain material exceptions to the above-described
  general rules describing the United States federal income tax consequences resulting
  from the holding and disposition of common shares:

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the
  total combined voting power or the total value of Anooraqs outstanding
  shares is owned, directly or indirectly (pursuant to applicable rules of constructive
  ownership), by five or fewer individuals who are citizens or residents of the
  United States and 60% or more of Anooraqs gross income for such year is
  derived from certain passive sources (e.g., from certain interest and dividends),
  Anooraq may be treated as a "foreign personal holding company." In that event,
  U.S. Holders that hold common shares would be required to include in gross income
  for such year their allocable portions of such passive income to the extent
  Anooraq does not actually distribute such income. Anooraq does not believe that
  it currently qualifies as a foreign personal holding company. However, there
  can be no assurance that Anooraq will not be considered a foreign personal holding
  company for the current or any future taxable year.

Foreign Investment Company

If 50% or more of the combined voting power or total value
  of Anooraqs outstanding shares is held, directly or indirectly, by citizens
  or residents of the United States, United States domestic partnerships or corporations,
  or estates or trusts other than foreign estates or trusts (as defined by the
  Code Section 7701(a)(31)), and Anooraq is found to be engaged primarily in the
  business of investing, reinvesting, or trading in securities, commodities, or
  any interest therein, it is possible that Anooraq may be treated as a "foreign
  investment company" as defined in Section 1246 of the Code, causing all or part
  of any gain realized by a U.S. Holder selling or exchanging common shares to
  be treated as ordinary income rather than capital gain. Anooraq does not believe
  that it currently qualifies as a foreign investment company. However, there
  can be no assurance that Anooraq will not be considered a foreign investment
  company for the current or any future taxable year.

Passive Foreign Investment Company

United States income tax law contains rules governing "passive
  foreign investment companies" ("PFIC") which can have significant tax effects
  on U.S. Holders of foreign corporations. These rules do not apply to non-U.S.
  Holders. Section 1297 of the Code defines a PFIC as a corporation that is not
  formed in the United States if, for any taxable year, either (i) 75% or more
  of its gross income is "passive income," which includes interest, dividends
  and certain rents and royalties or (ii) the average percentage, by fair market
  value (or, if the corporation is not publicly traded and either is a controlled
  foreign corporation or makes an election, by adjusted tax basis), of its assets
  that produce or are held for the production of "passive income" is 50% or more.
  Anooraq appears to have been a PFIC for the fiscal year ended October 31, 1999,
  and at least certain prior fiscal years. In addition, Anooraq expects to qualify
  as a PFIC for the fiscal year ending October 31, 2000 and may also qualify as
  a PFIC in future fiscal years. Each U.S. Holder of Anooraq is urged to consult
  a tax advisor with respect to how the PFIC rules affect such U.S. Holders
  tax situation.

Each U.S. Holder who holds stock in a foreign corporation
  during any year in which such corporation qualifies as a PFIC is subject to
  United States federal income taxation under one of three alternative tax

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regimes at the election of such U.S. Holder. The following
  is a discussion of such alternative tax regimes applied to such U.S. Holders
  of Anooraq. In addition, special rules apply if a foreign corporation qualifies
  as both a PFIC and a "controlled foreign corporation" (as defined below) and
  a U.S. Holder owns, actually or constructively, 10% or more of the total combined
  voting power of all classes of stock entitled to vote of such foreign corporation
  (See more detailed discussion at "Controlled Foreign Corporation" below).

A U.S. Holder who elects to treat Anooraq as a qualified electing
  fund ("QEF") will be subject, under Section 1293 of the Code, to current federal
  income tax for any taxable year to which the election applies in which Anooraq
  qualifies as a PFIC on his pro rata share of Anooraqs (i) "net capital
  gain" (the excess of net long-term capital gain over net short-term capital
  loss), which will be taxed as long-term capital gain, and (ii) "ordinary earnings"
  (the excess of earnings and profits over net capital gain), which will be taxed
  as ordinary income, in each case, for the shareholders taxable year in
  which (or with which) Anooraqs taxable year ends, regardless of whether
  such amounts are actually distributed. A U.S. Holders tax basis in the
  common shares will be increased by any such amount that is included in income
  but not distributed.

The procedure a U.S. Holder must comply with in making an
  effective QEF election, and the consequences of such election, will depend on
  whether the year of the election is the first year in the U.S. Holders
  holding period in which Anooraq is a PFIC. If the U.S. Holder makes a QEF election
  in such first year, i.e., a "timely" QEF election, then the U.S. Holder may
  make the QEF election by simply filing the appropriate documents at the time
  the U.S. Holder files his tax return for such first year. If, however, Anooraq
  qualified as a PFIC in a prior year during the U.S. Holders holding period,
  then, in order to avoid the Section 1291 rules discussed below, in addition
  to filing documents, the U.S. Holder must elect to recognize under the rules
  of Section 1291 of the Code (discussed herein), (i) any gain that he would otherwise
  recognize if the U.S. Holder sold his stock on the qualification date or (ii)
  if Anooraq is a controlled foreign corporation, the U.S. Holders pro rata
  share of Anooraqs post-1986 earnings and profits as of the qualification
  date. The qualification date is the first day of Anooraqs first tax year
  in which Anooraq qualified as a QEF with respect to such U.S. Holder. For purposes
  of this discussion, a U.S. Holder who makes (i) a timely QEF election, or (ii)
  an untimely QEF election and either of the above-described gain-recognition
  elections under Section 1291 is referred to herein as an "Electing U.S. Holder."
  A U.S. Holder who holds common shares at any time during a year of Anooraq in
  which Anooraq is a PFIC and who is not an Electing U.S. Holder (including a
  U.S. Holder who makes an untimely QEF election and makes neither of the above-described
  gain-recognition elections) is referred to herein as a "Non-Electing U.S. Holder."
  An Electing U.S. Holder (i) generally treats any gain realized on the disposition
  of his Company common shares as capital gain; and (ii) may either avoid interest
  charges resulting from PFIC status altogether, or make an annual election, subject
  to certain limitations, to defer payment of current taxes on his share of Anooraqs
  annual realized net capital gain and ordinary earnings subject, however, to
  an interest charge. If the U.S. Holder is not a corporation, any interest charge
  imposed under the PFIC regime would be treated as "personal interest" that is
  not deductible.

In order for a U.S. Holder to make (or maintain) a valid QEF
  election, Anooraq must provide certain information regarding its net capital
  gains and ordinary earnings and permit its books and records to be examined
  to verify such information. Anooraq intends to make the necessary information
  available to U.S. Holders to permit them to make (and maintain) QEF elections
  with respect to Anooraq. Anooraq urges each U.S. Holder to consult a tax advisor
  regarding the availability of, and procedure for making, the QEF election.

A QEF election, once made with respect to Anooraq, applies
  to the tax year for which it was made and to all subsequent tax years, unless
  the election is invalidated or terminated, or the IRS consents to revocation
  of the election. If a QEF election is made by a U.S. Holder and Anooraq ceases
  to qualify as a PFIC in a

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subsequent tax year, the QEF election will remain in effect,
  although not applicable, during those tax years in which Anooraq does not qualify
  as a PFIC. Therefore, if Anooraq again qualifies as a PFIC in a subsequent tax
  year, the QEF election will be effective and the U.S. Holder will be subject
  to the rules described above for Electing U.S. Holders in such tax year and
  any subsequent tax years in which Anooraq qualifies as a PFIC. In addition,
  the QEF election remains in effect, although not applicable, with respect to
  an Electing U.S. Holder even after such U.S. Holder disposes of all of his or
  its direct and indirect interest in the shares of Anooraq. Therefore, if such
  U.S. Holder reacquires an interest in Anooraq, that U.S. Holder will be subject
  to the rules described above for Electing U.S. Holders for each tax year in
  which Anooraq qualifies as a PFIC.

In the case of a Non-Electing U.S. Holder, special taxation
  rules under Section 1291 of the Code will apply to (i) gains realized on the
  disposition (or deemed to be realized by reasons of a pledge) of his Company
  common shares and (ii) certain "excess distributions," as defined in Section
  1291(b), by Anooraq.

A Non-Electing U.S. Holder generally would be required to
  pro rate all gains realized on the disposition of his Company common shares
  and all excess distributions on his Company common shares over the entire holding
  period for the common shares. All gains or excess distributions allocated to
  prior years of the U.S. Holder (excluding any portion of the holders period
  prior to the first day of the first year of Anooraq (i) which began after December
  31, 1986, and (ii) for which Anooraq was a PFIC) would be taxed at the highest
  tax rate for each such prior year applicable to ordinary income. The Non-Electing
  U.S. Holder also would be liable for interest on the foregoing tax liability
  for each such prior year calculated as if such liability had been due with respect
  to each such prior year. A Non-Electing U.S. Holder that is not a corporation
  must treat this interest charge as "personal interest" which, as discussed above,
  is wholly non-deductible. The balance, if any, of the gain or the excess distribution
  will be treated as ordinary income in the year of the disposition or distribution,
  and no interest charge will be incurred with respect to such balance. In certain
  circumstances, the sum of the tax and the PFIC interest charge may exceed the
  amount of the excess distribution received, or the amount of proceeds of disposition
  realized, by the U.S. Holder.

If Anooraq is a PFIC for any taxable year during which a Non-Electing
  U.S. Holder holds Company common shares, then Anooraq will continue to be treated
  as a PFIC with respect to such Company common shares, even if it is no longer
  definitionally a PFIC. A Non-Electing U.S. Holder may terminate this deemed
  PFIC status by electing to recognize gain (which will be taxed under the rules
  discussed above for Non-Electing U.S. Holders) as if such Company common shares
  had been sold on the last day of the last taxable year for which it was a PFIC.

Effective for tax years of U.S. Holders beginning after December
  31, 1997, U.S. Holders who hold (actually or constructively) marketable stock
  of a foreign corporation that qualifies as a PFIC may elect to mark such stock
  to the market annually (a "mark-to-market election"). If such an election is
  made, such U.S. Holder will generally not be subject to the special taxation
  rules of Section 1291 discussed above. However, if the mark-to-market election
  is made by a Non-Electing U.S. Holder after the beginning of the holding period
  for the PFIC stock, then the Section 1291 rules will apply to certain dispositions
  of, distributions on and other amounts taxable with respect to Anooraq common
  shares. A U.S. Holder who makes the mark-to market election will include in
  income for each taxable year for which the election is in effect an amount equal
  to the excess, if any, of the fair market value of the common shares of Anooraq
  as of the close of such tax year over such U.S. Holders adjusted basis
  in such common shares. In addition, the U.S. Holder is allowed a deduction for
  the lesser of (i) the excess, if any, of such U.S. Holders adjusted tax
  basis in the common shares over the fair market value of such shares as of the
  close of the tax year, or (ii) the excess, if any, of (A) the mark-to-market
  gains for the common shares in Anooraq included by such U.S. Holder for prior
  tax years, including any amount which would have been

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treated as a mark-to-market gain for any prior tax year but
  for the Section 1291 rules discussed above with respect to Non-Electing U.S.
  Holders, over (B) the mark-to-market losses for shares that were allowed as
  deductions for prior tax years. A U.S. Holders adjusted tax basis in the
  common shares of Anooraq will be adjusted to reflect the amount included in
  or deducted from income as a result of a mark-to-market election. A mark-to-market
  election applies to the taxable year in which the election is made and to each
  subsequent taxable year, unless Anooraq common shares cease to be marketable,
  as specifically defined, or the IRS consents to revocation of the election.
  Because the IRS has not established procedures for making a mark-to-market election,
  U.S. Holders should consult their tax advisor regarding the manner of making
  such an election. No view is expressed regarding whether common shares of Anooraq
  are marketable for these purposes or whether the election will be available.

Under Section 1291(f) of the Code, the IRS has issued Proposed
  Treasury Regulations that, subject to certain exceptions, would treat as taxable
  certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally
  not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations,
  and transfers at death. Generally, in such cases the basis of Anooraq common
  shares in the hands of the transferee and the basis of any property received
  in the exchange for those common shares would be increased by the amount of
  gain recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder
  would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges
  pursuant to corporate reorganizations, and transfers at death. The transferees
  basis in this case will depend on the manner of the transfer. In the case of
  a transfer by an Electing U.S. Holder upon death, for example, the transferees
  basis is generally equal to the fair market value of the Electing U.S. Holders
  common shares as of the date of death under Section 1014 of the Code. The specific
  tax effect to the U.S. Holder and the transferee may vary based on the manner
  in which the common shares are transferred. Each U.S. Holder of Anooraq is urged
  to consult a tax advisor with respect to how the PFIC rules affect his or its
  tax situation.

Whether or not a U.S. Holder makes a timely QEF election with
  respect to common shares of Anooraq, certain adverse rules may apply in the
  event that both Anooraq and any foreign corporation in which Anooraq directly
  or indirectly holds shares is a PFIC (a "lower-tier PFIC"). Pursuant to certain
  Proposed Treasury Regulations, a U.S. Holder would be treated as owning his
  or its proportionate amount of any lower-tier PFIC shares, and generally would
  be subject to the PFIC rules with respect to such indirectly-held PFIC shares
  unless such U.S. Holder makes a timely QEF election with respect thereto. Anooraq
  intends to make the necessary information available to U.S. Holders to permit
  them to make (and maintain) QEF elections with respect to each subsidiary of
  Anooraq that is a PFIC.

Under the Proposed Treasury Regulations, a U.S. Holder who
  does not make a timely QEF election with respect to a lower-tier PFIC generally
  would be subject to tax (and the PFIC interest charge) on (i) any excess distribution
  deemed to have been received with respect to his or its lower-tier PFIC shares
  and (ii) any gain deemed to arise from a so-called "indirect disposition" of
  such shares. For this purpose, an indirect disposition of lower-tier PFIC shares
  would generally include (i) a disposition by Anooraq (or an intermediate entity)
  of lower-tier PFIC shares, and (ii) any other transaction resulting in a diminution
  of the U.S. Holders proportionate ownership of the lower-tier PFIC, including
  an issuance of additional common shares by Anooraq (or an intermediate entity).
  Accordingly, each prospective U.S. Holder should be aware that he or it could
  be subject to tax even if such U.S. Holder receives no distributions from Anooraq
  and does not dispose of its common shares. Anooraq strongly urges each prospective
  U.S. Holder to consult a tax advisor with respect to the adverse rules applicable,
  under the Proposed Treasury Regulations, to U.S. Holders of lower-tier PFIC
  shares.

Certain special, generally adverse, rules will apply with
  respect to Company common shares while Anooraq is a PFIC unless the U.S. Holder
  makes a timely QEF election. For example under Section 1298(b)(6) of the Code,
  a U.S. Holder who uses PFIC stock as security for a loan (including a margin

---

- 78 -

loan) will, except as may be provided in regulations, be treated
  as having made a taxable disposition of such shares.

Controlled Foreign Corporation

If more than 50% of the total combined voting power of all
  classes of shares entitled to vote or the total value of the shares of Anooraq
  is owned, actually or constructively, by citizens or residents of the United
  States, United States domestic partnerships or corporation, or estates or trusts
  other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)),
  each of which own, actually or constructively, 10% or more of the total combined
  voting power of all classes of shares entitled to vote of Anooraq ("United States
  Shareholder"), Anooraq could be treated as a controlled foreign corporation
  ("CFC") under Subpart F of the Code. This classification would effect many complex
  results, one of which is the inclusion of certain income of a CFC which is subject
  to current U.S. tax. The United States generally taxes United States Shareholders
  of a CFC currently on their pro rata shares of the Subpart F income of the CFC.
  Such United States Shareholders are generally treated as having received a current
  distribution out of the CFCs Subpart F income and are also subject to
  current U.S. tax on their pro rata shares of increases in the CFCs earnings
  invested in U.S. property. The foreign tax credit described above may reduce
  the U.S. tax on these amounts. In addition, under Section 1248 of the Code,
  gain from the sale or exchange of shares by a U.S. Holder of common shares of
  Anooraq which is or was a United States Shareholder at any time during the five-year
  period ending on the date of the sale or exchange is treated as ordinary income
  to the extent of earnings and profits of Anooraq attributable to the shares
  sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign
  corporation generally will not be treated as a PFIC with respect to United States
  Shareholders of the CFC. This rule generally will be effective for taxable years
  of United States Shareholders beginning after 1997 and for taxable years of
  foreign corporations ending with or within such taxable years of United States
  Shareholders. Special rules apply to United States Shareholders who are subject
  to the special taxation rules under Section 1291 discussed above with respect
  to a PFIC. Because of the complexity of Subpart F, a more detailed review of
  these rules is outside of the scope of this discussion. Anooraq does not believe
  that it currently qualifies as a CFC. However, there can be no assurance that
  Anooraq will not be considered a CFC for the current or any future taxable year.

F.             
  Dividends and Paying Agents

Not applicable.

G.             
  Statement by Experts

Not applicable.

H.             
  Documents on Display

Exhibits attached to this Form 20-F are also available for
  viewing at the offices of Anooraq, Suite 1020  800 West Pender Street,
  Vancouver, British Columbia V6C 2V6 or on request of Anooraq at 604-684-6365,
  attention Shirley Main. Copies of Anooraqs financial statements and other
  continuous disclosure documents required under the British Columbia Securities
  Act are available for viewing on the internet at www.SEDAR.com.

---

- 79 -

I.             
  Subsidiary Information

Anooraq has two subsidiary companies incorporated in the Cayman
  Island and one incorporated in South Africa. The articles of these companies
  do not have unusual provisions which would adversely affect Anooraqs ability
  to exercise control over them as their parent company.

---

ITEM 11****
  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

(a)         Transaction
  Risk and Currency Risk Management

Anooraqs operations do not employ financial instruments
  or derivatives which are market sensitive and Anooraq does not have financial
  market risks.

(b)         Exchange
  Rate Sensitivity

In the normal course of business, the Company enters into
  transactions for the purchase of supplies and services denominated in South
  African rand. In addition, the Company has cash and certain liabilities denominated
  in South African rand. As a result, the Company is subject to foreign exchange
  risk from fluctuations in foreign exchange rates.

(c)         Exchange
  Controls

The Company operates in the Republic of South Africa, and
  like other foreign entities operating there, is subject to currency Exchange
  Controls administered by the South African Reserve Bank, the country's central
  bank. A significant portion of the Company's funding structure for its South
  African operations consists of advancing loans to its South Africa incorporated
  subsidiaries and it is possible the Company may not be able to acceptably repatriate
  such funds once those subsidiaries are able to repay the loans or repatriate
  other funds such as operating profits should any develop.

(d)         Interest
  Rate Risk and Equity Price Risk

Anooraq is equity financed and does not have any debt which
  is subject to interest rate change risks.

(e)         Commodity
  Price Risk

While the value of Anooraqs resource properties can
  always be said to relate to the price of platinum group metals and the outlook
  for same, Anooraq does not have any operating mines and hence does not have
  any hedging or other commodity based risks respecting its operations.

---

ITEM 12****
  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.             
  Debt Securities

Not applicable.

B.             
  Warrants and Rights

Not applicable. (Anooraqs warrants are non-transferable
  and no market exists for them. Anooraq has issued no rights.)

---

- 80 -

C.             
  Other Securities

Not applicable.

D.             
  American Depositary Shares

Not applicable.

---

PART II

ITEM 13****
  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

---

ITEM 14****
  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

---

ITEM 15****
  [RESERVED]

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the Exchange Act), the Company carried out an evaluation
  of the effectiveness of the design and operation of its disclosure controls
  and procedures as of October 31, 2003, being the date of the Company's most
  recently completed fiscal year end. This evaluation was carried out under the
  supervision and with the participation of the Company's Chief Executive Officer,
  Ronald W. Thiessen, and the Company's Chief Financial Officer, Jeffrey R. Mason.
  Based upon that evaluation, the Company's Chief Executive Officer and Chief
  Financial Officer concluded that the Company's disclosure controls and procedures
  are effective in timely alerting management to material information relating
  to it required to be included in the Company's periodic SEC filings. There have
  been no significant changes in the Company's internal controls or in other factors
  that could significantly affect internal controls subsequent to the date the
  Company carried out the evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  the Company's reports filed or submitted under the Exchange Act is recorded,
  processed, summarized and reported, within the time periods specified in the
  Securities and Exchange Commission's rules and forms. Disclosure controls and
  procedures include, without limitation, controls and procedures designed to
  ensure that information required to be disclosed in the Company's reports filed
  under the Exchange Act is accumulated and communicated to management, including
  the Company's Chief Executive Officer and Chief Financial Officer, to allow
  timely decisions regarding required disclosure.

During the Company's most recently completed fiscal year ended
  October 31, 2003, there were no changes in the Company's internal control over
  financial reporting that have materially affected, or are reasonably likely
  to affect, its internal control over financial reporting.

---

- 81 -

The term internal control over financial reporting
  is defined as a process designed by, or under the supervision of, the registrant's
  principal executive and principal financial officers, or persons performing
  similar functions, and effected by the registrant's board of directors, management
  and other personnel, to provide reasonable assurance regarding the reliability
  of financial reporting and the preparation of financial statements for external
  purposes in accordance with generally accepted accounting principles and includes
  those policies and procedures that:

|(a) | Pertain to the maintenance of records
        that in reasonable detail accurately and fairly reflect the transactions
        and dispositions of the assets of the registrant;                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | Provide reasonable assurance that transactions
        are recorded as necessary to permit preparation of financial statements
        in accordance with generally accepted accounting principles, and that
        receipts and expenditures of the registrant are being made only in accordance
        with authorizations of management and directors of the registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(c) | Provide reasonable assurance regarding
        prevention or timely detection of unauthorized acquisition, use or disposition
        of the registrant's assets that could have a material effect on the financial
        statements.                                                                                                                                          

---

ITEM 16****
  AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES, AND EXEMPTIONS

A.             
  Audit Committee Financial Expert

The Board of Directors has determined that Mr. Walter Segsworth
  is a member of the audit committee who qualifies as a financial expert
  based on his experience. Mr. Segsworth is "independent", as the term is defined
  by the American Stock Exchange, which is a national securities exchange.

B.             
  Code of Ethics

The Company has adopted a code of ethics that applies to the
  Company's chief executive officer, the chief financial officer, and other members
  of senior management. The Code of Ethics is appended as an exhibit to this Form
  20-F.

C.             
  Principal Accountant Fees and Services

The following table discloses the aggregate fees billed for
  each of the last two fiscal years for professional services rendered by the
  Company's audit firm for various services:

---

- 82 -

|                                    |   | Year ended  |  |   | Year ended  | 
|----------------------------------- | - | ----------- |  | - | ----------- | 
|                                    |   | October 31, |  |   | October 31, | 
|Services:                           |   | 2003        |  |   | 2002        | 
|Audit services                      | $ | 7,500       |  | $ | 7,500       | 
|Audit- and review- related services |   |            |  |   |            | 
|Tax services                        |   |            |  |   | 1,750       | 
|All other services                  |   |            |  |   |            | 
|                                    | $ | 7,500       |  | $ | 9,250       | 

From time to time, management of the Company recommends to
  and requests approval from the audit committee for non-audit services to be
  provided by the Company's auditors. The audit committee routinely considers
  such requests at committee meetings, and if acceptable to a majority of the
  audit committee members, pre-approves such non-audit services by a resolution
  authorizing management to engage the Company's auditors for such non-audit services,
  with set maximum dollar amounts for each itemized service. During such deliberations,
  the audit committee assesses, among other factors, whether the services requested
  would be considered "prohibited services" as contemplated by the US Securities
  and Exchange Commission, and whether the services requested and the fees related
  to such services could impair the independence of the auditors.

As 2003 was the first year of the audit committee pre-approval
  process, only the audit and the tax services rendered in the year ended October
  2003 were pre-approved by the audit committee.

D.             
  Exemptions from Listing Standards for Audit Committees

Not applicable.

E.             
  Purchases Of Equity Securities by the Issuer and Affiliated Purchasers

None.

---

PART III

ITEM 17****
  FINANCIAL STATEMENTS

The following attached financial statements are incorporated
  herein:

|(1) | Auditors Reports on the consolidated
        balance sheets as at October 31, 2003, and 2002, and the consolidated
        statements of operations and deficit, and cash flows for each of the three
        years ended October 31, 2003, 2002, and 2001;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                             
|(2) | Consolidated balance sheets as at October
        31, 2003, and 2002;                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                             
|(3) | Consolidated statements of operations
        and deficit for each of the three years ended October 31, 2003, 2002 and
        2001;                                                                                                                        
|    |                                                                                                                                                                                                                                                             
|(4) | Consolidated statements of cash flows
        for the periods referred to in (3) above;                                                                                                                                                                     

---

- 83 -

|(5) | Notes to the consolidated financial statements;
|--- | -----------------------------------------------

---

ITEM 18****
  FINANCIAL STATEMENTS

Not Applicable. See Item 17.

---

ITEM 19****
  EXHIBITS

Key to the following document types:

|1. | Articles of Incorporation
        and Registered Incorporation Memorandum of Anooraq.     
|-- | ------------------------------------------------------------------------------------------
|   |                                                                                           
|2. | Other Instruments defining
        the rights of the holders of equity or debt securities.
|   |                                                                                           
|3. | A.                                                                                        
|   |                                                                                           
|   | B.                                                                                        

Exhibits attached as an Appendix to the initial Form 20-F filed in March
  2000 are as follows:

|Type
      ofDocument | Description                                                                                                                                                                                                                                         
|--------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1                     | Certificate of Incorporation,
        Memorandum and Articles of the Company                                                                                                                                                                        
|                      |                                                                                                                                                                                                                                                     
|3A.1                  | Amended Share Incentive
        Plan dated for reference April 22, 1999                                                                                                                                                                             
|                      |                                                                                                                                                                                                                                                     
|3B.1                  | Loan Facility Agreement
        with Option to Purchase Shares dated as of January 21, 2000 and related
        Shareholders Agreement                                                                                                              
|                      |                                                                                                                                                                                                                                                     
|3B.2                  | Sale and Assignment Agreement
        dated for reference the 18th day of October 1999 (See Item 2 "Description
        of Properties")                                                                                                             
|                      |                                                                                                                                                                                                                                                     
|3B.3                  | Agency Agreement dated
        December 21, 1999. (See Item 2 "Description of Properties  1999
        Financing")                                                                                                                                 
|                      |                                                                                                                                                                                                                                                     
|3A.2                  | Geological Management and
        Administration Services Agreement dated for reference December 31, 1996
        (See Item 13 "Interest of Management in Certain Transactions" (Filed with
        Annual Report on Form 20-F dated April 30, 2001)
|                      |                                                                                                                                                                                                                                                     
|3B.4                  | Letter Agreement dated
        May 29, 2001 between the Company and Pinnacle Resources Inc. to supersede
        the Loan Facility Agreement of January 21, 2000 (see Item 4)                                                                       

---

- 84 -

The following exhibits were filed with Form 20-F Annual Report dated 2001:

|3B.5 | Letter Agreement dated May 29, 2001 between the Company
        and Pinnacle Resources Inc. to supersede the Loan Facility Agreement of
        January 21, 2000 (see Item 4)
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following exhibits were filed with Form 20-F Annual Report dated 2002:

|3B.6 | Letter Agreement dated August 28, 2001 between the
        Company and Pinnacle Resources Inc. respecting the Platreef Property to
        supersede the May 29, 2001 letter agreement
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following exhibits are filed with this Form 20-F Annual Report:

|3B.7 | Joint Venture Agreement
        between PPL and Plateau dated November 25, 2003         
|---- | ----------------------------------------------------------------------------------------
|     |                                                                                         
|3B.8 | Share Exchange Agreement
        between Pelawan and Anooraq made as of January 21, 2004
|     |                                                                                         
|3A.3 | Code of Ethics                                                                          
|     |                                                                                         
|12.1 | CEO Section 302 Certification                                                           
|     |                                                                                         
|12.2 | CFO Section 302 Certification                                                           
|     |                                                                                         
|13.1 | Section 906 Certification                                                               

SIGNATURES

Anooraq certifies that it meets all of the requirements for
  filing on Form 20-F and that it has duly caused and authorized the undersigned
  to sign this annual report on its behalf.

|ANOORAQ RESOURCES CORPORATION |                                                 
|----------------------------- | ------------------------------------------------
|                              |                                                 
|Per:                          |                                                 
|                              |                                                 
|/s/
      Jeffrey R. Mason    |                                                 
|                              | JEFFREY R. MASON                                
|                              | Director, Chief Financial Officer, and Secretary
|                              |                                                 
|                              |                                                 
|DATED:                        | April 26, 2004                                  

---

**ANOORAQ RESOURCES CORPORATION**
  CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED OCTOBER 31, 2003, 2002 AND 2001

(Expressed in Canadian Dollars)

---

D E  V I S S E R   G R A Y CHARTERED ACCOUNTANTS

401 - 905 West Pender Street 
  Vancouver, BC Canada 
  V6C 1L6

Tel: (604) 687-5447 
  Fax: (604) 687-6737

AUDITORS REPORT

To the Shareholders of Anooraq Resources Corporation

We have audited the consolidated balance sheets of Anooraq
  Resources Corporation as at October 31, 2003 and 2002, and the consolidated
  statements of operations, deficit and cash flows for each of the years in the
  three year period ended October 31, 2003. These consolidated financial statements
  are the responsibility of the Companys management. Our responsibility
  is to express an opinion on these consolidated financial statements based on
  our audits.

We conducted our audits in accordance with generally accepted
  auditing standards in Canada and the United States of America. Those standards
  require that we plan and perform an audit to obtain reasonable assurance whether
  the consolidated financial statements are free of material misstatement. An
  audit includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the consolidated financial statements. An audit also includes
  assessing the accounting principles used and significant estimates made by management,
  as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  October 31, 2003 and 2002 and the results of its operations and cash flows for
  each of the years in the three year period ended October 31, 2003 in accordance
  with generally accepted accounting principles in Canada. As required by the
  Company Act (British Columbia), we report that, in our opinion, these principles
  have been applied on a consistent basis.

De Visser Gray

CHARTERED ACCOUNTANTS

Vancouver, British Columbia 
  February 9, 2004

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA 
  U.S. REPORTING CONFLICT

In the United States, reporting standards for auditors require
  the addition of an explanatory paragraph (following the opinion paragraph) when
  the financial statements are affected by significant uncertainties and contingencies
  such as those referred to in note 1 to these financial statements. Although
  we conducted our audits in accordance with both Canadian and U.S. generally
  accepted auditing standards, our report to the shareholders dated February 9,
  2004 is expressed in accordance with Canadian reporting standards which do not
  require a reference to such matters when the uncertainties are adequately disclosed
  in the financial statements.

De Visser Gray

CHARTERED ACCOUNTANTS

Vancouver, British Columbia 
  February 9, 2004

---

ANOORAQ RESOURCES CORPORATION 
  Consolidated Balance Sheets 
  (Expressed in Canadian dollars)

|                                               |      |  |   | As
      at October 31 |  
|---------------------------------------------- | ---- |  | - | ---------------------- | -
|                                               | note |  |   | 2003                   |  
|                                               |      |  |   |                        |  
|Assets                                         |      |  |   |                        |  
|                                               |      |  |   |                        |  
|Current assets                                 |      |  |   |                        |  
|Cash and equivalents                           |      |  | $ | 5,414,398              |  
|Amounts receivable                             | 4    |  |   | 164,499                |  
|Prepaid
      expenses                         |      |  |   | 60,819                 |  
|                                               |      |  |   | 5,639,716              |  
|                                               |      |  |   |                        |  
|Amounts receivable                             | 4    |  |   |                       |  
|Equipment                                      | 5    |  |   | 16,990                 |  
|Mineral property
      interests               | 6    |  |   | 4,200,000              |  
|                                               |      |  |   |                        |  
|                                               |      |  | $ | 9,856,706              |  
|                                               |      |  |   |                        |  
|Liabilities and Shareholders' Equity           |      |  |   |                        |  
|                                               |      |  |   |                        |  
|Current liabilities                            |      |  |   |                        |  
|Accounts
      payable and accrued liabilities | 8(b) |  | $ | 528,277                |  
|                                               |      |  |   |                        |  
|Shareholders' equity                           |      |  |   |                        |  
|Share capital                                  | 7    |  |   | 25,086,863             |  
|Contributed surplus                            | 7(c) |  |   | 485,962                |  
|Deficit                                        |      |  |   | (16,244,396            | )
|                                               |      |  |   | 9,328,429              |  
|                                               |      |  |   |                        |  
|Continuing operations                          | 1    |  |   |                        |  
|Subsequent events                              | 12   |  |   |                        |  
|                                               |      |  |   |                        |  
|                                               |      |  | $ | 9,856,706              |  

See accompanying notes to consolidated financial statements

Approved by the Board of Directors

|/s/ Ronald W. Thiessen | /s/ Jeffrey R. Mason
|---------------------- | --------------------
|                       |                     
|Ronald W. Thiessen     | Jeffrey R. Mason    
|Director               | Director            

---

ANOORAQ RESOURCES CORPORATION 
  Consolidated Statements of Operations 
  (Expressed in Canadian Dollars)

|                                           |        |  |   | Years
      ended October 31 |  
|------------------------------------------ | ------ |  | - | ---------------------------- | -
|                                           | note   |  |   | 2003                         |  
|                                           |        |  |   |                              |  
|Expenses                                   |        |  |   |                              |  
|Conference and travel                      |        |  | $ | 180,613                      |  
|Consulting                                 |        |  |   | 100,974                      |  
|Depreciation                               |        |  |   |                             |  
|Exploration (see
      schedule)           |        |  |   | 1,972,659                    |  
|Foreign exchange
      (gain)              |        |  |   | (19                          | )
|Interest (income)                          |        |  |   | (46,060                      | )
|Legal, accounting
      and audit          |        |  |   | 32,657                       |  
|Office and administration                  |        |  |   | 125,128                      |  
|Property investigations                    |        |  |   | 6,088                        |  
|Salaries and benefits                      |        |  |   | 402,989                      |  
|Shareholders communications                |        |  |   | 193,835                      |  
|Stock based compensation
      (note 7(c)) |        |  |   | 477,087                      |  
|Trust and filing                           |        |  |   | 17,539                       |  
|Write-off
      of amounts receivable      | 4,8(c) |  |   | 365,924                      |  
|Loss for
      the year                    |        |  | $ | 3,829,414                    |  
|                                           |        |  |   |                              |  
|Loss per share                             | 3(f)   |  | $ | (0.11                        | )
|                                           |        |  |   |                              |  
|Weighted average number of                 |        |  |   |                              |  
|common
      shares outstanding            |        |  |   | 34,126,372                   |  

Consolidated Statements of Deficit 
  (Expressed in Canadian Dollars)

|                           |   | Years
      ended October 31 |  
|-------------------------- | - | ---------------------------- | -
|                           |   | 2003                         |  
|                           |   |                              |  
|Deficit, beginning of year | $ | (12,414,982                  | )
|Loss for the
      year    |   | (3,829,414                   | )
|Deficit,
      end of year | $ | (16,244,396                  | )

See accompanying notes to consolidated financial statements

---

ANOORAQ RESOURCES CORPORATION 
  Consolidated Statements of Cash Flows 
  (Expressed in Canadian Dollars)

|                                                       |   | Years
      ended October 31 |  
|------------------------------------------------------ | - | ---------------------------- | -
|Cash provided
      by (used for):                     |   | 2003                         |  
|                                                       |   |                              |  
|Operating activities                                   |   |                              |  
|Loss for the year                                      | $ | (3,829,414                   | )
|Items not involving
      cash                         |   |                              |  
|Depreciation                                           |   |                             |  
|Depreciation
      included in exploration expenses    |   | 20,637                       |  
|Stock-based
      compensation (note 7(c))             |   | 485,962                      |  
|Amounts
      receivable written off                   |   | 365,924                      |  
|Mineral
      properties written off                   |   |                             |  
|Shares
      issued for property option and            |   |                              |  
|assignment
      agreements                            |   | 203,125                      |  
|Changes in non-cash
      operating working capital    |   |                              |  
|Amounts
      receivable                               |   | (100,715                     | )
|Prepaid
      expenses                                 |   | (7,784                       | )
|Accounts
      payable and accrued liabilities         |   | 436,163                      |  
|                                                       |   | (2,426,102                   | )
|                                                       |   |                              |  
|Investing activities                                   |   |                              |  
|Purchase
      of equipment                            |   |                             |  
|                                                       |   |                              |  
|Financing activities                                   |   |                              |  
|Issuance
      of common shares for cash, net of costs |   | 4,835,264                    |  
|                                                       |   |                              |  
|Increase in cash and equivalents                       |   | 2,409,162                    |  
|Cash and equivalents,
      beginning of year          |   | 3,005,236                    |  
|Cash and
      equivalents, end of year                | $ | 5,414,398                    |  
|                                                       |   |                              |  
|Supplementary information                              |   |                              |  
|Non-cash financing and investing activities:           |   |                              |  
|Shares issued for
      deferred mineral property      |   |                              |  
|acquisition
      costs                                | $ | 203,125                      |  

---

ANOORAQ RESOURCES CORPORATION 
  Consolidated Schedules of Exploration Expenses 
  (Expressed in Canadian Dollars)

|                                                     |   | Years
      ended October 31 | 
|---------------------------------------------------- | - | ---------------------------- | 
|                                                     |   | 2003                         | 
|                                                     |   |                              | 
|Assays and analysis                                  | $ | 207,939                      | 
|Depreciation                                         |   | 20,637                       | 
|Drilling                                             |   | 308,552                      | 
|Engineering                                          |   | 111,177                      | 
|Environmental and socioeconomic                      |   | 63,142                       | 
|Geological and consulting                            |   | 611,875                      | 
|Graphics                                             |   | 32,772                       | 
|Property fees and assessments                        |   | 286,073                      | 
|Site activities                                      |   | 218,116                      | 
|Transportation                                       |   | 112,376                      | 
|Incurred during the year, to statement of operations |   | 1,972,659                    | 
|Cumulative expenditures,
      beginning of year     |   | 6,017,288                    | 
|Cumulative
      expenditures, end of year           | $ | 7,989,947                    | 

See accompanying notes to consolidated financial statements

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2003, 2002, and 2001 
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|1.  | Continuing operations
      The Company is incorporated in the Province of British
        Columbia, Canada and its principal business activity is the exploration
        of mineral properties. The Company has pursued mineral property interests
        in Canada, and Mexico but since 1999 the Company has focused exclusively
        on mineral interests located in the Republic of South Africa with particular
        attention on the Bushveld Complex (note 6).
      As at the date of these consolidated financial statements,
        the Company has not yet identified a body of commercial grade ore on any
        of its properties. The ability of the Company to recover the costs it
        has incurred to date on these properties is dependent upon the Company
        being able to identify a commercial ore body, to finance its exploration
        costs and to address any environmental, regulatory or other issues which
        may arise in the course of developing the property.
      These consolidated financial statements have been prepared
        using Canadian generally accepted accounting principles assuming a going
        concern. The Company has incurred losses since inception and the ability
        of the Company to continue as a going concern depends upon its ability
        to develop profitable operations, and to continue to raise adequate financing.
        These financial statements do not reflect adjustments, which could be
        material, to the carrying values of assets and liabilities which may be
        required should the Company be unable to continue as a going concern.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.  | Basis of presentation and principles of consolidation
      These financial statements are prepared in accordance
        with Canadian generally accepted accounting principles (GAAP).
      The consolidated financial statements include the accounts
        of the Companys wholly-owned Mexican and Cayman Islands subsidiaries,
        and Plateau Resources (Proprietary) Limited (Plateau) located
        in the Republic of South Africa. All material intercompany balances and
        transactions have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.  | Significant accounting policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(a) | Cash and equivalents
      Cash and equivalents consist of cash and highly liquid
        investments, having maturity dates of three months or less from the date
        of purchase, that are readily convertible to known amounts of cash.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2003, 2002, and 2001 
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Equipment
      Equipment is carried at cost less accumulated depreciation.
        Depreciation is provided on a declining balance basis at various rates
        ranging from 15% to 30% per annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(c) | Mineral property interests
      Exploration expenses incurred prior to determination
        of the feasibility of mining operations, periodic option payments and
        administrative expenditures are expensed as incurred. Mineral property
        acquisition costs and exploration and development expenditures incurred
        subsequent to the determination of the feasibility of mining operations
        are deferred until the property to which they relate is placed into production,
        sold, allowed to lapse or abandoned.
      Mineral property acquisition costs include the cash
        consideration and the fair market value of common shares, based on the
        trading price of the shares, issued for mineral property interests, pursuant
        to the terms of the agreement. These costs are amortized over the estimated
        life of the property following commencement of commercial production,
        or written off if the property is sold, allowed to lapse or abandoned
        or when an impairment of value has occurred.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(d) | Share capital
      Common shares issued for non-monetary consideration
        are recorded at their fair market value based upon the trading price of
        the Companys shares on the TSX Venture Exchange on the date of the
        agreement to issue the shares. Costs incurred to issue common shares are
        deducted from share capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(e) | Income taxes
      The Company uses the asset and liability method of accounting
        for income taxes. Under this method, future income tax assets and liabilities
        are computed based on differences between the carrying amounts of assets
        and liabilities on the balance sheet and their corresponding tax values,
        generally using the enacted or substantively enacted income tax rates
        expected to apply to taxable income in the years in which those temporary
        differences are expected to be recovered or settled. Future income tax
        assets also result from unused loss carry forwards and other deductions.
        Future tax assets are recognized to the extent that they are considered
        more likely than not to be realized. The valuation of future income tax
        assets is adjusted, if necessary, by the use of a valuation allowance
        to reflect the estimated realizable amount.                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(f) | Loss per share
      Basic loss per share is calculated by dividing the loss
        available to common shareholders by the weighted average number of common
        shares outstanding during the year. For all years presented, loss available
        to common shareholders equals the reported loss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2003, 2002, and 2001 
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|    | Diluted loss per share is not presented as the effect
        of including outstanding options and warrants in the loss per share calculation
        would be anti-dilutive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(g) | Fair value of financial instruments
      The carrying amounts of cash and equivalents, amounts
        receivable, prepaid expenses, and accounts payable and accrued liabilities
        approximate their fair values due to their short-term nature.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(h) | Translation of foreign currencies
      All of the Companys foreign operations are integrated.
        Monetary assets and liabilities of the Companys integrated foreign
        operations are translated into Canadian dollars at exchange rates in effect
        at the balance sheet date. Non-monetary assets and liabilities are translated
        at historical exchange rates unless such items are carried at market,
        in which case they are translated at the exchange rates in effect on the
        balance sheet date. Revenues and expenses, except depreciation, are translated
        at the average exchange rates for the year. Depreciation is translated
        at the same exchange rate as the assets to which it relates. Gains or
        losses on translation are expensed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(i) | Use of estimates
      The preparation of financial statements in conformity
        with Canadian generally accepted accounting principles requires management
        to make estimates and assumptions that affect the reported amounts of
        assets and liabilities and the disclosure of contingent assets and liabilities
        at the date of the financial statements, and the reported amounts of revenues
        and expenses during the reporting period. Significant areas requiring
        the use of management estimates include the determination of potential
        impairments of asset values and rates for the depreciation, as well as
        the assumptions used in determining the fair value of non-cash stock-based
        compensation and warrants. Actual results could differ from these estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(j) | Stock-based compensation
      The Company has a share option plan which is described
        in note 7(c). The Company accounts for all non-cash stock-based payments
        to non-employees, and employee awards that are direct awards of stock,
        that call for settlement in cash or other assets, or that are stock appreciation
        rights which call for settlement by the issuance of equity instruments,
        granted on or after November 1, 2002, using the fair value based method.
      Under the fair value based method, stock-based payments
        to non-employees are measured at the fair value of the consideration received,
        or the fair value of the equity instruments issued, or liabilities incurred,
        whichever is more reliably measurable. The fair value of non-cash stock-based
        payments to non-employees is periodically re-measured until counterparty
        performance is complete, and any change therein is recognized over the
        period and in the same manner as if the Company had paid cash instead
        of paying with or using equity instruments. The cost of non-cash stock-based
        payments to non-employees that are fully vested and non-forfeitable at
        the grant date is measured and recognized at that date.

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2003, 2002, and 2001 
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|    | No compensation cost is required to be recorded for
        all other non-cash stock-based employee compensation awards. Consideration
        paid by employees upon the exercise of stock options is credited to share
        capital. The Company presents in the notes to the financial statements
        the pro forma loss and loss per share had the fair value method been used
        to account for employee non-cash stock-based compensation awards (note
        7(c)).
      Under the fair value based method, compensation cost
        attributable to awards to employees that are direct awards of stock, or
        stock appreciation rights which call for settlement by the issuance of
        equity instruments, is measured at fair value at the grant date and recognized
        over the vesting period. Compensation cost attributable to awards to employees
        which call for settlement in cash or other assets is measured at fair
        value at the grant date and recognized over the vesting period. For awards
        that vest at the end of a vesting period, compensation cost is recognized
        on a straight-line basis; for awards that vest on a graded basis, compensation
        cost is recognized on a pro-rata basis over the vesting period.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(k) | Comparative figures
      Certain of the prior years comparative figures
        have been restated to conform with the presentation adopted for the current
        year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.  | Amounts receivable
      Amounts receivable comprise the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| |                                                   |   | October 31, |  |   | October 31, |  
| | ------------------------------------------------- | - | ----------- |  | - | ----------- | -
| |                                                   |   | 2003        |  |   | 2002        |  
| | Employee expense advances                         | $ | 1,589       |  | $ | 1,589       |  
| | Hunter Dickinson Inc., and subsidiaries (note 8)  |   |            |  |   | 10,637      |  
| | Mainland Exploration Limited Partnership (note 8) |   |            |  |   | 242,516     |  
| | Value-added taxes recoverable                     |   | 162,910     |  |   | 174,966     |  
| |                                                   |   | 164,499     |  |   | 429,708     |  
| | Less: non-current portion                         |   |            |  |   | (119,285    | )
| |                                                   | $ | 164,499     |  | $ | 310,423     |  

| | Value-added taxes recoverable includes amounts recoverable
        in respect of Mexican Impuesto Al Valor Agregado (IVA) from
        years ranging back to 1998. As the collectibility of these amounts is
        uncertain, the Company has written off $120,000 as unrecoverable, in the
        current year.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2003, 2002, and 2001 
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Write-off of amounts receivable consists of:
| | --------------------------------------------

|   |                                                   |   | 2003    |  |   | 2002 | 
|-- | ------------------------------------------------- | - | ------- |  | - | ---- | 
|   | Mainland Exploration Limited Partnership (note 8) | $ | 242,516 |  | $ |     | 
|   | Accrued interest                                  |   | 3,408   |  |   |     | 
|   | Value-added taxes recoverable                     |   | 120,000 |  |   |     | 
|   |                                                   | $ | 365,924 |  | $ |     | 
|   |                                                   |   |         |  |   |      | 
|5. | Equipment                                        

|   |                            |   | October
      31, 2003 |  |   | October
      31, 2002 | 
|-- | -------------------------- | - | ---------------------- |  | - | ---------------------- | 
|   |                            |   |                        |  |   | Accumulated            | 
|   |                            |   | Cost                   |  |   | depreciation           | 
|   | Office                     | $ | 30,421                 |  | $ | 30,089                 | 
|   | Vehicles                   |   | 68,769                 |  |   | 52,111                 | 
|   |                            | $ | 99,190                 |  | $ | 82,200                 | 
|   |                           
|6. | Mineral property interests

|    | Mineral Property Acquisition Costs                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | Year ended             |  |   | Year ended             | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------------------- |  | - | ---------------------- | 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | October
      31, 2003 |  |   | October
      31, 2002 | 
|    | Platreef Properties, South Africa                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                        |  |   |                        | 
|    | Balance, beginning of the year                                                                                                                                                                                                                                                                                                                                                                                                                                                | $ | 4,200,000              |  | $ |                       | 
|    | Incurred during
      the year                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                       |  |   | 4,200,000              | 
|    | Balance, end of year                                                                                                                                                                                                                                                                                                                                                                                                                                                          | $ | 4,200,000              |  | $ | 4,200,000              | 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                        |  |   |                        | 
|    | See Consolidated Statements of Exploration Expenses.                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(a) | Northern Limb of the Bushveld Complex,
        Republic of South Africa
      Platreef
      In October 1999, the Company acquired a two-stage right
        to purchase up to 100% of Pinnacle Resources Inc.'s ("Pinnacle") South
        African subsidiary, Plateau Resources (Proprietary) Limited ("Plateau"),
        which holds the Platreef platinum group mineral ("PGM") properties located
        on the Northern Limb of the Bushveld Complex in South Africa.

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2003, 2002, and 2001 
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The Company acquired its rights under the October 1999
        agreement with Pinnacle as a consequence of reaching a settlement agreement
        with Gladiator Minerals Inc., subsequently renamed Hinterland Metals Inc.
        (Hinterland), pursuant to which Anooraq would issue shares
        in stages to Hinterland, to a maximum of 875,000 shares, as it proceeded
        with investments in Plateau. To October 31, 2003, 378,500 shares had been
        issued to Hinterland under this agreement. Subsequent to the year end,
        on November 13, 2003, the Company issued 400,000 common shares to Hinterland
        as full and final settlement under this agreement.
      On May 23, 2000, the Company added to its mineral rights
        in the region by acquiring through Plateau the option to purchase a 100%
        interest in a portion of the Elandsfontein 766 LR farm located contiguous
        to the pre-existing Platreef properties, pursuant to an agreement with
        MSA Projects (Proprietary) Limited (the "Heads of" Agreement). The option
        requires staged issuances totalling 500,000 common shares of the Company
        (412,500 shares issued to October 31, 2003) and aggregate cash payments
        of US$350,000 (of which US$36,750 and Cdn$15,000 have been paid).
      In July 2001, Plateau acquired the right to purchase
        a 100 percent interest in farms Hamburg 737 LR (2,126 hectares) and Elandsfontein
        766 LR Portion 1 (428 hectares), located contiguous to the north end of
        the then-existing Platreef properties. Consideration for the exploration
        rights to these farms, which are in effect for a five year term, consists
        of payments of US$2.00 per hectare in year one escalating in stages to
        US$4.50 per hectare in year five. To purchase the farms outright, a payment
        of US$325 per hectare is required if the option is exercised in year one,
        US$390 per hectare in year two, US$455 per hectare in year three, US$520
        per hectare in year four and US$600 per hectare in year five.
      On August 28, 2001, the Company completed an agreement
        to purchase from Pinnacle the 4,000 outstanding common shares of Plateau
        that it did not own in consideration for the issuance of 7.5 million of
        its common shares at an aggregate cost of $4.2 million. In connection
        with this acquisition, the original loan facility and share purchase agreement
        between Anooraq and Pinnacle was purchased for consideration of 4,500,000
        Anooraq warrants exercisable at $0.70 until August 28, 2003. These warrants
        were exercised in their entirety in July 2003.
      In April 2002, the Company acquired the Noord Holland
        775 LR farm (1,229 hectares) from the South African Department of Mines
        and Energy, bringing the aggregate land package of its Platreef Property
        to approximately 13,400 hectares.
      Reitfontein
      On October 10, 2001, the Company completed an agreement
        with African Minerals Ltd. (AML), a private affiliate of Ivanhoe
        Capital Corporation, whereby AML has the right to earn a 50% joint venture
        interest in the Company's 2,900 hectare Rietfontein 2KS farm (Rietfontein).
        Under the terms of this agreement, AML must incur at least $750,000 in
        expenditures pursuant to exploration activities undertaken on Rietfontein
        in accordance with an approved program in each of the ensuing two years
        (year one completed) to obtain the right to form a 50/50 joint venture
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2003, 2002, and 2001 
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | with the Company on Rietfontein. There is disagreement
        over budgets, compilation and analysis of the exploration results, and
        the overall adequacy and completeness of AML's exploration activities.
        The Company and AML are currently in discussions over these matters, both
        outside of and within an ongoing arbitration process, pursuant to the
        terms of the earn-in agreement.
      Rustenburg
      On May 16, 2002, the Company completed an agreement
        with Rustenburg Platinum Mines Limited (Rustenburg), a subsidiary
        of Anglo American Platinum Corporation Limited (together Anglo Platinum),
        for the right to acquire up to an 80% interest in twelve new PGM properties
        located on the Northern Limb of the Bushveld Complex, South Africa. Under
        the agreements with Anglo Platinum, the Company has acquired an initial
        50% interest in the PGM rights to the twelve farms and can maintain this
        interest by making staged exploration expenditure totalling South African
        Rand ("ZAR") 25 million within five years. The Company is required to
        spend ZAR 2.5 million in year one (which has been completed), ZAR 5 million
        in each of years two, three, and four, and ZAR 7.5 million in year five.
      When a mineral resource is identified, the Company can
        earn an additional 30% interest by bringing the property into commercial
        production. Rustenburg will retain a 20% interest in the joint venture.
        The agreements also include plans to involve local communities in future
        development of the properties. Any participation by local and regional
        communities will be provided out of Rustenburg's interest and any participation
        in the venture by a Historically Disadvantaged South Africans ("HDSA")
        partner will be provided out of the Companys interest.
      Drenthe Overysel
      Subsequent to the year end, on November 26, 2003, the
        Company announced that it had entered into a Joint Venture Agreement with
        Potgietersrust Platinums Limited.. (PPRust), a wholly owned
        subsidiary of Anglo American Platinum Corporation Limited (together Anglo
        Platinum). The Joint Venture was formed to explore and develop platinum
        group metals (PGM), gold and nickel mineralization on the
        Drenthe farm and the adjacent northern portion of the Overysel farm. Drenthe
        and Overysel are located on the Northern Limb of the Bushveld Complex,
        about 250 km north of Johannesburg.
      The objective is to explore and develop a large-scale,
        open pit deposit, utilizing nearby milling, smelting and refining facilities
        which could provide substantial cost advantages to a new mining project.
        The Company is contributing its rights to the Drenthe farm on which a
        large PGM-nickel resource has been outlined in the Drenthe deposit, and
        the Witrivier farm if the deposit extends north on to Witrivier. PPRust
        is contributing its rights to the northern portion of the Overysel farm
        which lies south of and contiguous to the Drenthe farm.
      Pursuant to the terms of the Joint Venture Agreement,
        Anooraq and Anglo Platinum will form an initial 50/50 Joint Venture (the
        JV) to explore Drenthe and the northern portion of the Overysel
        farm for a period of up to five years. During the period, Anooraq will
        operate exploration programs, and spend up to ZAR12.35 million on behalf
        of the JV. Anooraq will then have the
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2003, 2002, and 2001 
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|    | option to proceed on a year-by-year basis and to take
        the project to a Bankable Feasibility Study (BFS).
      Once the BFS has been completed, the parties, by agreement,
        proceed to exploitation. If both partners decide to proceed, then a joint
        management committee will be established to oversee development and operations.
        At commencement of exploitation the Joint Venture interest allotted to
        Anooraq and Anglo Platinum will be determined in proportion to the relative
        value of the metals contained in each contributed property as reflected
        in the BFS. During development, the JV will be seeking a Black Economic
        Empowerment business partner to participate in the project, with the JV
        partners dividing the remaining interest. Should Anooraq decide not to
        proceed, then Anglo Platinum shall have the option to acquire Plateaus
        interest at the aggregate of the net present value of exploiting Plateaus
        mineral rights as a stand alone mining operation by applying an agreed
        discount rate as determined in the BFS and all Exploration Expenditure
        incurred by Plateau up to the completion of the BFS. Should Anglo Platinum
        decide not to contribute to exploitation, it remains entitled to dilute
        to a minimum 12.5% non-contributory interest, adjusted depending on the
        final PGM royalty established under the Mineral and Petroleum Royalty
        Bill to a maximum of 15%.
      Anglo Platinum has undertaken to enter into a PGM Ore
        or Concentrate Purchase and Disposal Agreement 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 has
        recently completed construction of a new PGM smelter at Polokwane, located
        about 80 km east of Drenthe.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(b) | Eastern Limb of the Bushveld Complex, Republic of
        South Africa
      Ga-Phasha Project
      In January 2004, subsequent to the year end, the Company
        announced it had agreed to terms whereby the Company and Pelawan Investments
        (Proprietary) Limited (Pelawan), a South African private company,
        would combine their respective Platinum Group Metals ("PGM") assets, comprising
        the Company's Northern Limb PGM projects and Pelawans 50% participation
        interest in the Ga-Phasha (previously known as Paschaskraal) PGM Project
        ("Ga-Phasha") on the Eastern Limb of the Bushveld Complex in South Africa.
        The Ga-Phasha property consists of four farms  Paschaskraal, Klipfontein,
        De Kamp and Avoca  covering an area of approximately 9,700 hectares.
      The Ga-Phasha Project is a Black Economic Empowerment
        (BEE) joint venture based on an existing agreement in principle
        between Anglo American Platinum Corporation Limited Group ("Anglo Platinum")
        and a BEE partner, Pelawan, pursuant to Anglo Platinum's planned PGM project
        expansion on the Eastern Limb. Pelawan will receive a participation interest
        equal to 50% of the Ga-Phasha Project and the remaining 50% participation
        interest in the Project will be held by Anglo Platinum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2003, 2002, and 2001 
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|    | Pursuant to the terms of the agreement between the
        Company and Pelawan, the Company will acquire Pelawans rights to
        its 50% participation interest in the Ga-Phasha Project in return for
        91.2 million Anooraq common shares (the Consideration Shares)
        and a cash payment of not more than ZAR 9.25 million. The number of Consideration
        Shares to be issued takes into account the potential dilutive effect of
        financings to be undertaken in the future to develop PGM mines at Ga-Phasha
        and at Drenthe Overysel such that Pelawan's initial ownership of 63% of
        the issued and outstanding Anooraq Shares shall remain at a minimum of
        52% ownership of Anooraq on a going-forward basis, establishing and maintaining
        Anooraq's status as a BEE company. Further, the dilution calculation allows
        for Consideration Shares having an aggregate value of $10 million to be
        sold by Pelawan during the twelve-month period subsequent to the closing.
        Of the remaining Consideration Shares, approximately 89 million shares
        (the Lock-up Shareholding) will be held in escrow for the
        lesser of six years from the date of issuance or until twelve months after
        the commencement of commercial production from the Ga-Phasha Project.
        Under South African legislation yet to come into effect, and as specified
        in the agreements in respect of the Ga-Phasha Project related to the terms
        of BEE requirements, Pelawan will at all future times be required to hold
        a certain minimum number of the Consideration Shares, currently defined
        as 52% of the issued and outstanding shares of Anooraq.
      Anooraq has undertaken to meet the independence and
        corporate governance requirements of senior stock exchanges and regulatory
        agencies in North America for the Anooraq Board of Directors at the time
        of closing, scheduled for April 22, 2004. To that end, the Board shall
        be comprised of nine persons  three independents, and three from
        each of the current Boards of Anooraq and Pelawan. The independent board
        members are yet to be determined, but shall be chosen in the following
        manner: one by Anooraq, one by Pelawan and one jointly.
      The proposed transaction constitutes a reverse
        take-over under the policies of the TSX Venture Exchange. The April
        22, 2004 closing requires, among other conditions, regulatory approvals
        from authorities in South Africa and Canada, finalization of a comprehensive
        joint venture agreement with Anglo Platinum, and approvals by the shareholders
        of both Pelawan and Anooraq.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c) | La Dicha Property, Mexico
      During 1998, the Company acquired an option to purchase
        a 100% interest in the La Dicha property, located near Chilpancingo, Mexico,
        in consideration for total payments of US$500,000 (of which US$30,000
        has been paid) and the issuance of 350,000 common shares of the Company
        in stages over four years. Subsequent to the date of the agreement and
        in contravention of its terms, the property vendor failed to maintain
        adequate title to five of the fourteen concessions and ownership of these
        concessions reverted to the Mexican government, which subsequently granted
        them to third parties pursuant to a public auction during the 1999 fiscal
        year. The Company terminated all payments to the property vendor during
        the 1999 fiscal year. The Company's remaining ownership interests, which
        were carried at a nominal value of $1, lapsed during the 2002 fiscal year
        and accordingly, were expensed in the 2002 fiscal year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2003, 2002, and 2001 
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|7.  | Share capital                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                         
|(a) | Authorized share capital
      Authorized share capital consists of 200,000,000 common
        shares without par value.
|    |                                                                                                                         
|(b) | Issued share capital                                                                                                    

|    |                                                                                                                                                                                                                                                                                                   |  |       |  | Number of  |  |   |                     | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | ---------- |  | - | ------------------- | 
|    | Common shares
      issued and outstanding                                                                                                                                                                                                                                                        |  | Price |  | Shares     |  |   | Dollar
      Amount | 
|    | Balance, October 31, 2001                                                                                                                                                                                                                                                                         |  |       |  | 27,384,880 |  | $ | 16,708,903          | 
|    | Issued during 2002:                                                                                                                                                                                                                                                                               |  |       |  |            |  |   |                     | 
|    | Share purchase options
      exercised                                                                                                                                                                                                                                                            |  | $0.50 |  | 14,500     |  |   | 7,250               | 
|    | Share purchase options exercised                                                                                                                                                                                                                                                                  |  | $0.60 |  | 7,000      |  |   | 4,200               | 
|    | Warrants exercised                                                                                                                                                                                                                                                                                |  | $0.70 |  | 4,482,800  |  |   | 3,137,960           | 
|    | Private
      placement, August 2002, net of issue costs                                                                                                                                                                                                                                          |  | $0.80 |  | 259,283    |  |   | 190,161             | 
|    | Balance, October 31, 2002                                                                                                                                                                                                                                                                         |  |       |  | 32,148,463 |  | $ | 20,048,474          | 
|    | Issued during 2003:                                                                                                                                                                                                                                                                               |  |       |  |            |  |   |                     | 
|    | Shares issued for
      property option                                                                                                                                                                                                                                                           |  | $0.75 |  | 270,833    |  |   | 203,125             | 
|    | Share purchase options exercised                                                                                                                                                                                                                                                                  |  | $0.60 |  | 1,206,000  |  |   | 720,090             | 
|    | Warrants exercised                                                                                                                                                                                                                                                                                |  | $0.72 |  | 5,138,876  |  |   | 3,435,560           | 
|    | Private
      placement, May 2003, net of issue costs                                                                                                                                                                                                                                             |  | $0.52 |  | 1,400,000  |  |   | 679,614             | 
|    | Balance,
      October 31, 2003                                                                                                                                                                                                                                                                   |  |       |  | 40,164,172 |  | $ | 25,086,863          | 
|    |                                                                                                                                                                                                                                                                                                  
|(c) | Share Option Plan
      Under the terms of the shareholder-approved Share Option
        Plan, the Company at October 31, 2003 had reserved up to 6,450,000 share
        options that are grantable to employees, consultants and directors at
        the discretion of the Board of Directors.

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2003, 2002, and 2001 
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As at October 31, 2003, 5,200,000 share purchase
        options were outstanding of which 4,677,500 had vested with optionees.
        These options were exercisable at prices ranging from $0.48 to $2.00 per
        share, as follows:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   | Option |  | Number of
|------------------ | ------ |  | ---------
|Expiry
      date  | price  |  | options  
|November 21, 2003  | $0.60  |  | 100,000  
|October 29, 2004   | $0.84  |  | 2,264,000
|December 11, 2004  | $0.48  |  | 843,500  
|May 9, 2005        | $0.50  |  | 3,500    
|July 29, 2005      | $0.60  |  | 264,000  
|September 8, 2005  | $0.85  |  | 100,000  
|September 30, 2005 | $0.85  |  | 50,000   
|October 21, 2005   | $2.00  |  | 1,575,000
|                   |        |  | 5,200,000

| | Subsequent to October 31, 2003, 632,500 options were
        exercised for proceeds of $428,640.
      The exercise prices of all share purchase options granted
        during the period were equal to the market price at the grant date. Using
        an option pricing model with the assumptions noted below, the estimated
        fair value of all options granted to non-employees during the period have
        been reflected in the statement of operations as follows:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exploration                                       |       |         | 
| | ------------------------------------------------- | ----- | ------- | 
| | Engineering                                       | $     | 120     | 
| | Environmental, socioeconomic
      and land       |       | 210     | 
| | Geological                                        |       | 8,545   | 
| |                                                   |       | 8,875   | 
| | Operations                                        |       | 477,087 | 
| | Total compensation cost recognized in operations, |       |         | 
| | credited
      to contributed surplus             | **$** | 485,962 | 

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2003, 2002, and 2001 
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Had the Company used the fair value method to determine
        compensation cost for directors, officers and employees, the Company's
        loss, basic loss per share, and diluted loss per share for the nine months
        ended October 31, 2003 would have been as follows:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                        |       |            |   |       |                 |   |       | Diluted  |  
|------------------------------------------------------- | ----- | ---------- | - | ----- | --------------- | - | ----- | -------- | -
|                                                        |       |            |   |       | Basic loss      |   |       | loss per |  
|                                                        |       | Loss       |   |       | per
      share |   |       | share    |  
|As reported                                             | $     | (3,829,414 | ) | $     | (0.11           | ) | $     | (0.11    | )
|Estimated fair value of non-cash stock-based            |       |            |   |       |                 |   |       |          |  
|compensation
      to directors, officers and employees |       | (491,558   | ) |       | (0.01           | ) |       | (0.01    | )
|Pro
      forma                                         | **$** | (4,320,972 | ) | **$** | (0.12           | ) | **$** | (0.12    | )

| | The weighted-average assumptions used to estimate the fair value of options
      granted during the period were:
| | -----------------------------------------------------------------------------------------------------------------

|Risk free interest rate | 3%     
|----------------------- | -------
|Expected life           | 2 years
|Expected volatility     | 40%    
|Expected dividends      | nil    

|                                |  |          |  |            |   | Contractual   
|------------------------------- |  | -------- |  | ---------- | - | --------------
|                                |  | Weighted |  |            |   | weighted      
|                                |  | average  |  |            |   | average       
|Option continuity schedule      |  | exercise |  | Number of  |   | remaining life
|                                |  | price    |  | options    |   | (years)       
|Balance, October 31, 2001       |  | $0.59    |  | 1,619,000  |   | 1.62          
|Granted                         |  | $0.83    |  | 2,439,000  |   |               
|Exercised                       |  | $0.53    |  | (21,500    | ) |               
|Expired
      or cancelled      |  | $0.59    |  | (280,000   | ) |               
|Balance, October 31, 2002       |  | $0.75    |  | 3,756,500  |   | 1.59          
|Granted                         |  | $1.35    |  | 2,852,000  |   |               
|Exercised                       |  | $0.60    |  | (1,206,000 | ) |               
|Expired                         |  | $0.56    |  | (88,500    | ) |               
|Cancelled                       |  | $0.68    |  | (114,000   | ) |               
|Balance,
      October 31, 2003 |  | $1.12    |  | 5,200,000  |   | 1.36          

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2003, 2002, and 2001 
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*(d)* | Share purchase warrants
      The continuity of share purchase warrants is as follows:
|----- | --------------------------------------------------------------------------------------

| | Note Reference                  |   | 7(f)       |   |   | 6(a)       |   |   | 7(e)         |   |   | 7(g)         |   |            |  
| | ------------------------------- | - | ---------- | - | - | ---------- | - | - | ------------ | - | - | ------------ | - | ---------- | -
| | Expiry date                     |   | August 3,  |   |   | August 28, |   |   | December 21, |   |   | December 27, |   |            |  
| |                                 |   | 2002       |   |   | 2003       |   |   | 2003         |   |   | 2003         |   |            |  
| | Exercise
      price            | $ | 0.70       |   | $ | 0.70       |   | $ | 0.85         |   | $ | 0.88         |   | TOTAL      |  
| | Balance, October 31, 2001       |   | 4,797,800  |   |   | 4,500,000  |   |   | 3,692,718    |   |   |             |   | 12,990,518 |  
| | Issued                          |   |           |   |   |           |   |   |             |   |   | 259,283      |   | 259,283    |  
| | Exercised                       |   | (4,482,800 | ) |   |           |   |   |             |   |   |             |   | (4,482,800 | )
| | Expired                         |   | (315,000   | ) |   |           |   |   |             |   |   |             |   | (315,000   | )
| | Balance, October 31, 2002       |   |           |   |   | 4,500,000  |   |   | 3,692,718    |   |   | 259,283      |   | 8,452,001  |  
| | Exercised                       |   |           |   |   | (4,500,000 | ) |   | (592,000     | ) |   | (46,876      | ) | (5,138,876 | )
| | Balance,
      October 31, 2003 |   |           |   |   |           |   |   | 3,100,718    |   |   | 212,407      |   | 3,313,125  |  

|    | Subsequent to October 31, 2003, 3,313,125 warrants
        were exercised for proceeds of $2,801,750.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(e) | Share purchase warrants
      On December 10, 2002, the Company extended the expiry
        date of 3,692,718 warrants for an additional year to December 21, 2003,
        with the exercise price unchanged at $0.85. In October 2003, 592,000 of
        these warrants were exercised. The remaining 3,100,718 warrants were exercised
        subsequent to the year end.                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(f) | Equity financing, August 2001
      On August 13, 2001, the Company completed a $3.1 million
        equity financing consisting of 4,797,800 units at a price of $0.65 per
        unit, of which 2,473,700 units were brokered. Each unit comprised one
        common share and one share purchase warrant exercisable to purchase an
        additional share at a price of $0.70 until August 3, 2002. In the fiscal
        year 2002, 4,482,800 share purchase warrants were exercised and the remaining
        315,000 warrants expired unexercised.                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(g) | Equity financing, August 2002
      On August 27, 2002, the Company completed a $207,426
        private placement financing of 259,283 units at a price of $0.80 per unit.
        Each unit was comprised of one common share and a one common share purchase
        warrant exercisable at $0.88 per common share until December 27, 2003.
        The warrants are subject to an accelerated expiry of 45 days if the Companys
        shares trade on the TSX Venture Exchange for ten consecutive trading days
        at or above $1.32. In October 2003, 46,876 of these warrants were exercised.
        The remaining 212,407 warrants were exercised subsequent to the year end.

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2003, 2002, and 2001 
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(h) | Equity financing, May 2003
      On May 27, 2003, the Company completed a private placement
        financing consisting of 1,400,000 common shares at a price of $0.52 per
        share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(i) | Financing subsequent to October 31, 2003
      On December 29, 2003, the Company completed a $20,000,000
        private placement financing of 9,523,810 units at a price of $2.10 per
        unit. Each unit was comprised of one common share and a one-half common
        share purchase warrant exercisable at $2.50 per common share until June
        1, 2005. The agents received 571,429 warrants each exercisable into one
        common share at $2.50 per common share until June 1, 2005. The warrants
        are subject to an accelerated expiry of 30 days if the Companys
        shares trade on the TSX Venture Exchange for ten consecutive trading days
        at or above $5.00
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8.  | Related party transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |                                          |           |  |   | Years
      ended October 31 | 
| | ---------------------------------------- | --------- |  | - | ---------------------------- | 
| | Services
      rendered by:              | Reference |  |   | 2003                         | 
| | Hunter Dickinson Inc.                    | (a)       |  | $ | 1,281,758                    | 
| | Hunter Dickinson Group Inc.              | (a)       |  |   | 28,722                       | 
| |                                          |           |  |   |                              | 
| |                                          |           |  |   |                              | 
| |                                          |           |  |   |                              | 
| | Balances receivable (payable):           |           |  |   |                              | 
| | Hunter Dickinson
      Inc.              | (b)       |  |   |                              | 
| | Mainland Exploration Limited Partnership | (c)       |  |   |                              | 

| | (a) | Hunter Dickinson Inc. (HDI) and its wholly-owned
        subsidiaries are private companies with certain directors in common that
        provide geological, corporate development, administrative and management
        services to, and incur third party costs on behalf of, the Company on
        a full cost recovery basis pursuant to an agreement dated December 31,
        1996.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | The balances receivable (payable) to HDI have resulted
        from advances against future work or from HDI providing periodic short-term
        working capital advances to the Company. These balances are included within
        amounts receivable (note 4) or accounts payable and accrued liabilities
        on the consolidated balance sheets.                                     

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2003, 2002, and 2001 
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   | (c)                                                                                                                                                                                                                                                                                                                                         | Mainland Exploration Limited Partnership (Mainland)
        is a limited partnership that had provided merger, acquisition, financing
        and other corporate services to the Company and invests in exploration
        properties. Certain directors of the Company were also directors of Mainlands
        general partner. Mainland received 200,000 shares of the Company in exchange
        for the assignment to the Company of the October 1999 agreement to acquire
        Plateau Resources (Proprietary) Limited (note 6). The Company had also
        advanced Mainland $201,000 to October 31, 2000 and this amount, plus interest
        accrued at prime rate plus 1% compounded semi-annually, remains currently
        outstanding. During the year ended October 31, 2003, the Company determined
        that the amount receivable from Mainland was likely uncollectible. Accordingly,
        the amount receivable was expensed in the current year.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9. | Income taxes
      As at October 31, 2003, the Canadian parent company
        had the following amounts available to reduce future taxable income, the
        future tax benefits of which have not been reflected in the accounts,
        as it cannot be considered more likely than not, that these amounts will
        be utilized.

|Non capital losses, expiring in various periods to 2010 | $ | 4,949,000
|------------------------------------------------------- | - | ---------
|Capital losses
      carried forward                    |   | 931,000  
|Total losses
      available                            | $ | 5,880,000

|**10.** | Segmented information
      The Company operates in a single reportable operating
        segment, the exploration and development of mineral properties. Geographic
        segment disclosures are as follows:
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2003                     |   | Canada     |   |   | Mexico   |   |   | South
      Africa |   |   | Total      |  
| | ------------------------ | - | ---------- | - | - | -------- | - | - | ------------------ | - | - | ---------- | -
| | Exploration expenditures | $ |           |   | $ |         |   | $ | 1,972,659          |   | $ | 1,972,659  |  
| |                          |   |            |   |   |          |   |   |                    |   |   |            |  
| | Loss for the year        |   | (1,672,726 | ) |   | (128,681 | ) |   | (2,028,007         | ) |   | (3,829,414 | )
| |                          |   |            |   |   |          |   |   |                    |   |   |            |  
| | Interest income          |   | 43,978     |   |   |         |   |   | 2,082              |   |   | 46,060     |  
| |                          |   |            |   |   |          |   |   |                    |   |   |            |  
| | Total assets             |   | 5,387,584  |   |   | 41,911   |   |   | 4,427,211          |   |   | 9,856,706  |  
| |                          |   |            |   |   |          |   |   |                    |   |   |            |  
| | Equipment                |   |           |   |   |         |   |   | 16,990             |   |   | 16,990     |  

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2003, 2002, and 2001 
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2002                     |   | Canada     |   |   | Mexico  |   |   | South
      Africa |   |   | Total      |  
| | ------------------------ | - | ---------- | - | - | ------- | - | - | ------------------ | - | - | ---------- | -
| |                          |   |            |   |   |         |   |   |                    |   |   |            |  
| | Exploration expenditures | $ |           |   | $ |        |   | $ | 976,087            |   | $ | 976,087    |  
| |                          |   |            |   |   |         |   |   |                    |   |   |            |  
| | Loss for the year        |   | (1,408,153 | ) |   | (6,789  | ) |   | (949,154           | ) |   | (2,364,096 | )
| |                          |   |            |   |   |         |   |   |                    |   |   |            |  
| | Interest income          |   | 37,780     |   |   |        |   |   | 561                |   |   | 38,341     |  
| |                          |   |            |   |   |         |   |   |                    |   |   |            |  
| | Total assets             |   | 3,082,376  |   |   | 161,143 |   |   | 4,482,087          |   |   | 7,725,606  |  
| |                          |   |            |   |   |         |   |   |                    |   |   |            |  
| | Equipment                |   |           |   |   |        |   |   | 37,627             |   |   | 37,627     |  
| |                          |   |            |   |   |         |   |   |                    |   |   |            |  
| |                          |   |            |   |   |         |   |   |                    |   |   |            |  
| | 2001                     |   | Canada     |   |   | Mexico  |   |   | South
      Africa |   |   | Total      |  
| |                          |   |            |   |   |         |   |   |                    |   |   |            |  
| | Exploration expenditures | $ |           |   | $ |        |   | $ | 1,444,583          |   | $ | 1,444,583  |  
| |                          |   |            |   |   |         |   |   |                    |   |   |            |  
| | Loss for the year        |   | (253,698   | ) |   | (21,224 | ) |   | (1,562,950         | ) |   | (1,837,872 | )
| |                          |   |            |   |   |         |   |   |                    |   |   |            |  
| | Interest income          |   | 39,760     |   |   |        |   |   | 1,222              |   |   | 40,982     |  
| |                          |   |            |   |   |         |   |   |                    |   |   |            |  
| | Total assets             |   | 2,390,902  |   |   | 216,612 |   |   | 4,280,808          |   |   | 6,888,322  |  
| |                          |   |            |   |   |         |   |   |                    |   |   |            |  
| | Equipment                |   | 1,460      |   |   |        |   |   | 54,366             |   |   | 55,826     |  

|11. | Differences between Canadian and United States
      Generally Accepted Accounting Principles                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (a)Mineral
        property costs
      The Companys policy of expensing all property
        costs except where an outright property interest has been acquired results
        in an accounting treatment for these costs which the Company considers
        to be materially congruent with US GAAP. Accordingly, the Company considers
        that no US/Canadian GAAP difference exists with respect to mineral property
        costs in these consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (b)Stock
        options
      Under U.S. GAAP, compensation cost would be considered
        for all fiscal years presented in respect to all stock options granted,
        requiring the Company to utilize both the intrinsic value-based and the
        fair value based methods of accounting and reporting stock-based compensation.
        Under Canadian GAAP, consideration of such costs has only been required
        in respect to the Companys 2003 fiscal year.
      The Company, if required to report under U.S. GAAP,
        would elect to apply Accounting Principles Board Opinion No. 25: Accounting
        for Stock Issued to Employees ("APB 25") to account all stock options
        granted. Further, Statement of Financial Accounting Standards No. 123,
        Accounting for Stock-Based Compensation ("SFAS 123"), requires additional
        disclosure to reflect the results of the Company had it elected to follow
        SFAS 123.

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2003, 2002, and 2001 
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|        | Under APB 25, compensation
        cost must be recognized for all compensatory stock options granted whenever
        the market price of the Company's shares on the date of grant exceeds
        the exercise price. The policies of the TSX Venture Exchange permit the
        issuance of options with exercise prices discounted up to 25% from the
        closing market value at the date of granting. Such a discount, if provided
        option holders, would give rise to a compensation expense under U.S. GAAP
        as noted above. However, the Company has to date only granted stock options
        without vesting periods and only where the exercise price is based on
        the fair value of the stock at the date of the grant and, accordingly,
        under U.S. GAAP, would not have recognized any compensation costs.
      See note 7(c) for a summary of the changes in the Companys
        share options for the 2002 and 2001 fiscal years.
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|**12.** | Subsequent Events
      In addition to items mentioned elsewhere in these notes,
        subsequent to October 31, 2003, the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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---

**ANOORAQ RESOURCES CORPORATION
  CONSOLIDATED FINANCIAL STATEMENTS**

YEARS ENDED OCTOBER 31, 2002, 2001 AND 2000

(Expressed in Canadian Dollars)

---

D E  V I S S E R   G R A Y CHARTERED ACCOUNTANTS

401 - 905 West Pender Street 
  Vancouver, BC Canada 
  V6C 1L6

Tel: (604) 687-5447 
  Fax: (604) 687-6737

AUDITORS REPORT

To the Shareholders of Anooraq Resources Corporation

We have audited the consolidated balance sheets of Anooraq
  Resources Corporation as at October 31, 2002 and 2001, and the consolidated
  statements of operations, deficit, cash flows and exploration costs for each
  of the years in the three year period ended October 31, 2002. These consolidated
  financial statements are the responsibility of the Companys management.
  Our responsibility is to express an opinion on these consolidated financial
  statements based on our audits.

We conducted our audits in accordance with generally accepted
  auditing standards in Canada and the United States of America. Those standards
  require that we plan and perform an audit to obtain reasonable assurance whether
  the consolidated financial statements are free of material misstatement. An
  audit includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the consolidated financial statements. An audit also includes
  assessing the accounting principles used and significant estimates made by management,
  as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  October 31, 2002 and 2001 and the results of its operations and cash flows for
  each of the years in the three year period ended October 31, 2002 in accordance
  with generally accepted accounting principles in Canada. As required by the
  Company Act (British Columbia), we report that, in our opinion, these principles
  have been applied on a consistent basis.

/s/ DeVisser Gray

CHARTERED ACCOUNTANTS

Vancouver, British Columbia 
  March 6, 2003

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA 
  U.S. REPORTING CONFLICT

In the United States, reporting standards for auditors require
  the addition of an explanatory paragraph (following the opinion paragraph) when
  the financial statements are affected by significant uncertainties and contingencies
  such as those referred to in note 1 to these financial statements. Although
  we conducted our audits in accordance with both Canadian and U.S. generally
  accepted auditing standards, our report to the shareholders dated March 6, 2003
  is expressed in accordance with Canadian reporting standards which do not require
  a reference to such matters when the uncertainties are adequately disclosed
  in the financial statements.

/s/ DeVisser Gray

CHARTERED ACCOUNTANTS

Vancouver, British Columbia 
  March 6, 2003

---

ANOORAQ RESOURCES CORPORATION 
  Consolidated Balance Sheets 
  (Expressed in Canadian dollars)

|                                               |      |  |   | As
      at October 31 |  
|---------------------------------------------- | ---- |  | - | ---------------------- | -
|                                               | note |  |   | 2002                   |  
|                                               |      |  |   |                        |  
|Assets                                         |      |  |   |                        |  
|                                               |      |  |   |                        |  
|Current assets                                 |      |  |   |                        |  
|Cash and equivalents                           |      |  | $ | 3,005,236              |  
|Amounts receivable                             | 4    |  |   | 310,423                |  
|Prepaid
      expenses                         |      |  |   | 53,035                 |  
|                                               |      |  |   | 3,368,694              |  
|                                               |      |  |   |                        |  
|Amounts receivable                             | 4    |  |   | 119,285                |  
|Equipment                                      | 5    |  |   | 37,627                 |  
|Mineral property
      interests               | 6    |  |   | 4,200,000              |  
|                                               |      |  |   |                        |  
|                                               |      |  | $ | 7,725,606              |  
|                                               |      |  |   |                        |  
|                                               |      |  |   |                        |  
|                                               |      |  |   |                        |  
|Liabilities and Shareholders' Equity           |      |  |   |                        |  
|                                               |      |  |   |                        |  
|Current liabilities                            |      |  |   |                        |  
|Accounts
      payable and accrued liabilities | 8(b) |  | $ | 92,114                 |  
|                                               |      |  |   |                        |  
|Shareholders' equity                           |      |  |   |                        |  
|Share capital                                  | 7    |  |   | 20,048,474             |  
|Deficit                                        |      |  |   | (12,414,982            | )
|                                               |      |  |   | 7,633,492              |  
|                                               |      |  |   |                        |  
|Continuing operations                          | 1    |  |   |                        |  
|Subsequent events                              | 7,12 |  |   |                        |  
|                                               |      |  |   |                        |  
|                                               |      |  | $ | 7,725,606              |  

See accompanying notes to consolidated financial statements

Approved by the Board of Directors

|/s/ Ronald W. Thiessen | /s/ Jeffrey R. Mason
|---------------------- | --------------------
|                       |                     
|Ronald W. Thiessen     | Jeffrey R. Mason    
|Director               | Director            

---

ANOORAQ RESOURCES CORPORATION 
  Consolidated Statements of Operations
  (Expressed in Canadian Dollars)

|                                  |      |  |   | Years
      ended October 31 |  
|--------------------------------- | ---- |  | - | ---------------------------- | -
|                                  | note |  |   | 2002                         |  
|                                  |      |  |   |                              |  
|Revenue                           |      |  |   |                              |  
|Interest                          |      |  | $ | 38,341                       |  
|                                  |      |  |   |                              |  
|Expenses                          |      |  |   |                              |  
|Conference and travel             |      |  |   | 119,392                      |  
|Consulting                        |      |  |   | 193,902                      |  
|Depreciation                      |      |  |   | 1,461                        |  
|Exploration (statement)           |      |  |   | 976,087                      |  
|Foreign exchange
      (gain)     |      |  |   | (23,740                      | )
|Legal, accounting
      and audit |      |  |   | 82,253                       |  
|Office and administration         |      |  |   | 73,039                       |  
|Property investigations           |      |  |   |                             |  
|Salaries and benefits             |      |  |   | 459,249                      |  
|Shareholders communications       |      |  |   | 500,039                      |  
|Trust
      and filing            |      |  |   | 20,755                       |  
|                                  |      |  |   | 2,402,437                    |  
|                                  |      |  |   |                              |  
|Loss for
      the year           |      |  | $ | (2,364,096                   | )
|                                  |      |  |   |                              |  
|Loss per share                    | 2(g) |  | $ | (0.08                        | )
|                                  |      |  |   |                              |  
|Weighted average number of        |      |  |   |                              |  
|shares
      outstanding          |      |  |   | 28,901,132                   |  

Consolidated Statements of Deficit 
  (Expressed in Canadian Dollars)

|                           |   | Years
      ended October 31 |  
|-------------------------- | - | ---------------------------- | -
|                           |   | 2002                         |  
|                           |   |                              |  
|Deficit, beginning of year | $ | (10,050,886                  | )
|Loss for the
      year    |   | (2,364,096                   | )
|                           | $ | (12,414,982                  | )

See accompanying notes to consolidated financial statements

---

ANOORAQ RESOURCES CORPORATION 
  Consolidated Statements of Exploration Expenses 
  (Expressed in Canadian Dollars)

|                                                     |   | Years
      ended October 31 | 
|---------------------------------------------------- | - | ---------------------------- | 
|                                                     |   | 2002                         | 
|                                                     |   |                              | 
|Assays and analysis                                  | $ | 33,768                       | 
|Drilling                                             |   | 55,446                       | 
|Engineering                                          |   | 159,584                      | 
|Environmental and socioeconomic                      |   | 42,701                       | 
|Exploration advances                                 |   |                             | 
|Geological and consulting                            |   | 425,225                      | 
|Graphics                                             |   | 65,124                       | 
|Property fees and assessments                        |   | 39,143                       | 
|Site activities                                      |   | 100,914                      | 
|Transportation                                       |   | 54,182                       | 
|Incurred during the year, to statement of operations |   | 976,087                      | 
|Cumulative expenditures,
      beginning of year     |   | 5,041,201                    | 
|Cumulative
      expenditures, end of year           | $ | 6,017,288                    | 

See accompanying notes to consolidated financial statements

---

ANOORAQ RESOURCES CORPORATION 
  Consolidated Statements of Cash Flows 
  (Expressed in Canadian Dollars)

|                                                       |   | Years
      ended October 31 |  
|------------------------------------------------------ | - | ---------------------------- | -
|Cash provided
      by (used for):                     |   | 2002                         |  
|                                                       |   |                              |  
|Operating activities                                   |   |                              |  
|Loss for the year                                      | $ | (2,364,096                   | )
|Items not involving
      cash                         |   |                              |  
|Depreciation                                           |   | 1,461                        |  
|Depreciation
      included in exploration expenses    |   | 16,738                       |  
|Mineral
      properties written off                   |   | 1                            |  
|Shares
      issued for property option and            |   |                              |  
|assignment
      agreements                            |   |                             |  
|Changes in non-cash
      operating working capital    |   |                              |  
|Amounts
      receivable                               |   | 64,354                       |  
|Prepaid
      expenses                                 |   | (22,523                      | )
|Funds
      in trust                                   |   |                             |  
|Accounts
      payable and accrued liabilities         |   | (138,191                     | )
|                                                       |   | (2,442,256                   | )
|                                                       |   |                              |  
|Investing activities                                   |   |                              |  
|Purchase
      of equipment                            |   |                             |  
|                                                       |   |                              |  
|Financing activities                                   |   |                              |  
|Issuance
      of common shares for cash, net of costs |   | 3,339,571                    |  
|                                                       |   |                              |  
|Increase (decrease) in cash and equivalents            |   | 897,315                      |  
|Cash and equivalents,
      beginning of year          |   | 2,107,921                    |  
|Cash and
      equivalents, end of year                | $ | 3,005,236                    |  
|                                                       |   |                              |  
|Supplementary information                              |   |                              |  
|Non-cash financing and investing activities:           |   |                              |  
|Shares issued for
      deferred mineral property      |   |                              |  
|acquisition
      costs                                | $ |                             |  
|Sale of equipment
      at net book value for          |   |                              |  
|settlement
      of related party debt                 | $ |                             |  

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2002, 2001, and 2000 
      (Expressed in Canadian dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|1. | Continuing operations
      The Company is incorporated in the Province of British
        Columbia, Canada and its principal business activity is the exploration
        of mineral properties. The Company has pursued mineral property interests
        in Canada, Mexico and the Republic of South Africa and is currently focusing
        its attention on the Platreef Property, located on the Bushveld Complex
        in South Africa (note 6).
      As at the date of these consolidated financial statements,
        the Company has not yet identified a body of commercial grade ore on any
        of its properties. The ability of the Company to recover the costs it
        has incurred to date on these properties is dependent upon the Company
        being able to identify a commercial ore body, to finance its exploration
        costs and to address any environmental, regulatory or other issues which
        may arise in the course of developing the property.
      These consolidated financial statements have been prepared
        using Canadian generally accepted accounting principles assuming a going
        concern. The Company has incurred losses since inception and the ability
        of the Company to continue as a going concern depends upon its ability
        to develop profitable operations, and to continue to raise adequate financing.
        These financial statements do not reflect adjustments, which could be
        material, to the carrying values of assets and liabilities which may be
        required should the Company be unable to continue as a going concern.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Basis of presentation and principles of consolidation
      These financial statements are prepared in accordance
        with Canadian generally accepted accounting principles (GAAP).
      The consolidated financial statements include the accounts
        of the Companys wholly-owned Mexican and Cayman Islands subsidiaries,
        and Plateau Resources (Proprietary) Limited (Plateau) located
        in the Republic of South Africa. All material intercompany balances and
        transactions have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | Significant accounting policies
      Cash and equivalents
      Cash and equivalents consist of cash and highly liquid
        investments, having maturity dates of three months or less from the date
        of purchase, that are readily convertible to known amounts of cash.
      Equipment
      Equipment is carried at cost less accumulated depreciation.
        Depreciation is provided on a declining balance basis at various rates
        ranging from 15% to 30% per annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2002, 2001, and 2000 
      (Expressed in Canadian dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Mineral property interests
      Exploration expenses incurred prior to determination
        of the feasibility of mining operations, periodic option payments and
        administrative expenditures are expensed as incurred. Mineral property
        acquisition costs and exploration and development expenditures incurred
        subsequent to the determination of the feasibility of mining operations
        are deferred until the property to which they relate is placed into production,
        sold, allowed to lapse or abandoned.
      Mineral property acquisition costs include the cash
        consideration and the fair market value of common shares, based on the
        trading price of the shares, issued for mineral property interests, pursuant
        to the terms of the agreement. These costs are amortized over the estimated
        life of the property following commencement of commercial production,
        or written off if the property is sold, allowed to lapse or abandoned
        or when an impairment of value has occurred.
      Share capital
      Common shares issued for non-monetary consideration
        are recorded at their fair market value based upon the trading price of
        the Companys shares on the TSX Venture Exchange on the date of the
        agreement to issue the shares. Costs incurred to issue common shares are
        deducted from share capital.
      No expense is recorded when share purchase warrants
        or options are issued for services rendered or other consideration.
      Income taxes
      The Company uses the asset and liability method of accounting
        for income taxes. Under this method, future income tax assets and liabilities
        are computed based on differences between the carrying amounts of assets
        and liabilities on the balance sheet and their corresponding tax values,
        generally using the enacted or substantively enacted income tax rates
        expected to apply to taxable income in the years in which those temporary
        differences are expected to be recovered or settled. Future income tax
        assets also result from unused loss carry forwards and other deductions.
        Future tax assets are recognized to the extent that they are considered
        more likely than not to be realized. The valuation of future income tax
        assets is adjusted, if necessary, by the use of a valuation allowance
        to reflect the estimated realizable amount.
      Loss per share
      Basic loss per share is calculated by dividing the loss
        available to common shareholders by the weighted average number of common
        shares outstanding during the year. For all years presented, loss available
        to common shareholders equals the reported loss.
      Diluted loss per share is not presented as the effect
        of including outstanding options and warrants in the loss per share calculation
        would be anti-dilutive.
      Fair value of financial instruments
      The carrying amounts of cash and equivalents, amounts
        receivable and accounts payable and accrued liabilities approximate their
        fair values due to their short-term nature.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2002, 2001, and 2000 
      (Expressed in Canadian dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   | Translation of foreign currencies
      All of the Companys foreign operations are integrated.
        Monetary assets and liabilities of the Companys integrated foreign
        operations are translated into Canadian dollars at exchange rates in effect
        at the balance sheet date. Non-monetary assets and liabilities are translated
        at historical exchange rates unless such items are carried at market,
        in which case they are translated at the exchange rates in effect on the
        balance sheet date. Revenues and expenses, except depreciation, are translated
        at the average exchange rates for the period. Depreciation is translated
        at the same exchange rate as the assets to which it relates. Gains or
        losses on translation are expensed.
      Use of estimates
      The preparation of financial statements in conformity
        with Canadian generally accepted accounting principles requires management
        to make estimates and assumptions that affect the reported amounts of
        assets and liabilities and the disclosure of contingent assets and liabilities
        at the date of the financial statements, and the reported amounts of revenues
        and expenses during the reporting period. Significant areas requiring
        the use of management estimates include the determination of potential
        impairments of asset values and rates for the depreciation of equipment.
        Actual results could differ from these estimates.
      Comparative figures
      Certain of the prior years comparative figures
        have been restated to conform with the presentation adopted for the current
        year.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4. | Amounts receivable
      Amounts receivable comprise the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| |                                                     |   | Years
      ended October 31 | 
| | --------------------------------------------------- | - | ---------------------------- | 
| |                                                     |   |                              | 
| |                                                     |   | 2002                         | 
| |                                                     |   |                              | 
| | Employee expense advances                           | $ | 1,589                        | 
| | Farallon Resources Ltd. (note 8)                    |   |                             | 
| | Hunter Dickinson Inc., and subsidiaries (note 8)    |   | 10,637                       | 
| | Mainland Exploration Limited Partnership (note 8)   |   | 242,516                      | 
| | Value-added tax rebates, net of non-current portion |   |                              | 
| | of $119,285 (2001  $ 116,000)                      |   | 55,681                       | 
| |                                                     | $ | 310,423                      | 

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2002, 2001, and 2000 
      (Expressed in Canadian dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | Equipment
|-- | ---------

|   |                            |   | October
      31, 2002 |  |   | October
      31, 2001 | 
|-- | -------------------------- | - | ---------------------- |  | - | ---------------------- | 
|   |                            |   |                        |  |   | Accumulated            | 
|   |                            |   | Cost                   |  |   | depreciation           | 
|   |                            |   |                        |  |   |                        | 
|   | Office                     | $ | 30,421                 |  | $ | 24,321                 | 
|   | Vehicles                   |   | 68,769                 |  |   | 37,242                 | 
|   |                            |   |                        |  |   |                        | 
|   |                            | $ | 99,190                 |  | $ | 61,563                 | 
|   |                           
|6. | Mineral property interests

| | Mineral Property Acquisition Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | Years
      ended October 31 | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ---------------------------- | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | 2002                         | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                              | 
| | Platreef Property, South Africa                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                              | 
| | Balance, beginning
      of the year                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | $ | 4,200,000                    | 
| | Incurred
      during the year                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                             | 
| | Balance, end of
      the year                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | 4,200,000                    | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                              | 
| | La Dicha Property, Mexico                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                             | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | $ | 4,200,000                    | 
| | See Consolidated Statements of Exploration Expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                              | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (a) Platreef Property, Bushveld Complex,
        Republic of South Africa
      In October 1999, the Company acquired a two-stage right
        to purchase up to 100% of Pinnacle Resources Inc.'s ("Pinnacle") South
        African subsidiary, Plateau Resources (Proprietary) Limited ("Plateau"),
        which holds the Platreef platinum group mineral ("PGM") properties located
        on the Bushveld Complex in South Africa.
      Under the share purchase agreement Anooraq was to acquire
        a 70% interest in Plateau by investing $10,000,000 for exploration of
        the properties over a four-year period. In the event Anooraq elected to
        acquire the full 100% interest in Plateau, a second stage transaction
        would provide that Anooraq would then acquire the remaining 30% interest
        by purchasing it from Pinnacle in consideration of issuing common shares
        of Anooraq such that Pinnacle would hold 30% of Anooraq's outstanding
        share capital after the transaction, subject to certain adjustments.

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2002, 2001, and 2000 
      (Expressed in Canadian dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The Company acquired its rights under the October 1999
        agreement with Pinnacle as a consequence of reaching a settlement agreement
        with Gladiator Minerals Inc. (Gladiator), pursuant to which
        Anooraq would issue shares in stages to Gladiator as it proceeded with
        investments in Plateau. In addition, during fiscal year 2000, a 200,000
        common share fee was paid to a related party for facilitating the settlement
        and acquisition. To October 31, 2002, 378,500 shares had been issued to
        Gladiator under this agreement.
      On May 23, 2000, the Company added to its mineral rights
        in the region by acquiring through Plateau the option to purchase a 100%
        interest in a portion of the Elandsfontein 766 LR farm located contiguous
        to the pre-existing Platreef properties, pursuant to an agreement with
        MSA Projects (Pty) Limited (the "Heads of" Agreement). The option requires
        staged issuances totalling 500,000 common shares of the Company (141,667
        shares issued to October 31, 2002, with an additional 125,000 shares issued
        subsequent to the year end, on November 1, 2002) and aggregate cash payments
        of US$350,000 (of which US$19,750 has been paid) and Cdn$15,000 (which
        has been paid).
      On August 28, 2001, the Company completed an agreement
        to purchase from Pinnacle the 4,000 outstanding common shares of Plateau
        that it did not own in consideration for the issuance of 7.5 million of
        its common shares at an aggregate cost of $4.2 million. Until the earlier
        of August 28, 2003 or the date on which Pinnacle ceased to hold at least
        20% of Anooraqs outstanding common shares, which occurred in fiscal
        2002, these shares were subject to a monthly resale limit of $97,000 in
        aggregate market value, a right of first refusal in favour of the Company
        in respect to block sales of greater than 500,000 shares, and a call option
        which allowed the Company to re-purchase up to 350,000 shares per calendar
        quarter to a maximum of 700,000 shares per calendar year. In connection
        with this acquisition, the original loan facility and share purchase agreement
        between Anooraq and Pinnacle was purchased for consideration of 4,500,000
        Anooraq warrants exercisable at $0.70 until August 28, 2003.
      In July 2001, Plateau acquired the right to purchase
        a 100 percent interest in farms Hamburg 737 LR (2,126 hectares) and Elandsfontein
        766 LR Portion 1 (428 hectares), located contiguous to the north end of
        the then-existing Platreef properties. Consideration for the exploration
        rights to these farms, which are in effect for a five year term, consists
        of payments of US$2.00 per hectare in year one escalating in stages to
        US$4.50 per hectare in year five. To purchase the farms outright, a payment
        of US$325 per hectare is required if the option is exercised in year one,
        US$390 per hectare in year two, US$455 per hectare in year three, US$520
        per hectare in year four and US$600 per hectare in year five.
      On October 10, 2001, the Company completed an agreement
        with African Minerals Ltd. (AML), a private affiliate of Ivanhoe
        Capital Corporation, whereby AML has the right to earn a 50% joint venture
        interest in Anooraqs 2,900 hectare Rietfontein 2KS farm (Rietfontein).
        Under the terms of this agreement, AML must spend a minimum of Cdn$750,000
        in each of the ensuing two years (completed year 1 obligation) to obtain
        the right to form a 50:50 joint venture with Plateau on Rietfontein. As
        a further condition of the agreement, an AML affiliate participated to
        the extent of $520,000 in the Companys August 2001 $3.1 million
        private placement equity financing (note 7(f)). A finders fee of
        300,000 common shares is due and payable in relation to this joint venture
        transaction, pending TSXV approval upon receipt of adequate project expenditure
        documentation from AML.
      In April 2002, the Company acquired the Noord Holland
        775 LR farm (1,229 hectares) from the South African Department of Mines
        and Energy, bringing the aggregate land package of its Platreef Property
        to approximately 13,400 hectares.
      On May 16, 2002, the Company completed an agreement
        with Rustenburg Platinum Mines Limited (Rustenburg), a subsidiary
        of Anglo Platinum Corporation (Anglo Platinum), for the right
        to acquire up
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2002, 2001, and 2000 
      (Expressed in Canadian dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | to an 80% interest in twelve new PGM properties located
        on the Northern Limb of the Bushveld Complex, South Africa. Under the
        agreements with Anglo Platinum, the Company has acquired an initial 50%
        interest in the PGM rights to the twelve farms and can maintain this interest
        by making staged exploration expenditure totalling South African Rand
        ("ZAR") 25 million within five years. The Company is required to spend
        ZAR 2.5 million in year one, ZAR 5 million in each of years two, three,
        and four, and ZAR 7.5 million in year five. When a mineral resource is
        identified, the Company can earn an additional 30% interest by bringing
        the property into commercial production. Rustenburg will retain a 20%
        interest in the joint venture. The agreements also include plans to involve
        local communities in future development of the properties. Any participation
        by local and regional communities will be provided out of Rustenburg's
        interest and any participation in the venture by a Historically Disadvantaged
        South Africans ("HDSA") partner will be provided out of the Companys
        interest.
      (b) La Dicha Property, Mexico
      During 1998, the Company acquired an option to purchase
        a 100% interest in the La Dicha property, located near Chilpancingo, Mexico,
        in consideration for total payments of US$500,000 (of which US$30,000
        has paid) and the issuance of 350,000 common shares of the Company in
        stages over four years. Subsequent to the date of the agreement and in
        contravention of its terms, the property vendor failed to maintain adequate
        title to five of the fourteen concessions and ownership of these concessions
        reverted to the Mexican government, which subsequently granted them to
        third parties pursuant to a public auction during the 1999 fiscal year.
        The Company terminated all payments to the property vendor during the
        1999 fiscal year. The Company's remaining ownership interests, which were
        carried at a nominal value of $1, lapsed during the year and accordingly,
        were expensed in the current year.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2002, 2001, and 2000 
      (Expressed in Canadian dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|7. | Share capital
      (a) Authorized share capital
      The Companys authorized share capital consists
        of 100,000,000 common shares without par value.
      (b) Issued share capital
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |       |  | Number of  |  |   |                     | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | ---------- |  | - | ------------------- | 
| | Common shares
      issued and outstanding                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | Price |  | Shares     |  |   | Dollar
      Amount | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |       |  |            |  |   |                     | 
| | Balance, October 31, 2000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |       |  | 14,182,413 |  | $ | 8,897,689           | 
| | Issued during fiscal 2001                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |       |  |            |  |   |                     | 
| | Share
      purchase options exercised                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | $0.43 |  | 14,000     |  |   | 6,020               | 
| | Share purchase options
      exercised                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | $0.50 |  | 2,000      |  |   | 1,000               | 
| | Share
      purchase options exercised                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | $0.50 |  | 490,000    |  |   | 254,800             | 
| | Warrants exercised                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | $0.85 |  | 82,000     |  |   | 69,700              | 
| | Private
      placement, net of issue costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | $0.65 |  | 4,797,800  |  |   | 3,024,694           | 
| | Shares issued for
      property acquisition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | $0.56 |  | 7,500,000  |  |   | 4,200,000           | 
| | Shares
      issued for property option                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | $0.75 |  | 141,667    |  |   | 106,250             | 
| | Shares issued for
      property assignment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | $0.85 |  | 175,000    |  |   | 148,750             | 
| | Balance, October 31, 2001                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |       |  | 27,384,880 |  | $ | 16,708,903          | 
| | Issued during 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |       |  |            |  |   |                     | 
| | Share
      purchase options exercised                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | $0.50 |  | 14,500     |  |   | 7,250               | 
| | Share purchase options
      exercised                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | $0.60 |  | 7,000      |  |   | 4,200               | 
| | Warrants
      exercised                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | $0.70 |  | 4,482,800  |  |   | 3,137,960           | 
| | Private placement,
      net of issue costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | $0.70 |  | 259,283    |  |   | 190,161             | 
| | Balance, October 31, 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |       |  | 32,148,463 |  | $ | 20,048,474          | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |       |  |            |  |   |                     | 
| | Subsequent to October 31, 2002, the Company
        issued 125,000 common shares pursuant to the Heads of" Agreement
        (note 6(a)) and issued 4,000 common shares pursuant to the exercise of
        options.
      (c) Share Incentive Plan
      Under the terms of the shareholder-approved Share Incentive
        Plan, the Company at October 31, 2002 had reserved up to 5,475,000 share
        options that are grantable to employees, consultants and directors at
        the discretion of the Board of Directors.

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2002, 2001, and 2000 
      (Expressed in Canadian dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As at October 31, 2002, 3,756,500 share purchase
        options were outstanding (of which 464,000 share purchase options had
        not yet vested with optionees), exercisable at prices ranging from $0.50
        to $0.84 per share, as follows:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                      | Option |  | Number of
|--------------------- | ------ |  | ---------
|Expiry
      date     | price  |  | options  
|December 6, 2002 (1)  | 0.50   |  | 52,500   
|February 12, 2003 (2) | 0.56   |  | 4,000    
|March 9, 2003 (1)     | 0.66   |  | 25,000   
|June 11, 2003         | 0.62   |  | 11,000   
|September 11, 2003    | 0.54   |  | 75,000   
|October 30, 2003      | 0.60   |  | 1,175,000
|November 21, 2003     | 0.60   |  | 100,000  
|October 29, 2004      | 0.84   |  | 2,314,000
|                      |        |  | 3,756,500

|(1) | Expired unexercised subsequent to year end.                 
|--- | ------------------------------------------------------------
|(2) | On February 11, 2003, 4,000 options were exercised at $0.56.

|                           |          |  |            |   | Contractual       
|-------------------------- | -------- |  | ---------- | - | ------------------
|                           | Weighted |  |            |   | weighted          
|                           | average  |  |            |   | average           
|Option continuity schedule | exercise |  | Number of  |   | remaining         
|                           | price    |  | options    |   | life
      (years)
|Balance, October 31, 2000  | $0.83    |  | 1,493,000  |   | 1.00              
|Granted                    | $0.59    |  | 1,398,000  |   |                   
|Expired
      or cancelled | $0.63    |  | (1,272,000 | ) |                   
|Balance, October 31, 2001  | $0.59    |  | 1,619,000  |   | 1.62              
|Granted                    | $0.83    |  | 2,439,000  |   |                   
|Exercised                  | $0.53    |  | (21,500    | ) |                   
|Expired
      or cancelled | $0.59    |  | (280,000   | ) |                   
|Balance,October 31, 2002   | $0.75    |  | 3,756,500  |   | 1.59              

| | Subsequent to year end, on January 10, 2003, 856,000
        options at a price of $0.48 were granted to employees, consultants, directors
        and officers of the Company.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2002, 2001, and 2000 
      (Expressed in Canadian dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) Share purchase warrants
      The continuity of share purchase warrants is as follows:
| | ------------------------------------------------------------------------------------------

| | Note Reference         |  | 7(e)        |   |  | 7(f)       |   |  | 7(f)        |  |  | 6(a)      |  |  |            |  
| | ---------------------- |  | ----------- | - |  | ---------- | - |  | ----------- |  |  | --------- |  |  | ---------- | -
| | Expiry date            |  | December 21 |   |  | August 3   |   |  | December 27 |  |  | August 28 |  |  |            |  
| |                        |  | 2003        |   |  | 2002       |   |  | 2003        |  |  | 2003      |  |  |            |  
| |                        |  |             |   |  |            |   |  |             |  |  |           |  |  |            |  
| | Exercise
      price   |  | 0.85        |   |  | 0.70       |   |  | 0.88        |  |  | 0.70      |  |  | TOTAL      |  
| | Balance,               |  |             |   |  |            |   |  |             |  |  |           |  |  |            |  
| | October
      31, 2000 |  | 3,774,718   |   |  |           |   |  |            |  |  |          |  |  | 3,774,718  |  
| | Issued                 |  |            |   |  | 4,797,800  |   |  |            |  |  | 4,500,000 |  |  | 9,297,800  |  
| | Exercised              |  | (82,000     | ) |  |           |   |  |            |  |  |          |  |  | (82,000    | )
| | Balance                |  |             |   |  |            |   |  |             |  |  |           |  |  |            |  
| | October
      31, 2001 |  | 3,692,718   |   |  | 4,797,800  |   |  |            |  |  | 4,500,000 |  |  | 12,990,518 |  
| | Issued                 |  |            |   |  |           |   |  | 259,283     |  |  |          |  |  | 259,283    |  
| | Exercised              |  |            |   |  | (4,482,800 | ) |  |            |  |  |          |  |  | (4,482,800 | )
| | Expired                |  |            |   |  | (315,000   | ) |  |            |  |  |          |  |  | (315,000   | )
| | Balance                |  |             |   |  |            |   |  |             |  |  |           |  |  |            |  
| | October
      31, 2002 |  | 3,692,718   |   |  |           |   |  | 259,283     |  |  | 4,500,000 |  |  | 8,452,001  |  

| | (e) Share purchase warrants
      On December 13, 2000, the Company extended the expiry
        date of 3,774,718 outstanding share purchase warrant, exercisable at $0.85
        per share, from December 21, 2000 to December 21, 2001. The exercise price
        remained unchanged. On December 7, 2001, the Company extended the expiry
        date of the remaining outstanding warrants to December 21, 2002, with
        the exercise price unchanged at $0.85.
      Subsequent to the year end, on December 10, 2002, the
        Company extended the expiry date of these warrants for an additional year
        to December 21, 2003, with the exercise price unchanged at $0.85.
      (f) Equity financings
      On August 13, 2001, the Company completed a $3.1 million
        equity financing consisting of 4,797,800 units at a price of $0.65 per
        unit, of which 2,473,700 units were brokered. Each unit comprised one
        common share and one share purchase warrant exercisable to purchase an
        additional share at a price of $0.70 until August 3, 2002.
      During the current fiscal year, 4,482,800 share purchase
        warrants were exercised and the remaining 315,000 warrants expired unexercised.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2002, 2001, and 2000 
      (Expressed in Canadian dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   | On August 27, 2002, the Company completed a $207,426
        private placement financing of 259,283 units at a price of $0.80 per unit.
        Each unit was comprised of one common share and a one common share purchase
        warrant exercisable at $0.88 per common share until December 27, 2003.
        The warrants are subject to an accelerated expiry of 45 days if the Companys
        shares trade on the TSX Venture Exchange for ten consecutive trading days
        at or above $1.32.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8. | Related party transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| |                                          |     |  |   | Years
      ended October 31 | 
| | ---------------------------------------- | --- |  | - | ---------------------------- | 
| | Services
      rendered by:              | Ref |  |   | 2002                         | 
| | Hunter Dickinson Inc.                    | (a) |  | $ | 1,143,295                    | 
| | Hunter Dickinson Group Inc.              |     |  |   | 58,296                       | 
| |                                          |     |  |   |                              | 
| |                                          |     |  |   |                              | 
| |                                          |     |  |   |                              | 
| | Balances receivable (payable):           |     |  |   |                              | 
| | Hunter Dickinson
      Inc.              | (b) |  |   |                              | 
| | Mainland Exploration Limited Partnership | (c) |  |   |                              | 
| | Amarc Resources
      Ltd.               | (d) |  |   |                              | 
| | Farallon Resources Ltd.                  | (d) |  |   |                              | 

| | (a) | Hunter Dickinson Inc. (HDI)
        and its whollyowned subsidiaries are private companies with certain
        directors in common that provide geological, corporate development, administrative
        and management services to, and incur third party costs on behalf of,
        the Company on a full cost recovery basis pursuant to an agreement dated
        December 31, 1996.                                                                                                                                                                                                                                                                                                                                                                             
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) | The balances receivable (payable) to
        HDI have resulted from advances against future work or from HDI providing
        periodic short-term working capital advances to the Company. These balances
        are included within amounts receivable (note 4) or accounts payable and
        accrued liabilities on the consolidated balance sheets.                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c) | Mainland Exploration Limited Partnership
        (Mainland) is a limited partnership that had provided merger,
        acquisition, financing and other corporate services to the Company and
        invests in exploration properties. Certain directors of the Company are
        also directors of Mainlands general partner. Mainland received 200,000
        shares of the Company in exchange for the assignment to the Company of
        the October 1999 agreement to acquire Plateau Resources (Pty) Limited
        (Platreef Property  note 6). The Company had also advanced Mainland
        $201,000 to October 31, 2000 and this amount, plus interest accrued at
        prime rate plus 1% compounded semi-annually, remains currently outstanding.

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2002, 2001, and 2000 
      (Expressed in Canadian dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                | Amarc Resources Ltd. and Farallon Resources Ltd.
        are public companies with certain directors in common with the Company.
        Balances with these companies are included in amounts receivable or accounts
        payable and accrued liabilities and have arisen primarily as a result
        of payments made in the normal course of business to common suppliers
        by one company on behalf of the other. These balances are noninterest
        bearing. The balances receivable (payable) to Amarc and Farallon were
        settled during the year.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|9. | Income taxes
      As at October 31, 2002, the Canadian parent company
        had the following amounts available to reduce future taxable income, the
        future tax benefits of which have not been reflected in the accounts,
        as it cannot be considered likely that these amounts will be utilized.
      The following non-capital losses, approximately, are
        available to reduce future taxable income:

| | Expiry Date                                                         |   |           | 
| | ------------------------------------------------------------------- | - | --------- | 
| | 2003                                                                | $ | 205,000   | 
| | 2004                                                                |   | 292,000   | 
| | 2005                                                                |   | 70,000    | 
| | 2006                                                                |   | 300,000   | 
| | 2007                                                                |   | 247,000   | 
| | 2008                                                                |   | 829,000   | 
| | 2009                                                                |   | 1,400,000 | 
| |                                                                     |   |           | 
| | Total                                                               |   | 3,343,000 | 
| | Capital loss carried forward                                        |   | 931,000   | 
| | Excess of aggregate tax cost of equipment over net
      book value |   | 101,000   | 
| | Total losses and excess equipment tax costs available               | $ | 4,375,000 | 

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2002, 2001, and 2000 
      (Expressed in Canadian dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|**10.** | Segmented information
      The Company operates in a single reportable operating
        segment, the exploration and development of mineral properties. Geographic
        segment disclosures are as follows:
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2002                     |   | Canada     |   |   | Mexico  |   |   | South
      Africa |   |   | Total      |  
| | ------------------------ | - | ---------- | - | - | ------- | - | - | ------------------ | - | - | ---------- | -
| | Exploration expenditures | $ |           |   | $ |        |   | $ | 976,087            |   | $ | 976,087    |  
| | Loss for the year        |   | (1,408,153 | ) |   | (6,789  | ) |   | (949,154           | ) |   | (2,364,096 | )
| | Interest income          |   | 37,780     |   |   |        |   |   | 561                |   |   | 38,341     |  
| | Total assets             |   | 3,082,376  |   |   | 161,143 |   |   | 4,482,087          |   |   | 7,725,606  |  
| | Equipment                |   |           |   |   |        |   |   | 37,627             |   |   | 37,627     |  
| |                          |   |            |   |   |         |   |   |                    |   |   |            |  
| |                          |   |            |   |   |         |   |   |                    |   |   |            |  
| | 2001                     |   | Canada     |   |   | Mexico  |   |   | South
      Africa |   |   | Total      |  
| | Exploration expenditures | $ |           |   | $ |        |   | $ | 1,444,583          |   | $ | 1,444,583  |  
| | Loss for the year        |   | (253,698   | ) |   | (21,224 | ) |   | (1,562,950         | ) |   | (1,837,872 | )
| | Interest income          |   | 39,760     |   |   |        |   |   | 1,222              |   |   | 40,982     |  
| | Total assets             |   | 2,390,902  |   |   | 216,612 |   |   | 4,280,808          |   |   | 6,888,322  |  
| | Equipment                |   | 1,460      |   |   |        |   |   | 54,366             |   |   | 55,826     |  
| |                          |   |            |   |   |         |   |   |                    |   |   |            |  
| |                          |   |            |   |   |         |   |   |                    |   |   |            |  
| | 2000                     |   | Canada     |   |   | Mexico  |   |   | South
      Africa |   |   | Total      |  
| | Loss for the year        | $ | (255,139   | ) | $ | (61,204 | ) | $ | (3,511,612         | ) | $ | (3,827,955 | )
| | Interest income          |   | 37,108     |   |   | 11,675  |   |   |                   |   |   | 48,783     |  

---

|ANOORAQ
      RESOURCES CORPORATION 
      Notes to Consolidated Financial Statements 
      Years ended October 31, 2002, 2001, and 2000 
      (Expressed in Canadian dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|11. | Differences between Canadian
        and United States Generally Accepted Accounting Principles                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (a) Mineral
        property costs
      The Companys policy of expensing all property
        costs except where an outright property interest has been acquired results
        in an accounting treatment for these costs which the Company considers
        to be materially congruent with US GAAP. Accordingly, the Company considers
        that no US/Canadian GAAP difference exists with respect to mineral property
        costs in these consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (b)Stock
        options
      Under U.S. GAAP, compensation cost must be considered
        for all stock options granted requiring the Company to utilize both the
        intrinsic value-based and the fair value based methods of accounting and
        reporting stock-based compensation. Under Canadian GAAP, no such cost
        is recognized.
      The Company, if required to report under U.S. GAAP,
        would elect to apply Accounting Principles Board Opinion No. 25: Accounting
        for Stock Issued to Employees ("APB 25") to account all stock options
        granted. Further, Statement of Financial Accounting Standards No. 123,
        Accounting for Stock-Based Compensation ("SFAS 123"), requires additional
        disclosure to reflect the results of the Company had it elected to follow
        SFAS 123.
      Under APB 25, compensation cost must be recognized for
        all compensatory stock options granted whenever the market price of the
        Company's shares on the date of grant exceeds the exercise price. The
        policies of the Canadian Venture Exchange permit the issuance of options
        with exercise prices discounted up to 25% from the closing market value
        at the date of granting. Such a discount, if provided option holders,
        would give rise to a compensation expense under U.S. GAAP as noted above.
        However, the Company has to date only granted stock options without vesting
        periods and only where the exercise price is based on the fair value of
        the stock at the date of the grant and, accordingly, under U.S. GAAP,
        would not have recognized any compensation costs.
      See note 7(c) for a summary of the changes in the Companys
        share options for the 2002 and 2001 fiscal years.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|12. | Subsequent events
      Subsequent to the year end, the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

| |     |                                                                                                   
| | --- | --------------------------------------------------------------------------------------------------
| | (a) | issued 125,000 common shares pursuant
        to the "Heads of" Agreement (note 6(a)),            
| |     |                                                                                                   
| | (b) | issued 4,000 common shares pursuant
        to the exercise of options (note 7(b)),               
| |     |                                                                                                   
| | (c) | granted 856,000 options to employees,
        consultants, directors and officers (note 7(c)), and
| |     |                                                                                                   
| | (d) | cancelled 77,500 options which expired
        unexercised (note 7(c)).                           

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