---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 20-F

[     ]     REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT
OF 1934

OR

[ x ]     ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal year ended December 31, 2008

OR

[     ]     TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[     ]     SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the transition period from _______________to
_______________

Commission file number 0-30622

ANOORAQ RESOURCES CORPORATION(Exact name of Registrant specified in its charter)

NOT APPLICABLE(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)

Name, Telephone, E-mail, and/or Facsimile number and Address of
Company Contact Person) Iemrahn Hassen
;Tel-27-11-779-6830;Fax-27-11-883-0836;E-Mail:Iemrahn@anooraqresources.co.za

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- 2 -

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
|------------------- | -----------------------------------------
|Common Shares       | The NYSE Amex Stock Exchange             

Securities registered or to be registered pursuant to Section
12(g) of the Act: None

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

Number of outstanding shares of Registrant's only class of
common stock as of December 31, 2008 186,640,007 Common Shares

Indicate by check mark whether Registrant is a well-known
seasoned issuer, as defined in Rule 405 Yes [   
]     No [ x ]

If this report is an annual or transition report, indicate by
check mark if Registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934. 
Yes [   
]     No [ x ]

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.Yes [ x ]    
No [     ]

Indicate by check mark whether the registrant (1) has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405of this chapter) during the preceding 12 months (or for such period
that the registrant was required to submit and post such files). Yes [ x
]     No [     ]

Indicate by check mark whether Registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act

|Large accelerated Filer [     ] | Accelerated Filer [ x ] | Non-accelerated Filer
      [     ]
|------------------------------- | ----------------------- | -----------------------------------

Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:

|U.S. GAAP [     ] | International Financial Reporting Standards
      as issued 
      by the International Accounting Standards
      Board [     ] | Other [ x ]
|----------------- | -------------------------------------------------------------------------------------------------------------------------------- | -----------

If "Other" has been check in response to the previous
question, by check mark which financial statement item Registrant has elected
to follow: Item 17 [ x ]     Item 18
[     ]

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- 3 -

If this is an annual report, indicate by check mark whether
Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.
Yes [     ]     No [ x ]

(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 July 1, 2009, the Federal
Reserve noon rate for Canadian Dollars was 1 USD = CAD 1.1446 (see Item 3  "Key
Information" 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

|              | GLOSSARY
      OF TERMS                                                                  | 4  
|------------- | ---------------------------------------------------------------------------------------- | ---
|ITEM
      1  | IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                              | 11 
|ITEM
      2  | OFFER
      STATISTICS AND EXPECTED TIMETABLE                                            | 12 
|ITEM
      3  | KEY
      INFORMATION                                                                    | 13 
|ITEM
      4  | INFORMATION
      ON THE COMPANY                                                         | 26 
|ITEM
      4A | UNRESOLVED
      STAFF COMMENTS                                                          | 67 
|ITEM
      5  | OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS                                       | 68 
|ITEM
      6  | DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES                                         | 74 
|ITEM
      7  | MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                  | 96 
|ITEM
      8  | FINANCIAL
      INFORMATION                                                              | 100
|ITEM
      9  | THE
      OFFER AND LISTING                                                              | 105
|ITEM
      10 | ADDITIONAL
      INFORMATION                                                             | 107
|ITEM
      11 | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                         | 120
|ITEM
      12 | DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES                             | 123
|ITEM
      13 | DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES                                    | 125
|ITEM
      14 | MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS | 126
|ITEM
      15 | CONTROLS
      AND PROCEDURES                                                            | 127
|ITEM
      16 | RESERVED                                                                                 | 129
|ITEM
      17 | FINANCIAL
      STATEMENTS                                                               | 132
|ITEM
      18 | FINANCIAL
      STATEMENTS                                                               | 133
|ITEM
      19 | EXHIBITS                                                                                 | 134

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- 2 -

PART 1

In this Annual Report on Form 20-F, all references to the
"Company" or to "Anooraq" refer to Anooraq Resources Corporation and its
subsidiaries, unless the context clearly otherwise requires. Certain terms used
herein are defined in the text and others are included in this glossary of
terms.

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. On July 1, 2009 the Federal Reserve noon
rate for Canadian dollars was 1 USD = CAD 1.1446. 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 July 1, 2009 and all information included in this document
should only be considered correct as of such date References to this "Annual
Report" are references to this Annual Report on Form 20-F for the fiscal year
ended December 31, 2008.

FORWARD LOOKING STATEMENTS

Cautionary Notes to Readers

This Annual Report on Form 20-F includes certain statements
that may be deemed "forward looking statements". All statements in this Annual
Report, other than statements of historical facts, are forward looking
statements. These statements appear in a number of different places in this
Annual Report and can be identified by words such as "anticipates", "estimates",
"projects", "expects", "intends", "believes", "plans", or their negatives or
other comparable words. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the Company's
actual results, performance or achievements to be materially different from any
future results, performance or achievements that may be expressed or implied by
such forward-looking statements. The Company believes that such forward looking
statements are based on reasonable assumptions, including assumptions that:
Lebowa will achieve production levels similar to previous years; the Company
will be able to continue its financing strategy on favourable terms; and the
Ga-Phasha Project and Boikgantsho Project exploration results will continue to
be positive. Forward looking statements however, are not guarantees of future
performance and actual results or developments may differ materially from those
in forward looking statements. Factors that could cause actual results to differ
materially from those in forward looking statements include market prices,
exploitation and exploration successes, changes in and the effect of government
policies with respect to mining and natural resource exploration and
exploitation, continued availability of capital and financing, and general
economic, market or business conditions. Investors are cautioned that any such
statements are not guarantees of future performance and that actual results or
developments may differ materially from those projected in the forward looking
statements.

The Company advises you that these cautionary remarks expressly
qualify in their entirety all forward-looking statements attributable to the
Company or persons acting on its behalf. The Company assumes no obligation to
update its forward-looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting such statements. You should
carefully review the cautionary statements and risk factors contained in this
and other documents that the Company files from time to time with the Securities
and Exchange Commission.

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- 3 -

Cautionary Note to U.S. Investors

This Annual Report uses the terms "measured resources" and
"indicated resources". The Company advises investors that while those terms are
recognized and required by Canadian regulations, the U.S. Securities and
Exchange Commission does not recognize them. Investors are cautioned not to
assume that any part or all of mineral deposits in these categories will ever be
converted into reserves. Investors should refer to the disclosure under the
heading "Resource Category (Classification) Definitions" below.

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

Cautionary Note to Readers Concerning Technical Review of
Lebowa Platinum Mine

The following are the principal risk factors and uncertainties
which, in management's opinion, are likely to most directly affect the
conclusions of the technical review of Lebowa. Some of the mineralized material
classified as a measured and indicated resource has been used in the cash flow
analysis. For US mining standards, a full feasibility study would be required,
which would require more detailed studies. Additionally all necessary mining
permits would be required in order to classify this part of Lebowas mineralized
material as an economically exploitable reserve. There can be no assurance that
this mineralized material will become classifiable as a reserve and there is no
assurance as to the amount, if any, which might ultimately qualify as a reserve
or what the grade of such reserve amounts would be. Data is not complete and
cost estimates have been developed, in part, based on the expertise of the
individuals participating in the preparation of the technical review and on
costs at projects believed to be comparable, and not based on firm price quotes.
Costs, including design, procurement, construction and on-going operating costs
and metal recoveries could be materially different from those contained in the
technical review. There can be no assurance that mining can be conducted at the
rates and grades assumed in the technical review. There can be no assurance that
the infrastructure facilities can be developed on a timely and cost-effective
basis. Energy risks include the potential for significant increases in the cost
of fuel and electricity, and fluctuation in the availability of electricity.
Projected metal prices have been used for the technical review. The prices of
these metals are historically volatile, and the Company has no control of or
influence on the prices, which are determined in international markets. There
can be no assurance that the prices of platinum, palladium, rhodium, gold,
copper and nickel will continue at current levels or that they will not decline
below the prices assumed in the technical review. Prices for these commodities
have been below the price ranges assumed in the technical report at times during
the past ten years, and for extended periods of time. The expansion projects
described herein will require major financing, probably a combination of debt
and equity financing. There can be no assurance that debt and/or equity
financing will be available on acceptable terms. A significant increase in costs
of capital could materially adversely affect the value and feasibility of
constructing the expansions. Other general risks include those ordinary to large
construction projects, including the general uncertainties inherent in
engineering and construction cost, the need to comply with generally increasing
environmental obligations, and accommodation of local and community concerns.
The economics are sensitive to the currency exchange rates, which have been
subject to large fluctuations in the last several years.

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|- 4 -            
|-----------------
|                 
|GLOSSARY OF TERMS

Certain terms used herein are defined as follows:

|Anglo Platinum               | Anglo Platinum Limited, a public company incorporated
      under the laws of South Africa.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|AnooraqShareholdersAgreement | The shareholders agreement between Pelawan, Anooraq, the
      Pelawan Trust and Plateau, dated as of June 12, 2009, which has replaced
      the Pelawan RTO Share Exchange Agreement, the Pelawan RTO Shareholders
      Agreement and the settlement agreement between the Company and Pelawan
      dated as of December 28, 2006, as of July 1, 2009, the effective date of
      the Lebowa Transaction.                                                                                                                                                                                                                               
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|BEE                          | Broad based Black Economic Empowerment, as envisaged
      pursuant to the Mineral Development Act and related legislation and
      guidelines, being 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.
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|BEE Warrants                 | The warrants for the issue of 167 million Anooraq Common
      Shares, issued by the Company to the Pelawan Trust pursuant to the
      settlement agreement with Pelawan dated as of December 28, 2006. The BEE
      Warrants expired without issuance of the Common Shares.                                                                                                                                                                                                                                                                                                                                                               
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Boikgantsho Project          | The Boikgantsho PGM project, located on the Northern Limb
      of the Bushveld Complex in South Africa, on the Drenthe and Witrivier
      farms, and the northern portion of the Overysel farm.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Boikgantsho                  | Boikgantsho Platinum Mine (Proprietary) Limited, a
      private company incorporated under the laws of South Africa which as of
      July 1, 2009, is a wholly owned subsidiary of Holdco and owns the
      respective interest in, and assets relating to, the Boikghantsho Project.                                                                                                                                                                                                                                                                                                                                                     
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Common Shares                | Common shares without par value in the capital of the
      Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Debt Facility                | The Senior Debt Facility with Standard Chartered Bank
      plc, made available to Plateau Resources amounting to ZAR 750 million
      including capitalised interest up to a maximum of three years or ZAR 250
      million.                                                                                                                                                                                                                                                                                                                                                                                                              
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|DME                          | The Government of South Africa acting through the
      Minister of Minerals and Energy and the Department of Minerals and Energy
      and their respective successors and delegates.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Elemental Symbols            | Pt  Platinum; Pd  Palladium; Au  Gold; Ag  Silver; Cu
       Copper; Cr  Chromium; Ni  Nickel; Pb  Lead; Rh  Rhodium; Ru 
      Ruthenium.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Farm                         | A term commonly used in South Africa to describe the area
      of a mineral interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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- 5 -

|Ga-Phasha Project                   | The Ga-Phasha PGM project, located on the Eastern Limb of
      the Bushveld Complex in South Africa, on the Paschaskraal, Klipfontein,
      Avoca and De Kamp farms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Ga-Phasha /GPM                      | Ga-Phasha Platinum Mine (Proprietary) Limited, a private
      company incorporated under the laws of South Africa which as of July
      1,2009, is a wholly owned subsidiary of Holdco and owns the respective
  interest in and assets relating to the Ga-Phasha Project.                                                                                                                                                                                                                                                                                                                                                                                 
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|HDP                                 | A "historically disadvantaged person" as contemplated in
      the Mineral Development Act, being a person who was discriminated against
      under the Apartheid system, and includes certain trusts and companies in
      which such a person has interests, as contemplated in the Holdco
      Shareholders Agreement.                                                                                                                                                                                                                                                                                                                                 
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|HDSI                                | Hunter Dickinson Services Inc., a corporation
      incorporated under the laws of Canada, which is a related party to
      Anooraq.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Holdco                              | Richtrau No. 179 (Proprietary) Limited, a private company
      incorporated under the laws of South Africa, which will be renamed Bokoni
      Platinum Holdings (Proprietary) Limited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Holdco Shareholders Agreement       | The shareholders' agreement entered into between Plateau,
      RPM and Holdco dated March 28, 2008, as amended on May 13, 2009, to govern
      the relationship between Plateau and RPM as shareholders of Holdco.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Kwanda Project                      | The Kwanda PGM Project, located on the Northern Limb of
      the Bushveld Complex in South Africa, on 12 farms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Kwanda                              | Kwanda Platinum Mine (Proprietary) Limited, a private
      company incorporated under the laws of South Africa which as of July
      1, 2009, is a wholly owned subsidiary of Holdco and owns the respective
  interest in and assets relating to the Kwanda Project.                                                                                                                                                                                                                                                                                                                                                                                      
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Lebowa                              | Lebowa Platinum Mine, a PGM mine, located on the Eastern
      Limb of the Bushveld Complex in South Africa on the Diamand, Wintersveld,
      Jagdlust, Middelpunt, Umkoanesstad and Zeekoegat farms.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Lebowa Transaction                  | The transaction pursuant to which the Company has
      acquired an effective 51% interest in Lebowa and an additional 1% interest
      in the Ga-Phasha Project, Boikgantsho Project and Kwanda Project pursuant
      to the acquisition by Plateau of 51% of the shares in, and claims on
      shareholders loan account against, Holdco, which, following implementation
      of the transaction, now owns 100% of New Opco, 100% Ga-Phasha Platinum
      Mine (Proprietary) Limited, Boikgantsho Platinum Mine (Proprietary)
      Limited, Kwanda Platinum Mine (Proprietary) Limited, for an aggregate cash
      consideration of ZAR2.6 billion.
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Lebowa Transaction
      Agreements | The Boikgantsho Sale of Rights Agreement, the Kwanda Sale
      of Rights Agreement, the Plateau Sale of Boikgantsho Shares and Claims
      Agreement, the Plateau Sale of Kwanda Shares Agreement, the Plateau Sale
      of Ga-Phasha Shares and Claims Agreement, the Holdco Sale of Shares
      Agreement, the Holdco Shareholders Agreement and the Phase 3
      Implementation Agreement, as more fully defined in the May 2009 Circular,
      and any amendments to such agreements, collectively.                                                                                                                                                

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- 6 -

|LPM                                        | Lebowa Platinum Mines Limited, a public company
      incorporated under the laws of South Africa and which is a wholly owned
      subsidiary of Holdco.                                                                                      
|------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                           |                                                                                                                                                                                                                                                
|May 2009 Circular                          | The management information circular dated May 13, 2009 in
      respect of the annual and extraordinary general meeting of the Company
      held on June 15, 2009, available on SEDAR at www.sedar.com.                                       
|                                           |                                                                                                                                                                                                                                                
|Mineral Development Act                    | The Mineral and Petroleum Resources Development
      Act, 2002 (South Africa).                                                                                                                                                                
|                                           |                                                                                                                                                                                                                                                
|Mining Charter                             | The Broad Based Socio-Economic Empowerment Charter for
      the South African mining industry, signed by the DME, the South African
      Chamber of Mines and others on October 11, 2002.                                                    
|                                           |                                                                                                                                                                                                                                                
|New Opco                                   | Richtrau No. 177 (Proprietary) Limited, a private company
      incorporated under the laws of South Africa, which is to be renamed Bokoni
      Platinum Mines (Proprietary) Limited and which is a wholly owned
      subsidiary of Holdco.  
|                                           |                                                                                                                                                                                                                                                
|NYSE Amex                                  | The NYSE Amex formerly the American Stock Exchange
      (Amex).                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                
|Pelawan                                    | Pelawan Investments (Proprietary) Limited, a private
      company incorporated under the laws of South Africa.                                                                                                                                
|                                           |                                                                                                                                                                                                                                                
|Pelawan RTO Share Exchange
      Agreement | The Share Exchange Agreement between Pelawan and Anooraq
      made as of January 21, 2004 and as amended from time to time.                                                                                                                   
|                                           |                                                                                                                                                                                                                                                
|Pelawan RTO Shareholders
      Agreement   | The Shareholders Agreement between Pelawan, Anooraq and
      the Pelawan Trust made as of September 19, 2004.                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                
|Pelawan Trust                              | The independent South African trust established in
      accordance with a trust deed dated September 2, 2004, the trustees of
      which are Deneys Reitz Trustees (Proprietary) Limited, Tumelo Motsisi and
      Asna Chris Harold Motaung.
|                                           |                                                                                                                                                                                                                                                
|PGM                                        | Platinum group metals, comprising platinum, palladium,
      rhodium, ruthenium, osmium and iridium.                                                                                                                                           
|                                           |                                                                                                                                                                                                                                                
|Plateau                                    | Plateau Resources (Proprietary) Limited, a private
      company incorporated under the laws of South Africa, being an indirect
      wholly owned subsidiary of Anooraq.                                                                      
|                                           |                                                                                                                                                                                                                                                
|Platreef Properties                        | The Platreef PGM properties located on the Northern Limb
      of the Bushveld Complex in South Africa, which includes the Kwanda,
      Boikgantsho and Rietfontein projects.                                                                 
|                                           |                                                                                                                                                                                                                                                
|PPRust                                     | Potgietersrust Platinum Limited, a private company
      incorporated under the laws of South Africa, being a wholly owned
      subsidiary of Anglo Platinum.                                                                                 
|                                           |                                                                                                                                                                                                                                                
|Royalty Act                                | The Mineral and Petroleum Resources Royalty Act,
      Act No 28 of 2008, in relation to royalties to be levied by the South
      African state in respect of the transfer of mineral or petroleum
      resources.                           

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- 7 -

|RPM          | Rustenburg Platinum Mines Limited, a public company
      incorporated under the laws of South Africa, being a wholly owned
      subsidiary of Anglo Platinum.
|------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                
|RTO          | Reverse Take-Over whereby Pelawan acquired a controlling
      share of Anooraq Resources pursuant to the Pelawan RTO Share Exchange
      Agreement.          
|             |                                                                                                                                                                
|SARB         | The Exchange Control Department of the South African
      Reserve Bank.                                                                                       
|             |                                                                                                                                                                
|South Africa | The Republic of South Africa.                                                                                                                                  
|             |                                                                                                                                                                
|TSXV         | TSX Venture Exchange Inc.                                                                                                                                      
|             |                                                                                                                                                                
|ZAR          | South African Rand, the currency of South Africa.                                                                                                              

Geological/Exploration Terms

|4E grade             | The 4E grade is the sum of the grade of Pt, Pd, Rh and
      Au.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Chromitite           | An igneous rock composed mostly of the mineral chromite
      and found in ultramafic to mafic layered intrusions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Lithology            | Rock composition and structure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Mafic                | Composed of dark ferromagnesian minerals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Mineral Deposit      | A deposit of mineralization that may or may not be ore.
      Under US rules, a mineral reserves or ore is determined by a full
      feasibility study. and mineralization may not be classified as a
      "reserve" unless the determination has been made that the mineralization
      could be economically and legally extracted or produced at the time the
      reserve determination is made Under Canadian rules, Mineral reserves may
      be determined by a preliminary feasibility study.                                                                                                                                                                                                                                                 
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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 material factors conclude legal and economic feasibility.
      Mineralization classified as "inferred", is a classification that is
      acceptable under Canadian regulations (see "Resource Category
      (Classification) Definitions" below) but cannot be used in a feasibility
      study and is not recognized by the United States Securities and Exchange
      Commission.

---

- 8 -

|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Technical Report | Means a report prepared and filed in accordance with National Instrument 43-101 on the Company’s profile with the Canadian Security Administrators on www.sedar.com.  This document refers to the May 2009 Technical Report entitled “Technical Report: Lebowa Platinum Mine, Limpopo Province, South Africa dated May 12 2009; the October 2007 Technical Report entitled “Technical Report on the Updated Resource Estimates on the Merensky Reef and UG2 Deposits, Ga-Phasha PGM Project, Eastern Limb, Bushveld Complex, Limpopo Province, South Africa dated October 19 2007; and the December 2004 Technical Report entitled “Technical Report Resource Estimate on the Boikgantsho Joint Venture, Eastern Limb, Bushveld Complex, Limpopo Province, South Africa dated December 22, 2004”.

Resource Category (Classification) Definitions

|mineral reserve  | Canadian National Instrument 43-101 Standards of
      Disclosure for Mineral Projects("NI 43-101") defines a
      "Mineral Reserve" as the economically mineable part of a Measured
      or Indicated Mineral Resource demonstrated by at least a Preliminary
      Feasibility Study. This Study must include adequate information on mining,
      processing, metallurgical, and economic and other relevant factors that
      demonstrate, at the time of reporting, that economic extraction can be
      justified. A Mineral Reserve includes diluting materials and allowances
      for losses that may occur when the material is mined.                                                           
|---------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                 | Mineral reserves are subdivided in order of increasing
      confidence into Probable Mineral Reserves and Proven Mineral Reserves. A
      Probable Mineral Reserve has a lower level of confidence than a Proven
      Mineral Reserve.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                 | (1) A "Probable Mineral Reserve" is the
      economically mineable part of an Indicated and, in some circumstances, a
      Measured Mineral Resource demonstrated by at least a Preliminary
      Feasibility Study. This Study must include adequate information on mining,
      processing, metallurgical, economic, and other relevant factors that
      demonstrate, at the time of reporting, that economic extraction can be
      justified.                                                                                                                                                                                                                                                          
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                 | (2) A "Proven Mineral Reserve" is the economically
      mineable part of a Measured Mineral Resource demonstrated by at least a
      Preliminary Feasibility Study. This Study must include adequate
      information on mining, processing, metallurgical, economic, and other
      relevant factors that demonstrate, at the time of reporting, that economic
      extraction is justified.                                                                                                                                                                                                                                                                                                               
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                 | Industry Guide 7  "Description of Property by Issuers
      Engaged or to be Engaged in Significant Mining Operations" of
      the Securities and Exchange Commission defines a 'reserve' as that part of
      a mineral deposit which could be economically and legally extracted or
      produced at the time of the reserve determination.                                                                                                                                                                                                                                                                                                                                                                
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|mineral resource | Canadian National Instrument 43-101 Standards of
      Disclosure for Mineral Projects("NI 43-101") defines a
      "Mineral Resource" as a concentration or occurrence of diamonds, natural
      solid inorganic material, or natural solid fossilized organic material
      including base and precious metals, coal, and industrial minerals in or on
      the Earth's crust in such form and quantity and of such a grade or quality
      that it has reasonable prospects for economic extraction. The location,
      quantity, grade, geological characteristics and continuity of a Mineral
      Resource are known, estimated or interpreted from specific geological
      evidence and knowledge.
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                 | Mineral Resources are sub-divided, in order of increasing
      geological                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

- 9 -

confidence, into Inferred, Indicated
and Measured categories. An Inferred Mineral Resource has a lower level of
confidence than that applied to an Indicated Mineral Resource. An Indicated
Mineral Resource has a higher level of confidence than an Inferred Mineral
Resource but has a lower level of confidence than a Measured Mineral Resource.

(1) Inferred Mineral Resource.An 'Inferred Mineral Resource' is that part of a Mineral Resource for which
quantity and grade or quality can be estimated on the basis of geological
evidence and limited sampling and reasonably assumed, but not verified,
geological and grade continuity. The estimate is based on limited information
and sampling gathered through appropriate techniques from locations such as
outcrops, trenches, pits, workings and drill holes.

Due to the uncertainty that may be
attached to Inferred Mineral Resources, it cannot be assumed that all or any
part of an Inferred Mineral Resource will be upgraded to an Indicated or
Measured Mineral Resource as a result of continued exploration. Confidence in
the estimate is insufficient to allow the meaningful application of technical
and economic parameters or to enable an evaluation of economic viability worthy
of public disclosure. Inferred Mineral Resources must be excluded from estimates
forming the basis of feasibility or other economic studies.

(2) Indicated Mineral Resource.An 'Indicated Mineral Resource' is that part of a Mineral Resource for which
quantity, grade or quality, densities, shape and physical characteristics can be
estimated with a level of confidence sufficient to allow the appropriate
application of technical and economic parameters, to support mine planning and
evaluation of the economic viability of the deposit. The estimate is based on
detailed and reliable exploration and testing information gathered through
appropriate techniques from locations such as outcrops, trenches, pits, workings
and drill holes that are spaced closely enough for geological and grade
continuity to be reasonably assumed. Mineralization may be classified as an
Indicated Mineral Resource by the Qualified Person when the nature, quality,
quantity and distribution of data are such as to allow confident interpretation
of the geological framework and to reasonably assume the continuity of
mineralization. An Indicated Mineral Resource estimate is of sufficient quality
to support a Preliminary Feasibility Study which can serve as the basis for
major development decisions.

(3) Measured Mineral Resource.A 'Measured Mineral Resource' is that part of a Mineral Resource for which
quantity, grade or quality, densities, shape and other physical characteristics
are so well established that they can be estimated with confidence sufficient to
allow the appropriate application of technical and economic parameters to
support production planning and evaluation of the economic viability of the
deposit. The estimate is based on detailed and reliable exploration, sampling
and testing information gathered through appropriate techniques from locations
such as outcrops, trenches, pits, workings and drill holes that are spaced
closely enough to confirm both geological and grade continuity.

Mineralization or other natural
material of economic interest may be classified as a Measured Mineral Resource
by the Qualified Person when the nature, quality, quantity and distribution of
data are such that the tonnage and grade of the mineralization can be estimated
to within close limits and that variation from the estimate would not
significantly affect potential economic viability. This category requires a high
level of confidence in, and understanding of, the

---

- 10 -

| | geology and controls of the mineral deposit.                                                                                                                                                                                                                                                              
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                           
| | Industry Guide 7  "Description of Property by Issuers
      Engaged or to be Engaged in Significant Mining Operations"of
      the Securities and Exchange Commission does not define or recognize
      resources. As used in this Annual Report, "mineral resources" are as
      defined in NI 43-101.

Currency and Measurement

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

Conversion of metric units into imperial equivalents is as
follows:

Metric Units
    Multiply by
    Imperial Unitshectares
    2.471
    = acresmeters
    3.281
    = feetkilometers
    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


---

- 11 -

|ITEM 1 | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|------ | -----------------------------------------------------

Not applicable.

---

- 12 -

|ITEM 2 | OFFER STATISTICS AND EXPECTED TIMETABLE
|------ | ---------------------------------------

Not applicable.

---

- 13 -

|ITEM 3 | KEY INFORMATION
|------ | ---------------

| | A. | Selected Financial Data
| | -- | -----------------------

The following table presents selected financial data for the
Company for the last five fiscal periods. This information should be read in
conjunction with the consolidated financial statements included elsewhere in
this document.

The Company's annual financial statements have been audited by
its independent registered public accounting firm, KPMG LLP, Chartered
Accountants, for the fiscal years ended December 31, 2008, 2007, 2006, 2005 and
the fourteen month fiscal year ended December 31, 2004. The financial statements
have been prepared in accordance with Canadian generally accepted accounting
principles ("Canadian GAAP"). Note 13 to the financial statements included
herein provides descriptions of the material measurement differences between
Canadian GAAP and United States generally accepted accounting principles ("US
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.

---

- 14 -

CONSOLIDATED BALANCE SHEET DATA(in thousands of Canadian
dollars)

|CANADIAN GAAP             |   | December
      31, |   |   | December
      31, |   |   | December
      31, |   |   | December
      31, |   |   | December
      31, |  
|------------------------- | - | ------------------ | - | - | ------------------ | - | - | ------------------ | - | - | ------------------ | - | - | ------------------ | -
|Period End
      Balances |   | 2008               |   |   | 2007               |   |   | 2006               |   |   | 2005               |   |   | 2004               |  
|Total assets              | $ | 15,173             |   | $ | 16,953             |   | $ | 21,829             |   | $ | 13,836             |   | $ | 24,480             |  
|Total liabilities         |   | 16,502             |   |   | 12,220             |   |   | 12,853             |   |   | 379                |   |   | 1,413              |  
|Share capital and         |   |                    |   |   |                    |   |   |                    |   |   |                    |   |   |                    |  
|contributed surplus       |   | 72,532             |   |   | 65,110             |   |   | 55,056             |   |   | 55,032             |   |   | 52,338             |  
|Deficit                   |   | (73,862            | ) |   | (60,376            | ) |   | (46,080            | ) |   | (41,575            | ) |   | (29,271            | )
|Working capital           |   | 587                |   |   | 4,988              |   |   | 12,143             |   |   | 4,781              |   |   | 14,375             |  
|Equipment, net            |   | 469                |   |   | 105                |   |   | 73                 |   |   | 174                |   |   | 198                |  
|Mineral property          |   | 8,993              |   |   | 9,079              |   |   | 8,241              |   |   | 8,502              |   |   | 8,494              |  
|interests                 |   |                    |   |   |                    |   |   |                    |   |   |                    |   |   |                    |  
|Shareholders' equity      |   | (1,328             | ) |   | 4,734              |   |   | 8,976              |   |   | 13,457             |   |   | 23,067             |  
|(deficit)                 |   |                    |   |   |                    |   |   |                    |   |   |                    |   |   |                    |  
|Number of shares          |   |                    |   |   |                    |   |   |                    |   |   |                    |   |   |                    |  
|outstanding               |   | 186,640,007        |   |   | 185,208,607        |   |   | 148,220,407        |   |   | 148,220,407        |   |   | 148,020,407        |  

|US GAAP                   |   | December
      31 |   |   | December
      31 |   |   | December
      31 |   |   | December
      31 |   |   | December
      31 |  
|------------------------- | - | ----------------- | - | - | ----------------- | - | - | ----------------- | - | - | ----------------- | - | - | ----------------- | -
|Period End
      Balances |   | 2008              |   |   | 2007              |   |   | 2006              |   |   | 2005              |   |   | 2004              |  
|Total assets              | $ | 15,335            |   | $ | 17,227            |   | $ | 21,829            |   | $ | 13,836            |   | $ | 24,480            |  
|Total liabilities         |   | 16,664            |   |   | 12,493            |   |   | 12,853            |   |   | 379               |   |   | 1,413             |  
|Share capital and         |   |                   |   |   |                   |   |   |                   |   |   |                   |   |   |                   |  
|contributed surplus       |   | 72,532            |   |   | 65,110            |   |   | 55,056            |   |   | 55,032            |   |   | 52,338            |  
|Deficit                   |   | (73,859           | ) |   | (60,376           | ) |   | (46,080           | ) |   | (41,575           | ) |   | (29,271           | )
|Working capital           |   | 587               |   |   | 4,988             |   |   | 12,143            |   |   | 4,781             |   |   | 14,375            |  
|Equipment, net            |   | 469               |   |   | 105               |   |   | 73                |   |   | 174               |   |   | 198               |  
|Mineral property          |   | 8,993             |   |   | 9,079             |   |   | 8,241             |   |   | 8,502             |   |   | 8,494             |  
|interests                 |   |                   |   |   |                   |   |   |                   |   |   |                   |   |   |                   |  
|Shareholders' equity      |   | (1,328            | ) |   | 4,734             |   |   | 8,976             |   |   | 13,457            |   |   | 23,067            |  
|(deficit)                 |   |                   |   |   |                   |   |   |                   |   |   |                   |   |   |                   |  
|                          |   |                   |   |   |                   |   |   |                   |   |   |                   |   |   |                   |  
|Number of shares          |   |                   |   |   |                   |   |   |                   |   |   |                   |   |   |                   |  
|outstanding               |   | 186,640,007       |   |   | 185,208,607       |   |   | 148,220,407       |   |   | 148,220,407       |   |   | 148,020,407       |  

No dividends have been declared for any periods above.

---

- 15 -

CONSOLIDATED STATEMENT OF OPERATIONS DATA(in
thousands of Canadian dollars, except per-share amounts)

|                           |   | 12 months   |   |   | 12 months   |   |   | 12 months   |   |   | 12 months   |   |   | 14 months   |  
|-------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | -
|CANADIAN GAAP              |   | ended       |   |   | ended       |   |   | ended       |   |   | ended       |   |   | ended       |  
|Statement of               |   | December 31 |   |   | December 31 |   |   | December 31 |   |   | December 31 |   |   | December 31 |  
|Operations Data            |   | 2008        |   |   | 2007        |   |   | 2006        |   |   | 2005        |   |   | 2004        |  
|Interest income            | $ | 179         |   | $ | 800         |   | $ | 264         |   | $ | 120         |   | $ | 486         |  
|General and administrative |   |             |   |   |             |   |   |             |   |   |             |   |   |             |  
|expenses                   |   | 13,325      |   |   | 12,891      |   |   | 4,153       |   |   | 6,534       |   |   | 4,612       |  
|Exploration expenditures   |   | 341         |   |   | 2,344       |   |   | 736         |   |   | 5,955       |   |   | 8,901       |  
|Loss                       |   | (13,485     | ) |   | (14,296     | ) |   | (4,505      | ) |   | (12,304     | ) |   | (13,027     | )
|Loss per Common Share      |   | (0.07       | ) |   | (0.08       | ) |   | (0.03       | ) |   | (0.08       | ) |   | (0.18       | )

|                           |   | 12 months   |   |   | 12 months   |   |   | 12 months   |   |   | 12 months   |   |   | 14 months   |  
|-------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | -
|US GAAP                    |   | ended       |   |   | ended       |   |   | ended       |   |   | ended       |   |   | ended       |  
|Statement of               |   | December 31 |   |   | December 31 |   |   | December 31 |   |   | December 31 |   |   | December 31 |  
|Operations Data            |   | 2008        |   |   | 2007        |   |   | 2006        |   |   | 2005        |   |   | 2004        |  
|Interest income            | $ | 179         |   | $ | 800         |   | $ | 264         |   | $ | 120         |   | $ | 486         |  
|General and administrative |   |             |   |   |             |   |   |             |   |   |             |   |   |             |  
|expenses                   |   | 13,325      |   |   | 12,891      |   |   | 4,153       |   |   | 6,534       |   |   | 4,612       |  
|Exploration expenditures   |   | 341         |   |   | 2,344       |   |   | 736         |   |   | 5,955       |   |   | 8,901       |  
|Loss                       |   | (13,485     | ) |   | (14,296     | ) |   | (4,505      | ) |   | (12,304     | ) |   | (13,027     | )
|Loss per Common Share      |   | (0.07       | ) |   | (0.08       | ) |   | (0.03       | ) |   | (0.08       | ) |   | (0.18       | )

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

Annual Exchange Rates

The following table sets out the exchange rates, based on noon
buying rates as published 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

|                   |  | 12 months   |  |  | 12 months   |  |  | 12 months   |  |  | 12 months   |  |  | 14 months  | 
|------------------ |  | ----------- |  |  | ----------- |  |  | ----------- |  |  | ----------- |  |  | ---------- | 
|                   |  | ended       |  |  | ended       |  |  | ended       |  |  | ended       |  |  | ended      | 
|USD/CAD            |  | December 31 |  |  | December 31 |  |  | December 31 |  |  | December 31 |  |  | October 31 | 
|                   |  | 2008        |  |  | 2007        |  |  | 2006        |  |  | 2005        |  |  | 2004       | 
|End of Period      |  | 1.21        |  |  | 0.99        |  |  | 1.17        |  |  | 1.16        |  |  | 1.20       | 
|Average for Period |  | 1.06        |  |  | 1.08        |  |  | 1.13        |  |  | 1.21        |  |  | 1.30       | 
|High for Period    |  | 1.29        |  |  | 1.19        |  |  | 1.17        |  |  | 1.27        |  |  | 1.38       | 
|Low for Period     |  | 0.98        |  |  | 0.92        |  |  | 1.09        |  |  | 1.15        |  |  | 1.20       | 

The following table sets out the exchange rates, based on noon
buying rates as certified by the Bank of Canada, for the conversion of South
African Rand (ZAR) into Canadian Dollars 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.

---

- 16 -

|                   |  | 12 months   |  |  | 12 months   |  |  | 12 months   |  |  | 12 months   |  |  | 14 months   | 
|------------------ |  | ----------- |  |  | ----------- |  |  | ----------- |  |  | ----------- |  |  | ----------- | 
|                   |  | ended       |  |  | ended       |  |  | ended       |  |  | ended       |  |  | ended       | 
|ZAR/CAD            |  | December 31 |  |  | December 31 |  |  | December 31 |  |  | December 31 |  |  | December 31 | 
|                   |  | 2008        |  |  | 2007        |  |  | 2006        |  |  | 2005        |  |  | 2004        | 
|End of Period      |  | 0.131       |  |  | 0.145       |  |  | 0.165       |  |  | 0.184       |  |  | 0.213       | 
|Average for Period |  | 0.123       |  |  | 0.152       |  |  | 0.169       |  |  | 0.191       |  |  | 0.202       | 
|High for Period    |  | 0.151       |  |  | 0.169       |  |  | 0.195       |  |  | 0.213       |  |  | 0.222       | 
|Low for Period     |  | 0.110       |  |  | 0.142       |  |  | 0.142       |  |  | 0.175       |  |  | 0.178       | 

Monthly Exchange Rates

The following table sets out the high and low exchange rates,
based on noon buying rates as certified by the Bank of Canada, for the
conversion of United States Dollars into Canadian Dollars in effect for the
following months.

|USD/CAD                   |  | January |  |  | February |  |  | March  |  |  | April  |  |  | May    |  |  | June   | 
|------------------------- |  | ------- |  |  | -------- |  |  | ------ |  |  | ------ |  |  | ------ |  |  | ------ | 
|                          |  | 2009    |  |  | 2009     |  |  | 2009   |  |  | 2009   |  |  | 2009   |  |  | 2009   | 
|Low for the period        |  | 1.178   |  |  | 1.2164   |  |  | 1.2225 |  |  | 1.1930 |  |  | 1.0910 |  |  | 1.0810 | 
|High for the
      period |  | 1.268   |  |  | 1.2914   |  |  | 1.2991 |  |  | 1.2610 |  |  | 1.1859 |  |  | 1.1190 | 

The following table sets out the high and low exchange rates,
based on noon buying rates as certified by the Bank of Canada, for the
conversion of South African Rand into Canadian Dollars in effect for the
following months.

|ZAR/CAD                   |  | January |  |  | February |  |  | March  |  |  | April  |  |  | May    |  |  | June   | 
|------------------------- |  | ------- |  |  | -------- |  |  | ------ |  |  | ------ |  |  | ------ |  |  | ------ | 
|                          |  | 2009    |  |  | 2009     |  |  | 2009   |  |  | 2009   |  |  | 2009   |  |  | 2009   | 
|Low for the period        |  | 0.1195  |  |  | 0.1210   |  |  | 0.1209 |  |  | 0.1315 |  |  | 0.1345 |  |  | 0.1348 | 
|High for the
      period |  | 0.1299  |  |  | 0.1283   |  |  | 0.1322 |  |  | 0.1415 |  |  | 0.1411 |  |  | 0.1386 | 

| | B. | Capitalization and Indebtedness
| | -- | -------------------------------

Not applicable.

| | C. | Reasons for the Offer and Use of
      Proceeds
| | -- | -----------------------------------------------

Not applicable.

| | D. | Risk Factors
| | -- | ------------

Investment in mining companies such as Anooraq is highly
speculative and subject to numerous and substantial risks.

---

- 17 -

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. If any of these risks occur, the Company's business and its operating
results and financial condition could be seriously harmed and, under certain
circumstances, 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 are 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.

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, 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 at Exploration Projects

Anooraqs mineral projects are at varied stages of exploration.
The Ga-Phasha Project and the Boikgantsho Project are at a prefeasibility study
stage, and the Kwanda Projects is at an early exploration stage. The Platreef
Properties and the Ga-Phasha Project are in the exploration 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 ore. Although the
Company believes that exploration data available is encouraging, particularly in
respect to the Boikgantsho and Ga-Phasha Projects, there can be no assurance
that commercially mineable ore bodies exist. 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. Completion
of final comprehensive feasibility studies and, possibly, further associated
exploration and other work will be required before it can be concluded that a
potential mine at any of these projects is likely to be economic.

Economic Risk

The future profitability of Anooraq's operations may be
significantly affected by changes in the market price of the metals it mines or
explores. 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 instability of exchange rates can all cause fluctuations
in these prices. Such external economic factors are in turn influenced by
changes in international investment patterns, monetary systems and political
developments. The prices of PGM have fluctuated in recent years, and future
significant price

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- 18 -

declines could cause commercial production to be uneconomic and
could have a material adverse effect on Anooraq's business, results of
operations and financial condition.

Additional Funding Requirements

The further development and exploration of the various mineral
properties in which Anooraq holds interests is dependent upon Anooraq's ability
to obtain debt financing, equity financing or other means for financing. 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
liability. Notwithstanding precautions to minimize risk, mining and milling
operations are subject to hazards such as equipment failure or failure of
retaining dams which may result in environmental pollution and consequent
liability, any of which may 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 national, provincial and local laws governing prospecting,
development, production, taxes, royalties, labour standards and occupational
health, mine safety, toxic substances and other matters. Exploration and mining
activities are also subject to various national, 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 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 exploration, 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.

The mining industry in South Africa is subject to extensive
regulation. The regulatory environment is developing and lacks clarity in a
number of areas and laws and regulations are subject to interpretation, review
and amendment. In addition, the regulatory process entails a public comment
process, which could make the outcome of legislation more uncertain and cause
delays in the regulatory process. A number of significant matters have not been
finalized, including legislation dealing with royalties and beneficiation.
Anooraq cannot predict the outcome or timing of any amendments or modifications
to applicable laws and regulations or the interpretation thereof, the enactment
of new laws and regulations, or their impact on its business.

In March 2003, the South African government released a Royalty
Bill relating to royalties payable to the State in respect of mineral and
petroleum resources. A revised version of the Royalty Bill was released in
October 2006. In December 2007, a third (and final) draft Bill was released for
public comment and Parliamentary review. The third draft of the Royalty Bill
confirmed gross sales as the tax base, but took the process of beneficiation
into account. This Bill moved away from a dual rates system (differential rates
for refined and unrefined minerals) towards an allowance for deductions of
beneficiation related

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- 19 -

expenses. The revised tax base will thus be equal to gross
sales less allowable beneficiation related expenses and transport expenses
between the seller and buyer of the final product. The Royalty Bill was enacted
in November 2008, as the Mineral and Petroleum Resources Royalty Act, Act
28 of 2008. According to the Royalty Act, a royalty on the transfer of mineral
or petroleum resources would be payable to the South African government from May
1, 2009. In his Budget Speech of February 11, 2009, the Minister of Finance
announced that the implementation of the Royalty Act will be delayed to March
2010.

South African Government Empowerment Initiatives

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 HDP into the industry. The Mineral Development Act came into effect in May
2004.

The South African Government has stated it will be issuing
permits and licenses for prospecting and mining rights to applicants using a
"scorecard" approach. These scorecards are contained in and interpreted in
accordance with the Mining Charter and the Codes of Good Practice for the
Minerals Industry ("the Minerals Code") developed in terms of Section 100 of
the Mineral Development Act. 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.

Joint Venture Risks

Anooraq may explore, develop and operate properties in the
future through joint ventures. Plateau's interests in these projects are 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 - "The Platreef
Properties  Location and Property Description - Rietfontein Block" for a
discussion of a current dispute with a joint venture partner.

Title Matters

While Anooraq has no reason to believe that the title to 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. Certain of 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,
including

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- 20 -

the failure to pay taxes or to carry out and file assessment
work may invalidate title to portions of the properties.

The Company's mineral properties are subject to land
claims which may adversely impact the Company's mineral rights

Certain of the properties in which the Company has mineral
rights are the subject of restitution claims by local communities. These
restitution claims are against the government of South Africa and not the
Company. While the Company does not believe that these claims will have a
material adverse impact on the Company's mineral rights or operations, there can
be no assurance that the restitution claims may not have some adverse impact on
the Company's mineral rights or ability to explore, develop or mine its mineral
properties.

Insurance and Uninsured Risks

Anooraq's 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 reasonable, its insurance may not cover
all the potential risks typically associated with a mining company's operations.
Anooraq may also be unable to maintain insurance to cover these risks at
affordable 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 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 hazards 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 & Legislative Risk

The principal assets of Anooraq are located in South Africa. As
a result, it may be difficult for investors to enforce judgments obtained
against Anooraq in Canada or the United States.

South Africa has recently effected major legislative and
regulatory changes to its mineral law, affecting mineral title. Many applicable
laws are relatively new, resulting in risks such as possible misinterpretation.
In addition, the Company is subject to possible unilateral modification of
mining or exploration rights, operating restrictions, increased taxes,
environmental regulation, and 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, power interruptions, terrorism and crime.

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, taxes, expropriation of property, foreign investment,

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- 21 -

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

The Government of South Africa exercises control over such
matters as exploration and mining licensing and permitting, 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.

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 may have an adverse effect on Anooraq. 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.

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 emigration of skilled personnel from Southern
Africa in recent years. Generally, the prevalence of HIV/AIDS could cause lost
employee 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. The Company maintains most of its working capital in South African rand
("ZAR") or ZAR-denominated securities and converts its Canadian funds to foreign
currencies, predominantly South African rand, as certain payment obligations
become due. The Company does not hedge the Company's foreign currency exposure.
Accordingly, the

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- 22 -

Company is subject to fluctuations in the rates of currency
exchange between the Canadian dollar and these foreign currencies, and these
fluctuations could materially affect its financial position and results of
operations.

The prices of PGM are denominated in United States dollars and,
accordingly, Anooraq's future revenues will be determined relative to the United
States dollars as a key input parameter. Although PGM concentrate is sold to RPM
at USD equivalent prices, all revenues received by Anooraq will be in ZAR and
not USD. Most of its operating expenses are in ZAR. As a result, fluctuations in
the United States dollar against the Canadian dollar and in each of those
currencies against the South African Rand 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 or its ability to transfer
funds between the various entities within the Anooraq group of companies. 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

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 any
future earnings and other cash resources for debt repayment and 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 debt covenants and obligations,
operating results, financial condition and anticipated cash needs.

Going Concern Assumption

Anooraq's consolidated financial statements have been prepared assuming Anooraq will continue as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of operations as they come due. Prior to July 1, 2009, the Company had historically been an exploration-stage company and did not have any sources of revenues and has incurred recurring operating losses since inception.

As at December 31, 2008, the Company had cash and cash equivalents of $3,850,674 and working capital of $587,726 and subsequent to year end to the date of this Annual Report, incurred and continued to incur expenditures related to the completion of the Lebowa Transaction.  Effective July 1, 2009, the Company completed the acquisition of an effective 51% interest in an operating mine, which is expected to result in immediate cash flows from operations but which requires debt and equity financing.

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- 23 -

As a result of the completion of the transaction and the
related additional financial resources that the Company has secured, Management
of the Company now expects that the cash flows from the acquired mining
operations and the additional financing available are sufficient to meet ongoing
operating and administration cash requirements.

Anooraq's Share Price is Volatile

The market price of the stock of a resource issuer such as
Anooraq is affected by many variables, including results of operations and
exploration, 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.

Certain of Anooraq's Directors and Officers are Part-time
and Serve as Directors and Officers of Other Companies

Certain 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' and officers' duties to Anooraq and their duties to the
other companies in which they have interests, the directors and officers of
Anooraq expect that participation in business opportunities offered to directors
and officers or companies in which they have interests will be allocated on the
basis of prudent business judgement and the relative financial abilities and
needs of the companies to participate.

Significant Potential Equity Dilution

As at  July 1, 2009 there were 8,061,000 Anooraq stock
options outstanding. All of these stock options were repriced to $1.29, at the
Extraordinary General Meeting of the shareholders of the Company held on June
15, 2009. The shareholders also approved an amendment to increase the maximum
number of Common Shares issuable under the Stock Option Plan to 32,600,000, less
the 8,464,000 shares that have already been issued under the Plan. The exercise
of options issued by the Company will result in the issuance of additional
Common Shares, and the unrestricted resale of these additional Common Shares
could have a depressing effect on the current trading price of the Company's
Common Shares.

Anglo Platinum has provided vendor financing for the majority
of the Lebowa Transaction purchase price. This vendor finance facility includes
a ZAR 1.1 billion share settled financing to Plateau, which will have the effect
that: (i) RPM will ultimately receive a total of 115.8 million Common Shares
(see definition of Common Shares); and (ii) Pelawan will receive 111.6 million
Common Shares in order to maintain Pelawan's minimum 51% shareholding in
Anooraq. (These Common Shares issued to Pelewan will be subject to a rigid
lock-up that will prevent Pelawan from disposing of such shareholding for as
long as Pelawan is required to maintain a minimum 51% shareholding in
Anooraq). The total number of Common Shares that will be issued on
implementation of the share settled financing is 227.4 million Common Shares
with 115.8 million Common shares able to be traded by RPM on an unrestricted
basis. The Common Shares available for unrestricted resale could have a
depressing effect on the current trading price of the Company's Common
Shares.

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- 24 -

Possible failure to realize anticipated benefits of the
Lebowa Transaction

As a result of the completion of the Lebowa Transaction, the
Company is in the process of realizing its goal of becoming a significant PGM
producer. Achieving the benefits of this and future acquisitions depends in part
on successfully consolidating functions and integrating operations, procedures
and personnel in a timely and efficient manner, as well as the Company's ability
to realize the anticipated growth opportunities and synergies from combining the
acquired businesses and operations with those of the Company. The integration of
acquired businesses requires the dedication of substantial management effort,
time and resources which may divert management's focus and resources from other
strategic opportunities and from operational matters during this process. The
integration process may result in the loss of key employees and the disruption
of ongoing business, customer and employee relationships that could adversely
affect the Company's ability to achieve the anticipated benefits of these and
future acquisitions.

Operational and resources and reserves risks relating to
the Lebowa Assets

The risk factors set forth herein relating to the mining
business and the operations of the Company apply equally in respect of the
recently acquired Lebowa assets. In particular, the resources and reserve
information contained in the technical report prepared by Deloitte in respect of
Lebowa is only an estimate of future production from, and the ultimate resources
and reserves of, those properties. Mineral reserves of Lebowa may be materially
greater or less than the estimates contained in the technical report.

Risks related to the acquisition of mining properties

The acquisition of mining properties or companies are,
including the Lebowa Transactions, is based in large part on engineering,
environmental and economic assessments made by the acquirer, independent
engineers and consultants. These assessments include assumptions regarding such
factors as recoverability and marketability of PGM, environmental restrictions
and prohibitions regarding releases and emissions of various harmful substances,
future prices of PGM, future operating costs, future capital expenditures and
royalties and other government levies which may be imposed over the producing
life of the reserves. Many of these factors are subject to change and are beyond
the control of the Company. All such assessments involve a measure of geologic,
engineering, statistical, environmental and regulatory uncertainty that could
result in lower production and reserves or higher operating or capital
expenditures than anticipated.

Although title and environmental reviews are conducted prior to
any purchase of resource assets, such reviews cannot guarantee that any
unforeseen defects in the chain of title will not arise to defeat the Company's
title to certain assets or those environmental defects or deficiencies do not
exist. Such deficiencies or defects could increase costs and/or reduce the value
of the Company's assets, and could have a material adverse effect upon the
Company and the value of its shares.

Provisions in favour of Anglo Platinum in the Lebowa
Transaction Agreements may adversely affect the Company's interest in Lebowa,
the Boikgantsho Project, the Ga-Phasha Project and the Kwanda Project

The Holdco Shareholders Agreement places a variety of
restrictions on Plateau, its subsidiaries and its controlling shareholders which
are designed to safeguard the HDP status of Holdco for an initial period, and at
all times to provide Anglo Platinum with a degree of control, independent of BEE
considerations, over whom is the ultimate controlling shareholder of Holdco.
Anooraq has given certain undertakings to Anglo Platinum in relation to the
maintenance of its status as an HDP controlled company. If a breach of these
undertakings occurs and Plateau fails to "remedy" or "cure" (as such terms are
defined in the Holdco Shareholders Agreement) such breach within the periods
specified in the Holdco Shareholders

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- 25 -

Agreement, then RPM may compel Plateau to sell its interests in
Holdco to another HDP at the best possible price in the circumstances. If
Plateau were forced to sell its interest in Holdco pursuant to the minority
protections in the Holdco Shareholders Agreement, such a sale would have a
materially adverse impact on the Company's financial condition, cash flows and
results of operations.

At any time during the term of the Holdco Shareholders
Agreement, if a change in control of Holdco occurs (including a change in
control approved of by the DME, or that arises out of a "cure" described above),
then Plateau is required to "remedy" the change. If Plateau fails to "remedy"
the change in control within the period specified in the Holdco Shareholders
Agreement, then RPM will be entitled to compel the purchase by Plateau of RPM's
interests in Holdco for fair market value. There can be no assurance that
Plateau will have sufficient funds to affect such a purchase.

The Company's operations may be adversely affected by the
current South African electricity crisis

The Company's mineral projects are supplied with power from
Eskom, the South African national electricity provider. Since mid-January 2008,
South Africa has been in the midst of an electrical energy supply crisis. This
crisis has arisen as a result of a gap between electrical generation capacity
and rapidly growing demand. In January 2008, Eskom announced a three phase
National Stabilization Plan which focuses on both demand side management and
supply side stabilization. Eskom  is moving through power rationing and
power conservation phases during 2008/09 and 2009 which require a national
consumption reduction of 3,000 megawatts (MW). This has resulted in a planned
load shedding across the country, with effect from April 1, 2008, to ensure
system stability. The mining and industrial sectors have been operating under a
90% to 95% power supply constraint, which is likely to remain in force for the
remainder of 2009 and with a real likelihood of short duration outages. The
first meaningful supply side increase from Eskom is anticipated to occur in 2012
when the first phase of the new Medupi Power Station comes on line. There can be
no assurance that Eskom will deliver increased supply within this timeline. The
Company is currently investigating supplementary power generation options and is
taking steps to reduce its rate of electrical consumption. However, there can be
no assurance that the supply of electricity from Eskom will be adequate or that
the Company will be able to obtain supplementary sources of power. If Eskom is
not able to supply a sufficient amount of electricity to the Company's mineral
projects, this will have an adverse impact on the Company's operations and on
the Company's financial condition.

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- 26 -

|ITEM 4 | INFORMATION ON THE COMPANY
|------ | --------------------------

SUMMARY

|A. | History and Development of the Company                
|-- | ------------------------------------------------------
|   |                                                       
|1. | Name, Address and Incorporation; Trading
      Markets

Anooraq Resources Corporation was incorporated on April 19,
1983 under the laws of the Province of British Columbia, Canada. The Company was
transitioned under the Business Corporations Act on June 11, 2004, on
which date the Company altered its Notice of Articles to change its authorized
share structure from 200,000,000 Common Shares without par value to an unlimited
number of Common Shares without par value.

The Company's registered office is care of its Canadian attorneys, McCarthy Tétrault LLP, at Suite 1300 – 777 Dunsmuir Street, Vancouver, British Columbia, Canada V7Y 1K2, telephone (604) 643 7100, facsimile (604) 643 7900.The operating office of the Company in South Africa is located at 4th Floor, 82 Grayston Drive, Sandton, Johannesburg, 2146, South Africa, telephone +27 (11) 883 0831 and  facsimile +27 (11) 883 0836.

The Company trades on the TSX-V (symbol ARQ) and NYSE Amex
(symbol ANO). In 2006, Anooraq affected an inward listing on the JSE Limited and
began trading on the JSE on December 19, 2006 under the trading symbol of ARQ.

|2. | Summary Corporate History and
      Intercorporate Relationships
|-- | ----------------------------------------------------------------

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 PGM project, the Platreef
Properties (see Item 4D - "Further Particulars of Anooraq's Properties - The
Platreef Properties"). 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, and their use represents a common method for Canadian mining companies
to hold foreign resource assets. 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, a private South African mining corporation through which Anooraq holds
its interests in South Africa.

In January 2004, the Company announced that it had agreed to
terms whereby the Company and Pelawan, a private South African company, would
combine their respective PGM assets, comprising the Company's PGM projects on
the Northern Limb of the "Bushveld Complex" and Pelawan's 50% participation
interest in the Ga-Phasha (previously known as "Paschaskraal") Project on the
Eastern Limb of the Bushveld in the Republic of South Africa. The Ga-Phasha
Project, located approximately 250 kilometers northeast of Johannesburg, has
significant mineral resources outlined as well as encouraging potential.

Pursuant to the terms of the Pelawan RTO Share Exchange
Agreement, the Pelawan transaction, which was completed in September 2004 and
which constituted a reverse take-over ("RTO") under the policies of the TSX-V,
the Company acquired Pelawan's 50% shareholding in Ga-Phasha and the rights to
its 50% participation interest in the Ga-Phasha Project in return for 91.2
million Anooraq Common Shares (the "Consideration Shares") and cash payments
totaling ZAR 15.7 million. The number of Consideration Shares issued took into
account the potential dilutive effect of financings expected to be undertaken in
the future to develop PGM mines, for example on the Ga-Phasha and the
Drenthe-North Overysel deposits, such that Pelawan's ownership (initially 63%)
of the issued and outstanding shares of Anooraq would remain at a certain
minimum level (defined as 52%) on a going forward basis to maintain Anooraq as a
BEE company, and consequently affording Anooraq with additional opportunities
and greater flexibility

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- 27 -

under South Africa's new mining laws. Further, the dilution
calculation allowed for approximately 7.9 million Consideration Shares to be
sold by Pelawan during the twelve month period subsequent to the closing, all of
which shares were sold by Pelawan on March 28, 2005. Of the remaining
Consideration Shares, approximately 83.3 million shares (the "Lock up
Shareholding") were required to remain held in escrow until the earlier of
September 29, 2010 or twelve months after the commencement of commercial
production from the Ga-Phasha Project. Under the Mineral Development Act, and as
specified in the agreements in respect of the Ga-Phasha Project related to the
terms of BEE requirements, Pelawan would at all future times be required to hold
a certain minimum number of the Consideration Shares, currently defined as 52%,
in order to ensure that Anooraq retains its classification as a BEE company.

The Pelawan RTO Share Exchange Agreement provided that if any
financings in relation to the Ga-Phasha and Drenthe-Overysel (subsequently
renamed "Boikgantsho") Projects (the "Projects") took place prior to a
particular date (the "Finalization Date") and the shareholder dilution
associated with such financings caused Pelawan's shareholding in Anooraq to fall
below a 52% minimum shareholding, Anooraq would issue additional Common Shares
to Pelawan in order to maintain that minimum. Such 52% minimum shareholding
allows for compliance with BEE equity requirements under South African mineral
legislation and was also a requirement of the South African Reserve Bank for
approving the transaction. Originally the Finalization Date was September 30,
2005 but that date, by agreement in November 2005 between Anooraq and Pelawan,
was extended to December 31, 2006.

The Pelawan RTO Share Exchange Agreement further provided that,
to the extent that no such dilutive financings actually took place by the
Finalization Date, certain dilutive financings would be deemed to have occurred
by that date. The purpose was to make allowance for the dilutive effect on
Pelawan's shareholding of the anticipated financings for mine development of the
Projects and, in this way, safeguard the status of Anooraq as a BEE company. For
the purposes of calculating whether, by virtue of such deemed dilutive
financings, any Common Shares would be required to be issued to Pelawan in order
to maintain a minimum 52% shareholding, the Pelawan RTO Share Exchange Agreement
provided that the quantum of such deemed financings would equal: (a) 30% of the
estimated development costs in accordance with the bankable feasibility studies
in respect of the Projects, less cash on hand, or (b) to the extent that such
bankable feasibility studies had not been prepared as at the Finalization Date,
$70.8 million related to the Ga-Phasha Project and $27.6 million related to the
Boikgantsho Project, less cash on hand (the "Deemed Dilutive Financings").
Following the Finalization Date, Anooraq had the right but not the obligation to
issue additional Common Shares to Pelawan in order to maintain Pelawan's minimum
shareholding.

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

| | (a) | the first date at which both the Boikgantsho financing
      and the Ga-Phasha financing, in fact had occurred;                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                              
| | (b) | any date which was within a 60-day period following an
      announcement by Anooraq of a further material transaction, as defined;
      and
| |     |                                                                                                                                              
| | (c) | December 31, 2006.                                                                                                                           

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As of December 28, 2006, the Company entered into a settlement
agreement with Pelawan (the "Settlement Agreement") to waive the Deemed Dilutive
Financings contemplated in the Pelawan RTO Share Exchange Agreement. Under the
terms of the Settlement Agreement:

| | (i)  | In June 2007 Anooraq issued to the Pelawan Trust 36
      million Common Shares ("Adjustment Consideration Shares"), representing a
      50% reduction in the number of shares potentially to be issued under the
      original RTO transaction terms. The Company received regulatory approval
      for the issuance of the shares during 2007.                                                                                                                                                                                                                                                                                                                         
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (ii) | Anooraq issued to the Pelawan Trust the BEE Warrants for
      the purchase of 167 million Common Shares in Anooraq. The BEE Warrants
      were exercisable until December 31, 2008. The Company received regulatory
      approval for the issuance of the BEE Warrants during 2007. On the
      occurrence of a Concurrent Financing, the Pelawan Trust would have been
      obliged to exercise the BEE Warrants to ensure that, at a minimum; Anooraq
      retained its status as a 52% BEE controlled company, in compliance with
      undertakings given by Pelawan and the Company in favour of the South
      African Reserve Bank and Anglo Platinum Limited.

In December 2007, the Company entered into an amending
agreement (the "Amending Agreement") with Pelawan to amend the exercise
procedure of the BEE Warrants to allow Pelawan to finance the exercise of the
BEE Warrants by way of a bridge loan ("Bridge Loan Facility") from Rand Merchant
Bank ("RMB"). Pursuant to the Amending Agreement, on December 20, 2007, Pelawan
exercised the BEE Warrants by depositing an escrowed amount equal to the
aggregate exercise price for the BEE Warrants ($225 million or ZAR 1.586
billion) into an interest bearing account with RMB, to be released pursuant to a
deposit account agreement (the "Deposit Agreement") between RMB, Pelawan
Investments (Pty) Ltd and Anooraq upon the satisfaction of certain release
conditions. The Common Shares underlying the BEE Warrants would have been issued
to Pelawan upon receipt by the Company of the exercise price per Common Share,
plus the interest accrued thereon up to the date of receipt by the Company of
the exercise price. However, the release conditions were not satisfied, with the
result that the warrant exercise was void and Anooraq did not receive the
proceeds of the exercise of the BEE Warrants nor the interest earned from the
deposit account. The BEE Warrants expired on December 31, 2008.

In November 2006, Anooraq reached an agreement with Anglo
Platinum, whereby Anglo Platinum, through its subsidiary RPM, loaned ZAR 70
million to Plateau. The Company reached an agreement with Anglo Platinum on
November 23, 2008, whereby Anglo Platinum agreed to provide an additional ZAR 30
million to the Company by increasing the existing loan to Plateau, from ZAR 70
million to ZAR 100 million and agreed to defer interest payments owing in terms
of the existing loan. Pursuant to security agreements entered into in connection
with the loan, Plateau ceded, as security, its interest in Ga-Phasha. This loan,
together with interest capitalized thereon, was repaid in full, effective July
1, 2009.

Lebowa Transaction

In September 2007, Anooraq and Anglo Platinum announced that
they had entered into a detailed transaction framework agreement (the "TFA")
relating to the Lebowa Transaction. Thereafter, the Company's efforts were
directed toward due diligence and other activities associated with the Lebowa
Transaction. On March 28, 2008, the Company, through Plateau, entered into the
Lebowa Transaction Agreements with RPM and Anglo Platinum, pursuant to which the
Company would acquire an effective 51% of Lebowa and an additional 1% of the
Boikgantsho Project, Ga-Phasha Project and Kwanda Project for an aggregate cash
consideration of ZAR 3.6 billion.

In May 2008, the Company announced that it had executed a
binding, credit approved term sheet with Standard Chartered Bank to provide the
Company with sole underwritten debt financing of up to ZAR 1.7

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- 29 -

billion as partial funding for the acquisition price under the
Lebowa Transaction. In addition, Pelawan advised that it had executed a credit
approved term sheet with Standard Chartered Bank to provide Pelawan with sole
underwritten acquisition debt finance of up to ZAR 700 million. Pelawan would
have applied these funds towards refinancing the Bridge Loan Facility, which
would have resulted in the payment to the Company of the proceeds of the
exercise of the (now expired) BEE Warrants. These transactions were subject to
fulfillment of certain conditions precedent typical for transactions of that
nature, including the conclusion of definitive financing agreements. The
conditions precedent was not fulfilled and these transactions were not
implemented.

Since the end of the third quarter of 2008, the deterioration
of global economic conditions resulted in a significant weakening of PGM prices
and increased volatility in commodity-focused share prices. The deterioration in
credit and equity market conditions also increased the cost of obtaining capital
and limited the availability of funds.

Due to the significant and rapid deterioration of market
conditions highlighted above, a complete review of the Lebowa long-term plan and
project pipeline, as well as the key commercial terms for the Lebowa
Transaction, was initiated jointly by Anglo Platinum and Anooraq in the fourth
quarter of 2008.

In light of these developments, and to ensure the
sustainability of the Lebowa Transaction, Anooraq and Anglo Platinum
renegotiated the consideration payable by Anooraq to Anglo Platinum from ZAR 3.6
billion to ZAR 2.6 billion, with Anglo Platinum agreeing to re-invest a portion
of such consideration, in order to share in expected future equity upside in
Anooraq. On May 13, 2009, the parties entered into a number of agreements
amending the Lebowa Transaction Agreements to reflect such reduced consideration
and to facilitate the financing arrangements relating to the Lebowa Transaction
("Financing Arrangements"). All of these agreements are discussed in more detail
under Item B. "Business Overview" below.

The Company has concluded all outstanding conditions of the
Lebowa Transaction and the acquisition was implemented effective July 1, 2009.
As a result of the transaction, the Company acquired an effective 51% of Lebowa
and an additional 1% of the Boikgantsho Project, Ga-Phasha Project and Kwanda
Project.

In addition, amendments (the "Amendments") to the Pelawan RTO
Share Exchange Agreement, Pelawan RTO Shareholders Agreement, the Pelawan Trust
Deed, the Pelawan Dividend Trust Deed, the Pelawan Shareholders Agreement
(amongst Anooraq, the Pelawan Trust and others in respect of Pelawan, as amended
on September 29, 2004) and the Settlement Agreement (collectively, the "Pelawan
Agreements"), were required in order to harmonize the restrictions in such
agreements with those in the Holdco Shareholders Agreement, and to complete the
Lebowa Transaction and the transactions ancillary thereto. The Amendments are
discussed in more detail under Item B - "Business Overview" below.

Documents incorporated by reference in this Annual Report
include audited and interim financial statements, proxy circulars, news releases
and other continuous disclosure documents filed by Anooraq, copies of which are
available on request from the offices of the Company or on SEDAR at
www.sedar.com.

|B. | Business Overview                                         
|-- | ----------------------------------------------------------
|   |                                                           
|3. | Anooraq's Business Strategy and Principal
      Activities

Anooraq as of July 1, 2009, Anooraq holds a 51% interest in the
Lebowa operations, as well as several exploration projects. In addition to its
operating activities it, is also in the business of acquiring, exploring and
developing prospective mineral properties. Anooraq's principal focus is its
operating activities at

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- 30 -

Lebowa, together with its ancillary exploration activities for
PGM prospects in the Bushveld Complex, a prospective area for PGM deposits in
South Africa, located approximately 250 km north of Johannesburg. Anooraq
conducts its activities and holds its interests through Plateau.

Prior to January 2004, Anooraq had mainly focused on the
acquisition and exploration of mineral properties on the Northern Limb of the
Bushveld. Through the acquisition of Plateau and transactions with subsidiaries
of Anglo Platinum, Anooraq acquired interests in approximately 37,492 hectares
on the Northern Limb, called the Platreef Properties, which are subdivided into
the Central, South, North and Rietfontein Blocks and the Boikgantsho Project.
The South and North Blocks are part of the Kwanda Project.

The Northern Limb has excellent potential for discovery and
development of large scale PGM deposits that are amenable to open pit mining.
From 2000-2003, programs were carried out in three areas of Anooraq's large land
package, with promising results from the Drenthe Farm and the Rietfontein
Farm.

Work in 2004 continued to delineate the mineralization within
the Platreef horizon on the Drenthe and Witrivier farms and the northern part of
the Overysel Farm, under a joint venture named the Boikgantsho Project between
Anooraq and a subsidiary of Anglo Platinum, with Anooraq as the operator. This
work resulted in an expansion the Drenthe PGM deposit and discovery the Overysel
North PGM deposit. In late 2004, the Company announced estimates of the
Indicated and Inferred mineral resources for the deposits, and preliminary
results of metallurgical test work for the deposits.

As a result of the transaction with Pelawan (see Item 4A.2,
"Summary Corporate History and Intercorporate Relationships") in 2004, the
Company acquired a 50% interest in the Ga-Phasha Project on the Eastern Limb of
the Bushveld Complex. Ga-Phasha has Measured, Indicated and Inferred mineral
resources outlined in the UG2 and Merensky Reefs. Mining of the UG2 and Merensky
Reefs is usually done by underground methods.

In 2005, an infill drilling program was carried out on the
Drenthe deposit under the Boikgantsho Project. Results confirmed the continuity
of the mineralization within a provisional pit established during engineering
work in 2004. Prefeasibility studies were initiated in 2005 but deferred in 2006
and 2007. In 2008 the parties agreed to defer the exploration projects pending
finalisation of the Lebowa transaction.

Anooraq's activities in 2006 and 2007 mainly focused on
monitoring and providing input to exploration work by Anglo Platinum on the
Ga-Phasha Project. The work included exploration drilling and preliminary
mining, infrastructure and related studies toward completion of a prefeasibility
study. In 2008 the parties agreed to defer the prefeasibility studies and
further exploration pending finalisation of the Lebowa transaction.

Lebowa

As described above, The Lebowa Transaction became effective
July 1, 2009

Rationale for the Lebowa Transaction

Anooraq's objective has been to become a significant "mine to
market" PGM company with a substantial and diversified PGM asset base including
production, development and exploration assets. The Lebowa Transaction is the
first stage of advancing the Company's PGM production strategy and has resulted
in the Company controlling refined production of 147,600 4E ounces (based on
2008 production at Lebowa from 1.1 million tonnes of ore milled) and a
significant mineral resource base of approximately 200 million PGM ounces, the
third largest PGM mineral resource base in South Africa.

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- 31 -

The acquisition of a further 1% interest in the Ga-Phasha
Project, Boikgantsho Project and Kwanda Project furthers Anooraq's strategy to
control the management and development of those projects.

The Board of Directors considers the Lebowa Transaction to
represent significant value accretion to Shareholders. The Lebowa Transaction
cost represents approximately US$6.32 per PGM ounce of total resources. The net
present value of the estimated discounted cash flow over the 35 year life of
mine plan at a 7.5% discount rate is ZAR 9.29 billion, of which ZAR 4.65 billion
is attributable to Anooraq. In addition, acquiring Lebowa provides Anooraq with
control over significant additional mineral resources. For further details, see
"Further Particulars on Anooraqs Properties - The Lebowa Platinum Mine"
below.

For Anglo Platinum, the Lebowa Transaction represents one of
the BEE transactions mandated by the Mining Charter that enables Anglo Platinum
to secure the conversion of its "old order" rights to "new order" rights, as
more particularly described under the heading "Mining and Exploration in South
Africa" below. Through the Pelawan Trust shareholding, Anooraq currently has a
BEE shareholding of approximately 54% and, pursuant to the Anooraq Shareholders
Agreement, the shareholding of the Pelawan Trust (or any other historically
disadvantaged person, as defined in the Pelawan Agreements) in Anooraq cannot be
diluted to below the shareholding threshold of 51% required under South African
law.

Both Anooraq and Anglo Platinum expect that the Lebowa
Transaction will contribute to the economic empowerment of HDPs and promote job
creation, community upliftment, the participation of women in the mining sector
and the establishment of a significant, world class HDP managed and controlled
PGM mining and development company.

The next stage of Anooraq's growth strategy is to implement its
mine to market strategy in order to acquire control over its metal production.
In connection with this strategy, Anooraq, through New Opco, has agreed to enter
into a limited off-take agreement with Anglo Platinum in respect of concentrate
produced at Lebowa. This off-take agreement has a term of five years and is
renewable, at Anooraq's election, for a further period of five years. In
addition, Anooraq, through Ga-Phasha, has entered into a limited off-take
agreement with Anglo Platinum in respect of concentrate produced from the
Ga-Phasha Project. This off-take agreement has an initial term of ten years and
is renewable, at Anooraq's election, for a further period of ten years. Pursuant
to the Ga-Phasha Project off-take provisions in the Holdco Shareholders
Agreement (the "Ga-Phasha off-take agreement"), should Anooraq elect to extend
the Ga-Phasha off-take agreement with Anglo Platinum beyond the initial term,
then Anooraq may exercise options to acquire an ownership interest in Anglo
Platinum's Polokwane smelter complex (the "smelter options"). The first smelter
option entitles Anooraq to acquire an ownership interest in the Polokwane
smelter complex equal to the percentage ratio that the concentrate feed from the
Ga-Phasha properties bears to the design capacity of the Polokwane smelter
complex, for a purchase consideration of ZAR 1.00, plus any restructuring costs
that may be required to facilitate this acquisition. The option is exercisable
within 30 days after the commencement of the second ten year period of the
Ga-Phasha off-take agreement. The second smelter option entitles Anooraq to
acquire an additional ownership interest in the Polokwane smelter equal to the
percentage ratio that the attributable concentrate feed produced by the whole of
the Anooraq group, other than from the Ga-Phasha properties, bears to the design
capacity of the Polokwane smelter, for a purchase consideration equal to the
equivalent percentage of the replacement cost of the smelter, less pro-rated
wear and tear. This option is exercisable within the first five years of the
second ten year period of the Ga-Phasha off-take agreement. Polokwane smelter
design capacity is to treat approximately 1.6 million platinum ounces per
year.

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- 32 -

Structure of Ownership Following the Lebowa
Transaction

Following the Lebowa Transaction, the simplified corporate
structure of the Company's and Anglo Platinum's interest in Lebowa and the
Boikgantsho Project, Ga-Phasha Project and Kwanda Project, is as follows:



Additional Commercial Terms of the Lebowa Transaction

Prior to July 1, 2009, New Opco acted as contractor to LPM,
conducting all mining operations in respect of Lebowa. As of July 1, 2009 the
contractor arrangement terminated. In light of Anooraq's mine to market
strategy, Anooraq, through New Opco, has agreed to enter into a limited off-take
agreement with Anglo Platinum in respect of concentrate produced at Lebowa and
has entered into the Ga-Phasha off-take agreement with respect to concentrate
that may be produced at Ga-Phasha.

Anglo Platinum's current rehabilitation trust provision in
respect of Lebowa will be transferred to a new rehabilitation trust fund to be
established for Holdco's operations. Anglo Platinum's current rehabilitation
trust guarantees in respect of Lebowa will remain in place for one year after
the closing of the Lebowa Transaction until July 1, 2010 for the benefit of
Holdco. Thereafter, HoldCo will be required to replace such guarantees.

In connection with the Lebowa Transaction, the Company has also
entered into the Bokoni Platinum Mine ESOP Trust and the Anooraq Community
Participation Trust (see below under "Share Ownership Trusts" for further
information regarding the Bokoni Platinum Mine ESOP Trust and the Anooraq
Community Participation Trust).

Management and Funding of Operations

Plateau and RPM have entered into the Holdco Shareholders
Agreement to govern the relationship between Plateau and RPM, as shareholders of
Holdco, and to provide for the management of Holdco and its subsidiaries,
including New Opco.

Plateau is entitled to nominate the majority of the directors
of Holdco and New Opco, and has undertaken that the majority of such nominees
will be HDPs. Anooraq has given certain undertakings to Anglo

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- 33 -

Platinum in relation to the maintenance of its status as an HDP
controlled company, pursuant to the Holdco Shareholders Agreement.

Pursuant to the Holdco Shareholders Agreement, the board of
directors of Holdco, which will be controlled by Anooraq, has the right to call
for shareholder contributions, either by way of a shareholder loan or equity. If
a shareholder should default on an equity cash call, the other shareholder may
increase its equity interest in Holdco by funding the entire cash call, provided
that, until the expiry of a period from the closing date of the Lebowa
Transaction until the earlier of (i) the date on which the BEE credits
attributable to the Anglo Platinum group and/or arising as a result of the
Lebowa Transaction become legally secure, and (ii) the date on which 74% of the
scheduled capital repayments due by Plateau to Standard Chartered Bank, pursuant
to the Debt Facility as described below are made in accordance with the debt
repayment profile of the Debt Facility (the "Initial Period"), Anooraq's
shareholding in Holdco cannot be diluted for default in respect of equity
contributions.

In order to enable Anooraq to meet any required shareholder
contributions in respect of any operating or capital expenditure cash shortfalls
at Lebowa during the initial 3 year ramp up phase at the mine, RPM has agreed to
provide Anooraq with an operating cash flow shortfall facility up to a maximum
of up to ZAR 778 million (the "OCSF"), subject to certain annual maximums,
during the first three years of the Debt Facility. This facility will bear
interest at a rate of 15.84%, compounded quarterly in arrears.

Anglo Platinum has also agreed to make available to Plateau a
standby facility for up to a maximum of 29/49 (approximately 59.2%) of RPM's
attributable share of the Holdco cash flows, which Plateau may use to fund any
cash flow shortfall that may arise in funding any accrued and capitalized
interest and fund repayment obligations under the Debt Facility during the term
of the Debt Facility. The standby facility will bear interest at the prime rate
of interest in South Africa.

Pursuant to the terms of shared services agreements, Anglo Platinum will continue to provide certain operating services to New Opco at a cost that is no greater than the costs charged to any other Anglo American plc group company for the same or similar services.  It is anticipated that, as Anooraq builds its internal capacity and makes the transformation to a fully operational PGM producer, these services will be phased out and will be replaced either with internal services or third party services.  The Anooraq and Plateau group of companies will also provide certain management services to New Opco pursuant to service agreements entered into with effect from July 1, 2009.

The Holdco Shareholders Agreement also governs the initial sale
of concentrate from the Ga-Phasha Project upon commencement of production
pursuant to the terms described above.

Special Shareholder Arrangements

Anooraq has given certain undertakings to Anglo Platinum in
relation to the maintenance of its status as an HDP controlled company pursuant
to the Holdco Shareholders Agreement. During the Initial Period, Plateau is
required to ensure that, among other things: (i) HDPs effectively own, through
Plateau, its subsidiaries and its controlling shareholders (i.e. the Anooraq
Control Structure), at least 26% of the business of Holdco, measured on a
see-through basis; (ii) a majority of the directors of Holdco are HDPs; and
(iii) a majority of the directors of Pelawan are HDPs. At any time during the
term of the Holdco Shareholders Agreement, if a change in control of Holdco
occurs, Plateau is required to "remedy" the change by either restoring the
status quo or procuring that the change is superseded by a further transaction
that results in the acquisition of control of Pelawan by HDPs who were
beneficial owners of Pelawan as at the date of signature of the Holdco
Shareholders Agreement, or involves such shareholders expropriating the
defaulting shareholder (with no attendant change in control). If Plateau fails
to do so within the period specified in the Holdco Shareholders Agreement, RPM
will be entitled to compel the purchase by Plateau of RPM's interests in Holdco
for fair market value.

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- 34 -

Financing the Lebowa Transaction

The Company completed a number of financing agreements to
finance the Lebowa Transaction at the Plateau level through a combination of the
Debt Facility provided by Standard Chartered Bank and a vendor finance facility
provided by Anglo Platinum (the "Vendor Finance Facility").

Standard Chartered Bank ("Standard Chartered") has made
available to Plateau the Senior Debt Facility ("the Debt Facility") of up to
ZAR 750 million, including capitalized interest up to a maximum of three years
or ZAR 250 million. The Debt Facility will be repayable in 12 semi-annual equal
capital instalments, with the first being due on January 31, 2013, at a rate of
interest equal to the relevant JIBAR (the ("Johannesburg Inter Bank Agreed
Rate)") (or the relevant swap rate) plus 450 basis points, excluding liquidity
and reserving costs. 100% (one-hundred percent) The entirety of the interest
payable on the notional amount of the Debt Facility (of ZAR 500 million) drawn
down on July 1, 2009 (i.e. other than the rollup interest loan of up to ZAR 250
million) is hedged with effect from July 1, 2009 until July 31, 2012.
Thereafter, the interest payable on 50% (fifty percent) of the aggregate amount
of the Debt Facility (other than the rollup interest loan of ZAR 250 million)
outstanding under the Debt Facility is hedged until the Debt Facility is
discharged in full.

To the extent that Plateau is advised by Standard Chartered
that such hedging may be required, the interest payable on up to 50% (fifty
percent) of the aggregate amount of the rollup interest loan of up to ZAR 250
million outstanding under the Debt Facility may be hedged for a period beginning
on the date upon which Plateau is notified that such hedging is required by
Standard Chartered until the Debt Facility is repaid in full. As at July 1,
2009, the interest rate hedge was fixed at a swap rate of 8.925 %.

The shareholder loans in Holdco and New Opco rank senior to
other internal financing arrangements and are on consistent terms and conditions
to the Debt Facility, in order to ensure that 51% of New Opco's net cash flows
are available to meet Plateau's Debt Facility obligations. The Debt Facility is
be secured by a mortgage bond over Opcos immovable assets, ensuring that it
will be a preferred creditor in the event of liquidation.

The Debt Facility has a term of 108 months from July 1, 2009.
Pursuant to the Holdco Shareholders Agreement, if Plateau's cash flows derived
from Holdco are insufficient to meet its debt repayment obligations under the
Debt Facility, RPM is obligated, pursuant to the subordinated interest-bearing
standby loan facility described under the heading "Management and Funding of
Operations" above, to provide Plateau a portion of its entitlement to the Holdco
cash flows such that Plateau can utilize up to 80% of all cash flows generated
from Lebowa for this purpose.

Anglo Platinum has provided vendor financing for the majority
of the Lebowa Transaction purchase price. This Vendor Finance Facility consists
of a ZAR 1.2 billion cash component and the ZAR 1.1 billion share settled
financing (the "Share Settled Financing"), as described more fully below.

Under the ZAR 1.2 billion cash component of the Vendor Finance
Facility, RPM has subscribed for cumulative redeemable preferred shares in the
capital of Plateau (the "Plateau Preferred A Shares") for an aggregate
subscription price of ZAR 1.2 billion. The Plateau Preferred A Shares are
entitled to a 12.0% fixed dividend compounded on an annual basis and are
redeemable in full or in part at any time following issuance upon payment of an
amount equal to the subscription price of the Plateau Preferred A Shares, as
adjusted, and any accrued and unpaid dividends thereon. The Plateau Preferred A
Shares have an initial maturity date of six years from the date of issuance
(July 1, 2009) and a final maturity date for any redemption amount not settled
at the initial maturity date of three years from the initial maturity date.

During the three year period prior to the initial maturity
date, Plateau will be required to undertake a mandatory debt refinancing and use
100% of the external debt funding raised to settle the following amounts owing by Plateau to RPM at such time, in the following
order: (i) any outstanding amounts of the subordinated interest-bearing standby
loan facility described under the heading "Management and Funding of Operations"
above; (ii) any outstanding amounts of the OCSF; and (iii) the redemption amount
payable upon the redemption of any outstanding Plateau Preferred A Shares. The
debt market will determine whether the mandatory debt refinance is achievable.
Plateau is merely obliged to undertake the refinancing process but if the debt
is not re-financeable based upon the debt markets at that time then there is no
sanction on Plateau.

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- 35 -

In terms of the Share Settled Financing component, Pelawan
established a wholly owned subsidiary (the "Pelawan SPV") whereby the Pelawan
Trust transferred 56,691,303 Common Shares to the SPV. RPM has subscribed for
convertible preferred shares in the capital of the SPV (the "SPV Preferred
Shares") for an aggregate subscription price of ZAR 1.1 billion. Pelawan has
encumbered its shareholding in the SPV in favour of RPM as security for the
obligations of the SPV in terms of the SPV Preferred Shares.

The SPV has in turn, for an aggregate subscription price of ZAR
1.1 billion, subscribed for two different classes of convertible preferred
shares in Plateau, each such class being convertible into ordinary shares in the
capital of Plateau ("Plateau Ordinary Shares") and entitling the holder to a
special dividend in cash, which, upon receipt, will immediately be used to
subscribe for additional Plateau Ordinary Shares.

Pursuant to an agreement between the SPV and Anooraq (the
"Exchange Agreement"), upon Plateau issuing any such Plateau Ordinary Shares to
the SPV, Anooraq will immediately take delivery of all Plateau Ordinary Shares
held by the SPV and, in consideration therefore, issue to the SPV such number of
Common Shares that have a value equal to the value of such Plateau Ordinary
Shares. The total number of Common Shares that will be issued pursuant to
implementation of the share settled financing is 227.4 million Common Shares
(See potential future dilution under Risk Factors). The final
effects of the Share Settled Financing is that: (i) RPM has funded a payment of
ZAR 1.1 billion to Plateau and RPM ultimately will receive a total of 115.8
million Common Shares in Anooraq; and (ii) Pelawan will receive 111.6 million
Common Shares in Anooraq in order to maintain Pelawan's minimum 51% shareholding
in Anooraq.

The SPV Preferred Shares are be convertible in one or more tranches into ordinary shares in the capital of the SPV ("SPV Ordinary Shares") immediately at the instance of RPM, upon the earlier of (i) the date of receipt by the SPV of a conversion notice from RPM and (ii) the expiry of a 9 year period from the date ( July 1, 2009) of issuance of the SPV Preferred Shares to July 1, 2018.  Upon such date, RPM will become entitled to a special dividend in cash, which will immediately be used to subscribe for SPV Ordinary Shares.  Upon the SPV converting the SPV Preferred Shares to SPV Ordinary Shares and RPM subscribing for additional SPV Ordinary Shares as a result of the special dividend, the SPV will immediately undertake a share buyback of all SPV Ordinary Shares held by RPM and will settle the buyback consideration by delivering 115.8 million Common Shares to RPM.

As and when RPM issues a conversion notice as described above,
in order to prevent the dilution of the Pelawan's interest in Anooraq below the
minimum 51% threshold as required by South African law, the SPV will require
Plateau to convert sufficient convertible preferred shares in the capital of
Plateau into Plateau Ordinary Shares. Immediately thereafter, Anooraq will take
delivery of such Plateau Ordinary Shares and issue such number of Common Shares
(in an aggregate amount of 111.6 million Common Shares) to the SPV pursuant to
the Exchange Agreement. Such Common Shares will be held by the SPV and will be
subject to a rigid lock-up that will prevent the SPV and Pelawan from disposing
of such shareholding for so long as Pelawan is required to maintain a minimum
51% shareholding in Anooraq.

As a consequence of Anglo Platinum providing the vendor financing  to Plateau, it will have the effect that: (i) RPM will ultimately receive a total of 115.8 million Common Shares in the Company; and (ii) Pelawan will receive 111.6 million Common Shares in order to maintain Pelawan's minimum 51% shareholding in Anooraq. (These Common Shares issued to Pelawan will be subject to a rigid lock-up that will prevent Pelawan from disposing of such shareholding for as long as Pelawan is required to maintain a minimum 51% shareholding in Anooraq).  The total number of Common Shares that will be issued on implementation of the share settled financing is 227.4 million Common Shares with 115.8 million Common shares able to be traded by RPM on an unrestricted basis. The Common Shares available for unrestricted resale could have a depressing effect on the current trading price of the Company's Common Shares

---

- 36 -

RPM will not be bound by any contractual lock-ins or
restrictions in respect of any of the Common Shares which it will hold. It will,
however, prior to disposing of any such Common Shares, engage in a consultative
process with Anooraq, and endeavour to dispose of such Common Shares in Anooraq
in a responsible manner. Neither Pelawan nor any of the shareholders
of Pelawan will have any pre-emptive rights in respect of these Common Shares.

Benefits of the Lebowa Transaction

The key benefits of the Lebowa Transaction are:

- The Company has become a significant and sustainable HDP managed and
  controlled PGM producer and supplier of PGM concentrate, together with
  exploration and mining development projects.
- The New Opco mining operations will benefit from certain continued
  operations services being provided by Anglo Platinum, an experienced PGM
  producer.
- The Company has gained effective control of its existing PGM exploration
  projects, the Ga- Phasha Project, the Boikgantsho Project and the Kwanda
  Project.

The Amendments and the Holdco Shareholders
Agreements

The Pelawan Agreements were originally entered into with the
2004 Pelawan reverse takeover of Anooraq to govern the control structure of
Anooraq. At that time, Anooraq was conceived as a single purpose BEE entity and
the various Pelawan Agreements that currently govern the structure and
relationships of Anooraq and its direct and indirect shareholders include a
variety of restrictions on Anooraq's subsidiaries and controlling shareholders
which were designed to safeguard the ongoing BEE status of Anooraq.

Similarly, the Holdco Shareholders Agreement places a variety
of restrictions on Plateau, its subsidiaries and its controlling shareholders
(i.e. the Anooraq Control Structure) which are designed to safeguard the BEE
status of Holdco for the Initial Period, and at all times to provide Anglo
Platinum with a degree of control, independent of BEE considerations, over who
is the ultimate controlling shareholder of Holdco.

During the Initial Period, Plateau is required to ensure that,
among other things: (i) HDPs effectively own, through the Anooraq Control
Structure, at least 26% of Holdco; (ii) a majority of the directors of Holdco
are HDPs; and (iii) a majority of the directors of Pelawan are HDPs. If there is
a change which constitutes a breach of these requirements, and such change is
not expressly approved by the DME, then Plateau will be required to "remedy" or
"cure" the change by either restoring the status quo or procuring that the
change is superseded by a further transaction that is: (a) approved by the DME;
(b) does not result in a breach of such requirements; or (c) results in the
acquisition of control of Pelawan by HDPs who were beneficial owners of Pelawan
as at the date of signature of the Holdco Shareholders Agreement, or involves
such shareholders expropriating the interest of the defaulting shareholder (with
no attendant change in control). If the effective HDP ownership of Holdco falls
below 26%, any further reduction in such ownership must receive DME approval,
otherwise Plateau will be required to "remedy" or "cure" such change in
ownership. DME approval must include confirmation that the relevant structural
change will not prejudice Anglo Platinum's security of mineral tenure. If
Pelawan fails to "remedy" or "cure" a breach within the periods specified in the
Holdco Shareholders Agreement, then RPM may compel Plateau to sell its interests
in Holdco to another HDP at the best possible price in the circumstances. Due to
the fact that this will be a forced sale, there is no assurance that fair market
value will be paid by the purchaser for such interests.

At any time during the term of the Holdco Shareholders
Agreement, if a change in control of Holdco occurs (including a change in
control approved of by the DME, or that arises out of a "cure" described above),
then Plateau is required to "remedy" the change by either restoring the status
quo or procuring

---

- 37 -

that the change is superseded by a further transaction that
results in the acquisition of control of Pelawan by HDPs who were beneficial
owners of Pelawan as at the date of signature of the Holdco Shareholders
Agreement, or involves such shareholders expropriating the interest of the
defaulting shareholder (with no attendant change in control). If Plateau fails
to do so within the period specified in the Holdco Shareholders Agreement, then
RPM will be entitled to compel the purchase by Plateau of RPM's interests in
Holdco for fair market value. Upon the closing of the Lebowa Transaction,
ultimate "control" of Holdco for these purposes was held by Pelawan (rather than
any Pelawan shareholder), since no person or group of persons acting jointly or
in concert controls Pelawan within the meaning of such term in the Holdco
Shareholders Agreement. As such, a change in control of Holdco that Plateau will
have to "remedy", will occur if (a) a party outside of the group of Pelawan
shareholders as of the date of signature of the Holdco Shareholders Agreement
acquires control of Pelawan; (b) there is a transfer of Pelawan's interest in
the Pelawan Trust or of the Pelawan Trust's shareholding in Anooraq that results
in a change in control of Anooraq; or (c) there is transfer of control of Holdco
by Anooraq or its subsidiaries.

Excepted from the restrictions described above are changes in
the Anooraq Control Structure that are occasioned by the exercise by certain
lenders (including RPM under the Vendor Finance Facility described under the
heading "Financing the Lebowa Transaction" above) of their rights arising from a
default of a borrower, or the acquisition of control of Pelawan by HDPs who were
beneficial owners of Pelawan as at the date of signature of the Holdco
Shareholders Agreement. None of such changes will give rise to any right on the
part of RPM to compel the disposal by Plateau of its interests in Holdco or
require the purchase by Plateau of RPM's interests in Holdco.

The Holdco Shareholders Agreement also provides for the
shareholders in Holdco to have pre-emptive rights and for Anglo Platinum to have
a tag along right in certain circumstances in which a shareholder wishes to sell
its Holdco shares.

The Amendments were required in order to harmonize the
restrictions in the Pelawan Agreements with those in the Holdco Shareholders
Agreement, and to complete the Lebowa Transaction and the transactions ancillary
thereto. All the amendments were approved at the Companys extraordinary general
meeting on June 15, 2009. The Pelawan Agreements and the Holdco Shareholders
Agreement are complex agreements. For a full understanding of these agreements,
Shareholders are encouraged to read the full text of this Annual Reports, and
certain of these agreements, have been filed in prior years as Exhibits to
Annual Report on SEDAR at www.sedar.com.

The reasons for the amendments include:

|1. | Fulfilling conditions associated with the Lebowa
      transaction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | The Amendments were required in order for Pelawan to
      become a financeable entity in the future in order to permit it to
      maintain the minimum level of shareholding required for Anooraq to
      continue to qualify as an HDP, while at the same time itself undertake
      financings from time to time that would otherwise be dilutive of
      Pelawan.                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | The Amendments assist Plateau in complying with the
      Holdco Shareholders Agreement. The provisions of the Holdco Shareholders
      Agreement require Plateau not only to comply with the restrictions on
      Plateau under that agreement, but also to procure that other entities in
      the Anooraq Control Structure comply with those restrictions. Neither
      Anooraq nor Plateau had the power under the Pelawan Agreements to compel
      its direct and indirect beneficial owners (specifically, Pelawan and its
      shareholders) to comply with all of the requirements of the Holdco
      Shareholders Agreement.

---

- 38 -

|4. | The Amendments were required in order to simplify the
      current Anooraq Control Structure and harmonize the Pelawan Agreements
      with the Holdco Shareholders Agreement.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Anooraq Shareholders Agreement contains the operative
provisions described below. The Anooraq Shareholders Agreement replaces the
Share Exchange Agreement, the Existing Anooraq Shareholders Agreement and the
Release, each of which terminated on the effective date of the Lebowa
Transaction, and the parties released each other from any claims arising from
such terminated agreements. Appropriate conforming changes have been made to the
remaining Pelawan Agreements. This reduces the number of agreements governing
the relationship between Anooraq and Pelawan and thereby simplifies the
Anooraq-Pelawan arrangements. Going forward, the key documents will be the
Anooraq Shareholders Agreement, the Pelawan Trust Deed and the Pelawan
Shareholders Agreement.

The principal Amendments are described below:

|1. | In order to simplify the Pelawan Agreements and align
      those more closely with the requirements of the Holdco Shareholders
      Agreement, and in consideration for the termination of the lock-up
      provisions in the Pelawan Agreements, Pelawan and the Pelawan Trust agreed
      as follows:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                            
|   | (a)                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                            
|   | (b)                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                            

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- 39 -

| | (v) | it will use its reasonable commercial endeavours to act
      in the interests of the Anglo Platinum group in connection with the
      ability of any member of the Anglo Platinum group to retain any "credits"
      in respect of BEE to be received by any member of the Anglo Platinum group
      as a result of the Lebowa Transaction, and to be credited with or granted
      appropriate benefits in respect of the Anglo Platinum group as a result of
      the Lebowa Transaction, having participated in the facilitation of BEE
      and/or other empowerment; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | For the duration of the Anooraq Shareholders Agreement,
      Pelawan and the Pelawan Trust covenant that:
| | --- | ----------------------------------------------------------------------------------------------------------
| |     |                                                                                                           
| |     | (i)                                                                                                       
| |     |                                                                                                           
| |     | (ii)                                                                                                      
| |     |                                                                                                           
| |     | (iii)                                                                                                     

|2. | The definition of "HDP" in the Pelawan Agreements has
      been aligned with that in the Holdco Shareholders Agreement. This results
      in Pelawan no longer being required to have HDPs who are natural persons
      as 100% of its ultimate shareholders, provided that it remains at least
      majority HDP owned and controlled at all times. Accordingly, the HDP
      shareholding in Pelawan may be reduced from 100% to 51%, provided that the
      see through HDP beneficial ownership interest at Opco remains in excess of
      26%.                                                                                                                                                                                                                                          
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | The various requirements in the Pelawan Agreements for
      the prior written consent of Anooraq, approved by way of a "Disinterested
      Majority" of its Board, will be retained, but the definition of
      "Disinterested Majority" will be amended to comprise a majority of the
      independent directors of Anooraq.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4. | The right of Anooraq to replace Pelawan as the sole
      beneficiary of the Pelawan Trust by issuing a notice to the trustees of
      the Pelawan Trust designating another HDP of its choosing, without any
      compensation being payable to Pelawan, has been substantially amended such
      that, upon the occurrence of a breach of any restriction or covenant
      described in paragraphs 1(a), (b) or (c) above, Anooraq will have the
      right to compel within a specified period: (i) the disposal by Pelawan of
      its interests as the sole beneficiary of the Pelawan Trust; and/or (ii)
      the disposal by the Pelawan Trust of its shareholding in Anooraq, such
      disposal in each case being to an HDP at the best possible price in the
      circumstances.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5. | The rights of Pelawan and the Pelawan shareholders to
      purchase the shares in Pelawan of a Pelawan shareholder that causes a
      breach of the lock-up provisions in the Pelawan Agreements for nominal
      consideration have been retained largely unchanged, but will arise upon
      any Pelawan shareholder causing a breach of the Holdco Shareholders
      Agreement. In addition, Pelawan and each of the Pelawan Shareholders have
      granted to Anooraq an irrevocable power of attorney to exercise such
      rights under the Pelawan Shareholders Agreement in the event that they do
      not do so themselves within a specified period.                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6. | Provision has been made for Anooraq shares held by the
      Pelawan Trust and Pelawan shares to be appropriately legended with the
      restrictions on their transfer described
above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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- 40 -

|7.  | The pre-emptive rights in favour of Anooraq in respect of
      the Pelawan Trust's shareholding in Anooraq have been deleted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.  | In the event of any proposed financings of Anooraq after
      the closing date of the Lebowa Transaction, Pelawan has an anti-dilution
      right to participate in such proposed financings to the extent necessary
      to maintain its percentage beneficial ownership of Anooraq, provided that
      Pelawan is the beneficial owner of at least 20% of the issued share
      capital of Anooraq at the time of any such proposed financings.                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|9.  | Conforming changes have been made to the Pelawan
      Shareholders Agreement, the memorandum and articles of association of
      Pelawan, the Pelawan Trust Deed and the Pelawan Dividend Trust Deed. In
      addition, amendments have been made to these Pelawan Agreements
      permitting: (a) the dilution of the shareholding of the current Pelawan
      shareholders in Pelawan; (b) Pelawan and the Pelawan Trust to transfer
      assets and encumber assets, revenues or business; and (c) Pelawan and the
      Pelawan Trust to incur debt, subject to adherence to the transfer
      restrictions and covenants under the Anooraq Shareholders Agreement
      described above, and compliance with the obligations of Plateau and its
      shareholders under the Holdco Shareholders Agreement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10. | All financings or credit support by Pelawan or its
      shareholders will require the express prior written approval of RPM, to
      the extent that the rights of financiers may result in a change in control
      of Holdco.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

Share Ownership Trusts

The purpose of the Bokoni Platinum Mine ESOP Trust and the
Anooraq Community Participation Trust (the "Share Ownership Trusts") is to
provide the employees of New Opco and the members of the communities affected by
Anooraq's operations, respectively, with the opportunity to participate in, and
benefit from, Anooraq's success.

Anglo Platinum contributed an amount of $6.3 million (ZAR 45.6
million) to the Bokoni Platinum Mine ESOP Trust to facilitate its establishment,
and approximately $5 million (ZAR 36.5 million) of this amount was utilized by
the Bokoni Platinum Mine ESOP Trust to subscribe for 4 497 062 Common Shares.
The balance of Anglo Platinum's contribution will be used to pay benefits to New
Opco employees for the six years following contribution.

The Bokoni Platinum Mine ESOP Trust will enable the employees
of New Opco to participate in a share incentive scheme comparable to the Anglo
Platinum Kotula scheme in which they participated as employees of Anglo
Platinum. Each employees of New Opco will receive15 participation units in the
Bokoni Platinum Mines ESOP Trust scheme for every 1 participation unit held in
the Kotula scheme. Such participation units entitle employees to receive income
and capital distributions in accordance with the trust deed establishing the
Bokoni Platinum Mines ESOP Trust.

As at the effective date of July 1, 2009, Anglo Platinum
donated $14.3 million (ZAR 103.8 million) to the Anooraq Community Participation
Trust, of which $10.9 million (ZAR 79.3million) was used to subscribe for
9,799,505 new Common Shares. As a result of the subscription by the Share
Ownership Trusts, Anooraq received proceeds of approximately $ 15.9 million (ZAR
115.8 million).

The Share Ownership Trusts subscribed for the Common Shares at
a subscription price equal to $1, 11, being the closing price of the Common
Shares on the TSX-V on the day prior to the announcement of the revised Lebowa
transaction terms or reservation of the subscription price. The Share Ownership
Trusts will hold the Common Shares along with other investments, for the purpose
of making distributions to their beneficiaries in accordance with their
governing trust deeds.

---

- 41 -

|4. | Mining and Exploration in South
      Africa
|-- | --------------------------------------------

The South African mining sector has undergone a series of
significant legislative changes in the past few years. The following is a brief
discussion of the various legislative regimes in South Africa affecting the
Anooraq and its business and operations.

The Mineral Development Act

Pursuant to the previous legislative regime governing mining
and mineral rights in South Africa, mineral rights were held privately and in
some instances by the government. The Mineral Development Act now vests all
mineral rights in the South African state. In order to continue mining or
prospecting, mining and exploration companies operating in South Africa were
required to convert their existing "old order" rights to prospect and/or mine
(previously granted under the now repealed Minerals Act, Act No. 50 of
1991) to "new order" rights introduced by the Mineral Development Act.

There are three categories of old order rights, namely:

|(i)   | unused "old order" rights, which are mineral rights,
      prospecting rights or mining rights in respect of which no prospecting or
      mining activities took place as at May 1, 2004;                                                       
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                  
|(ii)  | "old order" prospecting rights, which are rights to
      prospect in respect of which a prospecting permit, lease, consent, license
      or right was obtained under the Minerals Act and prospecting took place as
      at May 1, 2004; and  
|      |                                                                                                                                                                                                                                                  
|(iii) | "old order" mining rights, which are rights to mine in
      respect of which a mining authorization, lease, consent, license or right
      was obtained under the Minerals Act and actual mining activities took
      place as at May 1, 2004.

Prior to April 30, 2005, holders of unused "old order" rights
were required to apply for prospecting or mining rights under the Mineral
Development Act to replace the rights they held before May 1, 2004. "Old order"
prospecting and mining rights continued to be valid for the period granted under
the old legislation, subject to a maximum period of two and five years,
respectively, beginning on May 1, 2004. In order for holders of "old order"
rights to continue with their prospecting or mining operations, such holders
were required to apply for the conversion of these rights to the "new order"
prospecting or mining rights to be issued under the Mineral Development Act
within the aforementioned periods. In this regard the holders of the "old order"
prospecting or mining rights had the right to convert their "old order" rights
into "new order" rights.

Under the Mineral Development Act, "new order" prospecting
rights are granted initially for a maximum period of five years, and can be
renewed once on application, for a further period not to exceed three years. The
holder of a prospecting right granted under the Mineral Development Act has the
exclusive right to apply for and, subject to compliance with the requirements of
the Mineral Development Act, to be granted, a mining right in respect of the
mineral and prospecting area in question.

The Mineral Development Act provides that mining rights will be
valid for a maximum period of 30 years and can be renewed, upon application, for
further periods, each of which may not exceed 30 years. Provision is made for
the granting of retention permits in circumstances where prospecting activities
and feasibility studies have been completed but mining is not commercially
viable due to prevailing market conditions. These retention permits, which have
a maximum term of three years, are renewable only once, upon application, for a
further period not to exceed two years.

---

- 42 -

A wide range of factors and principles, including proposals
relating to BEE, social responsibility and evidence of an applicant's ability to
conduct mining optimally are pre-requisites for all applications.

Mining Charter

Pursuant to section 100(2) of the Mineral Development Act, the
DME was required to develop the Mining Charter, which Mining Charter took effect
on October 11, 2002. The Mining Charter identifies the BEE and other criteria
against which applications for prospecting rights, mining rights, and
applications for conversion of "old order" rights will be considered. These
criteria relate to issues such as human resources development, employment
equity, procurement, community and rural development, and HDP ownership of
mining assets.

On the issue of ownership, the Mining Charter requires that
mining companies achieve HDP ownership of mining assets of 15% within five years
and 26% within 10 years of May 1, 2004  meaning as at May 1, 2009 and May 1,
2014, respectively. The Mining Charter mandates that transactions pursuant to
the required HDP ownership status take place in a transparent manner and at fair
market value, with stakeholders meeting after five years to review progress in
achieving the 26% target.

In respect of employment equity, the Mining Charter requires
that mining companies aspire to a minimum of 40% HDP participation in management
by May 1, 2009. The Mining Charter also requires higher levels of inclusiveness
and advancement of women, and mining companies must aspire to a minimum of 10%
of woman participation in the mining industry by May 1, 2009. Mining companies
are required to demonstrate their commitment to achieving these levels in their
employment equity plans.

When considering applications for the conversion of "old order"
rights into "new order" rights, the DME will take a 'scorecard' approach to
assessing the extent to which an applicant satisfies the criteria set out in the
Mining Charter.

On April 29, 2009, the Minister of Minerals and Energy
published Codes of Good Practice for the Minerals Industry, which set out
administrative principles designed to facilitate the effective implementation of
the minerals and mining legislation and enhance the implementation of the Mining
Charter. The Codes provide detail on the measurement of the targets set out in
the Mining Charter, and serves as a statement of present policy in relation to
the application thereof. Many stakeholders, including the Chamber of Mines have
expressed concern over the Codes and there is ongoing dialogue for this purpose
in order to obtain clarification on certain matters.

The Royalty Act

In March 2003, the South African government released a Royalty
Bill relating to royalties payable to the State in respect of mineral and
petroleum resources. A revised version of the Royalty Bill was released in
October 2006. In December 2007, a third (and final) draft Bill was released for
public comment and parliamentary review. The third draft of the Royalty Bill
confirmed gross sales as the tax base, but took the process of beneficiation
into account. This Bill moved away from a dual rates system (differential rates
for refined and unrefined minerals) towards an allowance for deductions of
beneficiation related expenses. The revised tax base will thus be equal to gross
sales less allowable beneficiation related expenses and transport expenses
between the seller and buyer of the final product.

The Royalty Bill was enacted in November 2008, as the
Mineral and Petroleum Resources Royalty Act, Act 28 of 2008. According to
the Royalty Act, a royalty on the transfer of mineral or petroleum resources
would be payable to the South African government from 1 May 2009. In his Budget
Speech of 11 February 2009, the Minister of Finance announced that the
implementation of the Royalty Act would be delayed to March 2010.

---

- 43 -

New Order Mineral Tenure status of Anooraq

The old order prospecting rights in relation to the Platreef
Properties constituted "used" old order rights, in relation to which Plateau had
until the earlier of the expiry dates of the relevant prospecting permits (which
range from October 2005 to November 2006) and April 30, 2006 to apply for
conversion to new order prospecting rights. The application for conversion has
been made and a number of these prospecting rights have been converted.

The old order mining rights in relation to the Ga-Phasha
Project constituted "used" old order rights, in relation to which Ga-Phasha had
until April 30, 2009 to apply for conversion to new order mining rights. The
Company was granted conversion of the Ga-Phasha mining license into a "new
order" mining right on June 29, 2009. This mining right has been executed and
will be registered shortly. The "new order" Ga-Phasha mining right is held by
Ga-Phasha Platinum Mine (Pty) Ltd, a wholly owned subsidiary of HoldCo; and

Anglo Platinum applied to the DME for conversion of the "old
order" mining rights related to LPM's mining operations in respect of Lebowa to
"new order" mining rights. On April 29, 2008, the DME and Anglo Platinum
announced that the DME had granted conversion of the "old order" mining rights
related to Lebowa. Following this granting of conversion, Anglo Platinum has
executed the new order mining right and is required to complete an
administrative process relating to registration of the "new order" rights, prior
to the transfer thereof to New Opco. The DME has also granted its consent to the
transfer of the "new order" rights from LPM to New Opco.

|5. | Other
|-- | -----

Anooraq has a management service agreement with Hunter
Dickinson Services Inc. (formerly Hunter Dickinson Inc.). HDSI is a private
corporation, consisting of technical, legal, regulatory and financial
specialists that have been managing projects for publicly listed companies
throughout the world for twenty years.

Anooraq has fewer than ten employees as much of its work is
done by consultants at the request of management of the Company. Many of the
Company's technical, financial and legal services are provided by HDSI. In
anticipation of the Lebowa Transaction the Company undertook a review its
staffing, organizational structure and service arrangements to ensure that it is
adequately resourced to meet its operating and administrative requirements.

The Lebowa Mine has approximately 4,000 employees, including
approximately 15 of whom may be considered management.

Exclusive of the Lebowa Mine, Anooraq does not have operating
revenue, although historically it has had interest revenue as a consequence of
investing surplus funds.

Also exclusive of the Lebowa Mine, the Company does not have
any properties on which commercial mining operations exist. Apart from the
Lebowa Mine, no ore is known to exist on any of the Company's projects and a
great deal of exploration work will be required before economic feasibility can
be considered.

Information on mineral rights and prospecting and mining
permits is provided below.

---

- 44 -

FURTHER PARTICULARS OF ANOORAQ'S PROPERTIES

Anooraq's holds interests in properties located in the Republic
of South Africa in a geological province known as the Bushveld Complex, as shown
in Figure 1.



Figure 1. Location of the Lebowa Mine, Ga-Phasha and Platreef
Properties

Regional Geology

The Bushveld Complex was formed when a large igneous body was
emplaced in the earth's crust. As the magma slowly cooled, silicate, sulphide,
oxide and other minerals crystallized, forming texturally and mineralogically
distinctive layers. During this process PGM, nickel and copper (usually
occurring with, or as, sulphide minerals) became sufficiently enriched to form
mineralized horizons. As a result, the Bushveld Complex plays host to layered
PGM deposits, usually with significant nickel and copper contents.

Many of the layers within the Complex, including the
economically important horizons, are continuous over tens of kilometres.
However, the uniformity of the Merensky and 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 horizons within the layered sequence of
intrusive rocks: the Merensky Reef and the UG2 chromitite (a layer consisting
largely of the mineral chromite). The UG2 layer lies below and essentially
sub-parallel to the Merensky Reef but the two units are separated by 15 to 400
metres of intervening layered intrusive rocks. The Merensky Reef is platinum
rich relative to the UG2, where platinum and palladium occur in more or less
equal proportions. The UG2 typically contains significantly more rhodium than
the Merensky Reef (i.e. 10% or more of total PGM in places). The Platreef occurs
on the Northern Limb of the Complex. It is 100-250 metres thick. The Platreef is
mineralogically similar to the Merensky Reef but its platinum palladium ratios,
at ~1:1, are more like those in the UG2 horizon.

---

- 45 -

The Lebowa Platinum Mine

The following technical information is derived from a May 2009
technical report (the "May 2009 Technical Report") by Deloitte Mining Advisory
Services, written in compliance with National Instrument 43-101 and the Canadian
Institute and Mining and Metallurgy ("CIM") Definition Standards, which
describes the Lebowa mineral exploration, development and mining production. The
May 2009 Technical Report is based on a detailed technical review of work
performed by others and completed by the following independent qualified
persons: J. Schweitzer, Pr.Sci.Nat., FSAIMM and S. de Waal, Pr.Sci.Nat.,
(geology, mineralization and mineral resources), G. Guler, PrEng, FSAIMM,
MAusIMM (mineral reserves and mine planning), T. Naidoo, Pr.Sci.Nat.
(exploration, drilling, sampling and data verification), and P. Kramers, PrEng.,
FSAIMM (mineral processing and metallurgical testing).

Location and Property Description

Lebowa is located approximately 80 kilometers southeast of
Polokwane, the provincial capital of the Limpopo Province, and 330 kilometers
northeast of Johannesburg. It is situated to the north of and adjacent to the
Ga-Phasha Project.

The Lebowa property consists of seven mining licenses covering
an area of 15,459.78 hectares. On May 12, 2008, the DME granted a conversion of
the "old order" mining rights related to Lebowa to "new order" mining
rights.

Table 1. Lebowa Mining Licenses

Property
    Portion
    Area
    New Order Mining Right
      Date
    License
    Valid forMiddlepunt 420 KS
    farm
    1,544.91
    May 12, 2008
    LP30/5/1/2/59MR
    Up to 30 yrsDiamond 422 KS
    farm
    2,238.65Umkoanesstad 419 KS
    farm
    2,635.10Zeekoegat 421 KS
    portion
    2,127.69Brakfontein 464 KS
    farm
    2,391.04Wintersveld 417KS
    farm
    2,459.75
    May 12, 2008
    LP30/5/1/2/65MR
    Up to 30 yrsJagdlust 418KS
    farm
    2,062.63TOTAL
    
    15,459.77


Surface rights are held by the state and available for use
through permits and lease agreements by the mining license holder.

A royalty for surface rights is payable on the Middlepunt
property until February 28 2010, after which a state royalty is payable. A
cession consideration (payment to cede or transfer of rights) of 10% is also
payable to the state until 2017. A rent of the surface of ZAR4.20 per hectare
per year is payable until the cession.

Additional royalties are also payable to the state. See "Taxes
and Royalties" under "Technical Review of Lebowa" below.

---

- 46 -

Access, Infrastructure, Climate and Topography

The Lebowa mine is situated on an undulating plain between a
range of hills and low mountains. The plain is bisected by the Rapholo River.
The average elevation is 800 metres. The plain, hills and mountains are sparsely
vegetated because of the arid climate and over grazing.

Summer temperatures can reach the mid to high 30 degrees C in
the daytime and are about 20 degrees C at night. Winter temperatures are in the
mid 20 degrees C during the daytime and can be 10 degrees C at night. Most
rainfall occurs between November and March and ranges between 300 and 500 mm
annually.

The Lebowa Mine is accessible by a paved road to R37, and
thereafter by R37 to Polokwane. The nearest railway stations are at Steelpoort
and Polokwane, 80 and 100 kilometres away. The nearest airport is at Polokwane,
but there is a heliport at the site for private and emergency use. The state
owned power company, ESKOM, provides power to the site. Lebowa has standby power
for some critical operations.

There were 3,718 employees at Lebowa at the end of 2008. Many
employees live in company-owned or privately-owned housing in Polokwane. Some
workers live in housing on site or in the local area. Polokwane is the main
centre for schools, shopping and other services.

History

Mining operations began in 1969, initiated by Anglovaal, a
traditional South African Mining House and OK Bazaars, a South African chain
store. In 1970, the mine was sold to Rustenburg Platinum Mines, a subsidiary of
JCI Limited (the historic mining house) in which Anglo American held a
significant interest. In the mid-1990's JCI was unbundled and its platinum
interests listed separately as Lebowa Platinum Mines Ltd, which later merged
with other Anglo mines to become Anglo Platinum Limited.

Operations were expanded across the Western Limb of the
Bushveld and mineral rights have been secured on the Eastern Limb over the past
30 years. Exploration continued almost undisturbed from 1981 to the late
1990's, developing knowledge and understanding of the potential of these
assets. Significant interest in mine development began in 1999 with increasing
demand for PGM. In 2000-2001, Anglo Platinum initiated a strategic plan to
increase its total production to 3.5 million ounces, and the BRK Merensky and
MPH UG2 projects at Lebowa were subsequently approved. Lebowas annual refined
production from 2005 to 2007 was approximately 200,000 4E ounces.

Geology

The Lebowa mine is located on the northern extremity of the
Eastern Limb of the Bushveld Complex. PGM mineralization is specifically located
within the UG2 and Merensky horizons which form part of the Upper Critical Zone
of the Rustenburg Layered Suite. Both horizons sub crop and in some places
outcrop along the 16.5 kilometres strike length on the property. The Bushveld
layering dips from northeast to southwest at approximately 25 degrees in the
northeast (Zeekoegat) and gradually decreases to approximately 18 degrees in the
southeast (Brakfontein). The general structural geology is characterized by
north and east trending dykes and faults with associated joint sets. The mining
area is located within the Zeekoegat, Middlepunt, Umkoanesstad and Brakfontein
farms.

The UG2 Reef is stratigraphically 350 metres below the Merensky
Reef, which are separated by well-layered sequences. UG2 is comprised mainly of
a well defined chromitite layer and minor hangingwall (rock unit above the main
mineralized unit) and/or footwall constituents. The average width of the
chromitite is 70 centimetres. It is overlain by a pyroxenite unit that averages
9.85 metres in width and hosts a varying number (usually up to 4) chromitite
layers; the locations of these chromitite are important

---

- 47 -

to mining UG2. The UG2 is underlain by feldspathic pyroxenite
unit, 0.75 metre in width and which commonly hosts chromitite and some base
metal sulphide mineralization.

The Merensky Reef is a feldspathic pyroxenite horizon which
occurs near the top of the Upper Critical Zone. It lies between the 3-6 metres
thick Merensky pyroxenite and the Merensky norite. Two thick chromitite
stringers occur 20-30 centimetres from the hangingwall contact; the footwall
contact is sharp and usually marked by the lower chromitite stringer.

The depth of weathering at Lebowa is highly variable, ranging
from no overburden to in excess of 50 metres. The depth of oxidation generally
extends 25 metres below the overburden.

Structural complication due to faulting is limited. However
there are geological losses (reduction of the mineralized units) in order of
effect by incidence of potholes (created by irregularities in the deposition of
the host units and exacerbated by later erosion), replacement of some units,
dykes and local structural and alteration features.

Mineralization

The Merensky reef and UG2 reef may have been formed by
segregation following crystallization during cooling of the Bushveld Complex.
These segregated layers are favoured lithologies for the accumulation of
platinum group metals and base metals during the deposition. The Merensky Reef
is that portion of the Merensky pyroxenite that is bounded by a top and bottom
chromitite stringer. Higher 4E grades are commonly associated with the
chromitite stringers or coarser textured pyroxenite. According to a 2004 study,
the predominant PGM phases in the Merensky Reef are PGM-sulphides or tellurides.
Base metal sulphides represent less than 3% and occur mainly as pentlandite,
with lesser chalcopyrite, pyrrhotite, and pyrite.

Only minor mineralization occurs in the hangingwall and
footwall units of the UG2 chromitite. PGM occur as sulphides, tellurides, alloys
and silicate minerals. The main base metal sulphides are pentlandite and
chalcopyrite.

Lebowa Operation

Lebowa consists of a vertical shaft and a number of decline
shaft systems to access the underground development on the Merensky Reef and UG2
Reef as well as two concentrator plants. Current production is 85,000 tonnes per
month ("tpm").

In 2008, refined production was 147,600 4E ounces (refined
platinum 72,600 oz) from 1.1 million tonnes of ore milled at a rate of 91,500
tonnes per month exploiting the Merensky and UG2 Reefs.

---

- 48 -

Estimates of Mineralization

Mineral Reserves

Table 2 . December 2008 Mineral Reserves

|              |               | Tonnage | 4E    | 4E         
|------------- | ------------- | ------- | ----- | -----------
|              | Category      |         | grade | contained  
|              |               | (Mt)    | (g/t) | metal (Moz)
|              | Proven        | 21.71   | 4.34  | 3.03       
|Merensky Reef | Probable      | 5.43    | 4.16  | 0.73       
|              | Total Reserve | 27.14   | 4.31  | 3.76       
|              | Proven        | 32.10   | 5.43  | 5.60       
|UG2 Reef      | Probable      | 9.10    | 5.17  | 1.50       
|              | Total Reserve | 41.20   | 5.37  | 7.10       

Notes: The Mineral Reserves stated are for 100% of Lebowa.
Anooraq's interest is 51% of the above Mineral Reserve. Tonnes and ounces have
been rounded and this may have resulted in minor discrepancies. 4E = Pt + Pd
+ Rh + Au Mineral Reserves have been determined by applying modifying
factors to the Mineral Resources. Only Measured and Indicated Resources have
been converted to Mineral Reserves. Mineral Reserve grade is based on the
hoisted ore grade. The Mine Call Factors used in the estimations of Proven
and Probable Reserves are 97% and 98%, respectively. (A MCF is measure of metal
reporting to the mill, as a percentage of total metal estimated for that portion
of the ore. It is based on actual MCFs measured and achieved historically) In
contained metal calculations, metallurgical recoveries have been assumed to be
100%.

Mineralized Material

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

---

- 49 -

Table 3a. December 2008 Measured and Indicated Mineral
Resources

|                  |         | 4E    | 4E        |       |       | Grade |      
|----------------- | ------- | ----- | --------- | ----- | ----- | ----- | -----
|                  | Tonnage |       | contained |       |       |       |      
|Area and Category |         | grade |           |       |       |       |      
|                  | (Mt)    |       | metal     | Pt    | Pd    | Rh    | Au   
|                  |         | (g/t) | (Moz)     | (g/t) | (g/t) | (g/t) | (g/t)
|Merensky Reef     |         |       |           |       |       |       |      
|Measured          | 25.92   | 5.64  | 4.71      | 3.63  | 1.5   | 0.21  | 0.30 
|Indicated         | 27.39   | 5.51  | 4.85      | 3.46  | 1.52  | 0.20  | 0.33 
|Measured and      |         |       |           |       |       |       |      
|Indicated         | 53.31   | 5.58  | 9.56      | 3.54  | 1.51  | 0.20  | 0.32 
|UG2 Reef          |         |       |           |       |       |       |      
|Measured          | 108.5   | 6.60  | 23.03     | 2.70  | 3.23  | 0.55  | 0.12 
|Indicated         | 71.91   | 6.56  | 15.18     | 2.70  | 3.20  | 0.53  | 0.13 
|Measured and      |         |       |           |       |       |       |      
|Indicated         | 180.38  | 6.58  | 38.21     | 2.70  | 3.22  | 0.54  | 0.12 

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

Table 3b. December 2008 Inferred Mineral Resources

|              |         | 4E    | 4E        |       | Grade |       |      
|------------- | ------- | ----- | --------- | ----- | ----- | ----- | -----
|              | Tonnage |       | contained |       |       |       |      
|Area          | (Mt)    | grade | metal     | Pt    | Pd    | Rh    | Au   
|              |         | (g/t) | (Moz)     | (g/t) | (g/t) | (g/t) | (g/t)
|Merensky Reef | 102.9   | 5.30  | 17.53     | 3.34  | 1.45  | 0.20  | 0.31 
|UG2 Reef      | 145.00  | 6.61  | 30.82     | 2.72  | 3.23  | 0.53  | 0.13 

Notes to Tables 3a and 3b: The Mineral Resources stated are
for 100% of Lebowa. Anooraq's interest is 51% of the above 
Mineral Resources.
Mineral Resources are exclusive of Mineral Reserves. 
Tonnes and ounces have
been rounded and this may have resulted in minor discrepancies. 
4E = Pt + Pd +
Rh + Au.
The UG2 Resources include areas of bifurcated UG2 reef. 
In contained
metal calculations, metallurgical recoveries have been assumed to be 100%.

---

- 50 -

Technical Review of Lebowa

Anooraq commissioned an initial technical review ("initial
technical review") by international mining consultants that supported an
investment in Lebowa. A technical report by Snowden Mining Industry Consultants
on the results of the initial technical review was filed on www.sedar.com in
April 2008.

Based on the changing economic conditions and metal price
environment, Anooraq and Anglo Platinum undertook a joint technical review of
Lebowa in 2008 in which the Anglo Platinum-approved mine plan and capital
program was re-assessed and a revised plan developed. Anooraq engaged Deloitte
Mining Advisory Services ("Deloitte") to go over the results and update the
April 2008 technical report based on the results of the new work and revised
plan ("2009 technical review"). Deloitte's May 2009 Technical Report has been
filed on www.sedar.com.

Both the 2007 (reported in the initial technical review) and
2008 (reported in the May 2009 Technical Report and shown in Tables 3a and 3b
above) mineral resource and reserve estimates were compiled by Anglo Platinum
personnel, who have stated that the estimates are in accordance with the
Australasian Code for the Reporting of Mineral Resources and Mineral Reserves
("JORC 2004") and with the South African Code for Reporting of Mineral Resources
and Mineral Reserves ("SAMREC 2007"). In the opinion of Deloitte, there would
not be a material difference in the estimations if done under CIM 2005 as
required under Canadian National Instrument 43-101.

Deloittes review confirmed Anglo Platinum's mineral resource
and reserve estimates subject to certain qualifications as detailed in the May
2009 Technical Report. In the qualified persons' opinions, these qualifications
will not have a material effect on future mineral resource estimates.

The following economic analysis is a summary of the results
presented in the May 2009 Technical Report.

Economic analysis

The economic analysis undertaken for the technical review used
South African Rand ("ZAR") as the base currency and takes into consideration
relevant taxes and royalties. The technical review used projected metal prices
based on analyst consensus estimates to 2012 resulting in the following average
price forecast over the next five years:

Table 4a. Average Metal Prices to 2012

|Metal Prices       |         | 2009 | 2010 | 2011 | 2012 | Trend      
|------------------ | ------- | ---- | ---- | ---- | ---- | -----------
|                   |         |      |      |      |      | (Real 2008)
|Platinum (US$/oz)  | Nominal | 1052 | 1237 | 1369 | 1398 | 1339       
|Palladium (US$/oz) | Nominal | 235  | 293  | 349  | 363  | 378        
|Rhodium (US$/oz)   | Nominal | 2831 | 3421 | 4049 | 4436 | 3700       
|Nickel (US$/lb)    | Nominal | 5.6  | 6.7  | 7.5  | 7.9  | 7.2        
|Copper (US$/lb)    | Nominal | 1.9  | 2.3  | 2.7  | 2.6  | 1.9        

---

- 51 -

Following is the weighted unit revenue for the 4E basket of
metals for the first four years of production.

Table 4b. Basket Metal Prices used for Lebowa Technical
Review

|              |         |         | 2009    | 2010    | 2011    | 2012    | LOM       
|------------- | ------- | ------- | ------- | ------- | ------- | ------- | ----------
|              |         |         |         |         |         |         | (34 years)
|              |         | nominal | 753     | 888     | 999     | 1035    |           
|4E basket     | US$/oz  | real    | 753     | 868     | 950     | 956     | 967       
|              |         | nominal | 9.67    | 9.42    | 9.43    | 9.81    |           
|Exchange rate | ZAR/US$ | real    | 9.67    | 9.21    | 9.02    | 9.17    | 9.60      
|              |         | nominal | 234,238 | 268,718 | 302,764 | 326,336 |           
|4E basket     | ZAR/kg  | real    | 234,238 | 256,901 | 275,404 | 281,904 | 297,371   
|SA
      CPI  |         |         | 0.0%    | 4.6%    | 5.1%    | 5.3%    |           
|US CPI        |         |         | 0.0%    | 2.3%    | 2.8%    | 2.9%    |           

Tax and Royalties

The current South African Income tax regime for companies
applies to Lebowa and the Discounted Cash Flow ("DCF") model therefore includes
the following tax regime:

- Company income tax rate of 28 % on taxable income.
- Secondary tax on companies, a tax on dividends declared, of 10 %.
- A withholding tax of 10 % for dividends payable to non-residents.

The South African mining sector enjoys immediate tax relief on
capital expenditure i.e. capital expenditure can be off-set against gross profit
in the year it is incurred (or can be carried forward to create a tax shield)
i.e. capital expenditure is not depreciated or amortized for tax purposes.

The Royalty Act, the implementation of which has been deferred
until 2010, was used as a basis for calculating estimated Royalties. The DCF
uses the third and final draft average rate to calculate royalties payable to
the State, which is based on gross sales less allowable beneficiation related
expenses and transport expenses between the seller and buyer of the final
product. The effective royalty rate over the Lebowa Life of Mine ("LOM") is 5.6%
..

Certain additional mineral resources, that had been the subject
of prefeasibilitylevel studies and hence could be considered mineral reserves
but not included in "approved mine plans" by Anglo Platinum, have been used for
the economic analysis. This includes 25.7 million tonnes at an average 4E grade
of 5.39 g/t from the Brakfontein UG2 Project.

The table below shows the real term financial indicators of the
revised plan over the expected first 34 years of the LOM at Lebowa.

---

- 52 -

Table 5. Summary of Financial Indicators from Lebowa
Technical Review

|                                 | Units        | Total      | Units        | Total     
|-------------------------------- | ------------ | ---------- | ------------ | ----------
|Material Treated                 | Tonnes       | 92,740,000 | Tonnes       | 92,740,000
|Grade (4E head grade)            | 4E g/t       | 5.06       | 4E g/t       | 5.06      
|PGM produced                     | 4E oz        | 13,684,167 | 4E oz        | 13,684,167
|Revenue                          | ZAR millions | 126,749    | CAD millions | 17,507    
|Gross revenue                    | ZAR millions | 134,226    | CAD millions | 18,540    
|Royalties                        | ZAR millions | -7,477     | CAD millions | -1,033    
|Operating cost                   | ZAR millions | 64,067     | CAD millions | 8,849     
|Unit operating cost              | ZAR/t        | 703.34     | CAD/t        | 97.15     
|Gross profit                     | ZAR millions | 62,682     | CAD millions | 8,658     
|Capital Cost (CAPEX)             | ZAR millions | 12,468     | CAD millions | 1,722     
|Real term tax                    | ZAR millions | 14,937     | CAD millions | 2,063     
|Effective tax rate               | %            | 22.00      | %            | 22.00     
|Working CAPEX                    | ZAR millions | 1,303      | CAD millions | 180       
|Net profit (after working CAPEX) | ZAR millions | 33,974     | CAD millions | 4,693     
|Margin                           | %            | 24.70      | %            | 24.70     

Cashflow, Net Present Value and Sensitivities

Based on the assumptions stipulated above, the DCF analysis at
Lebowa for the first 34 years of mine plan yields a Net Present Value ("NPV") at
a 7.5% discount rate of ZAR 9,290 million (C$1,283 million).

Sensitivities were calculated in the DCF model for revenue,
operating costs and working costs. The valuation is most sensitive to a change
in revenue. A 10.0% decrease in revenue results in a 28% decrease in value in
the case of NPV at a discount rate of 7.5% . The valuation is not particularly
sensitive to capital expenditure. An increase in capital of 10 % decreases the
value by just 4.0% in the case of NPV at a discount rate of 7.5% . The valuation
is sensitive to a variance in operating costs. An increase of 10.0 % decreases
the NPV by 14.1% in the case of NPV at a discount rate of 7.5% .

Plans for Expansion

2009-2012

Anooraq and Anglo Platinum are of the view that current
production levels at Lebowa should be increased on a phased basis in recognition
of the quality and size of the significant Lebowa resource. In light of the
joint review undertaken in respect of Lebowa, Anooraq and Anglo Platinum have
determined to implement an initial approach at Lebowa by:

|1. | extending current Merensky production at the Vertical
      shaft and UM2 incline shaft, at the same time as the Merensky production
      profile at the new Brakfontein decline shaft system ramps up to steady
      state production of approximately 120,000 tpm. Once the Brakfontein
      Merensky production is at steady state, production from the Vertical and
      UM2 shafts will be phased out to completion; and
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | retaining the existing UG2 production levels at Middelpunt Hill (approximately 45,000 tpm) and deferring the Middelpunt Hill Delta 80 expansion project (“MPH Delta 80 Project”).                                                                                                                                                                                                                                                

---

- 53 -

2012-2019

Once the initial phase has been implemented, the parties intend
to increase the existing UG2 production profile to approximately 125,000 tpm at
steady state through the implementation of the MPH Delta 80 project commencing
in 2016, and thereby increasing Lebowa production to 245,000 tpm at steady state
by 2019.

The revised plan will be reviewed by Anglo Platinum and Anooraq
on a regular basis in terms of current and estimated future market conditions.

The Ga-Phasha Project

Agreements

Anooraq holds a 51% interest in the Ga-Phasha property through
the "Lebowa Holdco" as described under section B above.

|Location and Property Description
|---------------------------------

The Ga-Phasha Project is located approximately 45 kilometers
north northwest of the Limpopo Province town of Steelpoort and 250 kilometers
northeast of Johannesburg. The property consists of four farms, covering an area
of approximately 9,700 hectares, held by Ga-Phasha Platinum Mine (Proprietary)
Limited, a wholly owned subsidiary of Holdco.



Figure 2. Mineral Rights Holdings, Ga-Phasha Project Area

Ga-Phasha holds PGM mineral rights within the UG2 and Merensky
Reefs on the farms Klipfontein 465KS, Avoca 472 and DeKamp 507 KS and a portion
of Paschaskraal 466KS. Ga-Phasha has a lease over the PGM mineral rights for the
remainder of Paschaskraal 466KS, which are held by the state. There are nominal
annual fees to maintain the farms.

---

- 54 -

Table 6. Ga-Phasha Mineral Rights

Ga-Phasha Project:
    Conversion to new order
      mining rights was granted on June 29, 2009.Klipfontein 465 KS Paschaskraal 466 KS
      De Kamp 507 KS Avoca 472


Surface rights on Paschaskraal 466KS, Klipfontein 465KS, De
Kamp 507KS and Avoca 473KS are held by the state in trust for local tribal
authorities.

|Accessibility, Climate, Local Resources,
      Infrastructure and Physiography
|------------------------------------------------------------------------------

The Ga-Phasha Project is located adjacent to the Lebowa
Platinum Mine and the Twickenham-Hackney mine.

Access to the site is gained via gravel roads from Steelpoort
or Burgersfort to the southeast and from Polokwane approximately 80 kilometres
to the northwest.

Recent development at the neighbouring Twickenham-Hackney mine
has resulted in infrastructure improvements such as paved roads, power lines,
and water supplies.

The area is considered semi-arid. Temperatures in summer are
warm to hot, averaging 26 to 30 degrees C, and are moderate to cool in winter.
Further details are provided above under the Lebowa Platinum Mine.

The general topography of the area is defined by a relatively
flat valley, flanked by pronounced northwest to south-east trending mountain
ranges that are located on the north-eastern and south-western sections of the
property. Extensive settlements have been developed at the foot of both these
mountain ranges. The area between the villages where the land is flatter has
been broken up into small farming units or plots for cultivating crops.

|History
|-------

There has been a considerable amount of exploration on the
Klipfontein and Paschaskraal farms by past operators such as JCI, Anglovaal and
Anglo Platinum, with well over 300 drill holes completed.

Initial metallurgical test work by Anglo Platinum showed a very
good flotation response 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 mineralization, namely: 14-24% nickel, 77-86% copper and
83-90% sulphur.

In 2002, Anglo Platinum completed an economic study on the UG2
deposit (equivalent to a preliminary assessment because inferred resources were
also used). This study envisioned an underground mine very similar to that being
developed on the neighbouring Twickenham property, using 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, Anglo Platinum concluded the project was an attractive investment
and subsequently encouraged BEE group participation.

---

- 55 -

In February 2004, Anooraq commissioned a resource estimate for
the Ga-Phasha Project utilizing drill hole information made available by Anglo
Platinum from 299 drill holes drilled between 1966 and 2002. For the Merensky
Reef on the Paschaskraal and Klipfontein farms, the resource estimation excluded
the first 40 meters below surface, which is considered as an oxidized zone. The
density of the Merensky Reef was 3.1 and the UG2 Reef was 4.25. A 40% geological
loss factor was applied, which includes 10% for faulting, 15% for potholes, 10%
for intrusions and 5% for iron replacement bodies.

The Avoca and De Kamp farms adjoin Paschaskraal and Klipfontein
on the down dip side of the UG2 and Merensky Reefs. It is assumed that the reefs developed on
Paschaskraal/Klipfontein farms would be developed on Avoca and De Kamp. Given
the lateral persistence of the two main PGM bearing horizons, this assumption is
well founded.

At a 2 g/t 4E cut-off the Merensky Reef estimates were Measured
and Indicated resources of 43.2 million tonnes grading 4.39 g/t 4E and Inferred
resources of 39.8 million tonnes grading 4.28 g/t 4E on the Paschaskraal and
Klipfontein farms, plus Inferred resources of 97.6 million tonnes grading 4.34
g/t 4E on the Avoca and DeKamp farms. At a 4 g/t 4E cut-off, the UG2 Reef
estimates were Measured and Indicated resources of 65.7 million tonnes grading
6.97 g/t 4E and Inferred resources of 33.9 million tonnes grading 7.20 g/t 4E on
the Paschaskraal and Klipfontein farms, plus Inferred resources of 77.6 million
tonnes grading 7.05 g/t 4E on the Avoca and DeKamp farms.

Further drilling was done from 2002 to 2006. The drill hole
database for the 2007 estimates comprises of 127 Merensky drill holes and 322
UG2 drill holes. Of these, 116 parent drill holes intersected the Merensky Reef
(plus deflections there are 257 Merensky Reef intersections) and 230 parent
drill holes intersected the UG2 Reef (with deflections there are a total 616 UG2
reef intersections). These databases were used to estimate the current mineral
resources as shown under Mineral Resources below. Mineral resources in all
categories increased for the UG2 Reef and in the indicated and inferred
categories for the Merensky Reef.

|Geological Setting and
      Mineralization
|-------------------------------------------

The two platinum bearing horizons at Ga-Phasha are the UG2
chromitite and the Merensky Reef, both of which occur within the Upper Critical
Zone. The sequence strikes northwest southeast and dips in a westerly direction
towards the center of the Bushveld Complex. The dip decreases on a regional
scale from approximately 30 degrees in the north to approximately 10 degrees in
the south. In general, the Reefs are separated by a package of norites and
anorthosites, averaging some 390 meters in thickness.

The UG2 Reef is a chromitite layer that hosts PGM in oxide and
in association with base metal sulphides. Mineralization occurs throughout the
UG2 Reef chromitite with usually significantly higher values in proximity to the
hanging wall and footwall contacts. A limited (and only marginally economic)
amount of mineralisation may also occur within the footwall pyroxenite, mainly
associated with disseminated chromite and chromitite stringers/lenses, with
grades of up to 10 g/t 4E. The hanging wall units are largely barren of PGM
values although values in excess of 5 g/t can occur where associated with the
chromitite stringers or disseminated chromitite. The latter are very thin,
typically less than 1 centimeter thick, and enclosed in barren
orthopyroxenite.

The feldspathic pyroxenite rocks within the Merensky package
host chromite, base and precious metal sulphide accumulations. PGM occur as
discrete metals that are typically associated with and enclosed within base
metal sulphides and silicates. There is a strong association of PGM with the
chromitite stringers usually demarcating the upper and lower contacts of the
Reef, with higher grades at the contacts.

---

- 56 -

Sampling and Analysis, and Security of Samples

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 logged in terms of lithology, mineralization, alteration
and structure. Specialized geotechnical and structural logging is also carried
out by rock engineering and structural geologists. After the bagging of samples
on site at the Driekop core yard, the samples were transported to Anglo Research
("AR") in Germiston, near Johannesburg. AR processed the samples from pre-2000
drilling. Post-2000 samples are processed by Anglo American Research Laboratory
("AARL"). When transported to AARL, the samples are delivered by ARC staff and
vehicles.

Generally the intersections of Merensky and UG2 reefs are
assayed for 4E (Pt, Pd, Rh, Au), Cu and Ni contents as well as density
determinations. Individual Pt, Pd, Rh and Au contents of each sample were
determined.

|AR Procedures
|-------------

All samples are duplicated and run on an A and B stream at
different times, known as twin streaming. Internal Quality control occurs with
every batch. Comparative results from A and B streams are available.

All samples were pulverized to 80% +/-5% <75 microns. 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 were not corrected. The
precious metal concentration was reported as the sum of Pt, Pd, Rh, and Au.

|AARL Procedures
|---------------

Samples are crushed in a jaw crusher to 2 millimetres. 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 analyzed 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.

For Rhodium, 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. The samples are fire assayed and
the prills (material remaining from this process) dissolved in aqua regia and
read on the ICP for Rh.

---

- 57 -

AR, an ISO 17025 registered company, has a comprehensive
quality control system that includes blanks, certified reference materials,
in-house reference materials, and twin streaming/replicate analyses.

Estimates of Mineralization

The UG2 and Merensky Reef "resource cut widths" were
established through a combination of model estimates of the geotechnical hanging
wall thickness, the reef thickness and a minimum footwall dilution of 0.10
meter. For the Merensky Reef, composited footwall components with a grade
greater than 2.0 g/t 4E were also included. Grades and widths for both reefs are
specific gravity and length weighted.

The weathered and oxidized horizon, called Regolith in the
tables below, extends to an average depth of 40 meters below surface. The
tonnages in the tables are after geological loss factors are applied. Geological
losses are related to the presence of potholes and other structural features
such as faults and dykes.

For UG2, the loss factors are Regolith, from 17% (measured) to
26% (inferred); Mining Footprint, 15% (measured and indicated); and Remnant,
from 24% (indicated) to 25% (measured and inferred).

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

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

Table 7a. Paschaskraal and Klipfontein Farms UG2 Reef
Measured and Indicated Resources1,4Over a minimum
width of 0.90 metre

Horizon
    Category
    Tonnes(millions)
    4E2(g/t)
    Pt3(g/t)
    Pd3(g/t)
    Rh3(g/t)
    Au3(g/t)Regolith
    Measured
    0.97
    6.33
    2.74
    2.99
    0.49
    0.11Indicated
    1.43
    6.45
    2.74
    3.08
    0.52
    0.12MiningFootprint
    Measured
    7.17
    6.74
    2.80
    3.28
    0.55
    0.12Indicated
    0.07
    7.04
    2.91
    3.41
    0.60
    0.13Remnant
    Measured
    16.71
    6.40
    2.71
    3.05
    0.54
    0.11Indicated
    55.95
    6.56
    2.77
    3.14
    0.53
    0.11Total
      Measured + Indicated
    82.30
    6.53
    2.76
    3.13
    0.53
    0.11


---

- 58 -

Table 7b. Paschaskraal and Klipfontein Farms UG2 Reef
Inferred Resources1,4Over a minimum width of 0.90
meter

Horizon
    Tonnes (millions)
    4E2 (g/t)
    Pt3 (g/t)
    Pd3 (g/t)
    Rh3 (g/t)
    Au3 (g/t)Regolith
    1.13
    6.28
    2.68
    2.99
    0.50
    0.11Remnant
    67.36
    6.47
    2.72
    3.09
    0.54
    0.11Total
      Inferred
    68.49
    6.47
    2.72
    3.09
    0.54
    0.11


For the Merensky Reef, a geological loss factor of 27% has been
applied to each horizon.

Table 8a. Paschaskraal and Klipfontein Farms Merensky
Reef Measured and Indicated Resources1,4Over a
minimum width of 0.90 meter

Horizon
    Category
    Tonnes (millions)
    4E2 (g/t)
    Pt3 (g/t)
    Pd3 (g/t)
    Rh3 (g/t)
    Au3 (g/t)Regolith
    Measured
    0.83
    4.05
    2.44
    1.25
    0.14
    0.23Indicated
    4.15
    4.16
    2.52
    1.23
    0.13
    0.28Remnant
    Measured
    7.54
    4.35
    2.63
    1.33
    0.15
    0.24Indicated
    44.05
    4.70
    2.94
    1.30
    0.17
    0.28Total
      Measured + Indicated
    56.57
    4.61
    2.86
    1.29
    0.17
    0.27


Table 8b. Paschaskraal and Klipfontein Farms 
  Merensky Reef
Inferred Resources1,4Over a minimum width of 0.90
meter

Horizon
    Tonnes (millions)
    4E2 (g/t)
    Pt3 (g/t)
    Pd3 (g/t)
    Rh3 (g/t)
    Au3 (g/t)Remnant
    57.51
    4.40
    2.67
    1.30
    0.16
    0.28


Mineral Resources for the Avoca and De Kamp farms were
estimated over a minimum 0.9 meter width, but honouring reef widths (0.96 meter
for UG2 and 1.3 meters for Merensky). Grade, width and specific gravity were
derived from the up-dip resources for Paschaskraal (for De Kamp) and Klipfontein
(for Avoca). Geological loss factor applied was 32% for Merensky Reef tonnage
and an average of 25% for the UG2. The inferred mineral resources are estimated
to be:

Table 9. Avoca and DeKamp Farms Inferred
Resources1,4Over a minimum width of 0.90 meter

Deposit
    Tonnes (millions)
    4E2 (g/t)
    Pt3 (g/t)
    Pd3 (g/t)
    Rh3 (g/t)
    Au3 (g/t)Merensky
      Reef
    122.50
    4.48
    2.71
    1.33
    0.16
    0.28UG2
    118.11
    6.49
    2.73
    3.11
    0.54
    0.12


Notes to Tables 7, 8 and 9: The above tables were compiled
from the October 2007 Technical Report.1A mineral resource is an
inventory of mineralization that, under realistically assumed and justifiable
technical and economic conditions, might become economically viable. A mineral
resource that is not a mineral reserve does not have demonstrated economic
viability. 24E = Pt + Pd + Rh + Au.3 Grades for
individual elements are estimated from prill assays to tally 4E.
4The numbers represent 100% of the Ga-Phasha resource of which
51% is attributable to Anooraq.

---

- 59 -

The resource estimates were completed under the supervision of
Gordon Chunnett, Pr.Sci.Nat., of Anglo Platinum Limited, who is a qualified
person as defined by Canadian Securities Administrators, National Instrument
43-101.

The October 2007 technical report stated, at metal prices of
USD778/oz for Pt, USD288/oz for Pd, USD1, and 374/oz for Rh and USD400/oz for Au
and a ZAR: USD exchange rate of 8.16, the cut-off grades for the UG2 and
Merensky Reefs would be 1.76 g/t and 2.6 g/t 4E, respectively.

|Recent Exploration and Plans for
      2009
|-------------------------------------------

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

Engineering and other work directed toward completion of a
prefeasibility level study was initiated near the end of 2006. The plan was to
complete a Phase 1 study to exploit the UG2 reef to a depth of some 650 meters
below surface; identify a single preferred option by which to proceed to a
bankable feasibility phase; and contemplate and assess optimization of economies
of scale between Anooraq and Anglo Platinum operations in the area, and in that
regard, evaluate the possible usage of joint infrastructure and processing
facilities between Anglo Platinum's adjacent Twickenham Platinum Mine and
Ga-Phasha. Studies on mining method and infrastructure were undertaken. Labour,
socio-economic and environmental studies were also done.

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

Prefeasibility work was deferred while the Company focused on
the Lebowa Transaction.

The Platreef Project

|Agreements
|----------

Anooraq holds a 51% interest in the Kwanda and Boikgantsho
Projects through "Lebowa Holdco" as described under Section B above. Further
details of Anooraq's interests in the Central Block and Rietfontein properties
are given under Property Description below.

|Location and Property Description
|---------------------------------

The Platreef Properties are located near the town of Mokopane
in South Africa, approximately 275 kilometres northeast of Johannesburg. The
property holdings comprise all or parts of 20 mineral properties, totalling
37,492 hectares. These are divided into four areas: the Central Block, the
Rietfontein Block and the North and South Blocks (the Kwanda Project) and the
Boikgantsho Project.

---

- 60 -



Figure 3. Property Holdings, Platreef Project

No surface rights have been secured on these properties to
date. Once the required area has been established, it would be necessary to
negotiate a purchase agreement with the surface rights owner(s). Prices are
expected to range between ZAR 2,000/hectare ($294) and ZAR 5,000/hectare ($736)
depending on the infrastructure required to be developed on the farms.

Prospecting or mineral rights are listed in the table
below:

---

- 61 -

Table 10. Platreef Mineral Rights

Property or
      Farm
    Type and status of mineral rightsNorth Block: Ham 699 LR Gilead 729 LR
      Elberfield 731 LR Gideon 730 LR Chlun 735 LR Swerweskraal
      736 LR South Block: Rondeboschje 295 KR Cyferkuil 321
      KR Haakdoornkuil 323 KR Vaalkop 325 KR Naboomfontein 320 KR
    New order prospecting rights in all
      properties have been granted and are in the process of being
      notarially executed. Conversion application for the old order
      prospecting rights to new order prospecting rights has already
      been lodged and approval is still pending. Legal opinion has confirmed
      that Plateau Resources, together with its partners, are competent
      applicants for conversion since they held old order prospecting rights
      to these properties.Central Block: Portion 2 of the Farm
      Elandsfontein 766 LR Malokongskop 780 LR Drenthe 778 LR
      Portion 1 of the farm Elandsfontein LR Hamburg 737 LR Portion
      2 (a portion of portion 1) of Dorstland 768 LR Portion 3 (a portion of
      portion 1) of Dorstland 768 LR Remaining Extent of the Farm Witrivier
      77 LR Noord Holland 775 LR Portion 1 of the Farm Witrivier 77 LR
      Mineral Area 1, excluding Mineral Area 2, on the Remaining Extent
      of Dorstland 768 LR Remaining Extent of Portion 1 of Dorstland 768 LR
    New order prospecting rights in
      properties 1 to 5 have been granted and are in the process of being
      notarially executed. Conversion application for the old order
      prospecting rights to new order prospecting rights in properties 6 to
      12 has already been lodged and approval is still pending. Legal
      opinion has confirmed that Plateau Resources, together with its
      partners, are competent applicants for conversion since they held old
      order prospecting rights to these properties.Rietfontein Block: Rietfontein 2 KS
    New order prospecting right in this property
      has been granted and is in the process of being notarially
      executed.


|Central Block
|-------------

The Central Block consists of eight farms acquired by Plateau
prior to its agreements with Anglo Platinum. It also includes one portion of the
Dorstland farm acquired by way of an agreement with Rustenberg (see Kwanda
Project below). Rietfontein 2KS, Drenthe 778LR, Witrivier 777LR and Dorstland
768LR were acquired through an agreement with Pinnacle Resources in 1999.
Drenthe and Witrivier are now part of the Boikgantsho Project and Rietfontein is
part of the Rietfontein Block as described below. Others are administered by the
DME.

|Rietfontein Block
|-----------------

In October 2001, Plateau entered into an agreement with African
Minerals Limited, now Ivanhoe Platinum ("Ivanplats"), whereby Ivanplats had the
right to earn a 50% joint venture interest in the Company's 2,900 hectares
Rietfontein 2KS Farm. Under the terms of this agreement, Ivanplats was to incur
at least CAD 750,000 in expenditures pursuant to exploration activities
undertaken on Rietfontein 2KS 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
2KS.

There continues to be disagreement over whether Ivanplats ever
presented an 'exploration program' as contemplated by the parties and their
agreement. Further disagreement exists with respect to the

---

- 62 -

expenditure budgets, compilation and analysis of the
exploration results, and the overall adequacy and completeness of Ivanplats'
exploration activities. This affects whether or not Ivanplats completed its
earn in requirements. Plateau and Ivanplats are currently in discussions over
these matters, both outside of and within a formal arbitration process, pursuant
to the terms of the earn-in agreement. The outcome of the discussions and
arbitration are not currently determinable.

|Kwanda Project (North Block and South
      Block)
|--------------------------------------------------

In May 2002, the Company completed an agreement with Rustenburg
Platinum Mines Limited RPM, a wholly owned subsidiary of Anglo Platinum, for the
right to acquire up to an 80% interest in twelve PGM properties located on the
Northern Limb of the Bushveld Complex.

Under the agreements with Anglo Platinum, the Company acquired
an initial 50% interest in the PGM rights to the twelve farms and could maintain
this interest by making staged exploration expenditure totaling ZAR 25 million
within five years. The Company spent ZAR 2.5 million in year one, ZAR 5 million
in year two, and is required to spend ZAR 5 million in each of years three and
four and ZAR 7.5 million in year five. The Company has not completed its
exploration expenditure requirement from year three to five, and both parties
mutually agreed to suspend indefinitely the expenditures requirements for years
three to five.

If a mineral resource is identified, the Company can earn an
additional 30% interest by bringing the property into commercial production. RPM
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 RPM's
interest and any participation in the venture by a Historically Disadvantaged
South African partner will be provided out of Anooraq's interest

As of July 1, 2009, the Joint Venture agreements terminated and
Kwanda Platinum Mine (Proprietary) Limited, a private company incorporated under
the laws of South Africa, a wholly owned subsidiary of Holdco, owns the
respective interest in and assets relating to the Kwanda Project.

|Boikgantsho Project (Drenthe, Witrivier and
      Overysel North)
|-----------------------------------------------------------------

In November 2003, the Company announced that it had entered
into a Joint Venture Agreement (the "Boikgantsho JV") with Potgietersrust
Platinum Limited, a wholly owned subsidiary of Anglo 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 a portion of 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 with the potential to utilize nearby milling, smelting and refining
facilities which could provide substantial cost advantages to a new mining
project. The Company contributed its rights to the Drenthe 778LR farm on which a
large PGM-nickel resource has been outlined in the Drenthe deposit, and will
contribute the Witrivier 777LR farm if the deposit extends north on to Witrivier
777LR. PPRust is contributing its rights to the northern portion of the Overysel
815LR farm which lies south of and contiguous to the Drenthe 778LR farm.

Pursuant to the terms of the Joint Venture Agreement, the
Company and Anglo Platinum formed an initial 50/50 Joint Venture to explore
these farms for a period of up to five years. During that period, Anooraq would
operate the exploration programs, and spend up to ZAR 12.35 million (of which
the entire amount has been spent) on behalf of the Boikgantsho JV. Anooraq would
then have the option to proceed on a year-by-year basis and to take the project
to a bankable feasibility study ("BFS") level.

---

- 63 -

Once a 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 would be determined in proportion to the relative value of the metals
contained in each contributed property as reflected in the BFS. Anooraq or Anglo
Platinum, as the case may be, each has the right to make a cash payment to the
other party or to fund additional capital contributions to equalize their
respective contributions. During development, the Boikgantsho JV would be
seeking a Black Economic Empowerment partner to participate in the project
(which may be Anooraq itself) with the original Boikgantsho JV partners dividing
the remaining interest.

Should the Company choose not to proceed, Anglo Platinum has
the option of acquiring the Company's interest at the aggregate of (i) the net
present value of exploiting the Company'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 (as defined in the agreement) incurred by the
Company up to the completion of the BFS. Should Anglo Platinum decide not to
contribute to exploitation, its interest will be diluted over time pursuant to a
formula taking into account expenditure on the project by the contributory
parties. Anglo Platinum will remain entitled to a minimum 12.5% non-contributory
interest, adjusted depending on the final PGM royalty to be established under
the Royalty Bill, to a maximum of 15%.

Anglo Platinum has the right 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.

As of July 1, 2009 the Joint Venture agreements terminated and
Boikgantsho Platinum Mine (Proprietary) Limited, a private company incorporated
under the laws of South Africa, a wholly owned subsidiary of Holdco, owns the
respective interest in and assets relating to the Boikgantsho Project.

Accessibility,
  Climate, Local Resources, Infrastructure and Physiography

Access from Johannesburg to the central portion of the Platreef
Project area is via highway N1 to the city of Mokopane, then 35 kilometres to
the north northwest via well maintained secondary roads. There are nearby
highways, railways, and high capacity electrical transmission lines.

The climate is semi-arid with moderate winter temperatures in
the 20 degrees C range, typically increasing to 35 degrees 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.

The terrain is relatively flat, with a mean elevation of 1,100
metres; therefore, there are no prohibitive physical obstacles to inhibit
exploration of the Platreef Properties. Vegetation is generally sparse and
consists mostly of various thorn bushes.

---

- 64 -

|Geological Setting and
      Mineralization
|-------------------------------------------

Regional mapping, geophysical data and drilling at various
spacing's suggest that the Platreef extends for some 12 kilometres on the
Platreef property. PGM mineralization within this 70-250 metres thick succession
is commonly associated with pyrrhotite (iron sulphide), chalcopyrite (copper
sulphide) and pentlandite (nickel sulphide).

The entire Platreef rock package is mineralized to some extent,
containing anything from 100 parts per billion (ppb) up to approximately 10,000
ppb PGM in places. The configuration of a mineralized zone is therefore a
function of chosen cut-off grade typically, in the range 0.5 g/t to 1.0 g/t, and
not confined to individual rock units. Nevertheless, these chemically defined
zones typically form 'layer-like' bodies, or 'reefs' in South African
terminology, which lie sub-parallel to the general igneous strike and dip of the
Platreef rock package.

The weathering profile is variable and can extend as deep as 66
metres. Generally, less than 50% of drill holes exhibit any degree of strong
weathering, to a mean depth of 14.2 metres.

---

- 65 -

Sampling and Analysis, and Security of Samples

The flow chart in Figure 4 illustrates the sampling and
analytical protocol for the Platreef cored drill holes.



Figure 4. Analytical flow sheet

The boxed core was picked up at the drill rig and transported
to a secure core logging facility near Mokopane for geotechnical logging,
geological logging, sample selection, quality control designation and sampling
by Anooraq personnel. Half core is retained at the secure Anooraq warehouse near
Mokopane. Master pulps are also retained at the warehouse. Pulps remaining after
analyses at Acme have been shipped for long term storage at Anooraq's secured
warehouse at Port Kells, B.C.

Anooraq monitored the sampling and analytical procedures of the
project with a detailed quality assurance/quality control (QAQC) program.
Typically, the additional analytical work involved in the QAQC program was
greater than 10% of the basic analytical requirement for a project. The QAQC
program was separate from the internal procedures used by the analytical
laboratories.

---

- 66 -

|Estimates of Mineralization
|---------------------------

Resource estimates were completed for the Drenthe and Overysel
North deposits as outlined by drilling to mid-September 2004. Indicated and
inferred resources for the deposits are tabulated below:

|Cautionary Note to Investors
      Concerning Estimates of Indicated Resources                                                                                                                                                                                                                                                                                                                 
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|This section uses the term "indicated resources". The
      Company advises investors that while this term is recognized and required
      by Canadian regulations, the U.S. Securities and Exchange Commission does
      not recognize it. Investors are cautioned not to assume that any
      part or all of mineral deposits in this category will ever be converted
      into reserves.

Table 11. Boikgantsho Project Indicated Mineral Resources
Nov 2004 at a USD20 GMV/t cut-off

Deposit
    Tonnes (millions)
    3E (g/t)
    Pt (g/t)
    Pd (g/t)
    Au (g/t)
    Ni (%)
    Cu (%)Drenthe
    132.24
    1.25
    0.53
    0.62
    0.09
    0.14
    0.09Overysel
      North
    44.42
    1.64
    0.67
    0.87
    0.10
    0.10
    0.06Total
    176.66
    1.35
    0.57
    0.69
    0.09
    0.13
    0.08


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

Table 12. Boikgantsho Project Inferred Mineral Resources
Nov 2004 at a USD20 GMV/t cut-off

Deposit
    Tonnes (millions)
    3E (g/t)
    Pt (g/t)
    Pd (g/t)
    Au (g/t)
    Ni (%)
    Cu (%)Drenthe
    88.64
    1.16
    0.49
    0.58
    0.09
    0.15
    0.09Overysel
      North
    15.71
    1.63
    0.65
    0.88
    0.10
    0.11
    0.06Total
    104.35
    1.23
    0.52
    0.63
    0.09
    0.14
    0.09


Notes to Tables 11 and 12: Based on December 2004 Technical
Report. Numbers represent 100% of the mineral resources, of which 51% are
attributable to Anooraq. A mineral resource that is not a mineral reserve does
not have demonstrated economic viability. 3E = Pt + Pd + Au Gross Metal
Value per tonne (GMV/t) is sum of Pt, Pd, Au, Cu and Ni grades multiplied by the
following metal prices: Pt  USD650/oz; Pd  USD250/oz; Au  USD375/oz; Ni 
USD4/lb; Cu  USD1/lb.

G.J. van der Heever, Pr.Sci.Nat., of GeoLogix, an independent
qualified person, is responsible for the resource estimate described in
technical reports filed at www.sedar.com.

|Recent Exploration and Plans for
      2009
|-------------------------------------------

Work on the Platreef Properties, including the Boikgantsho
prefeasibility study, was deferred in 2006 and 2007 as the Company focused its
financial resources on the Ga-Phasha Project, and further deferred in 2008 and
2009 as the Company focused on the completion of the Lebowa Transaction. It is
expected that the pre-feasibility work may be resumed in 2010.

---

- 67 -

|4A | UNRESOLVED STAFF COMMENTS
|-- | -------------------------

None.

---

- 68 -

|ITEM 5 | OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|------ | --------------------------------------------

Overview

The Company's financial statements have been prepared in
accordance with Canadian generally accepted accounting principles ("Canadian
GAAP"). Note 13 to the financial statements provides descriptions of the
material measurement differences between Canadian GAAP and US GAAP as they
relate to the Company and a reconciliation to US GAAP of the Company's financial
statements.

Prior to the completion of the Lebowa Transaction, Anooraq's
results of operations have been 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 has been difficult to evaluate the success of
operations in a fiscal period by reference to the financial statements given
that results were more appropriately measured by an evaluation of the minerals
discovered and/or confirmed. Anooraq's operating activities did not occur on a
regular or periodic basis and were subject to the economic realities of metals
prices and equity financing conditions for natural resource exploration issuers.
Accordingly, it has not been 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
$0.03 to $0.08 over the last three fiscal periods), Anooraq is of the view that
its share price has not varied in accordance with the loss per share statistic
but rather Anooraq's share price has varied with the price of the underlying
market for platinum group metals, the outlook for these metals and the outlook
for the Company's projects.

Anooraq's consolidated financial statements have been prepared
assuming Anooraq will continue as a going concern; which contemplates the
realization of assets and settlement of liabilities in the normal course of
operations as they come due. The Company has completed the acquisition of the
Lebowa operating mine, effective July 1, 2009, which will result in immediate
cash flows from operations. Debt and equity financing to complete the
transaction and provide financing for on-going operations were put in place, as
described above. The Company expects that it will have adequate resources to
fund its activities or pay its liabilities in the foreseeable future.

For additional details respecting five year historical exchange
rates, see Item 3 - "Key Information". The outlook for Anooraq's assets
primarily relates to the outlook for platinum group metals. For information
relating to the historical prices for platinum group metals, see Item 5D -
"Trend Information" below.

| | A. | Operating Results
| | -- | -----------------

Fiscal 2008 Compared to Fiscal 2007

The Company incurred a loss of $13,485,667 for the year ended
December 31, 2008 compared to a loss of $14,296,131 for the year ended December
31, 2007. The decrease in the loss for the year resulted primarily from a lower
share based compensation charge of $5,385,502 as compared to $8,707,519 in the
previous year due to fewer share options issued and a reduction in exploration
costs. The reduction in the loss was partially offset by an increase in
personnel costs of $1,610,273 and an increase in office and administration costs
mainly due to rental of premises relating to the South African operations.

Exploration expenditures decreased in the year ended December
31, 2008 to $341,943 as compared to $852,891 incurred for the year ended
December 31, 2007. The cost is primarily due to payments related to

---

- 69 -

preserving the prospecting rights and of meeting joint venture
costs on the Ga-Phasha Project as no. No significant costs were incurred on PGM
exploration activities.

Legal, accounting and audit for the period ended December 31,
2008 increased to $576,330 in comparison to $416,745 for the previous year
mainly due to increased legal and advisory fees and costs incurred relating to
the Lebowa Transaction. The delays in implementation of the transaction also
impacted this increase as documentation was updated in conjunction with the
revision and postponement of the closing dates of the transaction.

Office and administration for the year ended December 31, 2008
amounted to $905,877 in comparison to $451,908 spent for the year ended December
31, 2007. The increase is due to an increase in property costs due to the
Company moving to larger premises in South Africa in anticipation of the
completion of the Lebowa Transaction. Conference and travel costs of $421,469
were incurred during the year ended December 31, 2008 in comparison to the
$492,106 incurred during for the same period of fiscal 2007 largely due to
reduced overseas travelling by management and a decrease in attendance at
industry conferences.

Consulting costs for the year ended December 31, 2008 increased
to $309,377 in comparison to $177,809 spent for the same period of fiscal 2007
largely due to tax related consulting expenses associated with revised reporting
requirements in the US. United States. Salaries and benefits amounted to
$3,626,962 in the year ended December 31, 2008 in comparison to $2,016,689 for
the same period in the prior year. The increased staff expenditure is due to the
increase in staff and the payment of agreed performance bonuses relating to the
Lebowa Transaction.

Trust and filing for the year ended December 31, 2008 decreased
to $183,111 in comparison to the $269,503 incurred for the year ended December
31, 2007 primarily as a result of decreased expenditure relating to the
Company's various stock exchange listings. The accounting charge relating to
share based compensation decreased to $5,385,502 for the year ended December 31,
2008, compared to $8,707,519 incurred for same period in fiscal 2007. This is
due to fewer share options being awarded in the 2008 year as compared to the
year ended December 31, 2007.

The Company recorded interest expense of $1,985,653 for the
year ended December 31, 2008 in comparison to $2,042,711 incurred for the same
period of fiscal 2007. The increased prime overdraft rate of 15.5% was partially
offset by the strengthening of the Canadian dollar against the South African
rand. Prime overdraft interest rates declined to 14.5% in the first quarter of
2009 and are expected to decrease further in the coming months.

Interest income amounted to $179,119 for the year ended
December 31, 2008, in comparison to $799,985 for the same period of fiscal 2007
as a result of lower cash balances.

The Company recorded a foreign exchange gain of $426,785 for
the year ended December 31, 2008 in comparison to a gain of $588,115 for the
same period of fiscal 2007. The gain is due to the strengthening of the Canadian
dollar against the South African Rand over the course of the year ended December
31, 2008. A significant amount of the Company's liabilities including the Term
loan are denominated in South African Rand.

Hunter Dickinson Services Inc. ("HDSI") is a private company
owned equally by several public companies, one of which is Anooraq. HDSI
provides geological, corporate development, administrative and management
services to, and incurs third party costs on behalf of the Company on a full
cost recovery basis, pursuant to an agreement dated December 31, 1996. For the
year ended December 31, 2008, HDSI billed Anooraq $1,302,304 as compared to
$798,330 for the year ended December 31, 2007 for such services and cost
reimbursements.

---

- 70 -

Fiscal 2007 Compared to Fiscal 2006

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

Exploration expenses for the year ended December 31, 2007
amounted to $852,891 in comparison to $720,463 spent for the year ended December
31, 2006. The exploration expenses for the year ended December 31, 2007 were
mainly incurred on the Ga-Phasha project. No drilling expenses were incurred for
the year ended December 31, 2007 compared to $376,406 spent for the year ended
December 31, 2006. Assays and analysis expenditures amounted to $200 spent for
the year ended December 31, 2007 in comparison to $38,393 expended for the year
ended December 31, 2006. Geological and consulting costs for the year ended 2007
were $789,731 compared to $64,030 spent for the year ended December 31, 2006.
Engineering costs decreased to $19,784 from $141,784 incurred for the year ended
December 31, 2006. The cost of site activities was $12,717 compared to $34,484
spent for the year ended December 31, 2006. Site activity costs are principally
associated with maintaining the field office in South Africa, but also include
activities associated with the geological programs.

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

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

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

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

---

- 71 -

For the year ended December 31, 2007, HDSI billed Anooraq
$798,330 as compared to $1,023,633 for the year ended December 31, 2006 for such
services and cost reimbursements.

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

| | B. | Liquidity and Capital Resources
| | -- | -------------------------------

The Company has completed the acquisition of the Lebowa
operating mine, effective July 1, 2009, which will result in immediate cash
flows from operations. Debt and equity financing to complete the transaction and
provide financing for on-going operations were put in place, as described above.
The Company expects that it will have adequate resources to fund its activities
or pay its liabilities in the foreseeable future.

Fiscal 2008 Compared with Fiscal 2007

At December 31, 2008, working capital was $587,726 compared to
$4,988,101 at December 31, 2007 inclusive of the current portion of the RPM
loan. Working capital excluding the current portion of the RPM loan was
$2,323,389 compared to $6,880,298 at December 31, 2007.

The cash position at December 31, 2008 was approximately $3.8
million (held mainly in South African rand, ZAR 28.8 million) which was received
from the RPM loan advance. The Company reached an agreement with Anglo Platinum
in November 2008 whereby Anglo Platinum agreed to provide an additional ZAR 30
million to the Company by increasing the existing loan to Plateau, from ZAR 70
million to ZAR 100 million and agreed to defer interest payments owing in terms
of the existing loan to the final closing of the Lebowa transaction.

During the year under review the Company had a cash inflow of
$2 million resulting from the exercise of share options.

The Company's long term debt obligations are denominated in
South African Rand. Long term debt obligations have been presented at an
exchange rate of 1 CAD = ZAR 7.63 the closing rate in effect on December 31,
2008. Since then, the South African rand weakened to 1 CAD = ZAR 8.05 by mid
March 2009, and then rebounded to 1 CAD= ZAR 6.66 by June 30, 2009.

Fiscal 2007 Compared with Fiscal 2006

At December 31, 2007, the Company had working capital of
$4,988,101 as compared to $12,142,860 at the end of the 2006 year. The cash
position at December 31, 2007 was $7,131,821.

Financial Instruments

Currency hedging

Anooraq keeps its financial instruments denominated in Canadian
dollars and do not engage in any hedging operations with respect to currency or
in-situ minerals. Funds in excess of Anooraq's immediate needs are invested in
short term near-cash investments pending the requirements for the funds. 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. The Company has not entered into any
derivative or other financial instruments to mitigate this foreign exchange
risk.

---

- 72 -

Interest rate hedging

As a consequence of the financing arrangement with Standard
Chartered Bank, the Company, through Plateau Resources, entered into an interest
rate hedging arrangement whereby Plateau is required to hedge 50% (fifty
percent) of the interest payable on the aggregate amount of the rollup interest
loan of ZAR 250 million outstanding under the Debt Facility for a period
beginning on the date upon which Plateau is notified that such hedging is
required by SCB, until the Debt Facility is repaid in full. As at 1 July 2009,
the interest rate hedge was fixed at a swap rate of 8.925 %.

Material Commitments for Capital Expenditures

At December 31, 2008 and July 1, 2009, the Company had no
material commitments for capital expenditures.

| | C. | Research and Development, Patents and
      Licenses, etc.
| | -- | ----------------------------------------------------------

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
| | -- | -----------------

Platinum prices have been increasing for the past three years,
averaging USD900/oz in 2005, USD1, 145/oz in 2006, and USD1, 314/oz in 2007.
Prices increased in the first half of 2008 but decreased in the latter part of
the year as a result of global economic conditions, and averaged USD1,575/oz.
Platinum prices in 2009 have averaged USD1,097/oz to the date of this Annual
Report

Palladium prices averaged approximately USD201/oz in 2005,
USD323/oz in 2006 and USD358/oz in 2007. Palladium prices strengthened in early
2008 as consumers considered substitution from platinum, but decreased in the
latter part of the year, averaging USD381/oz. Palladium prices have been
increasing in 2009, and have averaged USD216/oz to the date of this Annual
Report.

Overall, gold prices have been increasing for more than three
years. Although there was some volatility in 2006 and early 2007, the average
price increased to US$871/oz in 2008. Prices have continued to be strong in
2009, averaging USD915/oz to the date of this Annual Report.

| | E. | Off-Balance Sheet Arrangements
| | -- | ------------------------------

The Company does not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on its
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
is material to investors.

---

- 73 -

| | F. | Tabular Disclosure of Contractual
      Obligations
| | -- | ---------------------------------------------------

As at fiscal yearend December 31, 2008, the Company had the
following contractual obligations:

|                            | Payments due by period
|--------------------------- | ----------------------
|                            |                       
|                            | Total                 
|Contractual obligation      | nil                   
|Long term debt obligations  | $ 18.9M               
|Operating lease obligations | $ 1.5M                
|Purchase obligations        | nil                   
|Other                       | nil                   
|Total                       | nil                   

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

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

The Company's long term debt obligations are denominated in
South African Rand ("ZAR"). Payments and settlement on the obligation is
denominated in ZAR. Long term obligations have been presented at an exchange
rate of 1 CAD = 7.63 ZAR.

| | G. | Safe Harbor
| | -- | -----------

The safe harbor provided in Section 27A of the Securities Act
and Section 21E of the Exchange Act applies to forward-looking information
provided pursuant to Item 5.E and F above.

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- 74 -

|ITEM 6 | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|------ | ------------------------------------------

| | A. | Directors and Senior Management
| | -- | -------------------------------

Name and Occupation

The following section sets out the names of members of the
Board of Directors, all major offices and positions with the Company and any of
its significant affiliates each now holds, each director's principal occupation,
the period of time during which each has been a director of the Company and the
number of Common Shares beneficially owned by each, directly or indirectly, or
over which each exercised control or direction, as at July 1, 2009.

The information as to the number of Common Shares beneficially
owned, controlled or directed is not within the knowledge of the management of
the Company and has been furnished by the respective nominees as reported in
their filings at http://www.sedi.ca. The term of
office of Scott Cousens, Robert Dickinson, David Elliott and Popo Molefe expired
at the end of the annual and extraordinary general meeting of the Company held
on June 15, 2009, and such persons were did not stand for re-election.

Name,
      age, position with the Company and province or state and country
      of residence
    Period(s)
      as a Director of the Company
    Common Shares
      beneficially owned, controlled or directed
    Percentage of outstanding Common
      Shares beforeimplementation of the Lebowa
      Transaction, issuances of Common Shares to the Share
      Ownership Trusts, the Financing Arrangements and the
      Compensation Transactions(18)
    Percentage of outstanding Common
      Shares afterimplementation of the Lebowa
      Transaction, the issuances of Common Shares to then Share
      Ownership Trusts, the Financing Arrangements, and the
      Compensation Transactions(18)Fikile Tebogo DE BUCK (49)(audit committee) *
      Non-Executive Director Gauteng, South Africa
    Since September 2008
    Nil
    
    Anu DHIR (37)(audit committee)(4)+Non
      Executive Director London, England
    Since July 2008
    Nil(13)
    
    Iemrahn HASSEN (52) * Chief Financial Officer
      Gauteng, South Africa
    Since July 2008
    53,266(7)
    
    Wayne KIRK (65)(3)(5)(8)@Non
      Executive Director Washington, United States
    Since July 2005
    3,000(8)
    
    


---

- 75 -

Name,
      age, position with the Company and province or state and country
      of residence
    Period(s)
      as a Director of the Company
    Common Shares
      beneficially owned, controlled or directed
    Percentage of outstanding Common
      Shares before implementation of the Lebowa
      Transaction, issuances of Common Shares to the Share
      Ownership Trusts, the Financing Arrangements and the
      Compensation Transactions(18)
    Percentage of outstanding Common
      Shares after implementation of the Lebowa
      Transaction, the issuances of Common Shares to then Share
      Ownership Trusts, the Financing Arrangements, and the
      Compensation Transactions(18)Philip KOTZE (49) * Director, President and Chief
      Executive Officer Gauteng, South Africa
    Since July 2008
    55,000(14)
    
    Harold MOTAUNG (39) * Director and Chief Operating
      Officer Gauteng, South Africa
    Since September 2004
    8,361,068(1)(9)(indirectly
      held)
    4.4(1)(indirectly held)
    2.0(1)(indirectly held)Tumelo MOTSISI (46)(4)* Executive Director
      and Deputy Chairman Gauteng, South Africa
    Since September 2004
    14,401,998(2)(10)
      (directly and indirectly held)
    7.6(2)(indirectly held)
    3.4(2)
      (indirectly held)Sipho NKOSI (54)(nom & gov and comp committees *
      Non Executive Director Gauteng, South Africa
    Since November 2004
    Nil(11)
    
    Rizelle SAMPSON (33) * Non Executive Director
      Gauteng, South Africa
    Since September 2004
    Nil(12)
    
    Ronald THIESSEN (56) #Executive Director
      British Columbia, Canada
    Since April 1996
    771,325(6)(directly held)
    0.4 (directly held)
    0.2 (directly held)


|(1) | Indirect holdings being 70 of the 1,000 ordinary shares
      in the issued and outstanding share capital of Pelawan, multiplied by the
      number of Common Shares (117,588,040) held by the Pelawan Trust.                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Indirect holdings being 120 of the 1,000 ordinary shares
      in the issued and outstanding share capital of Pelawan, multiplied by the
      number of Common Shares (117,588,040) held by the Pelawan Trust and a
      direct holding of 525,000 Common Shares.
|(3) | Member of the Audit Committee.                                                                                                                                                                                                                                     
|(4) | Member of Compensation Committee.                                                                                                                                                                                                                                  
|(5) | Member of Nominating and Governance Committee.                                                                                                                                                                                                                     
|(6) | Mr. Thiessen holds 120,000 options to purchase Common
      Shares at an exercise price of $1, 29 per share expiring on June 30, 2013.                                                                                                                             
|(7) | Mr. Hassen holds options to purchase 126,000 Common
      Shares at an exercise price of $1.29 per share expiring on October 15,
      2012 and 424,000 options to purchases Common Shares at an exercise price
      of $0,96 per share expiring on June 29.2014. 
|(8) | Mr. Kirk holds options to purchase 360,000 Common Shares
      at $1, 29 per share expiring on December 15, 2012.                                                                                                                                                  
|(9) | Mr. Motaung holds options to purchase 535,000 Common
      Shares at an exercise price of $1.29 per share expiring on June 30, 2013.                                                                                                                               

---

- 76 -

|(10) | Mr. Motsisi holds options to purchase 525,000 Common
      Shares at an exercise price of $1.29 per share expiring on June 30, 2013
      and 975,000 Common Shares at $1.29 per share expiring on December 15,
      2012.                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(11) | Mr. Nkosi holds options to purchase 100,000 Common Shares
      at an exercise price of $1.29 per share expiring on December 17, 2010 and
      240,000 Common Shares at $1.29 per share expiring on December 15,
    2012.                             
|(12) | Ms. Sampson holds options to purchase 100,000 Common
      Shares at an exercise price of $1.29 per share expiring on December 17,
      2010 and 240,000 Common Shares at $1.29 per share expiring on December 15,
      2012.                         
|(13) | Ms. Dhir holds options to purchase 120,000 Common Shares
      at an exercise price of $1.29 per share expiring on June 25,
  2013.                                                                                                                     
|(14) | Mr. Kotze holds options to purchase 796,000 Common Shares
      at an exercise price of $1.29 per share expiring on June 25,
  2013.                                                                                                                    
|(15) | The changes to the directors' holdings of Common Shares
      is as a result of the issue of Common Shares to the Pelawan Trust as
      described more fully in "Financing the Acquisition" as well as pursuant to
      the Compensation Transactions.

* Nationality - South African, business address Anooraq
Resources Corporation, 4th Floor, 82 Grayston Drive, Sandton, 2146 #
Nationality - Canadian, business address: Anooraq Resources Corporation, Suite
1300  777 Dunsmuir Street, Vancouver, British Columbia, V7Y 1K2 
+ Nationality -
British, business address: Anooraq Resources Corporation, 4th Floor, 82 Grayston
Drive, Sandton, 2146
@ Nationality -American, business address: Anooraq
  Resources Corporation, Suite 1300  777 Dunsmuir Street, Vancouver, British
Columbia, V7Y 1K2

The following are the biographies for the current directors of
Anooraq.

FIKILE TEBOGO DE BUCK, CCA  Non Executive Director

Ms. De Buck is a Fellow of the Association of Chartered
Certified Accountants FCCA (UK) and has extensive experience in business
operations and financial affairs with companies in the mining sector. She holds
a BA degree in Economics and Accounting from the University of Swaziland. Ms. De
Buck is currently a non-executive director of Harmony Gold Mining Company Ltd.
("Harmony") and is a member of various board committees of Harmony including the
Audit Committee. She has also served in various positions at the Council for
Medical Schemes in South Africa.

Ms. De Buck is, or was within the past 5 years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToHarmony Gold
      Company Ltd.
    Director
    April
      2006
    PresentRand Uranium (Pty)
      Ltd.
    Director
    January 2008
    PresentAnooraq Resources
      Corporation
    Director
    September
      2008
    Present


ANU DHIR, B.A., JD  Non Executive Director

Anu Dhir holds a BA from the University of Toronto and a JD
from Quinnipiac University in Hamden, Connecticut. Ms. Dhir has extensive
experience in international business, operations and legal affairs in private
equity and publicly-held companies in the mining, oil and gas, and technology
sectors. Ms. Dhir is currently the Vice President, Corporate Development of
Katanga Mining Limited ("Katanga"). Prior to joining Katanga, she held various
strategy and business development positions with CC Capital Partners Group,
Easton Drilling Fund LP, Andina Minerals Inc., GeoLogistics Corp and Gateway
Inc. She has also helped finance and lead private companies into the public
markets.

Ms. Dhir is, or was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToAnooraq Resources
      Corporation
    Director
    July
      2008
    PresentKatanga Mining Limited
    Director
    March
      2004
    November 2004


---

- 77 -

Company
    Positions Held
    
    From
    ToVice President, Development
    Corporate
    January 2006
    PresentAndina Minerals
      Inc.
    Officer
    
    January 2006
    November 2006


IEMRAHN HASSEN, CA  Chief Financial Officer, Director and
Secretary

Iemrahn Hassen has 33 years of experience in the service,
manufacturing and mining sectors. He received his Chartered Accountant
designation in 1991. For the past two years he has worked as a financial
consultant in the mining sector for Mintek and Gold Fields Limited. Prior to
that, he was the CFO for Mobile Telephone Networks in South Africa for two
years, spent three years as the Senior Manager of Finance of Gold Fields
Limited, and spent one and a half years with the accounting firm Deloitte &
Touché. From October 1974 to January 1999, he worked for several companies in
the service and manufacturing sectors, rising from Group Accountant in the early
1980s to roles of Business Development Manager and Financial Manager for
Samancor Limited in June 1997. Mr. Hassen commenced his role as Chief Financial
Officer for Anooraq on June 1, 2007.

Mr. Hassen is, or was within the past five years, a director of
the following public company:

Company
    Positions Held
    From
    ToAnooraq Resources
      Corporation
    Director
    July
      2008
    Present


PHILIP KOTZE, GDE, NHD  President, Chief Executive Officer
and Director

Mr. Kotze is qualified as a mining engineer and has over 26
years of experience in the mining industry, including holding operational and
executive positions at AngloGold Limited, Kalahari Goldridge Mining Company
Limited and Harmony Gold Mining Company Limited. A graduate of the University of
Witwatersrand with a Graduate Diploma in Engineering (Mining Economics), Mr.
Kotze also holds a National Higher Diploma in Metalliferous Mining (WITS
Technikon) as well as qualifications in Industrial Relations (UNISA) and
Management (WITS Business School).

Mr. Kotze is, or was within the past five years, a director of
the following public companies:

Company
    Positions Held
    From
    ToAnooraq Resources
      Corporation
    Director
    July
      2008
    Present


WAYNE KIRK, LLB  Non Executive Director

Wayne Kirk is a retired California State Attorney and
Professional Consultant. With over 35 years professional experience, Mr. Kirk
also has over 9 years senior executive experience in the mining industry.

Mr. Kirk is a citizen of the United States and is a resident of
Washington. A Harvard University graduate, Mr. Kirk received his law degree in
1968. From 1992 to 2001, Mr. Kirk was the Vice President, General Counsel and
Corporate Secretary of Homestake Mining Company. Prior to his retirement in June
2004, he spent two years as Special Counsel for the law firm, Thelen Reid &
Priest, in San Francisco.

---

- 78 -

Mr. Kirk is, or was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToAnooraq Resources
      Corporation
    Director
    July
      2005
    PresentGabriel Resources
      Ltd.
    Director
    June
      2008
    PresentGreat Basin Gold
      Ltd.
    Director
    July
      2004
    PresentNorthern Dynasty
      Minerals Ltd.
    Director
    July
      2004
    PresentTaseko Mines Ltd.
    Director
    July
      2004
    Present


HAROLD MOTAUNG, BSc, MBA  Director and Chief Operating
Officer

Harold Motaung was employed at the Free State and Vaal River
operations of Anglo American Corporation of South Africa Limited for six years
as a mining engineer and as a production supervisor. Mr. Motaung then moved to
the DME as a director within the Mine Inspectorate. As a Deputy Chief Inspector,
he was responsible for implementing the Mine, Health and Safety Act.
Subsequently he was appointed Chief Director within the Mine Inspectorate. His
portfolio included the gold, platinum and coal operations of South Africa.

In Mr. Motaung's capacity as a Chief Director of the Mine
Inspectorate, he was appointed on numerous boards of government - associated
institutions including the National Nuclear Reactor, the Deep Mining Board and
the Mining Qualifications Authority. Mr. Motaung also chaired the Mines Research
Board, which administered a mining safety fund. He also represented the South
African government in a number of international and bi-national engagements with
foreign countries, and was a member of the DME executive team responsible for
the briefs and presentations at the Parliamentary Portfolio Committee on the
status of minerals and energy within the country, which culminated in the
enactment of the MPRD Act. Mr. Motaung left the DME to establish a mining and
geological consultancy, African Minerals Professionals (Pty) Ltd. Mr. Motaung
has been a director of Anooraq since September 2004.

Mr. Motaung is, or was within the past five years, a director
of the following public company:

Company
    Positions Held
    From
    ToAnooraq Resources
      Corporation
    Director
    September 2004
    Present


TUMELO MOTSISI, BA, LLM, MBA  Director and Executive Deputy
Chairman

Tumelo Motsisi is a prominent South African businessperson with
experience in the South African financial services, mining and energy sectors.
Between 1994 and 1998 he was employed first as a senior manager and then as a
director within the negotiated benefits division of the sizeable South African
financial services company, Alexander Forbes Limited.

In 1998 he established Kopano Ke Matla Investment Company, the
investment arm of South Africa's largest trade union federation, the Congress of
South African Trade Unions. He was subsequently appointed as the Chief Executive
Officer of Kopano Ke Matla. Mr. Motsisi recently resigned his position as
Executive Chairperson of Prosperity Holdings, a financial services company
established between

---

- 79 -

Kopano Ke Matla, NBC Financial Services and Peregrine Holdings,
in order to pursue his interests in the mining and energy sectors. Mr. Motsisi
is a member and director of several South African private companies. Mr. Motsisi
has been a director of Anooraq since September 2004 and is not a director of any
other public companies. Mr. Motsisi was the President and Acting CEO of Anooraq
from September 2007 until July 1, 2008 when Mr. Kotze was appointed. At that
point, Mr. Motsisi took on the role of Executive Deputy Chairman of the company.

Mr. Motsisi is, or was within the past five years, a director
of the following public company:

Company
    Positions Held
    From
    ToAnooraq Resources Corporation
    Director
    September 2004
    PresentPresident and Acting CEO
    September 2007
    July
      2008Deputy
      Chairman
    July
      2008
    Present


SIPHO NKOSI, B.Comm, MBA  Non Executive Director

Mr. Nkosi holds a Bachelor of Commerce degree from the
University of South Africa and a Master of Business Administration from the
University of Massachusetts in the eastern United States. He has an extensive
background in the mining and power industries. He is a founder, and current
Chief Executive Officer, of Eyesizwe Coal (Pty) Ltd ("Eyesizwe"). Eyesizwe is
one of the country's largest coal producers. Prior to founding Eyesizwe in 2001,
Mr. Nkosi spent three years with Asea Brown Boveri Sub Sahara Africa (Pty) Ltd
and Alstom SA (Pty) Ltd, initially as Managing Director of ABB Power Generation
(SA) ,), and then as Country Manager of ABB/Alstom Power until December 2000.
>From 1993 to 1997, he was Marketing Manager for Billiton Ltd., an international
mining company.

Mr. Nkosi is, or was within the past five years, a director of
the following public companies:

Company
    Positions Held
    From
    ToAnooraq Resources
      Corporation
    Director
    November 2004
    PresentExxaro Resources
      Limited
    Director and CEO
    November 2006
    PresentGreat Basin Gold
      Ltd.
    Director
    August
      2003
    PresentSanlam Limited
    Director
    March
      2006
    Present


RIZELLE SAMPSON, H. Dip Education  Non Executive Director

Ms. Sampson holds a Certificate in Telecommunications Policy,
Regulation and Management from the University of Witwatersrand and a Higher
Diploma in Education from the University of the Western Cape.

Ms. Sampson has previously held the positions of Portfolio
Administrator (Institutional Clients) at Investec Asset Managers, Chief of Staff
at the Ministry of Communications and Manager (Office of the CEO) at Sentech
Ltd. She is a co-founder and executive director of African Footprint Investment
Holdings (Pty) Ltd ("AFIH"), an investment holding company that is wholly black
women owned and managed. Ms. Sampson represents AFIH on the boards of Tellumat
(Pty) Ltd, Sail (Pty) Ltd and IPSA Group PLC. She is also a member of the
Sentech Educational Fund Advisory Board and the chairperson of the board of the
National Electronic Media Institute of South Africa (NEMISA). Ms. Sampson has
been a director of Anooraq since September 2004.

---

- 80 -

Ms. Sampson is, or was in the past five years, a director of
the following public company:

Company
    Positions Held
    From
    ToAnooraq Resources
      Corporation
    Director
    September 2004
    PresentIndependent Power Producer Southern Africa Group PLC
      (IPSA Group PLC
    Director
    January 2008
    Present


RONALD THIESSEN, CA  Executive Director

Ronald Thiessen is a Chartered Accountant with professional
experience in finance, taxation, mergers, acquisitions and re-organizations.
Since 1986, Mr. Thiessen has been involved in the acquisition and financing of
mining and mineral exploration companies. Mr. Thiessen is a director of and is
employed by HDSI, a company providing management and administrative services to
several publicly-traded companies and focuses on directing corporate development
and financing activities.

Mr. Thiessen's role within Anooraq is that of an executive
director who assists in providing general management and financial services to
the Company. He assists with corporate financings and corporate development,
including transaction evaluation, management and implementation. He also assists
with the general marketing of Anooraq.

Mr. Thiessen is, or was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToAnooraq Resources Corporation
    Director
    April
      1996
    PresentPresident and Chief Executive Officer
    September 2000
    August 2007Amarc Resources Ltd.
    Director
    September 1995
    PresentPresident and Chief Executive Officer
    September 2000
    PresentContinental Minerals Corporation
    Director
    November 1995
    PresentPresident and Chief Executive Officer
    September 2000
    January 2006Co-Chairman
    January 2006
    PresentDetour Gold Corporation
    Director
    July
      2006
    PresentChairman
    July
      2006
    March
      2009


---

- 81 -

Company
    Positions Held
    From
    ToFarallon Resources Ltd.
    Director
    August
      1994
    PresentPresident and Chief Executive Officer
    December 1999
    September 2004Co-Chairman
    September 2004
    December 2005Chairman
    December 2005
    PresentGreat Basin Gold Ltd.
    Director
    October 1993
    PresentPresident and Chief Executive Officer
    September 2000
    December 2005Co-Chairman
    December 2005
    November 2006Chairman
    November 2006
    PresentNorthern Dynasty Minerals Ltd.
    Director
    November 1995
    PresentPresident and Chief Executive Officer
    November 2001
    PresentRockwell Diamonds Inc.
    Director
    November 2000
    September 2007President and CEO
    November 2000
    September 2006Chairman
    September 2006
    September 2007Taseko Mines Ltd.
    Director
    October 1993
    PresentPresident and Chief
    September 2000
    July 2005Executive Officer Co-Chairman
    July 2005
    May 2006Chairman
    May
      2006
    PresentTri-Gold Resources
      Corp.
    Director
    July
      1992
    December 2006


---

- 82 -

JOEL KESLER,B Com, LLB (Cum Laude) UCT 
Corporate & Business Development

Joel Kesler is a qualified lawyer with extensive experience in
the mining and metals industry. In 2002, Mr. Kesler was instrumental in
establishing Pelawan, the BEE Company which today is the controlling shareholder
of Anooraq. In 2003, Mr. Kesler joined the Anooraq Executive Management Team and
now is responsible for Anooraq's corporate finance and business development
portfolios.

Mr. Kesler is not and has not been, within the past five years,
a director of any public company.

| | B. | Compensation
| | -- | ------------

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee

The Company has a Compensation Committee to assist the Board of
Directors in carrying out its responsibilities relating to executive and
director compensation. The Compensation Committee has the following duties,
responsibilities and authority:

| | (a) | To recommend to the Board of Directors the form and
      amount of compensation to be paid by the Company to the Directors,
      including compensation to be paid in consideration of a director acting on
      a committee of the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | To review and approve corporate goals and objectives
      relating to the compensation of the Company's executive officers,
      including the CEO, CFO and other senior officers (collectively, the
      "Officers") if applicable. The Compensation Committee will evaluate the
      performance of the Officers in light of those goals and review and
      recommend to the Board the officers' annual compensation and incentive or
      equity plan participation levels and bases of participation.
      Recommendations of compensation will include salary, bonus, and other
      incentive compensation.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | To review and recommend to the Board on an annual basis
      the evaluation process and compensation structure for the Company's other
      employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (d) | Based upon input and recommendations from the officers,
      to review the Company's incentive compensation plans and recommend changes
      in such plans to the Board of Directors as needed and to review and submit
      to the Board of Directors recommendations concerning new incentive
      compensation plans.                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (e) | To administer the Company's stock option and other equity
      based compensation plans and determine the grants of stock options and
      other equity based compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (f) | To prepare and publish any annual executive compensation
      report in the Company's annual information form or proxy
  statement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

The Compensation Committee is composed of Anu Dhir (the
Committee Chairperson), Sipho Nkosi, both of whom are independent directors, and
Tumelo Motsisi who is a non-independent director. During the year the committee
met twice and the proceedings at such meetings were documented in the form of
meeting minutes.

---

- 83 -

In this section "Named Executive Officer" (or "NEO") means each
of the following individuals:

| | (a) | the Chief Executive Officer ("CEO");                                                                                                                                                                                                                                                                                                                 
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                      
| | (b) | the Chief Financial Officer ("CFO");                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                      
| | (c) | each of the three most highly compensated executive
      officers, or the three most highly compensated individuals acting in a
      similar capacity, other than the CEO and CFO, at the end of the most
      recently completed financial year whose total compensation was,
      individually, more than $150,000 for that financial year; and
| |     |                                                                                                                                                                                                                                                                                                                                                      
| | (d) | each individual who would be a NEO under paragraph (c)
      but for the fact that the individual was neither an executive officer of
      the company, nor acting in a similar capacity, at December 31,
  2008.                                                                                                                                   

Report on Executive Compensation

This report on executive compensation has been authorized by
the Compensation Committee. The Board assumes responsibility for reviewing and
monitoring the long-range compensation strategy for the senior management of the
Company although the Compensation Committee guides it in this role. As part of
its mandate, the Board determines the type and amount of compensation for the
Company's executive officers. In addition, the Board reviews the methodology
utilized by the Company for setting salaries of employees throughout the
organization.

The Company's Compensation Committee receives competitive
market information on compensation levels for executives. The Company's
compensation policies and programs are designed to be competitive with similar
junior mining exploration companies and to recognize and reward executive
performance consistent with the success of the Company's business.

Philosophy and Objectives

The compensation program for the senior management of the
Company is designed to ensure that the level and form of compensation achieves
certain objectives, including:

| | (a) | attracting and retaining talented, qualified and
      effective executives;   
| | --- | -------------------------------------------------------------------------------
| |     |                                                                                
| | (b) | motivating the short and long-term performance of these
      executives; and  
| |     |                                                                                
| | (c) | better aligning their interests with those of the
      Company's Shareholders.

In compensating its senior management, the Company has employed
a combination of base salary, bonus compensation and equity participation
through its stock option plan.

Base Salary

In the Board's view, paying base salaries that are competitive
in the markets in which the Company operates is a first step to attracting and
retaining talented, qualified and effective executives. The NEOs are paid a
salary in order to ensure that the compensation package offered by the Company
is in line with that offered by other companies in our industry, and as an
immediate means of rewarding the NEO for efforts expended on behalf of the
company.

---

- 84 -

The salary to be paid to a particular NEO is determined by
gathering competitive salary information on comparable companies within the
industry from a variety of sources, including surveys conducted by independent
human resource consultants (both national and international). Payment of a cash
salary fits within the objective of the compensation program since it rewards
the NEO for performance of his or her duties and responsibilities.

The compensation of the Chief Executive Officer is approved
annually by the Board of Directors. Base salary and bonus levels are determined
taking into account independent market survey data.

Bonus Compensation

The Board considers performance, shareholder benefits,
competitive factors and other matters in awarding bonuses. There were no bonuses
awarded in 2008. However, pursuant to a bonus arrangement approved by the Board
in 2007 whereby a cash bonus equal to 100% of annual base salary, payable 50% on
signing of the Acquisition Agreements and 50% on the Closing Date of the
Acquisition, the first tranche of the bonus was paid in January 2008 to Tumelo
Motsisi ($167,000), Harold Motaung ($137,500) and Joel Kesler ($121,500).

Effective July 1, 2009, on completion of the Lebowa Transaction
a further bonus will be paid to Tumelo Motsisi ($175,350), Harold Motaung
($144,375), Joel Kesler ($127,575) and Iemrahn Hassen ($59,125). See
"Particulars of Matters to be Acted Upon  Compensation Transactions". No other
bonus arrangements have been agreed although certain NEOs will be awarded bonus
compensation based on objectives as agreed by the Board once the operations are
in full production.

Equity Participation

The Company has in place the Stock Option Plan dated for
reference May 21, 2004, as amended June 17, 2005 and again on June 15, 2009. The
terms of the Plan are described below at "Stock Option Plan.." The Stock
Option Plan is designed to foster and promote the long-term financial success of
the Company by strengthening the ability of the Company to attract and retain
highly competent employees, motivate performance through incentive compensation,
promote greater alignment of interests between employees and shareholders in
creating long-term shareholder value, and enable employees to participate in the
long-term growth and financial success of the Company. Stock options are granted
to senior executives taking into account a number of factors, including the
amount and term of options previously granted, base salary and bonuses and
competitive factors. At least annually, the Compensation Committee reviews the
grants of stock options to directors, management, employees and consultants.

Given the evolving nature of the Company's business, the Board
continues to review and redesign the overall compensation plan for senior
management so as to continue to address the objectives identified above.

The Compensation Committee recommends to the Board for approval
stock options to facilitate consideration of target direct compensation to
executive officers. Options are granted at other times of the year to
individuals commencing employment with the Company

Performance Graph

The following graph compares the total cumulative Shareholder
return for $100 invested in Common Shares on December 31, 2003 with the
cumulative total return of the TSX Venture Composite Index and the Toronto Stock
Exchange 300 Index, for the five most recently completed financial years.

---

- 85 -



SUMMARY COMPENSATION TABLE

|                          |      |         |            | Non-equity incentive |           |         |             
|------------------------- | ---- | ------- | ---------- | -------------------- | --------- | ------- | ------------
|                          |      |         |            | plan compensation    |           |         |             
|                          |      |         |            |                      | Long-     |         |             
|                          |      |         | Option     | Annual               | term      |         |             
|                          |      |         | based      | incentive            | incentive | Pension | All Other   
|Name                      | Year | Salary  | awards     | plans                | plans     | value   | Compensation
|                          |      | ($)     | ($)        | ($)                  | ($)       | ($)     | ($)         
|                          |      | (3)     | (4)        | (5)                  |           |         |             
|Phillip Kotze(1)          | 2008 | 200,000 | 1,359,428  | Nil                  | Nil       | Nil     | Nil         
|Director, President and   |      |         |            |                      |           |         |             
|Chief Executive Officer   |      |         |            |                      |           |         |             
|Iemrahn Hassen            | 2008 | 236,500 | Nil        | Nil                  | Nil       | Nil     | 3,094       
|Director                  | 2007 | 128,333 | 229,203    | Nil                  | Nil       | Nil     | Nil         
|Chief Financial Officer   |      |         |            |                      |           |         |             
|Tumelo Motsisi            | 2008 | 350,700 | 941,191    | 167,000              | Nil       | Nil     | 3,094       
|                          |      |         |            |                      |           |         |             
|Director                  | 2007 | 334,000 | 1,831,018  | Nil                  | Nil       | Nil     | Nil         
|Executive Deputy Chairman | 2006 | 235,000 | Nil        | 80,000               | Nil       | Nil     | Nil         
|Harold Motaung            | 2008 | 288,750 | 941,191(6) | 137,500              | Nil       | Nil     | 3,094       
|                          |      |         |            |                      |           |         |             
|Director                  | 2007 | 275,000 | 1,004,713  | Nil                  | Nil       | Nil     | Nil         
|Chief Operating Officer   | 2006 | 225,000 | Nil        | 35,000               | Nil       | Nil     | Nil         
|Joel Kesler               | 2008 | 255,150 | 941,191    | 121,500              | Nil       | Nil     | 3,094       
|                          |      |         |            |                      |           |         |             
|Corporate Finance and     | 2007 | 243,000 | 892,034    | Nil                  | Nil       | Nil     | Nil         
|Business Development      | 2006 | 205,000 | Nil        | 25,000               | Nil       | Nil     | Nil         
|Nicholas James(2)         | 2008 | 226,455 | Nil        | Nil                  | Nil       | Nil     | 2,836       
|Managing Director         | 2007 | 51,895  | 455,324    | Nil                  | Nil       | Nil     | Nil         
|Operations                |      |         |            |                      |           |         |             

---

- 86 -

Notes:

| | (1) | Mr. Kotze was appointed as Chief Executive Office on July
      1, 2008, and his salary reflects 6 months of his annual base salary of
      $400,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Mr. Nicholas James resigned his duties as Managing
      Director-Operations in November 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (3) | Compensation of the Company's South African executives is
      payable in Canadian dollars but is paid to each executive in South African
      Rand ("ZAR") at an exchange rate of 1 Canadian dollar = ZAR 7.70, being
      the average monthly rate in effect for the year ended December 31,
      2008.                                                                                                                                                                                                                                                                                                                                                                                                
| | (4) | The options granted in the 2007 and 2008 financial year
      were granted pursuant to the Stock Option Plan. (See section on Long Term
      Incentives  Stock Option Plan). For compensation purposes, the
      Black-Scholes option valuation model has been used to determine the fair
      value on the date of grant. The Black-Scholes option valuation is
      determined using the expected life of the stock option, expected
      volatility of the Company's common share price, expected dividend yield,
      and risk-free interest rate. The Black-Scholes grant date fair value for
      awards granted on June 25, 2008 and June 30, 2008 was 62% of the option
      exercise price.
| | (5) | The annual incentive figures for the year ended December
      31, 2008 are related to a bonus arrangement approved by the Board in 2007
      whereby a cash bonus equal to 100% of annual base salary, payable 50% on
      signing of the Lebowa Acquisition Agreements and 50% on the Closing Date
      of the Lebowa acquisition, the first tranche of the bonus was paid during
      the year to Tumelo Motsisi, Harold Motaung and Joel Kesler.                                                                                                                                                                                                                                                     
| | (6) | The Company cancelled Mr. Motaung's options to purchase
      525,000 Common Shares at an exercise price of $2.90 per share expiring on
      June 30, 2013, subsequent to the covered financial year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (7) | The NEOs who are also directors do not receive any
      compensation in their capacity as directors of the
  Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

Incentive Plan Awards  Option-based Awards

The Company currently has an option-based awards plan and does not have any other share based awards plan. At the annual and extraordinary general meeting of the shareholders of the Company held on June  15, 2009 all the share options issued was approved for repricing to $1.29.     The following table sets out all option-based awards outstanding as at December 31, 2008, for each NEO:

NAME
    Option-based AwardsNumber of securities
      underlying unexercised options
      (#)
    Option exercise
      price ($)
    Option expiration date
    Value of unexercised
      in-the-money options(1)
      ($)Phillip Kotze
    796,000
    1.29
    Jun.25.13
    NilIemrahn Hassen
    126,000
    1.29
    Oct.15.12
    NilTumelo Motsisi
    975,000 525,000
    1.29 1.29
    Oct.15.12 Jun.30.13
    Nil NilHarold Motaung
    535,000 525,000
    1.29 1.29
    Oct.15.12 Dec. 17.10
    Nil NilJoel Kesler
    475,000 525,000
    1.29 1.29
    Oct.15.12 Jun.30.13
    Nil Nil


Notes:

|(1) | The value at December 31, 2008 is calculated by
      determining the difference between the closing price of the Company's
      common shares at December 31, 2008 ($0.38/share) underlying the option on
      the TSX-V and the exercise price of the
options.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 87 -

Incentive Plan Awards  Value Vested or Earned During the
Year

The following table sets out all incentive plans (value vested
or earned) during the year ended December 31, 2008, for each NEO:

NAME
    Option based awards -
      Value vested during the
      year(1)
    Non-equity incentive plan
      compensation  value earned during yearPhillip Kotze
    Nil
    NilIemrahn Hassen
    Nil
    NilTumelo Motsisi
    Nil
    NilHarold Motaung
    Nil
    NilJoel Kesler
    Nil
    Nil


Notes:

|(1) | These amounts represent the aggregate dollar value that
      would have been realized if the options under the option-based award had
      been exercised on the vesting date. The value of each amount has been
      determined by taking the difference between the market price of the option
      at date of exercise and the exercise or base price of the option under the
      option-based award on the vest date.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Stock Option Plan

As noted above, the only equity compensation plan which the
Company has in place is the Stock Option Plan which was previously approved by
Shareholders on May 21, 2004, as amended June 17, 2005 and again on June 15,
2009. Amendments to the Stock Option Plan were most recently approved by Anooraq
shareholders at the annual and extraordinary general meeting of the Company held
on June 15, 2009. Such amendments to be implemented in respect of the Stock
Option Plan and the 8.061 million outstanding stock options are as follows:

| | (a) | to reprice 8.061 million currently outstanding stock
      options to decrease the exercise price of such stock options to $1.29,
      including stock options granted to certain insiders of the Company
      pursuant to the Repricing; and                                                                                                                                                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | to amend the Company's current stock option plan to
      increase the maximum number of Common Shares that may be issued pursuant
      to the stock option plan from 18,300,000 to 32,600,000 Common Shares less
      the 8,464,000 shares previously issued on exercise of options under the
      Plan, resulting in an increase in the number of Common Shares available
      for issuance pursuant to stock option grants made following the annual and
      extraordinary general meeting of the Company held on June 15, 2009 to
      16,300,000 Common Shares.

Repricing

Pursuant to the Repricing, the exercise price of the
outstanding stock options of the Company was reduced to $1.29, which was
determined in accordance the requirements of the TSX-V. The Board of Directors
determined that the Repricing was desirable to the Company in order to reflect
current market value of the Company's Common Shares and to incentivize the
management and employees of the Company and to better align their interests with
the interests of the Company.

---

- 88 -

The terms of the outstanding stock options at July 1, 2009 are
as follows:

ExerciseExpiry date
    
    price
    
    
    NumberDecember 17, 2010
    $
    .1.29
    
    
    1,285,000July 1, 2010
    $
    1.29
    
    
    119,000October 15, 2012
    $
    1.29
    
    
    4,205,000October 15, 2012
    $
    1.29
    
    
    126,000June 25, 2013
    $
    1.29
    
    
    916,000June 30, 2013
    $
    1.29
    
    
    1,410,0008,061,000


The Stock Option Plan is administered by the Compensation
Committee of the Board of Directors. The Stock Option Plan provides that options
will be issued to directors, officers, employees or consultants of the Company
or a subsidiary of the Company. All options typically expire five years after
the date of grant of such options.

Eligible Optionees

Under TSX-V policies, to be eligible for the issuance of a
stock option under the Stock Option Plan, an optionee must either be an
employee, director, officer, consultant or an employee of a company providing
management or other services to the Company 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 the TSX-V 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 stock option remains in effect
without the consent of the TSX-V.

Material Terms of the Plan

The following is a summary of the material terms of the Stock
Option Plan:

| | (a) | all options granted under the Stock Option Plan are
      non-assignable and non-transferable;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | for stock options granted to employees or service
      providers (inclusive of management company employees), the Company 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 the Company or of any of its subsidiaries;                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c) | options have a maximum term of ten years; although to
      date options have generally expired five years after the date of grant.
      Options terminate 30 days following the termination of the optionee's
      employment or other relationship with the Company, except in the case of
      retirement or death. In the case of retirement, options terminate 30 to 90
      days, at management's discretion, following retirement. In the case of
      death, options terminate at the earlier of one year after the event or the
      expiry of the option. Vesting of options is at the discretion of the
      Compensation Committee at the time the options are granted; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (d) | the minimum exercise price of an option granted under the
      Stock Option Plan must not be less than the closing price for shares of
      the Company as traded on the TSX-V on the last trading day before the date
      that the option is granted less allowable discounts as permitted by TSX-V
      (depending on the price at the time of grant).                                                                                                                                                                                                                                                                                                                                 

---

- 89 -

The following table sets out equity compensation plan
information as at July 1, 2009:

Number of Securities to be
      issued upon exercise of outstanding options,
      warrants and rights
    Weighted average exercise
      price of outstanding options, warrants and
      rights
    Number of securities remaining
      available for future issuance under equity
      compensationplans (excluding securities
      reflected in column (a))Plan Category
    (a)
    (b)
    (c)Equity compensation plans approved by security holders
       (the Share Plan)
    8,061,000
    1.29
    1,915,400Equity compensation plans not approved by security
      holders
    
    
    _Total
    8,061,000
    1.29
    1,915,400


PENSION PLAN BENEFITS

The Company has no pension plans for its directors, officers or
employees.

EMPLOYMENT CONTRACTS, TERMINATION AND CHANGE IN CONTROL
BENEFITS

There is no written employment contract between the Company and
any Named Executive Officer.

It is not expected that there will be any written contracts
between the Company and any directors which are appointed to the Board.

There are no compensatory plans or arrangements with the Named
Executive Officers that entitle a Named Executive Officer to receive more than
$100,000 from the Company as a result of the resignation, retirement or any
other termination of employment of the Named Executive Officers' employment, a
change in control of the Company or its subsidiaries or a change of the Named
Executive Officers' responsibilities following a change in control.

DIRECTOR COMPENSATION

Each director of the Company, who is not an executive officer,
but a independent director (namely, Sipho Nkosi, Wayne Kirk, Fikile Tebogo De
Buck, Rizelle Sampson and Anu Dhir) are paid an annual director's fee of
$35,000, plus an additional fee of $5,000 for the Audit Committee Chairperson
and $3,000 for other Committee Chairpersons. Executive officers do not receive
additional compensation for serving as directors. Directors who are affiliated
with HDSI (namely Ronald Thiessen) are paid a fee through Hunter Dickinson
Services Inc for their services based on time spent on the Company's matters
during the year. There is no written or oral contract between the Company or any
of its subsidiaries and any executive or non-executive director relating to
remuneration or fees payable or restraint payments.

The compensation provided to the directors, excluding a
director who is included in disclosure for an NEO for the Company's most
recently completed financial year of December 31, 2008 is:

---

- 90 -

Name of Director (9)
    Fees earned ($)(2)
    Option- based awards
      ($)(5)(6)
    Non-equity incentive plan
      compensation
    Total ($)Scott D.
      Cousens(1)
    106,597
    215,129
    Nil
    321,727Robert A.
      Dickinson(1)
    103,461
    215,129
    Nil
    318,590David
      Elliott(7)(1)
    40,000
    -
    Nil
    40,000Anu
      Dhir(3)
    25,083
    204,939
    Nil
    230,022Fikile De
      Buck(4)
    12,667
    -
    Nil
    12,667Wayne
      Kirk(8)
    38,000
    -
    Nil
    38,000Popo
      Molefe(1)
    35,000
    -
    Nil
    35,000Sipho Nkosi
    35,000
    -
    Nil
    35,000Rizelle Sampson
    35,000
    -
    Nil
    35,000Ronald W.
      Thiessen(1)
    152,218
    215,129
    Nil
    367,347


Notes:

|(1) | Director of HDSI.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(2) | Includes all fees awarded, earned, paid or payable in
      cash for services as a director, including annual retainer fees,
      committee, chair and meeting fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(3) | Anu Dhir joined the Company as a director in July
      2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(4) | Fikile De Buck joined the Company as a director in
      September 2008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(5) | The options granted in the 2008 financial year were
      granted pursuant to the Stock Option Plan. (See section on Long Term
      Incentives  Stock Option Plan). For compensation purposes, the
      Black-Scholes option valuation model has been used to determine the fair
      value on the date of grant. The Black-Scholes option valuation is
      determined using the expected life of the stock option, expected
      volatility of the Company's common share price, expected dividend yield,
      and risk-free interest rate. The Black-Scholes grant date fair value for
      awards granted on June 25, 2008 and June 30, 2008 was 62% of the option
      exercise price.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(6) | On June 25, 2008, Ms. Dhir was granted options to
      purchase 120,000 common shares at an exercise price of $2.76 per share
      expiring on June 25, 2013. On June 30, 2008, Messrs. Thiessen, Dickinson
      and Cousens were each granted options to purchase 120,000 common shares at
      an exercise price of $2.90 per share expiring on June 30, 2013.                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(7) | Audit Committee Chairman                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(8) | Nominating and Governance Committee Chairman                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(9) | Directors who are also NEO's and receive compensation for
      services as directors are included in the NEO summary compensation
      table.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

The following table sets out all option-based awards
outstanding as at December 31, 2008, for each director, excluding a director who
is already set out in disclosure for a NEO for the Company:

NAME
    Option-based AwardsNumber of securities underlying
      unexercised options (#)
    Option exercise price ($)
    Option expiration date
    Value of unexercised in-the-money
      options(1)($)Ronald Thiessen
    120,000
    1.29
    Jun.30.13
    Nil


---

- 91 -

NAME
    Option-based AwardsNumber of securities underlying
      unexercised options (#)
    Option exercise price ($)
    Option expiration date
    Value of unexercised in-the-money
      options(1)($)Wayne Kirk
    360,000
    1.29
    Oct.15.12
    NilDavid Elliott
    120,000 240,000
    1.29 1.29
    Dec.17.10 Oct.15.12
    Nil NilSipho Nkosi
    100,000 240,000
    1.29 1.29
    Dec.17.10 Oct.15.12
    Nil NilRizelle Sampson
    100,000 240,000
    1.29 1.29
    Dec.17.10 Oct.15.12
    Nil NilAnu Dhir
    120,000
    1.29
    Jun.25.13
    NilFikile De Buck
    -
    -
    -
    NilScott Cousens
    120,000
    1.29
    Jun.30.13
    NilRobert A.
      Dickinson
    120,000
    1.29
    Jun.30.13
    NilPopo Molefe
    200,000 440,000
    1.29 1.29
    Dec.17.10 Oct.15.12
    Nil Nil


Note:

| | (1) | The value at December 31, 2008 is calculated by
      determining the difference between the closing price of the Company's
      common shares on December 31, 2008 ($0.38) underlying the option on the
      TSX -V the exercise price of the options.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following table sets out all incentive plans (value vested
or earned) during the year ended December 31, 2008, for each director, excluding
a director who is already set out in disclosure for a NEO for the Company:

NAME
    Option based awards - Value
      vested during the year (1)
    Non-equity based incentive
      compensation  Value earned during yearRonald Thiessen
    Nil
    NilWayne Kirk
    Nil
    NilDavid Elliott
    Nil
    NilSipho Nkosi
    Nil
    NilRizelle Sampson
    Nil
    NilAnu Dhir
    Nil
    NilFikile De Buck
    Nil
    NilScott Cousens
    Nil
    NilRobert A.
      Dickinson
    Nil
    NilPopo Molefe
    Nil
    Nil


Note:

|(1) | These amounts represent the aggregate dollar value that
      would have been realized if the options under the option-based award had
      been exercised on the vesting date. The value of each amount has been
      determined by taking the difference between the market price of the option
      at date of exercise and the exercise or base price of the option under the
      option-based award on the vest date.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 92 -

Compensation Transactions

Anooraq has implemented the following Compensation
Transactions, which were approved by Shareholders on June 15, 2009:

| | (a) | pay Completion Bonuses payable by Anooraq to Tumelo
      Motsisi, Harold Motaung, Joel Kesler and Iemrahn Hassen in connection with
      the completion of the Acquisition in Common Shares instead of cash. Each
      of the aforementioned individuals played pivotal roles in respect of the
      Acquisition; and                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) | in addition to the replacement stock options issued on
      June 30, 2008, compensate Ronald Thiessen, Scott Cousens, Robert
      Dickinson, Joel Kesler and Tumelo Motsisi for the exercise of a portion of
      their vested and outstanding stock options in order to provide the Company
      with working capital, notwithstanding that the exercise of such stock
      options was prior to their expiry date of December 2010, and for their
      undertaking not to dispose of the Common Shares acquired through the
      exercise the stock options until the market for Common Shares stabilised,
      which is expected to be on the Closing Date. Such compensation was settled
      by the issuance of Common Shares.

The Completion Bonuses are as follows:

Name and Position
    Amount of Completion Bonus
      Payable $
    Number of Common Shares
      Issued (Issue price $1.11)Tumelo Motsisi, Executive Deputy Chairman
    175,350
    157,973Harold Motaung, Chief Operating Officer and Director
    144,375
    130,068Joel Kesler, VP, Business Development
    127,575
    114,932Iemrahn Hassen, Chief Financial Officer
    59,125
    53,266Total
    506,425


The Company settled the Completion Bonuses through the issuance
of Common Shares to each of the above persons at an issuance price equal to
$1.11, being the closing price of the Common Shares on the TSX-V on the business
day immediately prior to the announcement of the Acquisition and related
transactions on May 14, 2009.

During June 2008, the Company agreed with certain directors and
officers that such directors and officers would exercise a portion of their
vested and outstanding stock options in order to provide the Company with
working capital and not dispose of the Common Shares acquired through the
exercise of the stock options until the market for Common Shares stabilised,
which was expected to be on the Closing Date. The Company agreed with such
directors and officers that they would be compensated for the cost of the early
exercise of the stock options and restriction on trading by the payment of an
amount equal to the aggregate of interest at 13% per annum, from June 25, 2008
(being the date of exercise of the stock options) to the Closing Date on (i) the
exercise price of the stock options, and (ii) the tax payable by such directors
and officers in respect of the exercise of the stock options ("Option
Compensation").

---

- 93 -

The details of the stock options exercised and the compensation
in respect thereof is as follows:

Name
    Number of Stock Options
      Exercised
    Exercise Price
    Amount of Option
      Compensation
    Number of Common
      Shares Issued (Issue price $1.11)Tumelo Motsisi, Executive Deputy Chairman
    525,000
    $1.40
    147,658
    133,025Joel Kesler, VP, Business Development
    525,000
    $1.40
    140,336
    126,429Ronald Thiessen Director
    120,000
    $1.40
    33,746
    30,402Scott Cousens Director
    120,000
    $1.40
    33,746
    30,402Robert Dickinson Director
    120,000
    $1.40
    33,746
    30,402


The Company settled the Option Compensation through the
issuance of Common Shares to each of the above persons at an issuance price
equal to $1.11, being the closing price of the Common Shares on the TSX-V on the
business day immediately prior to the announcement of the Acquisition and
related transactions on May 14, 2009.

| | C. | Board Practices
| | -- | ---------------

|1. | Board of Directors
|-- | ------------------

Directors are considered to be independent if they have no
direct or indirect material relationship with the Company. A "material
relationship" is a relationship which could, in the view of the Company's Board
of Directors, be reasonably expected to interfere with the exercise of a
director's independent judgment. Examples of such material relationships include
employment relationships, officer positions, and recent employment by the
auditors and like matters. The number of independent and non-independent
directors is equal. The Company's Corporate Governance Policies and Procedures
Manual, which governs the conduct of the Board of Directors, are available on
the Company's website at http://www.anooraqresources.co.za.

The Board facilitates its independent supervision over
management in several ways including by holding regular board meetings and
committee meetings, and by retaining independent consultants where it deems
necessary.

The independent members of the Board of Directors of the
Company for 2008 were Fikile De Buck, Anu Dhir, David Elliott, Wayne Kirk, Popo
Molefe (Co-Chairman of the Board), Sipho Nkosi and Rizelle Sampson. Messrs.
Elliott and Molefe were not proposed nominees for re-election at the annual and
extraordinary general meeting of the Company held on June 15, 2009.

The non-independent directors for 2008 were Scott Cousens
(provides capital finance and investor relations services), Robert Dickinson
(Co-Chairman of the Board), Philip Kotze (President and Chief Executive
Officer), Harold Motaung (Chief Operating Officer), Tumelo Motsisi (Former
Acting President and Chief Executive Officer), Iemrahn Hassen (Chief Financial
Officer) and Ron Thiessen (former Chief

---

- 94 -

Executive Officer). Messrs. Dickinson and Cousens were not
proposed nominees for re-election at the annual and extraordinary general
meeting of the Company held on June 15, 2009. The Board intends to appoint a new
Chairman following such meeting.

The following table sets forth the record of attendance of
board and committee meetings by directors for the 12 months ended December 31,
2008.

Director
    Board Meetings
    Audit Committee
    Nominating and Governance
      Committee
    Compensation CommitteeScott Cousens
    4 of
      4
    Not
      applicable
    Not
      applicable
    Not
      applicableRobert Dickinson
    2 of
      4
    Not
      applicable
    Not
      applicable
    Not
      applicableAnu
      Dhir(3)(4)(5)
    2 of
      4
    2 of
      4
    Not
      applicable
    2 of
      2Fikile De
      Buck(6)
    1 of
      4
    1 of
      4
    Not
      applicable
    Not
      applicableDavid Elliott
      (1)(4)
    4 of
      4
    4 of
      4
    1of
      2
    Not
      applicableIemrahn Hassen
    4 of
      4
    Not
      applicable
    Not
      applicable
    Not
      applicablePhilip Kotze
    2 of
      4
    Not
      applicable
    Not
      applicable
    Not
      applicableWayne Kirk
      (2)(7)
    4 of
      4
    4 of
      4
    2 of
      2
    Not
      applicablePopo
      Molefe(5)(7)
    3 of
      4
    1 of
      4
    0 of
      2
    Not
      applicableHarold Motaung
    3 of
      4
    Not
      applicable
    Not
      applicable
    Not
      applicableTumelo
      Motsisi(3)(4)
    4 of
      4
    Not
      applicable
    Not
      applicable
    2 of
      2Sipho
      Nkosi(3)(4)(7)
    3 of
      4
    Not
      applicable
    1 of
      2
    2 of
      2Rizelle Sampson
    3 of
      4
    Not
      applicable
    Not
      applicable
    Not
      applicableRonald W. Thiessen
    4 of
      4
    Not
      applicable
    Not
      applicable
    2 of
      2


|Notes:
|------
|(1)   
|(2)   
|(3)   
|(4)   
|(5)   
|(6)   
|(7)   

|(vi) | Orientation and Continuing Education
|---- | ------------------------------------

The Company has traditionally retained experienced mining
people as directors and hence the orientation needed is minimized. When new
directors are appointed, they are acquainted with the Company's mineral projects
and the expectations of directors. Board meetings generally include
presentations by the Company's senior management and project staff in order to
give the directors full insight into the Company's operations.

|(vii) | Ethical Business Conduct
|----- | ------------------------

The Board has adopted a formal ethics policy, included as
Exhibit 3 to the Company's Corporate Governance Policies and Procedures Manual,
which is available for download from the Company's website
(www.anooraqresources.com). The Board also believes that the fiduciary duties
placed on individual directors by the Company's governing corporate legislation
and the common law and the restrictions placed by applicable corporate
legislation on an individual directors' participation in decisions of the Board
in which the director has an interest have been sufficient to ensure that the
Board operates independently of management and in the best interests of the
Company.

---

- 95 -

|(viii) | Nomination of Directors
|------ | -----------------------

The Board considers its size each year when it considers the
directors to recommend to the Shareholders for election at the annual meeting of
Shareholders, taking into account the number required to carry out the Board's
duties effectively and to maintain a diversity of views and experience. The
Board has a Nominating and Governance Committee, though the full Board retains
responsibility for the recommendation of directors to the Shareholders for
election.

|(ix) | Compensation
|---- | ------------

The Compensation Committee considers compensation for the
directors and senior executive officers and submits its compensation
recommendations to the Board for approval.

|(x) | Other Board Committees
|--- | ----------------------

The Board has no committees other than the Audit Committee,
Nominating and Governance Committee and Compensation Committee.

|(xi) | Assessments
|---- | -----------

The Board monitors the adequacy of information given to
directors, communication between the Board and management, and the strategic
direction and processes of the Board and committees. The Board and its
committees have initiated a self-assessment process.

The Board is satisfied with the overall project and corporate
achievements of the Company and believes this reflects well on the Board and its
practices.

| | D. | Employees
| | -- | ---------

At July 1, 2009, Anooraq had no direct employees in Canada.  There were 10 employees in South Africa who provide administrative and compliance functions to the Company.  The Company has, in the past, received many of its services from HDSI.  HDSI provided administrative, compliance and management services to Anooraq, pursuant to an administrative services agreement dated for reference December 31, 1996.  Substantially all of the administrative, compliance and management services have now been transitioned to South Africa.

The Company outsources many of its functions to professional
  consultancy and advisory firms.

The Lebowa Mine has approximately 4000 employees, including
approximately 15 of whom may be considered management.

| | E. | Share Ownership
| | -- | ---------------

Item 6.A. above sets out the names of members of the Board of
Directors, all major offices and positions with the Company and any of its
significant affiliates each holds as of July 1, 2009, each nominee's principal
occupation, the period of time during which each has been a director of the
Company and the number of Common Shares beneficially owned by each, directly or
indirectly, or over which each exercised control or direction.

---

- 96 -

|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 of 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 foreign government. On May 21, 2004, shareholders of the Company
approved an increase in the authorized share capital from 200,000,000 Common
Shares without par value to an unlimited number of Common Shares without par
value.

Under the British Columbia Securities Actinsiders
(generally officers, directors, and holders of 10% or more of Anooraq's shares)
are required to file insider reports of changes in their ownership within ten
days of 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 Canadian Securities Administrators website for
Insiders' Disclosure, www.sedi.ca.

As at July 1, 2009, to the knowledge of the directors and
executive officers of Anooraq, the only persons who beneficially own, directly
or indirectly, or control or direct, five percent (5%) or more of the issued and
outstanding Anooraq Shares are as follows:

Shareholder Name and Address
    Number of Shares Held
    Percentage of Issued Common SharesThe Pelawan Trust, as Trustee (1) Pelawan Investments
      (Proprietary) Limited, as Beneficiary 4th Floor, 82 Grayston Drive
      Sandton, 2196, South Africa
    117,588,040
    63.0%Mr Tumelo M. Motsisi (2) 4th Floor, 82 Grayston Drive
      Sandton, South Africa
    14,111,000 (Part of the 117,588,040
      shown above, see note 2 below)
    7.6%The Canadian Depository for Securities Limited ("CDS") (3)
      25 The Esplanade PO Box 1038 Stn A Toronto, ON M5W 1G5
    53,461,996
    28.9%


|(1) | These shares are registered in the name of Pelawan Trust,
      which holds such shares in trust for Pelawan pursuant to escrow
      arrangements described in Item 4.A.2. "Summary Corporate History and
      Intercorporate Relationships" above.                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                              
|(2) | Indirect holdings being 120 of the 1,000 ordinary shares
      in the issued and outstanding share capital of Pelawan, multiplied by the
      number of Common Shares of Anooraq (117,588,040) held by the Pelawan
      Trust.                                                                             
|    |                                                                                                                                                                                                                                                                                                              
|(3) | CDS is a clearing house for brokerage firms whose clients
      beneficially own the shares. Management of the Company is unaware of the
      beneficial ownership of the shares registered in the name of CDS although
      these figures may include shares of management held in brokerage
      houses.

As noted in the table above, the Company is indirectly
controlled by Pelawan as a result of the Pelawan transaction (see Item 4.A.2. 
"Summary Corporate History and Intercorporate Relationships", above).

The information in the table above was supplied by
Computershare Trust Company of Canada, the Company's registrar and transfer
agent, and by the individuals themselves.

---

- 97 -

As of July 1, 2009, prior to implementation of the Lebowa
Transaction, the number of registered shareholders of record (and the number and
percentage of shares held by such shareholders) is as follows

Number of registered
    Number of
    Percentage ofLocation
    shareholders of record
    shares
    total
      sharesCanada
    37
    54,485,252
    29.2%United States
    35
    3,987,005
    2.2%Other
    4
    128,167,750
    68.6%76
    186,640,007


Pursuant to the Lebowa Transaction the Company issued 4,497,062 common shares to the Bokoni Platinum Mine ESOP Trust and 9,799,505 to the Anooraq Community Participation Trust and as a result of the Compensation arrangements the Company Issued 806,898 Common Shares to directors and Officers. As of July 1, 2009 the Company has 201,743,472 Common shares outstanding.

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

| | B. | Related Party Transactions
| | -- | --------------------------

To the knowledge of management of the Company, no informed
person (a director, officer or holder of 10% or more of the Common Shares) or
nominee for election as a director of the Company or any associate or affiliate
of any informed person or proposed director had any interest in any transaction
which has materially affected or would materially affect the Company or any of
its subsidiaries during the year ended December 31, 2008, or has any interest in
any material transaction in the current year other than as set out herein.

Amendments to current Anooraq-Pelawan control structure

The Amendments to the Pelawan Agreements described under Item
4.B.1. above under the heading "The Amendments", constitute a "related party
transaction" (as such term is defined in Canadian Multilateral Instrument 61-101
("MI 61-101)")) because Pelawan and the Pelawan Trust are "related parties" (as
such term is defined in MI 61-101) of Anooraq. On June 15, 2009, the approval of
a majority of the votes cast by disinterested shareholders was obtained in
relation to the Amendments.

Share Settled Financing of the Lebowa Transaction

The Share Settled Financing described under Item 4.B.1. above
under the heading "Financing the Lebowa Transaction", constitutes a "related
party transaction" (as such term is defined in MI 61-101) because the SPV, a
wholly owned subsidiary of Pelawan, will be a "related party" (as such term is
defined in MI 61-101) of Anooraq. On June 15, 2009, the approval of a majority
of the votes cast by disinterested shareholders was obtained in relation to the
Share Settled Financing.

Compensation Transactions

The Compensation Transactions described under item 6.B. above
under the heading "Compensation Transactions", constitute "related party
transactions" (as such term is defined in MI 61-101) because, in respect of the
Completion Bonuses, Tumelo Motsisi, Harold Motaung, Joel Kesler and Iemrahn
Hassen as directors or officers of the Company are "related parties" (as such
term is defined in MI 61-101) of Anooraq and in respect of the Option
Compensation, Tumelo Motsisi, Joel Kesler, Ronald Thiessen, Scott Cousens and
Robert Dickinson are "related parties" (as such term is defined in MI 61-101) of
Anooraq. On June 15, 2009, the approval of a 75% majority of the votes cast by
disinterested shareholders in relation to the Compensation Transactions was
obtained.

---

- 98 -

Other related party transactions

| |                                |  |      |  |   | Year ended  |  |   | Year ended  |  |   | Year ended  | 
| | ------------------------------ |  | ---- |  | - | ----------- |  | - | ----------- |  | - | ----------- | 
| |                                |  | Note |  |   | December 31 |  |   | December 31 |  |   | December 31 | 
| | Services rendered
      by     |  | ref  |  |   | 2008        |  |   | 2007        |  |   | 2006        | 
| | Hunter Dickinson Services Inc. |  | (a)  |  | $ | 1,302,304   |  | $ | 798,330     |  | $ | 1,023,633   | 
| | CEC Engineering Ltd.           |  | (b)  |  |   | 4,927       |  |   | 26,589      |  |   | 127,781     | 
| |                                |  |      |  |   |             |  |   |             |  |   |             | 
| | Related party balances payable |  |      |  |   | December 31 |  |   | December 31 |  |   |             | 
| | (included in accounts payable) |  |      |  |   | 2008        |  |   | 2007        |  |   |             | 
| | Hunter Dickinson Services Inc. |  | (a)  |  | $ | 794,072     |  | $ | 44,042      |  |   |             | 
| | CEC Engineering Ltd.           |  | (b)  |  |   |            |  |   | 1,567       |  |   |             | 
| |                                |  |      |  | $ | 794,072     |  | $ | 45,609      |  |   |             | 

|(a) | Hunter Dickinson Services Inc. ("HDSI") is a private company owned equally by several publicly traded exploration and mining companies (one of which is Anooraq) and is managed by persons who include a director of the Company.    HDSI is a service-provider corporation which has been providing geological, engineering and administration services for 20 years to companies that are exploring, developing and producing from mineral properties.  HDSI allocates the cost of staff input into projects, such as the Company's projects, based on the time records of involved personnel.  Costs of such personnel and third party contractors are billed to the participating public companies on a full cost recovery basis (inclusive of HDSI staff costs and overhead) for amounts which are considered by the Company management to be at a cost that is competitive with arm's-length suppliers.
  The shares of HDSI are owned by each of the participating public corporations (including the Company) for as long as HDSI's services are being retained by such participating company.  However, a participant surrenders its single share of HDSI at the time of termination of the standard form of services agreement.  The agreement can be cancelled on 30 days' notice.  HDSI is managed by certain current and former directors of the Company
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(b) | During the year ended December 31, 2008, the Company paid
      $4,927 (2007  $26,589, 2006  $127,781) to CEC Engineering Ltd ("CEC"), a
      private company owned by a former director, for engineering and project
      management services at market rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Directors and officers of Anooraq may from time to time serve
as directors of and have interests, either directly or indirectly, in other
companies involved in natural resource exploration and development. As a result,
a director of Anooraq may be presented, from time to time, with situations which
give rise to an apparent conflict of interest. On any conflict situation, a
director may abstain from voting on resolutions of the Board of Directors that
evoke such conflict in order to have the matter resolved by an independent
Board, or the situation may be presented to the shareholders of Anooraq for
ratification. In any event, the directors of Anooraq must, in accordance with
the laws of British Columbia, act honestly and in good faith and in the best
interests of Anooraq, and must exercise the care, diligence and skill of a
reasonably prudent person in dealing with the affairs of Anooraq.

Management Contracts

The Company has ten employees, the majority of whom work in
Johannesburg. The Company has, in the past, received many of its administrative
services from HDSI.

HDSI provides administrative, compliance and management
services to Anooraq, pursuant to an administrative services agreement dated for
reference December 31, 1996. HDSI is a private company owned equally by eight
publicly traded exploration and mining companies (one of which is the Company)
and is managed by persons who include a director of the Company. Substantially
all of the administrative, compliance and management services have now been
transitioned to Anooraq.

HDSI is a private company owned equally by several publicly
traded exploration and mining companies (one of which is Anooraq) and is managed
by persons who include a director of the Company. HDSI is a service-provider
corporation which has been providing geological, engineering and administration

---

- 99 -

services for 20 years to companies that are exploring,
developing and producing from mineral properties. HDSI is owned by eight public
resource companies, including Anooraq. The other nine public companies that own
HDSI include: Amarc Resources Ltd., Continental Minerals Corporation, Farallon
Resources Ltd., Taseko Mines Limited, Quartz Mountain Resources Ltd., Casamiro
Resource Corporation, Northern Dynasty Minerals Ltd., and Rockwell Ventures Inc.
Anooraq and the other public companies listed above each own one share of
HDSI.

As an umbrella organization, HDSI provides both cost and
expertise advantages to the companies through access to a shared
multidisciplinary team of mining and financial professionals. This includes:
management capability, geological, engineering and environmental expertise,
financial acumen, and administrative and support services. In addition, HDSI
organizes and shares leased premises and office and technical equipment for
staff to perform their duties. As of July 1, 2009, HDSI employed or retained on
a substantially full-time basis, 20 geoscientists, of which 11 are professional
geologists/P.Geo.); an engineering staff of 10, of which 7 are professional
mining, mechanical or geological engineers (P.Eng.), 20 accountants and
approximately 50 management, administrative or support personnel.

HDSI has supervised mineral exploration projects in Canada
(British Columbia, Manitoba, Ontario, Québec, Yukon and Northwest Territories)
and internationally in Alaska, Brazil, Nevada, Mexico and South Africa. HDSI
allocates the cost of staff input into projects, such as the Company's projects,
based on the time records of involved personnel. Costs of such personnel and
third party contractors are billed to the participating public companies on a
full cost recovery basis (inclusive of HDSI staff costs and overhead) for
amounts which are considered by the Company management to be at a cost that is
competitive with arm's-length suppliers.

The shares of HDSI are owned by each of the participating
public corporations (including the Company) for as long as HDSI's services are
being retained by such participating company. However, a participant surrenders
its single share of HDSI at the time of termination of the standard form of
services agreement. The agreement can be cancelled on 30 days' notice. HDSI is
managed by certain current and former directors of the Company, who are
generally the controlling directors of the other corporate participants in the
arrangements with HDSI.

| | C. | Interests of Experts and Counsel
| | -- | --------------------------------

Not applicable.

---

- 100 -

|ITEM 8 | FINANCIAL INFORMATION
|------ | ---------------------

| | A. | Consolidated Statements and Other Financial
      Information
| | -- | -------------------------------------------------------------

See Item 17  "Financial Statements".

Legal Proceedings

As of December 31, 2008, there is no material legal or
arbitration proceedings against Anooraq or any of its subsidiaries, nor, to the
knowledge of Anooraq, are such proceedings pending or threatened that may have
or have had in the previous 12 months a material effect on Anooraq's financial
position, other than as disclosed herein.

Ivanhoe Nickel and Platinum Ltd. ("Ivanplats") has the right to
earn an interest in the Company's property known as Rietfontein 2KS, by carrying
out exploration in conjunction with work on its adjacent Turfspruit property.
There is disagreement between the Company and Ivanplats over whether Ivanplats
has fulfilled its obligations and conducted sufficient work to earn such
interest. The Company and Ivanplats are currently in discussions over these
matters, both outside of and within a formal arbitration process, pursuant to
the terms of the earn-in agreement.

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
| | -- | -------------------

Effective July 1, 2009, the Company completed the acquisition
of an effective 51% interest in the Lebowa operating mine, which will result in
immediate cash flows from operations. The Company incurred substantial debt in
order to effect the acquisition. There can be no assurance as to the ability of
the Company to achieve profitability or positive cash flows subsequent to the
close of the transaction except for the Lebowa Transaction discussed above.

Transition to and Initial Adoption of International
Financial Reporting Standards (("IFRS)")

Effective January 1, 2009 the Company early adopted IFRS
following the exemption received from the applicable Canadian Securities
Administrators under National Instrument 52-107, Acceptable Accounting
Principles, Auditing Standards and Reporting Currency (("NI 52-107)") on March
2, 2009.

The consolidated interim financial statements for the three
months ended March 31, 2009 have been prepared in accordance with IAS 34,
Interim Financial Reporting, using accounting policies consistent with
IFRS and as issued by the International Accounting Standards Board (("IASB)")
and interpretations of IFRIC

These are the Company's first IFRS consolidated interim
financial statements for part of the period covered by the first IFRS
consolidated annual financial statements to be presented in accordance with IFRS
for the year ending December 31, 2009. Previously, the Company prepared its
consolidated annual and consolidated interim financial statements in accordance
with Canadian generally accepted accounting principles (("GAAP).").

---

- 101 -

The preparation of these consolidated interim financial
statements resulted in changes to the accounting policies as compared with the
most recent annual financial statements prepared under GAAP.

The accounting policies as set out in Note 2 of the
consolidated interim financial statements have been applied consistently to all
periods presented in these financial statements.

Impact of IFRS on Our Organization

The conversion to IFRS impacts the way the Company presents its
financial results. The Company has fully prepared and trained its employees and
directors to ensure an appropriate understanding of IFRS during the transition
process. The impact of the conversion to IFRS on the Companys accounting
systems has been minimal as the Company was still in the exploration phase. The
Companys internal and disclosure control processes, as currently designed, have
not required significant modifications as a result of its conversion to IFRS.
The Company has assessed the impacts of adopting IFRS on our contractual
arrangements, and has not identified any material compliance issues. The Company
has considered the impacts that the transition will have on our internal
planning process and compensation arrangements and has not identified any
significant impacts.

First Time Adoption of IFRS

The guidance for the first time adoption of IFRS is set out in
IFRS 1, First Time Adoption of International Financial Reporting Standards.IFRS 1 provides for certain mandatory exceptions and optional exemptions for
first time adopters of IFRS. The Company elected to take the following IFRS 1
optional exemptions:

- to apply the requirements of IFRS 3, Business Combinations,prospectively from January 1, 2008, the "Transition Date;
- to apply the requirements of IFRS 2, Share-based payments, only to
  equity instruments granted after November 7, 2002 which had not vested as of
  the Transition Date; and
- to transfer all foreign currency translation differences, recognised as a
  separate component of equity, to deficit as at the Transition Date including
  those foreign currency differences which arise on adoption of IFRS.

An explanation of how the transition from previous Canadian
GAAP to IFRS has affected the Companys financial position, financial
performance and cash flows is set out below.

Basis of Preparation

The consolidated interim financial statements have been
prepared on a historical cost basis except for financial instruments classified
as available for sale, which are stated at their fair value.

The preparation of interim financial statements in conformity
with IAS 34, Interim Financial Reporting,requires management to make
judgments, estimates and assumptions that affect the application of policies and
reported amounts of assets and liabilities, income and expenses. Actual results
may differ from these estimates. These consolidated interim financial statements
do not include all of the information required for full annual financial
statements.

These consolidated interim financial statements have been
prepared on the basis of IFRS standards that are effective or available for
early adoption by the Company for the year ending December 31, 2009, the
Companys first annual reporting date. The Company has made certain assumptions
about the accounting

---

- 102 -

policies expected to be adopted when the first IFRS annual
financial statements are prepared for the year ending December 31, 2009.

The preparation of these consolidated interim financial
statements resulted in changes to the accounting policies as compared with the
most recent annual financial statements prepared under Canadian GAAP. The
accounting policies set outbelow have been applied consistently to all
periods presented in these interim financial statements. They also have been
applied in preparing an opening IFRS balance sheet at January 1, 2008 for the
purposes of the transition to IFRS, as required by IFRS 1.

Basis of Consolidation

Under GAAP, the Company accounted for its 50% interest in GPM
as a variable interest entity. However, the Company is not considered the
primary beneficiary and therefore accounted for its interest using the equity
method.

IFRS does not include the concept of a variable interest
entity. IFRS requires the Company to consolidate entities including Special
Purpose Entities (("SPE)") only where the Company has the power to govern the
financial and operating policies of an entity so as to obtain benefits from its
activities. On application of IFRS, the Company has determined that GPM is not a
SPE and that the Company has joint control of GPM. Accordingly, under IFRS, the
Company can elect to use either the equity method or proportionate consolidation
method to account for its interest in GPM.

The Company has elected to continue using the equity method of
accounting for Anooraqs interest in GPM. Except for the impact of foreign
exchange as discussed below, there was no impact on the opening balance sheet at
the Transition Date or on the consolidated balance sheet at December 31,
2008.

Functional Currency

Under GAAP all of the Companys subsidiaries were integrated.
Therefore all monetary items were translated at period end rates and
non-monetary items were translated at historical rates with all foreign currency
gains and losses recognised in profit and loss. IFRS requires that the
functional currency of each entity of the Company be determined separately.

It was determined that as at the Transition Date, the Canadian
dollar was the functional currency of all entities in the Company except Plateau
and GPM which have ZAR as their functional currency. In accordance with the IFRS
1 optional exemptions, the Company has elected to transfer the foreign currency
translation differences, recognised as a separate component of equity to deficit
on the Transition Date.

Share-based Payments

Under GAAP, the Company measured share-based compensation
related to share options at the fair value of the options granted using the
Black-Scholes option pricing formula and recognised this expense over the
vesting period of the options. For the purpose of accounting for share-based
payment transactions, an individual was classified as an employee when the
individual consistently represented to be an employee under law. The fair values
of the options granted to employees are measured on the date of grant. The fair
value of options granted to contractors and consultants are measured on the date
the services are completed. Forfeitures are recognised as they occur.

IFRS 2, similar to the GAAP, requires the Company to measure
share-based compensation related to share options granted to employees at the
fair value of the options on the date of grant and to recognize such expense
over the vesting period of the options. However, for options granted to
non-employees,

---

- 103 -

IFRS requires that share-based compensation be measured at the
fair value of the services received unless the fair value cannot be reliably
measured. For the purpose of accounting for share-based payment transactions an
individual is classified as an employee when the individual is an employee for
legal or tax purposes (direct employee) or provides services similar to those
performed by a direct employee. This definition of an employee is broader than
that previously applied by the Company and resulted in certain contractors and
consultants being classified as employees under IFRS. However, the Company has
determined that no adjustment was required at the Transition Date or at March
31, 2009 or for the year ended December 31, 2008.

Deferred Tax on Mineral Properties

Under GAAP, in determination of the net loss from its interest
in GPM, the Company recognised future income taxes on temporary differences
arising on the initial recognition of the GPM mineral property interest (where
the fair value of the asset acquired exceeded its tax basis) in a transaction
which was not a business combination and affected neither accounting profit
(loss) nor taxable profit (loss). IAS 12, Income Taxes (("IAS 12),"),
does not permit the recognition of deferred taxes on such transactions.

As of the Transition Date and December 31, 2008, the Company
has derecognised the impacts of all deferred taxes which had previously been
recognised on the initial acquisition of the mineral properties through
transactions deemed not to be business combinations and affecting neither
accounting profit (loss) or taxable profit (loss).

New Standards Not Yet Adopted

Standards and interpretations issued but not yet effective
applicable to the Company:

- Amendments to IFRS 3, Business Combinations
- Amendments to IFRS 5, Non-current Assets Held for Sale and Discontinued
  Operations
- Amendments to IAS 16, Property, Plant and Equipment
- Amendments to IAS 27, Consolidated and Separate Financial Statements
- Amendments to IAS 27, Investments in Associates
- Amendments to IAS 31, Interests in Joint Ventures

The Company is evaluating the impact that these standards will
have on the consolidated financial statements.

The impacts on the consolidated balance sheet as at December
31, 2008 and the consolidated statement of operations for the year ended
December 31, 2008 have been prepared using IFRS and are set out below. No
material impacts are expected in relation to the statements of cash flows. While
these reconciliations do not represent an official adoption of IFRS, they
provide an indication of the major differences identified to date based on
management's best knowledge of expected standards and interpretations, and
current facts, relative to our historical financial statements.

---

- 104 -

|                                                        |   | December 31 |   |   | January 1  |  
|------------------------------------------------------- | - | ----------- | - | - | ---------- | -
|                                                        |   | 2008        |   |   | 2008       |  
|                                                        |   |             |   |   |            |  
|                                                        |   |             |   |   |            |  
|Total Assets per Canadian GAAP                          | $ | 15,173,467  |   | $ | 16,953,363 |  
|Decrease in Mineral property interests due to deferred  |   |             |   |   |            |  
|tax adjustments                                         |   | (800,312    | ) |   | (742,312   | )
|Functional currency adjustment to Mineral property      |   |             |   |   |            |  
|interest                                                |   | (1,474,362  | ) |   | (1,177,617 | )
|Total assets per IFRS                                   |   | 12,898,793  |   |   | 15,033,434 |  
|                                                        |   |             |   |   |            |  
|Total Liabilities per Canadian GAAP                     |   | 16,502,255  |   |   | 12,219,544 |  
|Adjustments                                             |   | -           |   |   | -          |  
|Total liabilities per IFRS                              | $ | 16,502,255  |   | $ | 12,219,544 |  
|                                                        |   |             |   |   |            |  
|Total Shareholders' Equity per Canadian GAAP            | $ | (1,328,788  | ) | $ | 4,733,819  |  
|Deferred tax adjustments to deficit                     |   | (800,312    | ) |   | (742,312   | )
|Functional currency adjustments to deficit              |   | (1,604,046  | ) |   | (1,177,617 | )
|Cumulative translation reserve                          |   | 129,684     |   |   | -          |  
|                                                        |   |             |   |   |            |  
|Total Shareholders' Equity per IFRS                     | $ | (3,603,462  | ) | $ | 2,813,890  |  
|                                                        |   |             |   |   |            |  
|                                                        |   |             |   |   |            |  
|Total Liabilities and Shareholders' Equity per IFRS     | $ | 12,898,793  |   | $ | 15,033,434 |  
|                                                        |   |             |   |   |            |  
|                                                        |   |             |   |   |            |  
|Net Loss per Canadian GAAP                              | $ | 13,485,667  |   |   |            |  
|Deferred tax adjustments (Foreign exchange gain)        |   | 57,000      |   |   |            |  
|                                                        |   |             |   |   |            |  
|Deferred tax adjustment (Future income tax recovery)    |   | 1,000       |   |   |            |  
|Functional currency adjustment ( Foreign
      exchange |   |             |   |   |            |  
|gain)                                                   |   | 426,429     |   |   |            |  
|Net Loss per IFRS                                       |   | 13,970,096  |   |   |            |  
|                                                        |   |             |   |   |            |  
|Other Comprehensive Income                              |   |             |   |   |            |  
|Change in accumulated translation reserve               |   | (129,684    | ) |   |            |  
|Comprehensive loss per IFRS                             |   | 13,840,412  |   |   |            |  

---

- 105 -

|ITEM 9 | THE OFFER AND LISTING
|------ | ---------------------

| | A. | Offer and Listing Details
| | -- | -------------------------

High and Low Market Prices

|                    |  | TSXV Exchange |  |  |                |  |  |          |  |  |      |  |  |      | 
|------------------- |  | ------------- |  |  | -------------- |  |  | -------- |  |  | ---- |  |  | ---- | 
|                    |  | ARQ           |  |  | NYSE Amex: ANO |  |  | JSE: ARQ | 
|                    |  | High          |  |  | Low            |  |  | High     |  |  | Low  |  |  | High | 
|                    |  | CAD           |  |  | CAD            |  |  | USD      |  |  | USD  |  |  | ZAR  | 
|                    |  |               |  |  |                |  |  |          |  |  |      |  |  |      | 
|Annual              |  |               |  |  |                |  |  |          |  |  |      |  |  |      | 
|2008                |  | 4.69          |  |  | 0.40           |  |  | 4.82     |  |  | 0.32 |  |  | 3400 | 
|2007                |  | 5.38          |  |  | 2.04           |  |  | 5.63     |  |  | 2.04 |  |  | 3590 | 
|2006                |  | 1.46          |  |  | 0.58           |  |  | 1.29     |  |  | 0.55 |  |  |      | 
|2005                |  | 1.57          |  |  | 0.74           |  |  | 1.35     |  |  | 0.64 |  |  |      | 
|2004                |  | 4.18          |  |  | 1.55           |  |  | 3.18     |  |  | 1.11 |  |  |      | 
|2003                |  | 2.20          |  |  | 0.40           |  |  | 1.65     |  |  | 0.28 |  |  |      | 
|                    |  |               |  |  |                |  |  |          |  |  |      |  |  |      | 
|By Quarter          |  |               |  |  |                |  |  |          |  |  |      |  |  |      | 
|Calendar 2005       |  |               |  |  |                |  |  |          |  |  |      |  |  |      | 
|First Quarter       |  | 1.57          |  |  | 1.21           |  |  | 1.35     |  |  | 1.00 |  |  | 1.35 | 
|Second Quarter      |  | 1.33          |  |  | 0.84           |  |  | 1.09     |  |  | 0.75 |  |  | 1.09 | 
|Third Quarter       |  | 1.20          |  |  | 0.85           |  |  | 0.99     |  |  | 0.71 |  |  | 0.99 | 
|Fourth Quarter      |  | 0.97          |  |  | 0.74           |  |  | 0.83     |  |  | 0.64 |  |  | 0.83 | 
|                    |  |               |  |  |                |  |  |          |  |  |      |  |  |      | 
|Calendar 2006       |  |               |  |  |                |  |  |          |  |  |      |  |  |      | 
|First Quarter       |  | 1.46          |  |  | 0.83           |  |  | 1.27     |  |  | 0.72 |  |  | 1.27 | 
|Second Quarter      |  | 1.46          |  |  | 0.81           |  |  | 1.29     |  |  | 0.73 |  |  | 1.29 | 
|Third Quarter       |  | 0.94          |  |  | 0.62           |  |  | 0.85     |  |  | 0.56 |  |  | 0.85 | 
|Fourth Quarter      |  | 1.46          |  |  | 0.58           |  |  | 1.25     |  |  | 0.55 |  |  | 1.25 | 
|                    |  |               |  |  |                |  |  |          |  |  |      |  |  |      | 
|Calendar 2007       |  |               |  |  |                |  |  |          |  |  |      |  |  |      | 
|First Quarter       |  | 3.12          |  |  | 2.04           |  |  | 2.84     |  |  | 2.13 |  |  | 2350 | 
|Second Quarter      |  | 3.39          |  |  | 3.04           |  |  | 3.08     |  |  | 2.04 |  |  | 2250 | 
|Third
      Quarter |  | 3.51          |  |  | 2.23           |  |  | 3.35     |  |  | 2.11 |  |  | 2590 | 
|Fourth Quarter      |  | 5.38          |  |  | 3.81           |  |  | 5.63     |  |  | 2.84 |  |  | 3590 | 
|                    |  |               |  |  |                |  |  |          |  |  |      |  |  |      | 
|Calendar 2008       |  |               |  |  |                |  |  |          |  |  |      |  |  |      | 
|First Quarter       |  | 4.69          |  |  | 2.80           |  |  | 4.82     |  |  | 2.77 |  |  | 3400 | 
|Second Quarter      |  | 3.96          |  |  | 2.63           |  |  | 3.94     |  |  | 2.56 |  |  | 3130 | 
|Third Quarter       |  | 2.95          |  |  | 0.86           |  |  | 2.91     |  |  | 1.01 |  |  | 2300 | 
|Fourth Quarter      |  | 1.11          |  |  | 0.22           |  |  | 1.10     |  |  | 0.14 |  |  | 918  | 
|                    |  |               |  |  |                |  |  |          |  |  |      |  |  |      | 
|Monthly             |  |               |  |  |                |  |  |          |  |  |      |  |  |      | 
|June 2009           |  | 1.35          |  |  | 0.85           |  |  | 1.27     |  |  | 0.75 |  |  | 1000 | 
|May 2009            |  | 1.48          |  |  | 0.98           |  |  | 1.35     |  |  | 0.85 |  |  | 950  | 
|April 2009          |  | 1.25          |  |  | 0.81           |  |  | 1.05     |  |  | 0.60 |  |  | 925  | 
|March 2009          |  | 0.85          |  |  | 0.33           |  |  | 0.73     |  |  | 0.26 |  |  | 560  | 
|February 2009       |  | 0.48          |  |  | 0.36           |  |  | 0.39     |  |  | 0.27 |  |  | 350  | 
|January 2009        |  | 0.58          |  |  | 0.37           |  |  | 0.44     |  |  | 0.33 |  |  | 500  | 
|December 2008       |  | 0.48          |  |  | 0.22           |  |  | 0.38     |  |  | 0.14 |  |  | 450  | 

---

- 106 -

| | B. | Plan of Distribution
| | -- | --------------------

Not applicable.

| | C. | Markets
| | -- | -------

Anooraq's Common Shares are listed and posted for trading in
Canada on the TSXV under the symbol-ARQ. Anooraq's Common Shares have traded on
the TSXV (and its predecessors, the Canadian Venture Exchange and the Vancouver
Stock Exchange) since September 24, 1987. Until March 12, 2004, Anooraq's Common
Shares traded in the United States on the Over-The-Counter Bulletin Board
("OTCBB") under the symbol ARQ.RF. Commencing March 15, 2004, Anooraq's Common
Shares have traded in the United States on NYSE Amex under the symbol ANO.
Anooraq's Common Shares also commenced trading on the Johannesburg Stock
Exchange in South Africa under the symbol ARQ in December 2006.

| | D. | Selling Shareholders
| | -- | --------------------

Not applicable.

| | E. | Dilution
| | -- | --------

Not applicable.

| | F. | Expenses of the Issue
| | -- | ---------------------

Not applicable.

---

- 107 -

|**ITEM 10** | ADDITIONAL INFORMATION
|----------- | ----------------------

| | A. | Share Capital
| | -- | -------------

Not applicable for an Annual Report.

| | B. | Memorandum and Articles of Association
| | -- | --------------------------------------

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

The Company was transitioned under the Business Corporations
Act (British Columbia) (the "BCA") on June 11, 2004, on which date the
Company altered its Notice of Articles (which replaced the Memorandum) to change
its authorized share structure from 200,000,000 Common Shares without par value
to an unlimited number of Common Shares without par value.

Objects and Purposes

Anooraq's Articles do not specify objects or purposes. Under
British Columbia law, a British Columbia company has all the legal powers of a
natural person. British Columbia companies 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
but do specify that the Company shall have a minimum of three directors while
the Company is a public company. The number of directors is determined annually
by the shareholders at the annual general meeting of shareholders and all
directors are elected at that time; there are no staggered directorships. Under
the Articles the directors are entitled between successive annual general
meetings to appoint one or more additional directors but not more than one-third
of the number of directors fixed pursuant to the Articles and in effect at the
last general meeting at which directors were elected. Directors automatically
retire at each annual general meeting and such directors may be re-elected by
the shareholders entitled to vote thereat.

Under the Articles, a director who is, in 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 or interest might be created which would conflict with his duty or interest
as a director shall declare the nature and extent of his interest in such
contract or transaction. A director shall not vote in respect of any such
contract or transaction with the Company in which he is interested and if he
should vote his vote shall not be counted but he shall be counted in the quorum
present at the meeting. Similarly, under the BCA directors are obligated to
abstain from voting to approve a contract or transaction in which they have a
disclosable interest (generally contracts or transactions in which they have a
material interest) after fully disclosing such interest, otherwise they are
liable to account to the company for any profits that accrue to the directors as
a result of such contract or transaction. Therefore, directors must abstain in
such circumstances both under the Articles and under the BCA. Directors'
compensation is not a matter on which they must abstain.

Directors must be of the age of majority (18), and meet
eligibility criteria, including not being mentally infirm, not being an
undischarged bankrupt, and not having fraud related convictions in the previous
five years. There is no mandatory retirement age either under Anooraq's Articles
or under the BCA. Directors need not own any shares of Anooraq in order to
qualify as directors.

---

- 108 -

Directors' borrowing powers are not restricted but the
directors may not authorize Anooraq to make a payment to purchase or redeem its
share if doing so would render it insolvent.

Rights of Common Shareholders

Dividends may be declared by the Board out of available assets
and are paid ratably to holders of Common Shares. No dividend may be paid if
Anooraq is, or would thereby become, insolvent.

Each Anooraq share is entitled to one vote on matters to which
Common Shares ordinarily vote including the election of directors, appointment
of auditors and approval of corporate changes and other matters requiring
shareholder approval.

Anooraq has no redeemable securities authorized or issued.

There are no pre-emptive rights applicable to Anooraq which
provide a right to any person to participate in offerings of Anooraq's
securities.

All Common Shares of Anooraq participate ratably in any
available assets in the event of a winding up or other liquidation.

Changes to Rights of Common Shareholders

Certain changes to the Articles and Notice of Articles 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. Certain corporate changes, including amalgamation with
another company, sale of substantially all of Anooraq's assets, and redomiciling
out of the jurisdiction of British Columbia, not only require such 75% approval
but generally also give rise to a dissent right, which is the right to be paid
an agreed amount for a shareholder's shares 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 statement advising of the
dissent right. Dissent provisions are governed by the BCA 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 BCA. The Articles provide that
Anooraq will hold an annual general meeting once in every calendar year and not
more than 13 months since the last meeting and provide for certain procedural
matters and rules of order with respect to conduct of the meeting. The
Securities Act (British Columbia) and the BCA superimpose requirements
that generally provide that shareholders meetings require advance notification
within prescribed times and which govern the content and timing of mailing to
shareholders of information circulars and proxies, as well as other matters
typically governed by securities legislation. This legislation specifies the
disclosure requirements for various corporate actions, background information on
the nominees for election of directors, executive compensation paid in the
previous year and full details of any unusual meeting matters. Generally,
registered shareholders of Anooraq as of the record date set in respect of a
shareholders meeting are entitled to vote at the meeting and any adjournment
thereof.

No Limitation on Foreign Ownership

There are no limitations under Anooraq's Articles or in the BCA
on the right of persons who are not citizens of Canada to hold or vote Common
Shares. (See also Item 10D  "Exchange Controls", below.)

---

- 109 -

Change in Control

Anooraq has not implemented any shareholders' rights or other
"poison pill" protection against possible take-over. Anooraq does not have any
agreements which are triggered by a take-over or other change of control. There
are no provisions in its Articles triggered by or affected by a change in
outstanding shares which gives rise to a change in control.

Share Ownership Reporting

The Articles of Anooraq do not require disclosure of share
ownership. Share ownership of director nominees must be reported annually in
proxy materials sent to Anooraq's shareholders. There are no requirements under
British Columbia corporate law to report ownership of shares of Anooraq but the
Securities Act (British Columbia) 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.

Material Contracts

Except for contracts entered into in the ordinary course of business, the only material contracts entered into by Anooraq in the two fiscal years immediately preceding this Annual Report are the following:

|(a) | Amending Agreement between Pelawan, Anooraq and the
      Pelawan Trust, dated as of December 20, 2007, as described under Item 4
      paragraph A.2;                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Sale of Concentrate Agreement between RPM and Lebowa,
      dated December 21, 2007;                                                                                                                                                                                                                     
|(c) | Phase 3 Implementation Agreement between RPM, Plateau and
      Holdco dated March 28, 2008, as amended on May 13, 2009 (the "Phase 3
      Implementation Agreement");                                                                                                                                  
|(d) | Holdco Sale of Shares Agreement amongst Plateau, RPM and
      Anglo Platinum, dated March 28, 2008, as amended on May 13, 2009                                                                                                                                                                          
|(e) | Sale of Rights Agreement amongst RPM, Plateau and
      Boikgantsho Platinum Mine (Proprietary) Limited, dated March 28, 2008, as
      amended on May 13, 2009;                                                                                                                                         
|(f) | Sale of Rights Agreement amongst RPM, Plateau and Kwanda
      Platinum Mine (Proprietary) Limited (formerly Richtrau No. 207
      (Proprietary) Limited), dated March 28, 2008, as amended on May 13,
      2009;                                                                                      
|(g) | Holdco Shareholders Agreement among Plateau Resources and
      Rustenburg Platinum Mines and Richtrau 179 (Pty) Ltd dated March 28,
      2008;                                                                                                                                                         
|(h) | Umbrella Services Agreement amongst Anglo Platinum,
      Anooraq and Holdco, dated March 28, 2008;                                                                                                                                                                                                      
|(i) | Term Loan Agreement between Rustenburg Mines Limited and
      Plateau Resources (Pty) Limited signed on November 23, 2008;                                                                                                                                                                              
|(j) | Anooraq Shareholders Agreement among Anooraq Resources
      Corporation and Pelawan Investments and the Pelawan Trust dated June
      12,2009,                                                                                                                                                         
|(k) | Exchange Agreement among Anooraq, Plateau and Central
      Plaza Investments 78 (Pty) (to be renamed Pelawan Finance SPV (Pty)
      Limited) dated June 12, 2009;                                                                                                                                      
|(l) | Global Intercreditor Agreement between Anooraq, Plateau,
      Micawber 634 (Pty) Limited and Micawber 603 (Pty) Limited, Rustenburg
      Platinum Mines Limited, Standard Chartered Bank and Tumelo Motsisi and
      Harold Motaung on behalf of the Pelawan Dividend Trust dated June 12,
      2009;
|(m) | Senior Term Loan Facilities Agreement dated June 12, 2009
      between Plateau, Standard Chartered Bank and Micawber 634 (Pty)
      Limited;                                                                                                                                                           
|(n) | Standby Loan Facility Agreement between Plateau and
      Rustenburg Platinum Mines Limited dated June 12,
      2009;                                                                                                                                                                                   
|(o) | RPM Funding Loan Agreement between Rustenburg Platinum
      Mines Limited and Holdco dated June 12, 2009;                                                                                                                                                                                               
|(p) | RPM Plateau A Preference Share Subscription Agreement
      between Plateau, N2C Resources Inc. and Rustenburg Platinum Mines dated
      June 12, 2009;                                                                                                                                                 
|(q) | Plateau Funding Loan Agreement between Plateau and Holdco
      dated June 12, 2009;                                                                                                                                                                                                                     

---

- 110 -

|(r) | Operating Cash Flow Shortfall Loan Facility Agreement
      between Plateau and Rustenburg Platinum Mines Limited dated June 12,
      2009;                                                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(s) | Opco Funding Loan Agreement between Holdco and Richtrau
      No. 177 (Pty) Limited dated June 12, 2009;                                                                                                                                                                              
|(t) | Conversion Implementation Agreement between the Pelawan
      Trust, Central Plaza Investments 78 (Pty) (to be remained Pelawan Finance
      SPV (Pty) Limited), Pelawan Investments (Pty) Ltd, Anooraq, Plateau and
      Rustenburg Platinum Mines Limited dated June 26, 2009; and
|(u) | RPM Funding Common Terms Agreement between, inter alia,
      Rustenburg Platinum Mines Limited, Plateau, Central Plaza Investments 78
      (Pty) Limited and Anooraq dated June 12, 2009.                                                                                           

| | 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 Item 10E  "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 effect 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 promulgate one third under the
Investment Act, was $5 million or more, or if an order for review was made by
the federal cabinet on the grounds that the investment related to Canada's
cultural heritage or national identity, regardless of the value of the assets of
Anooraq. An investment in the Common Shares by a WTO Investor, or by a
non-Canadian when Anooraq was controlled by a WTO Investor, would be reviewable
under the Investment Act if it was an investment to acquire control of
Anooraq and the value of the assets of Anooraq, as determined in accordance with
the regulations promulgated under the Investment Act, was not less than a
specified amount, which for 2008 is CAD 295 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 acquirer 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, provide
any financial service or transportation service or engage in a "cultural
business", 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,
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------

---

- 111 -

|(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
principal 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, at all relevant times, (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, persons who acquired their Common Shares in a
transaction considered for purposes of the Tax Act to be an adventure or concern
in the nature of trade, 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 there under, the Treaty, all proposed amendments to
the Tax Act, the regulations and the Treaty publicly announced by or on behalf
of the Minister of Finance to the date hereof, and the current published
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 or other entity, the jurisdictions in which that holder is subject
to taxation, and generally according to that holder's particular circumstances.
Accordingly, this summary is not, and is not to be construed as, Canadian tax
advice to any particular U.S. Holder. U.S. Holders should consult with their own
tax advisors for advice with respect to their own particular circumstances.

Dividends

Dividends paid or credited or deemed to be paid or credited to
a U.S. Holder by Anooraq will normally be subject to Canadian withholding tax.
Under the Treaty, the rate of withholding tax on dividends paid to a U.S. Holder
that beneficially owns such dividends 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 provided
that the share is not "taxable Canadian property" to the holder

---

- 112 -

thereof. If the Common Shares are listed on a prescribed stock
exchange, which currently includes the American Stock Exchange, a Common Share
generally will not 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 an interest or option in respect of 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 on a disposition or deemed disposition of such shares, will
generally be relieved from such liability under the Treaty unless the value of
the shares of the Company at the time of disposition is derived principally from
real property situated in Canada within the meaning of the Treaty. Management of
Anooraq believes that the value of Anooraq's Common Shares is not currently
derived principally from real property situated in Canada. U.S. Holders whose
Common Shares are taxable Canadian property should consult their own advisors
regarding filing and other Canadian federal tax considerations.

United States Tax Consequences

United States Federal Income Tax Consequences

The following is a general 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 Item 10E  "Taxation 
Material Canadian Federal Income Tax Consequences for United States Residents"
above). Accordingly, holders and prospective holders of Common Shares of Anooraq
should consult their own tax advisors about the specific federal, state, local,
and foreign tax consequences to them of purchasing, owning and disposing of
Common Shares of Anooraq, based upon their individual circumstances.

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

U.S. Holders

As used herein, a "U.S. Holder" means a holder of Common Shares
of Anooraq who is a citizen or individual resident of the United States, a
corporation or partnership created or organized in or under the laws of the
United States or of any political subdivision thereof, an estate whose income is
taxable in the United States irrespective of source or a trust subject to the
primary supervision of a court within the United States and control of a United
States fiduciary as described Section 7701(a)(30) of the Code. This summary does
not address the tax consequences to, and U.S. Holder does not include, persons
subject to specific provisions of federal income tax law, such as tax-exempt
organizations, qualified retirement plans, individual retirement accounts and
other tax-deferred accounts, financial institutions, insurance companies, real
estate investment trusts, regulated investment companies, broker-dealers,
non-resident alien individuals, persons or entities that have a "functional
currency" other than the U.S. dollar, shareholders subject to the alternative
minimum tax, shareholders who hold Common Shares as part of a straddle, hedging
or conversion transaction, and shareholders who acquired their Common Shares
through

---

- 113 -

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

To the extent that a distribution paid to a U.S. holder on its
common stock is not an excess distribution and is not a non-taxable distribution
paid from earnings and profits previously included in income by a U.S. holder
that has made a QEF election, the gross amount of such distribution (including
any amount deducted in respect of withholding taxes) will generally be subject
to U.S. federal income tax as foreign source ordinary dividend income to the
extent such a distribution is paid out of the Company's current or accumulated
earnings and profits. Such Canadian tax withheld may be credited, subject to
certain limitations, against the U.S. Holder's federal income tax liability or,
alternatively, may be deducted in computing the U.S. Holder's federal taxable
income by those who itemize deductions. (See more detailed discussion at
"Foreign Tax Credit" below). To the extent that distributions exceed current or
accumulated earnings and profits of Anooraq, they will be treated first as a
return of capital up to the U.S. Holder's adjusted basis in the Common Shares
and thereafter as gain from the sale or exchange of property. Preferential tax
rates for long-term capital gains are applicable to a U.S. Holder which is an
individual, estate or trust. There are currently no preferential tax rates for
long-term capital gains for a U.S. Holder which is a corporation.

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

Dividends paid on the Common Shares of Anooraq generally will
not be eligible for the dividends received deduction provided to corporations
receiving dividends from certain United States corporations. A U.S. Holder which
is a corporation and which owns shares representing at least 10% of the voting
power and value of Anooraq may, under certain circumstances, be entitled to a
70% (or 80% if the U.S. Holder owns shares representing at least 20% of the
voting power and value of Anooraq) deduction of the United States source portion
of dividends received from Anooraq (unless Anooraq qualifies as a "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 28% 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

---

- 114 -

withholding tax rules will be allowed as a refund or a credit
against the U.S. Holder's U.S. federal income tax liability, provided the
required information is furnished to the IRS.

Foreign Tax Credit

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

Disposition of Common Shares of Anooraq

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

Other Considerations

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

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

---

- 115 -

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 years ended December 31, 2005
through December 31, 2008, and at least certain prior fiscal years. Each U.S.
Holder of Anooraq is urged to consult a tax advisor with respect to how the PFIC
rules affect such U.S. Holder's tax situation.

Each U.S. Holder who holds stock in a foreign corporation
during any year in which such corporation qualifies as a PFIC is subject to
United States federal income taxation under one of three alternative tax regimes
at the election of such U.S. Holder. The following is a discussion of such
alternative tax regimes applied to such U.S. Holders of Anooraq. In addition,
special rules apply if a foreign corporation qualifies as both a PFIC and a
"controlled foreign corporation" (as defined below) and a U.S. Holder owns,
actually or constructively, 10% or more of the total combined voting power of
all classes of stock entitled to vote of such foreign corporation (See more
detailed discussion at "Controlled Foreign Corporation" below).

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

The procedure a U.S. Holder must comply with in making an
effective QEF election, and the consequences of such election, will depend on
whether the year of the election is the first year in the U.S. Holder's holding
period in which Anooraq is a PFIC. If the U.S. Holder makes a QEF election in
such first year, i.e., a "timely" QEF election, then the U.S. Holder may make
the QEF election by simply filing the appropriate documents at the time the U.S.
Holder files his tax return for such first year. If, however, Anooraq qualified
as a PFIC in a prior year during the U.S. Holder's holding period, then, in
order to avoid the Section 1291 rules discussed below, in addition to filing
documents, the U.S. Holder must elect to recognize under the rules of Section
1291 of the Code (discussed herein), (i) any gain that he would otherwise
recognize if the U.S. Holder sold his stock on the qualification date or (ii) if
Anooraq is a controlled foreign corporation, the U.S. Holder's pro rata share of
Anooraq's post-1986 earnings and profits as of the qualification date. The
qualification date is the first day of Anooraq's first tax year in which Anooraq
qualified as a QEF with respect to such U.S. Holder. For purposes of this
discussion, a U.S. Holder who makes (i) a timely QEF election, or (ii) an
untimely QEF election and either of the above-described gain-recognition
elections under Section 1291 is referred to herein as and "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

---

- 116 -

U.S. Holders to permit them to make (and maintain) QEF
elections with respect to Anooraq. Anooraq urges each U.S. Holder to consult a
tax advisor regarding the availability of, and procedure for making, the QEF
election.

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

In the case of a Non-Electing U.S. Holder, special taxation
rules under Section 1291 of the Code will apply to (i) gains realized on the
disposition (or deemed to be realized by reasons of a pledge) of his 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 Anooraq Common Shares and all
excess distributions on his Anooraq 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 Common Shares, then Anooraq will continue to be
treated as a PFIC with respect to such Common Shares, even if it is no longer
definitional 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 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

---

- 117 -

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

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

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

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

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- 118 -

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 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
affect 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 Securities Act
(British Columbia) are available for viewing on SEDAR at www.sedar.com.

| | I. | Subsidiary Information
| | -- | ----------------------

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- 119 -

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.

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

Anooraq's operations do not employ financial instruments or
derivatives which are market sensitive and therefore Anooraq is not subject to
the financial market risks associated with such instruments and derivatives.

Credit Risk

Credit risk is the risk of potential loss to the Company if
counterparty to a financial instrument fails to meet its contractual
obligations. The Company's credit risk is primarily attributable to its liquid
financial assets, including cash and cash equivalents and accounts receivable.
The Company limits exposure to credit risk on liquid financial assets through
maintaining its cash and cash equivalents with high-credit quality financial
institutions. The carrying value of the Company's cash and cash equivalents and
amounts receivable represent the maximum exposure to credit risk.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to
meet its financial obligations as they fall due. The Company ensures that there
is sufficient capital in order to meet short term business requirements, after
taking into account cash flows from operations and the Company's holdings of
cash and cash equivalents. The Company's cash and cash equivalents are invested
in business accounts which are available on demand for the Company's programs.
The Company operates in South Africa. Like other foreign entities operating
there, the Company is subject to currency exchange controls administered by the
South African Reserve Bank, that 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 African 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. The repatriation of cash held in South
Africa is permitted upon the approval of the South African Reserve Bank. Cash
balances in South Africa are the Rand balances disclosed under

Foreign Exchange Risk below.

The following are the contractual
maturities of financial liabilities as at December 31, 2008:

Carrying
    
    
    Contractual
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012Amount
    
    
    cash
      flowAccounts payable &
    $
    1,004,767
    
    
    1,004,767
    
    
    1,004,767
    
    
    -
    
    
    -
    
    
    -accrued liabilitiesAmounts due to
    
    794,072
    
    
    794,072
    
    
    794,072
    
    
    -
    
    
    -
    
    
    -related partiesAmounts due for
    
    -
    
    
    1,471,967
    
    
    337,117
    
    
    365,468
    
    
    396,371
    
    
    373,011operating leasesTerm loan & interest
    
    14,703,416
    
    
    18,911,865
    
    
    4,155,331
    
    
    14,756,534
    
    
    -
    
    
    -payable


Contractual payments in terms of
routine rental payments are based on rental costs at the agreed annual
escalation of 9% per annum.

Contractual interest payments on the
term loan are based on the interest rate in effect at December 31, 2008 assuming
that the rate remains in effect for the term of the loan.

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- 121 -

Foreign Exchange Risk

In the normal course of business, the
Company enters into transactions for the purchase of supplies and services
denominated in ZAR. In addition, the Company has cash and cash equivalents,
accounts receivable and certain liabilities denominated in ZAR. As a result, the
Company is subject to foreign exchange risk from fluctuations in foreign
exchange rates. The Company has not entered into any derivative or other
financial instruments to mitigate this foreign exchange risk.

The exposure of the Company's cash and
cash equivalents and accounts receivable to foreign exchange risk is as
follows:

| | Currency               |   | 2008      |  |   | 2007      | 
| | ---------------------- | - | --------- |  | - | --------- | 
| | South African Rand     | $ | 3,529,715 |  | $ | 6,648,832 | 
| | Other                  |   | 26,741    |  |   | 37,435    | 
| | Total Financial Assets | $ | 3,556,456 |  | $ | 6,686,267 | 

The exposure of the Company's accounts
payable and accrued liabilities amounts due to related parties, and term loan to
foreign exchange risk is as follows:

| | Currency           |   |            |  |   |            | 
| | ------------------ | - | ---------- |  | - | ---------- | 
| |                    |   | 2008       |  |   | 2007       | 
| |                    |   |            |  |   |            | 
| |                    |   |            |  |   |            | 
| | South African Rand | $ | 15,193,991 |  | $ | 11,816,622 | 

A 10 percent change of the Canadian
dollar against the ZAR at December 31, 2008 would have changed net loss by
approximately $1.2 million. This analysis assumes that all other variables, in
particular interest rates, remain constant.

Interest Rate Risk

The Company has a financing agreement
with Anglo American Platinum Corporation ("Anglo Platinum") whereby Anglo
Platinum, through its wholly owned subsidiary Rustenburg Platinum Mines Limited
("RPM"), loaned an amount of ZAR 100 million to Plateau Resources (Proprietary)
Limited ("Plateau"), a subsidiary of the Company. The loan bears interest at
prime plus two percent, as quoted by the Standard Bank of South Africa, and is
subject to interest rate change risk.

A 100 basis point change in the prime
rate for the year ended December 31, 2008, would have changed net loss by
approximately $0.1 million. This analysis assumes that all other variables, in
particular foreign exchange rates, remain constant.

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- 122 -

Commodity Price Risk

While the value of the Company's
resource properties depends on the price of platinum group metals ("PGM") and
their outlook, the Company currently does not have any operating mines and
hence, does not have any hedging or other commodity based price risks in respect
of its operational activities. PGM prices historically have fluctuated widely
and are affected by numerous factors outside of the Company's control,
including, but not limited to, industrial and retail demand, forward sales by
producers and speculators, levels of worldwide production, and short-term
changes in supply and demand because of hedging activities.

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- 123 -

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

Not applicable.

---

- 124 -

|PART II
|-------
|       

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- 125 -

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

None.

---

- 126 -

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

None.

---

- 127 -

|**ITEM 15** | CONTROLS AND PROCEDURES
|----------- | -----------------------

Managements Report on
Internal Controls over Financial Reporting Procedures

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

The Company's management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, has evaluated the
effectiveness of internal control over financial reporting based on the
framework and criteria established in Internal Control  Integrated Framework,
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, our management has concluded that internal control
over financial reporting was effective as of December 31, 2008 to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with GAAP.

Disclosure Controls and
Procedures

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

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

---

- 128 -

Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal control
over financial reporting during the year ended December 31, 2008 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting. As of December 31, 2008, our management
concluded that these control procedures were effectively designed, implemented
and operating effectively.

Attestation Report of the Independent Registered Public
Accounting Firm

The Companys independent registered public accounting firm
audited the consolidated financial statements included in this report and has
issued an attestation report on managements assessment of the Companys
internal control over financial reporting as of December 31,2008 which is
included in Item 17.

---

- 129 -

|**ITEM 16** | RESERVED
|----------- | --------

| | ITEM 16.A | AUDIT COMMITTEE AND RELATIONSHIP WITH
      AUDITOR
| | --------- | ---------------------------------------------------

Multilateral Instrument 52-110 of the Canadian Securities
Administrators ("MI 52-110") requires the Company, to disclose annually in its
Information Circular certain information concerning the constitution of its
Audit Committee and its relationship with its independent auditor, as set forth
in the following:

The Audit Committee's Charter

The Audit Committee has adopted a charter, a copy which is
attached as Schedule "A" to the Company's Annual Information Form for the fiscal
year ended December 31, 2008 which is available for download at
www.sedar.com or as Exhibit 5 to the Company's Corporate Governance
Policies and Procedures Manual on the Company's website
www.anooraqresources.com.

Composition of the Audit Committee

The members of the Audit Committee are Anu Dhir, Fikile De Buck
and Wayne Kirk. All of the members of the Audit Committee are independent
members of the Audit Committee and all members are considered to be financially
literate. Ms. DeBuck is a Chartered Certified Accountant and hence is considered
a "financial expert" in terms of the requirement for the composition of Audit
Committees.

Relevant Education and Experience

As a result of their education and experience, each member of
the Audit Committee has familiarity with, an understanding of, or experience in:

- the accounting principles used by the Company to prepare its financial
  statements, and the ability to assess the general application of those
  principles in connection with estimates, accruals and reserves;
- reviewing or evaluating financial statements that present a breadth and
  level of complexity of accounting issues that are generally comparable to the
  breadth and complexity of issues that can reasonably be expected to be raised
  by the Company's financial statements, and
- an understanding of internal controls and procedures for financial
  reporting. Mr. Kirk is an experienced securities lawyer and Ms. De Buck is a
  Fellow of the Association of Chartered Certified Accountants FCCA (UK). Ms.
  Dhir has extensive experience in international business, operations and legal
  affairs in private equity and publicly-held companies in the mining, oil and
  gas, and technology sectors, and Mr. Elliott is a Chartered Accountant.

Reliance on Certain Exemptions

The Company's auditors, KPMG LLP, Chartered Accountants, have
not provided any material non-audit services, except as noted in the table
below.

Pre-Approval Policies and Procedures

The Company has procedures for the review and pre-approval of
any services performed by its auditors. The procedures require that all proposed
engagements of its auditors for audit and non-audit services be

---

- 130 -

submitted to the Audit Committee for approval prior to the
beginning of any such services. The Audit Committee considers such requests and,
if acceptable to a majority of the Audit Committee members, pre-approves such
audit and non-audit services by a resolution authorizing management to engage
the Company's auditors for such audit and 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 regulations of 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.

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the
audit and non-audit services provided by KPMG to the Company to ensure auditor
independence. Fees incurred with KPMG for audit and non-audit services in the
last two fiscal years are outlined in the following table.

Nature of Services
    Fees paid to auditor in year
      ended December 31, 2008
    Fees paid to auditor in year
      ended December 31, 2007Audit Fees
      (1)
    $311,500
    $135,000Audit-Related Fees
      (2)
    42,500
    $32,500Tax Fees
      (3)
    Nil
    NilAll Other Fees
      (4)
    Nil
    NilTotal
    $354,000
    $167,500


|Notes: |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.     | "Audit Fees" include fees necessary to perform the annual
      audit and quarterly reviews of the Company's consolidated financial
      statements. Audit Fees include fees for review of tax provisions and for
      accounting consultations on matters reflected in the financial statements.
      Audit Fees also include audit or other attest services required by
      legislation or regulation, such as comfort letters, consents, reviews of
      securities filings and statutory audits.
|2.     | "Audit-Related Fees" include services that are
      traditionally performed by the auditor. These audit-related services
      include employee benefit audits, due diligence assistance, accounting
      consultations on proposed transactions, internal control reviews and audit
      or attest services not required by legislation or regulation.                                                                                                                                                
|3.     | "Tax Fees" include fees for all tax services other than
      those included in "Audit Fees" and "Audit-Related Fees". This category
      includes fees for tax compliance, tax planning and tax advice. Tax
      planning and tax advice includes assistance with tax audits and appeals,
      tax advice related to mergers and acquisitions, and requests for rulings
      or technical advice from tax authorities.                                                                               
|4.     | "All Other Fees" include all other non-audit services.                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| | Item 16.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, other members of
senior management and to employees and consultants generally which is included
in the corporate governance policies and procedures manual adopted by the Board
of the Company in November, 2007 (The "Code of Ethics"). As adopted, the
Company's Code of Ethics sets forth standards that are designed, among other
things, to prevent wrongdoing and to promote:

- honest and ethical conduct, including the ethical handling of actual or
  apparent conflicts of interest between personal and professional
  relationships;
- full, fair, accurate, timely and understandable disclosure in reports and
  documents that the Company files with, or submits to, the Securities and
  Exchange Commission and in other public communications made by the Company;
- compliance with applicable governmental laws, rules and regulations;

---

- 131 -

- the prompt internal reporting of violations of the Code of Ethics to an
  appropriate person or persons identified in the Code of Ethics; and
- accountability for adherence to the Code of Ethics.

If any person becomes aware of a breach, or suspected breach,
of the Code of Ethics, that person must report it immediately to his or her
manager and the Company's corporate secretary for action. If this is
inappropriate or uncomfortable for the individual, the breach, or suspected
breach, should be reported to another member of the senior management team and
the corporate secretary for action. The Code of Ethics forms part of the
conditions of employment for every one of the Company's employees and officers,
and also applies to its directors and contractors. Failure to comply with the
Code of Ethics can result in disciplinary action including, where appropriate,
dismissal.

The Code of Ethics is attached as an exhibit to this Form
20-F.

| | Item 16.C | Principal Accountant Fees and Services
| | --------- | --------------------------------------

See Item 16.A.

| | Item 16.D. | Exemptions from Listing Standards for Audit
      Committees
| | ---------- | ------------------------------------------------------------

Not applicable.

| | Item 16.E. | Purchases of Equity Securities by the Issuer
      and Affiliated Purchasers
| | ---------- | ----------------------------------------------------------------------------

None.

| | ITEM 16.F. | Change in Registrant's Certifying
      Accountant
| | ---------- | --------------------------------------------------

Not applicable.

| | Item 16.G. | Corporate Governance
| | ---------- | --------------------

Not applicable.

---

- 132 -

|**ITEM 17** | FINANCIAL STATEMENTS
|----------- | --------------------

The following attached financial statements are incorporated
herein:

1.
      Report of the Independent Registered Public Accounting
        Firm (KPMG LLP) on the consolidated balance sheets as at December 31, 2008
        and 2007 and the consolidated statements of operations and comprehensive
        loss, shareholders' equity, and cash flows for the years ended December
        31, 2008, 2007 and 2006.2.
      Consolidated balance sheets as at December 31, 2008, and
        2007;3.
      Consolidated statements of operations and comprehensive
        loss for the years ended December 31, 2008, 2007 and 2006.4.
      Consolidated statements of shareholders' equity for the
        periods referred to in (3) above;5.
      Consolidated statements of cash flows for the periods
        referred to in (3) above;6.
      Notes to the consolidated financial statements;7.
      Report of the Independent Registered Public Accounting
        Firm (KPMG LLP) on internal controls over financial
        reporting.






CONSOLIDATED FINANCIAL STATEMENTS



YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006





(Expressed in Canadian Dollars, unless otherwise stated)

---

KPMG LLP
      Telephone
      (604) 691-3000Chartered Accountants
      Fax
      (604) 691-3031PO Box 10426 777 Dunsmuir Street
      Internet
      www.kpmg.caVancouver BC V7Y 1K3Canada




REPORT OF INDEPENDENT REGISTERED PUBLIC
  ACCOUNTING FIRM

To the Board of Directors of Anooraq Resources Corporation

We have audited the accompanying consolidated balance sheets of
  Anooraq Resources Corporation (the Company) as at December 31, 2008 and 2007 and
  the related consolidated statements of operations and comprehensive loss,
  shareholders equity (deficit) and cash flows for each of the years in the
  three-year period ended December 31, 2008. 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 the standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audit to obtain reasonable assurance about
  whether the financial statements are free of material misstatement. An audit
  includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the 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. We believe that our
  audits provide a reasonable basis for our opinion In our opinion, the
  consolidated financial statements referred to above present fairly, in all
  material respects, the financial position of the Company as at December 31, 2008
  and 2007 and the results of its operations and its cash flows for each of the
  years in the three-year period ended December 31, 2008 in conformity with
  Canadian generally accepted accounting principles.

Canadian generally accepted accounting principles vary in
  certain significant respects from US generally accepted accounting principles.
  Information relating to the nature and effect of such differences is presented
  in note 13 to the consolidated financial statements.

We also have audited, in accordance with the standards of the
  Public Company Accounting Oversight Board (United States), the Company's
  internal control over financial reporting as of December 31, 2008 based on the
  criteria established in Internal ControlIntegrated Frameworkissued by
  the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and
  our report dated July 1, 2009 expressed an unqualified opinion on the
  effectiveness of the Companys internal control over financial reporting.





KPMG LLP (signed)

Chartered Accountants

Vancouver, Canada

July 1, 2009

KPMG LLP, a Canadian
  limited liability partnership and a member firm of the KPMGnetwork of independent member firms affiliated with KPMG International, a
    Swiss cooperative.KPMG Canada provides services to KPMG
    LLP.

---

KPMG LLP
      Telephone
      (604) 691-3000Chartered Accountants
      Fax
      (604) 691-3031PO Box 10426 777 Dunsmuir Street
      Internet
      www.kpmg.caVancouver BC V7Y 1K3Canada






REPORT OF INDEPENDENT REGISTERED PUBLIC
  ACCOUNTING FIRM

To the Board of Directors of 
  Anooraq Resouces Corporation

We have audited Anooraq Resources Corporations (the Company)
  internal controls over financial reporting as of December 31, 2008, based on the
  criteria established in Internal Control-Integrated Frameworkissued by
  the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The
  Companys management is responsible for maintaining effective internal control
  over financial reporting and for its assessment of the effectiveness of internal
  control over financial reporting included in the Section entitled Internal
  Controls over Financial Reporting Procedures included in item 15 of the
  Companys Annual Report on Form 20-F. Our responsibility is to express an
  opinion on the effectiveness of the Companys internal control over financial
  reporting based on our audit.

We conducted our audit in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audit to obtain reasonable assurance about
  whether effective internal control over financial reporting was maintained in
  all material respects. Our audit included obtaining an understanding of internal
  control over financial reporting, assessing the risk that a material weakness
  exists, and testing and evaluating the design and operating effectiveness of
  internal control based on the assessed risk. Our audit also included performing
  such other procedures as we considered necessary in the circumstances. We
  believe that our audit provides a reasonable basis for our opinion.

A companys internal control over financial reporting is a
  process designed 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. A
  companys internal control over financial reporting includes those policies and
  procedures that (1) pertain to the maintenance of records that, in reasonable
  detail, accurately and fairly reflect the transactions and dispositions of the
  assets of the Company; (2) provide reasonable assurance that transactions are
  recorded as necessary to permit preparation of financial statements in
  accordance with generally accepted accounting principles, and that receipts and
  expenditures of the Company are being made only in accordance with
  authorizations of management and directors of the Company; and (3) provide
  reasonable assurance regarding prevention or timely detection of unauthorized
  acquisition, use, or disposition of the Companys assets that could have a
  material effect on the financial statements.

/ 2

KPMG LLP, a Canadian
  limited liability partnership and a member firm of the KPMGnetwork of independent member firms affiliated with KPMG International, a
    Swiss cooperative.KPMG Canada provides services to KPMG
    LLP.

---

Anooraq Resources Corporation 
  Page 2

Because of its inherent limitations, internal control over
  financial reporting may not prevent or detect misstatements. Also, projections
  of any evaluation of effectiveness to future periods are subject to the risk
  that controls may become inadequate because of changes in conditions, or that
  the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material
  respects, effective internal control over financial reporting as of December 31,
  2008, based on the criteria established in Internal Control-Integrated
    Framework issued by COSO.

We also have conducted our audits on the consolidated financial
  statements, in accordance with the standards of the Public Company Accounting
  Oversight Board (United States). Our report dated July 1, 2009 expressed an
  unqualified opinion on those consolidated financial statements.



KPMG LLP (signed)

Chartered Accountants

Vancouver, Canada

July 1, 2009

---

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

|                                                     |   | December 31 |   |   | December 31 |  
|---------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                     |   | 2008        |   |   | 2007        |  
|                                                     |   |             |   |   |             |  
|Assets                                               |   |             |   |   |             |  
|                                                     |   |             |   |   |             |  
|Current assets                                       |   |             |   |   |             |  
|Cash and cash equivalents                            | $ | 3,850,674   |   | $ | 7,131,821   |  
|Accounts receivable                                  |   | 158,644     |   |   | 167,779     |  
|Prepaid expenses                                     |   | 112,910     |   |   | 101,409     |  
|                                                     |   | 4,122,228   |   |   | 7,401,009   |  
|                                                     |   |             |   |   |             |  
|                                                     |   |             |   |   |             |  
|Deferred acquisition costs                           |   | 1,587,959   |   |   | 368,146     |  
|Equipment(note 5)                                    |   | 469,635     |   |   | 105,494     |  
|Mineral
      property interests(note 6)             |   | 8,993,645   |   |   | 9,078,714   |  
|                                                     |   |             |   |   |             |  
|                                                     | $ | 15,173,467  |   | $ | 16,953,363  |  
|                                                     |   |             |   |   |             |  
|                                                     |   |             |   |   |             |  
|Liabilities and Shareholders' Equity
      (Deficit) |   |             |   |   |             |  
|                                                     |   |             |   |   |             |  
|Current Liabilities                                  |   |             |   |   |             |  
|Accounts payable and accrued liabilities             | $ | 1,004,767   |   | $ | 475,102     |  
|Due to related parties (note
      9)                |   | 794,072     |   |   | 45,609      |  
|Accrued interest on term loan (note 7)               |   | 1,735,663   |   |   | 1,892,197   |  
|                                                     |   | 3,534,502   |   |   | 2,412,908   |  
|                                                     |   |             |   |   |             |  
|Term loan(note 7)                                    |   | 12,967,753  |   |   | 9,806,636   |  
|                                                     |   | 16,502,255  |   |   | 12,219,544  |  
|                                                     |   |             |   |   |             |  
|Shareholders' Equity (Deficit)                       |   |             |   |   |             |  
|Share capital                                        |   | 54,948,341  |   |   | 51,855,350  |  
|Contributed surplus                                  |   | 17,584,974  |   |   | 13,254,905  |  
|Deficit                                              |   | (73,862,103 | ) |   | (60,376,436 | )
|                                                     |   | (1,328,788  | ) |   | 4,733,819   |  
|                                                     |   |             |   |   |             |  
|                                                     |   |             |   |   |             |  
|Nature of operations (note 1)                        |   |             |   |   |             |  
|Proposed transaction (note 12 )                      |   |             |   |   |             |  
|Subsequent events (notes 1, 8(b) and 12)             |   |             |   |   |             |  
|                                                     | $ | 15,173,467  |   | $ | 16,953,363  |  

See accompanying notes to consolidated financial
  statements

Approved by the Board of Directors

|/s/ Philip Kotze | /s/ Iemrahn Hassen
|---------------- | ------------------
|                 |                   
|Philip Kotze     | Iemrahn Hassen    
|Director         | Director          

---

ANOORAQ RESOURCES CORPORATIONConsolidated
    Statements of Operations and Comprehensive Loss(Expressed in Canadian
  Dollars)

|                                                                       |   | Year ended December 31 |  
|---------------------------------------------------------------------- | - | ---------------------- | -
|                                                                       |   | 2008                   |  
|Expenses                                                               |   |                        |  
|Accounting, audit and legal                                            | $ | 576,330                |  
|Amortization                                                           |   | 61,140                 |  
|Accretion on term loan                                                 |   | 88,771                 |  
|Conference and travel                                                  |   | 421,469                |  
|Consulting                                                             |   | 309,377                |  
|Exploration (schedule)                                                 |   | 341,943                |  
|Foreign exchange gain                                                  |   | (426,785               | )
|Gain on disposal of equipment                                          |   | (5,779                 | )
|Interest expense                                                       |   | 1,985,653              |  
|Interest income                                                        |   | (179,119               | )
|Office and administration                                              |   | 905,877                |  
|Salaries and benefits                                                  |   | 3,626,962              |  
|Stock-based compensation - office and
      administration (note 8(b)) |   | 5,385,502              |  
|Stock-based compensation - exploration (note 8(b))                     |   |                       |  
|Shareholders communications                                            |   | 212,015                |  
|Trust and filing                                                       |   | 183,311                |  
|Loss before the following                                              |   | 13,486,667             |  
|Future income
      tax recovery                                       |   | (1,000                 | )
|Loss for the year                                                      |   | 13,485,667             |  
|Other comprehensive
      loss                                         |   |                       |  
|Total Comprehensive Loss                                               | $ | 13,485,667             |  
|                                                                       |   |                        |  
|Basic and diluted loss per share                                       | $ | 0.07                   |  
|                                                                       |   |                        |  
|Weighted average number of common shares outstanding                   |   | 185,775,361            |  

See accompanying notes to consolidated financial
  statements

---

ANOORAQ RESOURCES
  CORPORATIONConsolidated Statements of Shareholders'
    Equity(Deficit)(Expressed in Canadian Dollars)

|                                                                         |  |                         |  |   | Year ended              |   |  |                         |  |   | Year ended  |   |  |             |  |   | Year ended  |  
|------------------------------------------------------------------------ |  | ----------------------- |  | - | ----------------------- | - |  | ----------------------- |  | - | ----------- | - |  | ----------- |  | - | ----------- | -
|                                                                         |  | December
      31, 2008 |  |   | December
      31, 2007 |   |  | December
      31, 2006 | 
|                                                                         |  |                         |  |   |                         |   |  |                         |  |   |             |   |  |             |  |   |             |  
|                                                                         |  |                         |  |   |                         |   |  |                         |  |   |             |   |  |             |  |   |             |  
|                                                                         |  | Number of               |  |   |                         |   |  | Number of               |  |   |             |   |  | Number of   |  |   |             |  
|Share capital                                                            |  | shares                  |  |   |                         |   |  | shares                  |  |   |             |   |  | shares      |  |   |             |  
|Balance at beginning of the year                                         |  | 185,208,607             |  | $ | 51,855,350              |   |  | 148,220,407             |  | $ | 50,207,363  |   |  | 148,220,407 |  | $ | 50,207,363  |  
|Share purchase options exercised at $1.40 per share                      |  | 1,410,000               |  |   | 1,974,000               |   |  | 883,200                 |  |   | 1,236,480   |   |  |            |  |   |            |  
|Share purchase options exercised at
      $0.95 per share                |  |                        |  |   |                        |   |  | 100,000                 |  |   | 95,000      |   |  |            |  |   |            |  
|Share purchase options exercised at $2.97 per share                      |  | 21,400                  |  |   | 63,558                  |   |  | 5,000                   |  |   | 14,850      |   |  |            |  |   |            |  
|Fair value of stock options allocated
      to shares issued on exercise |  |                        |  |   | 1,055,433               |   |  |                        |  |   | 301,657     |   |  |            |  |   |            |  
|Common shares issued (note 6 (b))                                        |  |                        |  |   |                        |   |  | 36,000,000              |  |   |            |   |  |            |  |   |            |  
|Balance at end of the year                                               |  | 186,640,007             |  | $ | 54,948,341              |   |  | 185,208,607             |  | $ | 51,855,350  |   |  | 148,220,407 |  | $ | 50,207,363  |  
|                                                                         |  |                         |  |   |                         |   |  |                         |  |   |             |   |  |             |  |   |             |  
|Contributed surplus                                                      |  |                         |  |   |                         |   |  |                         |  |   |             |   |  |             |  |   |             |  
|Balance at beginning of the year                                         |  |                         |  | $ | 13,254,905              |   |  |                         |  | $ | 4,849,043   |   |  |             |  | $ | 4,824,697   |  
|Stock-based compensation                                                 |  |                         |  |   | 5,385,502               |   |  |                         |  |   | 8,707,519   |   |  |             |  |   | 24,346      |  
|Fair value of stock options allocated to shares issued on exercise       |  |                         |  |   | (1,055,433              | ) |  |                         |  |   | (301,657    | ) |  |             |  |   |            |  
|Balance at end of the year                                               |  |                         |  | $ | 17,584,974              |   |  |                         |  | $ | 13,254,905  |   |  |             |  | $ | 4,849,043   |  
|                                                                         |  |                         |  |   |                         |   |  |                         |  |   |             |   |  |             |  |   |             |  
|Deficit                                                                  |  |                         |  |   |                         |   |  |                         |  |   |             |   |  |             |  |   |             |  
|Balance at beginning of the year                                         |  |                         |  | $ | (60,376,436             | ) |  |                         |  | $ | (46,080,305 | ) |  |             |  | $ | (41,575,461 | )
|Loss for the year                                                        |  |                         |  |   | (13,485,667             | ) |  |                         |  |   | (14,296,131 | ) |  |             |  |   | (4,504,844  | )
|Balance at end of the year                                               |  |                         |  | $ | (73,862,103             | ) |  |                         |  | $ | (60,376,436 | ) |  |             |  | $ | (46,080,305 | )
|                                                                         |  |                         |  |   |                         |   |  |                         |  |   |             |   |  |             |  |   |             |  
|                                                                         |  |                         |  |   |                         |   |  |                         |  |   |             |   |  |             |  |   |             |  
|TOTAL SHAREHOLDERS' EQUITY                                               |  |                         |  | $ | (1,328,788              | ) |  |                         |  | $ | 4,733,819   |   |  |             |  | $ | 8,976,101   |  

See accompanying notes to consolidated financial
  statements

---

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

|                                                                                               |   | Year ended December 31 |  
|---------------------------------------------------------------------------------------------- | - | ---------------------- | -
|                                                                                               |   | 2008                   |  
|Operating activities                                                                           |   |                        |  
|Loss for the year                                                                              | $ | (13,485,667            | )
|Items not involving cash:                                                                      |   |                        |  
|Amortization                                                                                   |   | 61,140                 |  
|Accretion
      on term loan                                                                   |   | 88,771                 |  
|Future income tax recovery                                                                     |   | (1,000                 | )
|Accrued
      interest on term loan (note 7)                                                   |   | 1,759,645              |  
|Stock-based compensation
      (note 8 (b))                                                    |   | 5,385,502              |  
|Gain on
      disposal of equipment                                                            |   | (5,779                 | )
|Unrealized foreign exchange
      gain                                                         |   | (313,541               | )
|Equity loss
      from interest in Ga-Phasha project (note 6)                                  |   | 143,069                |  
|Changes in non-cash operating working capital:                                                 |   |                        |  
|Amounts receivable                                                                             |   | 9,135                  |  
|Amounts due to related
      parties                                                           |   | 748,463                |  
|Prepaid expenses                                                                               |   | (11,501                | )
|Accounts payable and accrued liabilities                                                       |   | 529,665                |  
|Payment of accrued interest                                                                    |   | (1,885,517             | )
|Cash and cash equivalents
      used by operating activities                                   |   | (6,977,615             | )
|                                                                                               |   |                        |  
|Investing activities                                                                           |   |                        |  
|Purchase of equipment                                                                          |   | (473,642               | )
|Proceeds received on disposal of equipment                                                     |   | 54,140                 |  
|Deferred acquisition costs                                                                     |   | (1,219,813             | )
|Equity investment                                                                              |   |                       |  
|Cash and cash equivalents provided (used) by investing activities                              |   | (1,639,315             | )
|                                                                                               |   |                        |  
|Financing activities                                                                           |   |                        |  
|Issuance of common shares                                                                      |   | 2,037,558              |  
|Proceeds from increase in term loan                                                            |   | 3,630,000              |  
|Financing costs paid                                                                           |   |                       |  
|Cash and cash equivalents provided (used ) by financing activities                             |   | 5,667,558              |  
|                                                                                               |   |                        |  
|Effect of exchange rate changes on cash and cash quivalents held in foreign
      jurisdiction |   | (331,775               | )
|Increase (decrease) in cash and cash equivalents                                               |   | (3,281,147             | )
|Cash and cash equivalents, beginning of year                                                   |   | 7,131,821              |  
|Cash and cash equivalents, end of year                                                         | $ | 3,850,674              |  
|                                                                                               |   |                        |  
|                                                                                               |   |                        |  
|Supplementary information                                                                      |   |                        |  
|Interest paid                                                                                  | $ | 1,930,842              |  
|Interest received                                                                              | $ | (179,119               | )
|                                                                                               |   |                        |  
|                                                                                               |   |                        |  
|Non-cash operating, financing and investing activities                                         |   |                        |  
|Financing costs accrued in accounts
      payable and accrued liabilities                      | $ |                       |  
|Fair value of options allocated to shares issued on
      exercise of options                  | $ | 1,055,433              |  
|Shares issued to Pelawan Investments
      (Proprietary) Limited (note 6 (b))                  | $ |                       |  

See accompanying notes to consolidated financial
  statements

---

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

|Republic of South
      Africa                   |   | Year ended December 31 |  
|------------------------------------------------ | - | ---------------------- | -
|                                                 |   | 2008                   |  
|Northern Limb of the Bushveld Complex            |   |                        |  
|Assays and analysis                              | $ |                       |  
|Engineering                                      |   | 11,297                 |  
|Environmental and socioeconomic                  |   |                       |  
|Geological and consulting                        |   | 2,005                  |  
|Graphics                                         |   | 3,279                  |  
|Property fees and assessments (recovery)         |   | (4,880                 | )
|Property option payments                         |   | 10,248                 |  
|Site activities                                  |   | 36,768                 |  
|Transportation                                   |   | 16,352                 |  
|                                                 |   | 75,069                 |  
|                                                 |   |                        |  
|Eastern Limb of the Bushveld Complex             |   |                        |  
|Assays and analysis                              |   |                       |  
|Drilling                                         |   |                       |  
|Engineering                                      |   |                       |  
|Geological and
      consulting                  |   | 103,309                |  
|                                                 |   | 103,309                |  
|Other Exploration                                |   |                        |  
|Drilling                                         |   | 61,287                 |  
|Engineering                                      |   | 62,421                 |  
|Geological and consulting                        |   | 39,857                 |  
|                                                 |   | 163,565                |  
|Exploration expenses before the following        |   | 341,943                |  
|Stock-based
      compensation                   |   |                       |  
|Exploration expenses                             |   | 341,943                |  
|Cumulative expenditures,
      beginning of year |   | 25,927,192             |  
|Cumulative expenditures, end of year             | $ | 26,269,135             |  

See accompanying notes to consolidated financial
  statements

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in
      Canadian Dollars, unless otherwise stated)

|1. | NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Anooraq Resources Corporation (the "Company" or
      "Anooraq") is incorporated in the Province of British Columbia, Canada and
      its principal business activity is the exploration of mineral property
      interests. Since 1999, the Company has focused on mineral property
      interests located in the Republic of South Africa, with particular
      attention on the Bushveld Complex (Note 6).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company is in the process of exploring its mineral
      property interests and has not yet determined whether its mineral property
      interests contain economically recoverable mineral reserves. The
      underlying value and the recoverability of the amounts shown for mineral
      property interests are entirely dependent upon the existence of
      economically recoverable mineral reserves, the ability of the Company to
      obtain the necessary financing to complete the exploration and development
      of the mineral property interests, and future profitable production or
      proceeds from the disposition of the mineral property interests.                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The consolidated financial statements are prepared on the
      basis that the Company will continue as a going concern which contemplates
      the realization of assets and settlement of liabilities in the normal
      course of operations as they come due. The Company is currently in the
      process of completing a proposed transaction to acquire an operating mine
      (note 12), which would result in immediate cash flows from operations but
      requires debt and equity financing to complete the transaction. As at
      December 31, 2008, the Company had cash and cash equivalents of $3,850,674
      and working capital of $587,726 and continues to incur expenditures
      related to the completion of the proposed transaction. Furthermore, as the
      Company is an exploration-stage company, the Company historically did not
      have any sources of revenues and historically has incurred recurring
      losses.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Management recognizes that the Company will need to
      acquire additional financial resources in order to meet its planned
      business objectives. The Company is monitoring all expenditures and
      implementing appropriate cash management strategies to ensure that it has
      sufficient cash resources to fund expenditure requirements until June 2009
      by which time the Company is seeking to receive regulatory, governance and
      shareholder approval for the proposed transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Management is confident of completing the proposed
      transaction. However, there can be no assurances on the outcome of the
      approval process, the timing or availability of additional financial
      resources required, or the ability of the Company to achieve profitability
      or positive cash flows subsequent to the close of the proposed
      transaction. If the proposed transaction does not close, the Company
      expects that additional debt or equity financing will be required in order
      to continue normal operations and the required financing may not be
      readily available on acceptable terms. If adequate additional financing is
      not obtained, the Company will be required to curtail operations and
      exploration activities. Furthermore, failure to continue as a going
      concern would require that the Companys assets and liabilities be
      restated on a liquidation basis.        

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|   | Subsequent to year-end on June 16, 2009, the Company announced that the proposed transaction was approved by the Companys shareholders for implementation. All outstanding regulatory approvals were obtained by the Company and
      all outstanding conditions fulfilled and the proposed transaction was completed with an effective date of July 1, 2009 (note 12). As a result of the completion of the transaction and the related additional financial resources that the Company
      secured, the Company now expects that the cash flows from the acquired mining operations and the additional financing available is sufficient to meet ongoing operating cash requirements.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | These financial statements have been prepared in accordance with Canadian generally accepted accounting principles. The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are
      wholly owned. The Company's investment in the Ga-Phasha joint venture (note 6(b)) is accounted for using the equity method.                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | All material intercompany balances and transactions have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|a) | Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Cash and cash 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. Cash and cash equivalents,
      are designated as held for trading and recorded at fair value.                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|b) | Accounts receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Accounts receivable are accounted for at amortised cost.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|c) | Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Equipment is carried at cost less accumulated amortization. Amortization is provided on a declining balance basis at various rates ranging from 15% to 30% per annum.                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|d) | Deferred acquisition costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Acquisition costs incurred prior to the finalization and determination of a major transaction by the Company are capitalized until the transaction to which they relate is finalized at which time these costs are included in the
      cost of acquisition.                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|e) | Mineral property interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Exploration expenses incurred prior to determination of the feasibility of mining operations and periodic option payments are expensed as incurred. Mineral property acquisition costs, and exploration and development expenditures
      incurred subsequent to the determination of the feasibility of mining operations and approval of development by the Company, are capitalized until the property to which they relate is placed into production, sold, allowed to lapse or abandoned.

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|   | Mineral property acquisition costs include the cash consideration and the fair market value of common shares and warrants issued for mineral property interests, pursuant to the terms of the relevant agreements. These costs will be
      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 impairment in value has been determined to have occurred.                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | An impairment review of mineral property interests is carried out when there is an indication that these may be impaired by comparing the carrying amount of the interest to its estimated recoverable amount. Where the recoverable
      amount is less than the carrying amount an impairment charge is included in expenses in order to reduce the carrying amount of mineral property interest to its fair value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|f) | Investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Investments in entities over which the Company exercises significant influence or variable interest entities in which the Company is not the primary beneficiary are accounted for using the equity method. Investments in joint
      ventures which the Company jointly controls and which are not variable interest entities are accounted for using the proportionate consolidation method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|g) | Accounts payable, accrued liabilities and term loan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Accounts payable, accrued liabilities and term loan are accounted for at amortised cost.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|h) | 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, using the substantively enacted or 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 carrying value of future income tax assets is
      adjusted, if necessary, by the use of a valuation allowance to reflect the amount that is considered to be more likely than not to be realized.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|i) | 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 period. For all years presented, the loss available to common
      shareholders equals the reported loss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Diluted loss per common share is calculated using the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted loss per share assumes that
      the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|   | In the years presented, diluted loss per share is the same as basic loss per share as the effect of including outstanding options and warrants in the loss per share calculation would be anti- dilutive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|j) | Translation of foreign currencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company's functional currency is the Canadian dollar. Monetary assets and liabilities denominated in a foreign currency 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 fair value, in which case they are translated at the exchange rates in effect on the balance sheet date. Revenues and expenses, except amortization,
      are translated at the average exchange rates for the year. Amortization is translated at the same exchange rate as the assets to which it relates. Gains or losses on translation are recorded in the statement of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|k) | Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The preparation of financial statements 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 year. Significant areas requiring the use of management estimates include the determination of the impairment of mineral property interests, reclamation
      obligations, valuation allowances for future income tax assets, and the assumptions used in determining fair value of non-cash stock-based compensation. Actual results could differ from these estimates.                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|l) | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company has a share option plan which is described in note 8(b). The Company records all stock-based payments granted using the fair value method. Under the fair value method, stock- based compensation is measured at the fair
      value on the grant date and charged to operations over the vesting period with a corresponding credit to contributed surplus.                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Consideration received on the exercise of stock options is recorded as share capital and the related contributed surplus is transferred to share capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|m) | Asset retirement obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company recognizes statutory, contractual or other legal obligations related to the retirement of tangible long-lived assets when such obligations are incurred, if a reasonable estimate of fair value can be made. These
      obligations are measured initially at fair value and the resulting costs are capitalized to the carrying value of the related asset. In subsequent periods, the liability is adjusted for any changes in the amount or timing and for the discounting of
      the underlying future cash flows. The capitalized asset retirement cost is amortized to operations over the life of the asset. To date no asset retirement obligations were required to be recognized.                              

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|n) | Variable interest entities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company accounts for variable interest entities (VIE) in accordance with the Canadian Institute of Chartered Accountants (CICA) Accounting Guideline 15, "Consolidation of Variable Interest Entities"
      ("AcG15"). AcG15 prescribes the application of consolidation principles for entities that meet the definition of a VIE and for which the Company is considered the primary beneficiary. VIEs are entities in which equity investors do not have the
      characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The primary beneficiary is the party that has
      exposure to a majority of the expected losses and/or expected residual returns of the VIE. An enterprise holding other than a voting interest in a VIE could, subject to certain conditions, be required to consolidate the VIE if it is considered its
      primary beneficiary. The Company has concluded that the Ga-Phasha Project qualifies as a VIE but that the Company is not the primary beneficiary.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|o) | Segment disclosures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company operates in a single operating segment, being the exploration of mineral properties in the Republic of South Africa.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|p) | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Comprehensive income is the change in the Companys shareholder equity that results from transactions and other events from other than the Companys shareholders and includes items that would not normally be included in
      net income (loss), such as unrealized gains or losses on available-for-sale investments. Certain gains and losses that would otherwise be recorded as part of net income are to be presented in other accumulated comprehensive income until it is
      considered appropriate to recognize into net income. Accumulated other comprehensive income is presented as a new category in shareholders equity. As at December 31, 2008, the Company had no accumulated other comprehensive income and for the
      year ended December 31, 2008, comprehensive loss equals net loss.                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|q) | Comparative figures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Certain of the prior years comparative figures have been reclassified to conform to the presentation adopted for the current year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|4. | CHANGES IN ACCOUNTING POLICY
|-- | ----------------------------

|(a) | Newly Adopted Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Effective January 1, 2008, the Company adopted the following new accounting standards issued by the Canadian Institute of Chartered Accountants (CICA). These new standards have been adopted on a prospective basis with
      no restatement to prior period financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | This standard requires disclosure of an entity's objectives, policies and processes for managing capital, quantitative data about what the entity regards as capital and whether the entity has complied with any externally imposed
      capital requirements and, if it has not complied, the consequences of such non-compliance.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern so that it can continue to explore and develop its projects for the benefit of its shareholders and other
      stakeholders. The Company considers the components of shareholders equity and term loan, as capital. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk
      characteristics of the underlying assets. The Company may issue new shares through private placements or incur debt financing in order to maintain or adjust the capital structure.                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The Company is required to spend at least 60% of the proceeds of the term loan (note 7) to fund expenditure on the Ga-Phasha project). The Company is currently in compliance with the restriction as of December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general
      industry conditions. There were no changes to the Companys approach to capital management during the year ended December 31, 2008. The Company is not subject to externally imposed capital requirements as at December 31, 2008.                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | These standards replace CICA 3861, Financial Instruments  Disclosure and Presentation. They increase the disclosures from those previously required to enable users to evaluate the significance of financial instruments to an
      entity's financial position and performance, including disclosures about fair value. In addition, disclosure is required of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified
      minimum disclosures about credit risk, liquidity risk and market risk. The quantitative disclosures must provide information about the extent to which the entity is exposed to risk, based on information provided internally to the entitys key
      management personnel.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The carrying value of the Companys cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and due to related parties, approximates their fair value due to the ability to immediately
      liquidate on their short terms to maturity. The fair value of the term loan is approximately $15.0 million based on the expected future cash flows and current market rates of interest.                                                                                                                                                                                                                                                                                                                                                         

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

Financial Instrument Risk Exposure
  and Risk Management

The Company is exposed in varying
  degrees to a variety of financial instrument related risk, including credit
  risk, liquidity risk, foreign exchange risk, interest risk and commodity price
  risk.

Credit Risk

Credit risk is the risk of potential
  loss to the Company if counterparty to a financial instrument fails to meet its
  contractual obligations. The Companys credit risk is primarily attributable to
  its liquid financial assets, including cash and cash equivalents and accounts
  receivable. The Company limits exposure to credit risk on liquid financial
  assets through maintaining its cash and cash equivalents with high-credit
  quality financial institutions. The carrying value of the Companys cash and
  cash equivalents and amounts receivable represent the maximum exposure to credit
  risk.

Liquidity Risk

Liquidity risk is the risk that the
  Company will not be able to meet its financial obligations as they fall due. The
  Company ensures that there is sufficient capital in order to meet short term
  business requirements, after taking into account cash flows from operations and
  the Companys holdings of cash and cash equivalents. The Companys cash and cash
  equivalents are invested in business accounts which are available on demand for
  the Companys programs. The Company operates in South Africa. Like other foreign
  entities operating there, the Company is subject to currency exchange controls
  administered by the South African Reserve Bank, that 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 African 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. The
  repatriation of cash held in South Africa is permitted upon the approval of the
  South African Reserve Bank. Cash balances in South Africa are the Rand balances
  disclosed under Foreign Exchange Risk below.

The following are the contractual
  maturities of financial liabilities as at December 31, 2008:

Carrying
      
      
      Contractual
      
      
      2009
      
      
      2010
      
      
      2011
      
      
      2012Amount
      
      
      cash flowAccounts payable & accrued liabilities
      $
      1,004,767
      
      
      1,004,767
      
      
      1,004,767
      
      
      -
      
      
      -
      
      
      -Amounts due to related parties
      
      794,072
      
      
      794,072
      
      
      794,072
      
      
      -
      
      
      -
      
      
      -Amounts due for operating leases
      
      -
      
      
      1,471,967
      
      
      337,117
      
      
      365,468
      
      
      396,371
      
      
      373,011Term loan & interest payable
      
      14,703,416
      
      
      18,911,865
      
      
      4,155,331
      
      
      14,756,534
      
      
      -
      
      
      -


---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

Contractual payments in terms of
  routine rental payments are based on rental costs at the agreed annual
  escalation of 9% per annum.

Contractual interest payments on the
  term loan are based on the interest rate in effect at December 31, 2008 assuming
  that the rate remains in effect for the term of the loan.

Foreign Exchange Risk

In the normal course of business, the
  Company enters into transactions for the purchase of supplies and services
  denominated in ZAR. In addition, the Company has cash and cash equivalents,
  accounts receivable and certain liabilities denominated in ZAR. As a result, the
  Company is subject to foreign exchange risk from fluctuations in foreign
  exchange rates. The Company has not entered into any derivative or other
  financial instruments to mitigate this foreign exchange risk.

The exposure of the Companys cash and
  cash equivalents and accounts receivable to foreign exchange risk is as
  follows:

| |                        |   |           |  |   |           | 
| | ---------------------- | - | --------- |  | - | --------- | 
| | Currency               |   | 2008      |  |   | 2007      | 
| |                        |   |           |  |   |           | 
| | South African Rand     | $ | 3,529,715 |  | $ | 6,648,832 | 
| | Other                  |   | 26,741    |  |   | 37,435    | 
| | Total Financial Assets | $ | 3,556,456 |  | $ | 6,686,267 | 

The exposure of the Companys accounts
  payable and accrued liabilities, amounts due to related parties, and term loan
  to foreign exchange risk is as follows:

| |                    |   |            |  |   |            | 
| | ------------------ | - | ---------- |  | - | ---------- | 
| | Currency           |   | 2008       |  |   | 2007       | 
| |                    |   |            |  |   |            | 
| | South African Rand | $ | 15,193,991 |  | $ | 11,816,622 | 

A 10 percent change of the Canadian
  dollar against the ZAR at December 31, 2008 would have changed net loss by
  approximately $1.2 million. This analysis assumes that all other variables, in
  particular interest rates, remain constant.

Interest Rate Risk

The Company has a financing agreement
  with Anglo American Platinum Corporation (Anglo Platinum) whereby Anglo
  Platinum, through its wholly owned subsidiary Rustenburg Platinum Mines Limited
  (RPM), loaned an amount of ZAR 100 million to Plateau Resources (Proprietary)
  Limited (Plateau), a subsidiary of the Company. The loan bears interest at
  prime plus two percent, as quoted by the Standard Bank of South Africa, and is
  subject to interest rate change risk.

A 100 basis point change in the prime
  rate for the year ended December 31, 2008, would have changed net loss by
  approximately $0.1 million. This analysis assumes that all other variables, in
  particular foreign exchange rates, remain constant.

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|    | Commodity Price Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | While the value of the Company's resource properties
      depends on the price of platinum group metals (PGM) and their outlook,
      the Company currently does not have any operating mines and hence, does
      not have any hedging or other commodity based price risks in respect of
      its operational activities. PGM prices historically have fluctuated widely
      and are affected by numerous factors outside of the Company's control,
      including, but not limited to, industrial and retail demand, forward sales
      by producers and speculators, levels of worldwide production, and
      short-term changes in supply and demand because of hedging
      activities.                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | Accounting Policies Not Yet Adopted                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | International Financial Reporting Standards
      ("IFRS")                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | In 2006, the Canadian Accounting Standards Board ("AcSB")
      published a new strategic plan that will significantly affect financial
      reporting requirements for Canadian companies. The AcSB strategic plan
      outlines the convergence of Canadian Generally Accepted Accounting
      Principles (GAAP) with IFRS over an expected five year transitional
      period. In February 2008, the AcSB announced that all publicly-listed
      companies will be required to use IFRS effective January 2011 replacing
      GAAP.                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Company was granted approval by applicable securities
      regulators on February 18, 2009 to early adopt IFRS starting January 1,
      2009. The Company has substantially completed the process of transitioning
      from current Canadian GAAP to IFRS. It has established a formal project
      plan, allocated internal resources and engaged expert consultants,
      monitored by a Steering Committee to manage the transition from GAAP to
      IFRS reporting. The Audit Committee and the Board of Directors are
      regularly updated with the progress of the convergence project through
      communication and meetings. The Companys transition date for converting
      to IFRS is January 1, 2008 and comparative periods for 2008 will be
      restated under IFRS.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Subsequent to year end, the Company reported its interim
      consolidated financial statements for the first quarter of fiscal 2009 in
      accordance with IFRS. The associated condensed interim financial
      statements and the note disclosures were presented in accordance with the
      International Accounting Standard 34, Interim Financial
        Reporting.                                                                                                                                                                                                                                                                                                                                                                                                                       

|5. | EQUIPMENT
|-- | ---------

December 31, 2008
      
      
      December 31, 2007Accumulated
      
      
      Net book
      
      
      
      
      
      Accumulated
      
      
      Net bookCost
      
      
      amortization
      
      
      value
      
      
      Cost
      
      
      amortization
      
      
      valueOffice
      $
      540,482
      
      $
      70,847
      
      $
      469,635
      
      $
      66,840
      
      $
      14,575
      
      $
      52,265Vehicles
      
      
      
      
      
      
      
      
      
      
      116,368
      
      
      63,139
      
      
      53,229$
      540,482
      
      $
      70,847
      
      $
      469,635
      
      $
      183,208
      
      $
      77,714
      
      $
      105,494


---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|6. | MINERAL PROPERTY
      INTERESTS
|-- | --------------------------------

| |                                                     |   | Year ended        |   |   | Year ended        |   |   | Year ended        |  
| | --------------------------------------------------- | - | ----------------- | - | - | ----------------- | - | - | ----------------- | -
| |                                                     |   | December 31, 2008 |   |   | December 31, 2007 |   |   | December 31, 2006 |  
| | Ga-Phasha Project (note 6(b))                       |   |                   |   |   |                   |   |   |                   |  
| | Balance, beginning of year                          | $ | 4,878,714         |   | $ | 4,040,751         |   | $ | 4,302,000         |  
| | Equity
      loss  exploration expenses            |   | (143,069          | ) |   | (920,608          | ) |   | (555,677          | )
| | Net investments during
      the year               |   | -                 |   |   | 1,481,571.        |   |   | 59,428.           |  
| | Equity
      gain  future income tax recovery      |   | 1,000             |   |   | 139,000.          |   |   | 121,000.          |  
| | Equity gain  foreign exchange                      |   | 57,000            |   |   | 138,000.          |   |   | 114,000.          |  
| | Ga-Phasha Project, end of
      year                |   | 4,793,645         |   |   | 4,878,714         |   |   | 4,040,751         |  
| | Platreef Properties  acquisition costs (note 6(a)) |   | 4,200,000         |   |   | 4,200,000         |   |   | 4,200,000         |  
| | Balance, end of year                                | $ | 8,993,645         |   | $ | 9,078,714.        |   | $ | 8,240,751.        |  

|(a) | Northern Limb of the Bushveld Complex, South
      Africa                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Platreef                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The Company completed its acquisition of Plateau during
      the period October 1999 to November 2003. Plateau holds the Platreef
      properties located on the Northern Limb of the Bushveld Complex in South
      Africa.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 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 Portion 2 of the Elandsfontein 766LR farm located contiguous
      to the pre-existing Platreef properties. In July 2001, Plateau acquired
      the right to purchase a 100 percent interest in the farm Hamburg 737LR
      (2,126 hectares) and Portion 1 of the farm Elandsfontein 766LR (428
      hectares), located contiguous to the north end of the pre- existing
      Platreef properties. The options to purchase the farms lapsed during the
      year ended December 31, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In August 2002, the Company entered into a five year
      prospecting contract, expiring August 2007, with an option to extend the
      agreement for an additional three years with the South African Department
      of Mines and Energy (DME) for farm Noord Holland 775LR (1,229 hectares)
      bringing the aggregate land package of its Platreef Property to
      approximately 13,400 hectares. Annual option fees ranging from ZAR 3 per
      hectare to ZAR 18 per hectare are payable to the DME. The joint venture
      partners (Plateau and RPM) have received conversion to new order
      prospecting rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Rietfontein                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | On October 10, 2001, the Company completed an agreement
      with African Minerals Ltd., now Ivanhoe Nickel and Platinum Ltd.
      (Ivanplats), a private affiliate of Ivanhoe Capital Corporation, whereby
      Ivanplats has the right to earn a 50% interest in the Company's 2,900
      hectare Rietfontein 2KS farm ("Rietfontein"). Under the terms of this
      agreement, Ivanplats had to 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 is disagreement over
      budgets, compilation and analysis of the exploration results, and the
      overall adequacy and completeness of Ivanplats exploration activities.
      The Company and Ivanplats are currently in discussions over these matters,
      both outside of and within a formal arbitration process, pursuant to the
      terms of the earn-in agreement.

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

Kwanda

In 2002, the Company completed an
  agreement with RPM, for the right to acquire up to an 80% interest in twelve PGM
  properties located on the Northern Limb of the Bushveld Complex.

The Company acquired an initial 50%
  interest in the PGM rights to the twelve properties and can maintain its
  interest by incurring exploration expenditure totaling ZAR 25 million within
  five years. The Company, spent ZAR 2.5 million in year one, ZAR 5 million in
  year two, and was required to spend ZAR 5 million in each of years three and
  four and ZAR 7.5 million in year five. The Company has not completed its
  exploration expenditure requirement from years three to five, and both parties
  have mutually agreed to suspend indefinitely the expenditure requirements for
  years three to five.

The joint venture partners (Plateau and
  RPM) have received conversion to new order prospecting rights for the Kwanda
  North and Kwanda South properties.

If a mineral resource is identified,
  the Company can earn an additional 30% interest by bringing the property into
  commercial production. RPM 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 RPM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.

On completion of the Lebowa transaction
  (note 12) this project will be transferred into a newly incorporated company and
  Anooraq will own 51% of the project through Plateau.

Boikgantsho

On November 26, 2003, the Company
  entered into a joint venture Agreement with Potgietersrust Platinum Limited
  ("PPRust"), a wholly owned subsidiary of Anglo 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 a portion of PPRust's
  adjacent Overysel 815LR farm. These farms are located on the Northern Limb of
  the Bushveld Complex. Plateau has received new order prospecting rights on its
  Witrivier and Drenthe properties.

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

Pursuant to the terms of the Joint
  Venture Agreement, the Company and PPRust formed an initial 50/50 joint venture
  (the "Boikgantsho JV") to explore these farms for a period of up to five years.
  During the five year period ended December 31, 2008, Anooraq operated the
  exploration programs and spent ZAR 12.35 million. Anooraq now has the option to
  proceed on a year-by-year basis and to take the project to a bankable
  feasibility study ("BFS") level.

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

On completion of a BFS, the parties, by
  agreement, may proceed to exploitation subject to certain 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. Anooraq and PPRust each have the right to make a cash payment to the other
  party or to fund additional capital contributions to equalize their respective
  contributions. During development, the Boikgantsho JV will be seeking a Black
  Economic Empowerment ("BEE") partner to participate in the project (which may be
  Anooraq itself) with the original Boikgantsho JV partners dividing the remaining
  interest.

Should the Company choose not to
  proceed, PPRust has the option of acquiring the Company's interest at the
  aggregate of (i) the net present value of exploiting the Company's mineral
  rights as a standalone mining operation, by applying an agreed discount rate as
  determined in the BFS, and (ii) all exploration expenditures (as defined in the
  agreement) incurred by the Company up to the completion of the BFS. Should Anglo
  Platinum decide not to contribute to exploitation, its interest will be diluted
  over time pursuant to a formula taking into account expenditure on the project
  by the contributing parties. Anglo Platinum will remain entitled to a minimum
  12.5% non-contributory interest, adjusted depending on the final PGM royalty to
  be established under the South African Mineral and Petroleum Royalty Bill, to a
  maximum of 15%.

Anglo Platinum has the right to enter
  into a PGM Ore or Concentrate Purchase and Disposal Agreement at the
  exploitation phase, based on standard commercial terms, whereby PGM produced
  from the operation would be treated at Anglo Platinum's facilities.

On completion of the Lebowa transaction
  (note 12) this project will be transferred into a wholly newly incorporated
  company and Anooraq will own 51% of the project through Plateau

b)Eastern Limb of the
  Bushveld Complex, South Africa - Ga-Phasha

In January 2004, the Company and
  Pelawan Investments (Proprietary) Limited ("Pelawan"), a private South African
  BEE company, combined their respective PGM assets, comprising the Company's
  Northern and Western Limb PGM projects and Pelawan's 50% participation interest
  in the Ga-Phasha PGM Project ("Ga-Phasha") on the Eastern Limb of the Bushveld
  Complex in South Africa. The Ga-Phasha property consists of four farms  Portion
  1 of Paschaskraal 466KS, and the whole of farms Klipfontein 465KS, De Kamp 507KS
  and Avoca 472KS  covering an area of approximately 9,700 hectares.

The mineral title relating to the
  Ga-Phasha Project is held by Micawber 277 (Proprietary) Limited ("Micawber"), a
  private South African corporation which was owned 50% by Anglo Platinum and 50%
  by Pelawan. All the relevant prospecting right applications for the Ga-Phasha
  project have been submitted to the DME and are awaiting approval. On completion
  of the Lebowa transaction (note 12) this project will be transferred into a
  newly incorporated company and Anooraq will own 51% of the project through
  Plateau.

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

Pursuant to the terms of the agreement
  the Company issued 91.2 million common shares (the "Consideration Shares") and
  paid ZAR 15,652,744 ($3,055,416). Approximately 83 million Consideration Shares
  are being held in escrow until the earlier of September 29, 2010 or twelve
  months after the commencement of commercial production from the Ga-Phasha
  Project at which time they will be released. The transaction was completed on
  September 29, 2004 and consequently Anooraq became a BEE company, by virtue of
  being majority owned by HDSAs. The Ga-Phasha Project is a 50/50 joint venture
  between Plateau and Anglo Platinum, governed by, among other things, a
  shareholders' agreement relating to Micawber entered into in September 2004.
  Work on the Ga-Phasha Project is continuing towards the completion of a
  pre-feasibility study.

The transaction constituted a reverse
  take-over under the policies of the TSX Venture Exchange. This transaction was
  accounted for as an acquisition by Anooraq of Micawber's 50% interest in its
  mineral properties. However, because neither the fair value of the Anooraq
  shares issued, nor the fair value of the mineral property interests acquired
  could be readily determined, the acquisition was recorded at the net book value,
  as determined in accordance with Canadian generally accepted accounting
  principles, of Micawber's net assets acquired, being a cash payment of
  $3,055,416 plus related transaction costs amounting to $ 1,439,329.

The share exchange agreement which gave
  effect to the combination provided that if any financings in relation to the
  Ga-Phasha and Drenthe-Overysel (subsequently renamed "Boikgantsho") Projects
  (the Projects) took place prior to September 30 2005 (the Finalization Date)
  and the shareholder dilution associated with of such financings caused Pelawans
  shareholding in Anooraq to fall below a 52% minimum shareholding, Anooraq would
  issue additional common shares to Pelawan in order to maintain that minimum.
  This 52% minimum shareholding allows for compliance with BEE equity requirements
  under South African mineral legislation and was also a requirement of the South
  African Reserve Bank for approving the transaction. The share exchange agreement
  further provided that, to the extent that if no such dilutive financings had
  taken place by the Finalization Date, certain dilutive financings were deemed to
  have occurred by that date.

Neither additional financings nor
  bankable feasibility studies for the Projects were completed by Anooraq as at
  September 30, 2005 and, in the absence of an amending agreement between the
  parties, a dilutive financing totaling $98.4 million and share issuances (based
  on the share price at the date of the deemed dilutive financing) would have been
  deemed to have taken place as at such date and the Company would have been
  obligated to issue to Pelawan that number of shares which, after notionally
  giving effect to the Deemed Dilutive Financings, would have resulted in Pelawan
  continuing to hold a 52% interest in the Company. In November 2005, Anooraq and
  Pelawan agreed to extend the Finalization Date to December 31, 2006.

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

| | (i) | Anooraq issued 36 million common shares (Adjustment
      Consideration Shares) to Pelawan as consideration for the
      settlement.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

| | (ii)  | Anooraq issued share purchase warrants to Pelawan for the
      purchase of 167 million common shares in Anooraq (BEE Warrants)
      exercisable until December 31, 2008. The BEE Warrants were exercisable at
      the higher of (a) $1.35 if exercised on or before December 31, 2007 or
      $1.48 if exercised after December 31, 2007 or (b) at a price that was 50%
      less than the price per Anooraq common share payable by arms length
      parties under an equity financing undertaken by the Company that either
      raises an amount of at least $98.4 million or was undertaken pursuant to a
      material transaction (Concurrent Financing).                                                                                                                                                                                                                                                          
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (iii) | From the date of issue (June 14, 2007) of the Adjustment
      Consideration Shares to Pelawan in (i) above or as a result of the
      exercise of any of the BEE Warrants up to the closing date of the
      Concurrent Financing, the common shares issued to Pelawan pursuant thereto
      were subject to a lock up arrangement and Pelawan was not entitled to
      dispose of any of these shares, save for the exemption referred to in (iv)
      below and the payment of taxes. After the closing date of the Concurrent
      Financing, the disposal of such shares would remain subject to the
      original lock up agreement entered into between Pelawan and Anooraq under
      the terms of the original acquisition transaction (the BEE Lock Up),
      which is the earlier of September 29, 2010 or twelve months after the
      commencement of commercial production from the Ga-Phasha
      Project.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (iv)  | Anooraq agreed to grant Pelawan an exemption to the BEE
      Lock Up for the purposes of facilitating Pelawans financing of the
      exercise of the BEE Warrants. In the event that Pelawan exercised any BEE
      Warrants, Pelawan would, in its sole discretion, be entitled to dispose
      that number of common shares up to 25% (or such greater amount as was
      required to facilitate the financing of the exercise of the BEE Warrants)
      of the aggregate common shares issued to Pelawan pursuant to such
      exercise, provided that all of the proceeds received by Pelawan from such
      disposal would be applied by Pelawan to support the financing of the
      exercise of the BEE Warrants and reasonable expenses related to such
      exercise.                                                                                                                                             

On the occurrence of a Concurrent
  Financing, Pelawan would have been obliged to exercise the BEE Warrants to
  ensure that, at a minimum; Anooraq retained its status as a 52% controlled BEE
  Company, in compliance with undertakings given by Pelawan and the Company in
  favour of the South African Reserve Bank and Anglo Platinum. The Company entered
  into an amending agreement (the Amending Agreement) with Pelawan to amend the
  exercise procedure of the BEE Warrants to allow Pelawan to finance the exercise
  of the BEE Warrants by way of a Bridge Loan Facility from Rand Merchant Bank
  (RMB). Pursuant to the Amending Agreement, on December 20, 2007, Pelawan
  exercised the BEE Warrants at a price per common share of $1.35 by depositing an
  escrowed amount equal to the aggregate exercise price for the BEE Warrants ($225
  million or ZAR1, 586 billion) into an interest bearing account with RMB, to be
  released pursuant to a Deposit Account Agreement (the Deposit Agreement)
  between RMB, Pelawan and Anooraq upon the satisfaction of certain release
  conditions.

The release conditions were not
  satisfied at December 31, 2008 and there was no close, resulting in the warrant
  exercise being cancelled. The warrants expired on December 31, 2008 and the
  Company did not receive the proceeds of the exercise nor the interest earned
  from the deposit account.

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

c) Impairment

In view of the deterioration of global
  economic conditions and the significant weakening of PGM prices, the Company
  performed impairment assessments on all its mineral property interests as at
  December 31, 2008. The impairment review considered the following:

| | • | Carrying value of mineral property interest as
      at December 31, 2008    
| | - | -----------------------------------------------------------------------------
| | • | Unfavorable changes in the property or project
      economics               
| | • | Decline in the market potential for PGMs                                    
| | • | Progress on development activities towards planned
      principal operations
| | • | Significant changes in exploration work programs                             
| | • | Mineral right and prospecting title with respect
      to lease terms.       

|   | The Company concluded that no impairment charge was
      required to the carrying value of its mineral property interest.                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7. | TERM LOAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In November 2006, the Company, through its wholly owned
      subsidiary Plateau, entered into a ZAR 70 million term loan agreement with
      RPM. On November 30, 2008, the Company reached an agreement with RPM
      whereby RPM amended the existing term loan facility by advancing an
      additional amount of ZAR 30 million to Anooraq on the same terms and
      conditions as the existing loan. The loan bears interest at prime plus two
      percent, as quoted by the Standard Bank of South Africa.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Interest payments are due and payable in six month
      intervals. The loan is repayable on the maturity date of September 30,
      2010. In November 2008, the terms of the loan was amended whereby payment
      of accrued interest for 2008 was deferred until April 30, 2009. Interest
      amounting to $1,735,663 (ZAR 13,239,923) was accrued as at December 31,
      2008 (2007  $1,892,197 (ZAR 12,263,772)).                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company incurred financing fees of $445,917 equal to
      4% of the initial loan principal. The unamortized fees totaled $159,630
      (2007  $273,381) as at December 31, 2008.                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company is required to spend 60% of the loan amount
      to fund work towards the preparation and completion of operational
      expenditures contemplated in a bankable feasibility study for the
      Ga-Phasha project. The loan is secured by the Companys interest in
      Micawber.                                                                                                                                                                                                                      

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|8. | SHARE CAPITAL
|-- | -------------

|(a) | Authorized share capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The Company's authorized share capital consists of an
      unlimited number of common shares without par value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(b) | Share option plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The Company has a share option plan approved by the
      shareholders that allows it to grant options, subject to regulatory terms
      and approval, to its directors, employees, officers, and consultants to
      acquire up to 18,300,000 common shares. As at December 31, 2008, 8,966,000
      options were outstanding and 1,915,400 options remained available to be
      granted. The exercise price of each option is set by the Board of
      Directors at the time of grant but cannot be less than the market price
      (less permissible discounts) on the TSX Venture Exchange. Options have a
      term of up to a maximum of ten years (however, the Company has
      historically granted options for up to a term of five years), and
      terminate 30 to 90 days following the termination of the optionees
      employment or term of engagement, except in the case of retirement or
      death. Vesting of options is at the discretion of the Board of Directors
      at the time the options are granted. The continuity of share purchase
      options is as follows:

| |                                  |                |  |            |   | Contractual      | 
| | -------------------------------- | -------------- |  | ---------- | - | ---------------- | 
| |                                  | Weighted       |  |            |   | weighted average | 
| |                                  | average        |  | Number of  |   | remaining life   | 
| |                                  | exercise price |  | options    |   | (years)          | 
| | Balance, December 31, 2005       | $1.47          |  | 4,778,200  |   | 3.61             | 
| | Cancelled                        | 1.90           |  | (235,000   | ) |                  | 
| | Expired                          | 1.84           |  | (555,000   | ) |                  | 
| | Balance, December
      31, 2006 | $1.39          |  | 3,988,200  |   | 3.23             | 
| | Granted                          | 2.99           |  | 5,005,000  |   |                  | 
| | Exercised                        | 1.36           |  | (988,200   | ) |                  | 
| | Cancelled                        | 1.40           |  | (310,000   | ) |                  | 
| | Balance, December
      31, 2007 | $2.43          |  | 7,695,000  |   | 4.12             | 
| | Granted                          | 2.86           |  | 2,851,000  |   |                  | 
| | Exercised                        | 1.42           |  | (1,431,400 | ) |                  | 
| | Cancelled                        | 3.22           |  | (148,600   | ) |                  | 
| | Balance, December
      31, 2008 | $2.72          |  | 8,966,000  |   | 3.72             | 

Options outstanding and exercisable at
  December 31, 2008 were as follows:

| |                   |              |  | Number of   |  |                |  | Weighted     | 
| | ----------------- | ------------ |  | ----------- |  | -------------- |  | ------------ | 
| |                   |              |  | options     |  | Number of      |  | average life | 
| | Expiry date       | Option price |  | outstanding |  | options vested |  | (years)      | 
| | December 17, 2010 | $1.40        |  | 1,285,000   |  | 1,285,000      |  | 1.9          | 
| | July 1, 2010      | $2.97        |  | 119,000     |  | 119,000        |  | 1.5          | 
| | October 15, 2012  | $3.27        |  | 251,000     |  | 251,000        |  | 3.8          | 
| | October 15, 2012  | $2.97        |  | 4,460,000   |  | 4,332,500      |  | 3.8          | 
| | June 25, 2013     | $2.76        |  | 916,000     |  | 916,000        |  | 4.5          | 
| | June 30, 2013     | $2.90        |  | 1,935,000   |  | 1,935,000      |  | 4.5          | 
| | Total             |              |  | 8,966,000   |  | 8,838,500      |  |              | 
| | Weighted average  |              |  |             |  |                |  |              | 
| | exercise price    |              |  | $2.72       |  | $2.40          |  |              | 

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

The exercise prices of all share
  purchase options granted during the period were equal to or greater than the
  market price at the grant date. Using the Black-Scholes option pricing model
  with the assumptions noted below, the estimated fair value of all options
  granted have been reflected in the consolidated statement of operations as
  follows:

| |                                                            |   | Year ended   |  |   | Year ended   |  |   | Year ended   | 
| | ---------------------------------------------------------- | - | ------------ |  | - | ------------ |  | - | ------------ | 
| |                                                            |   | December 31, |  |   | December 31, |  |   | December 31, | 
| |                                                            |   | 2008         |  |   | 2007         |  |   | 2006         | 
| | Stock-based compensation  Exploration                     | $ |             |  | $ | 1,491,849    |  | $ | 15,209       | 
| | Stock-based
      compensation  Office and administration |   | 5,385,502    |  |   | 7,215,670    |  |   | 9,137        | 
| | Credited to contributed surplus during the period          |   | 5,385,502    |  |   | 8,707,519    |  |   | 24,346       | 

The fair value of the options granted
  during the year ended December 31, 2008 was $5,385,502 (2007  $9,320,262; 2006
   $Nil). The assumptions used to estimate the fair value of options granted
  during the period were:

| |                         | 2008    | 2007          | 2006
| | ----------------------- | ------- | ------------- | ----
| | Risk free interest rate | 3%      | 4%            |    
| | Expected life           | 5 years | 2.5 - 5 years |    
| | Volatility              | 73%     | 71 - 74%      |    
| | Expected dividends      | Nil     | Nil           |    

|   | At the Companys annual general meeting on June 15, 2009,
      the exercise price of all outstanding options was amended to $1.29
|-- | ----------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                   
|9. | RELATED PARTY TRANSACTIONS AND
      BALANCES                                                                                     

| |                                |  |      |  |   |           |  |   | Year ended  |  |   |           | 
| | ------------------------------ |  | ---- |  | - | --------- |  | - | ----------- |  | - | --------- | 
| |                                |  | Note |  |   |           |  |   | December 31 |  |   |           | 
| | Services
      rendered by     |  | ref  |  |   | 2008      |  |   | 2007        |  |   | 2006      | 
| | Hunter Dickinson Services Inc. |  | (a)  |  | $ | 1,302,304 |  | $ | 798,330     |  | $ | 1,023,633 | 
| | CEC Engineering Ltd.           |  | (b)  |  |   | 4,927     |  |   | 26,589      |  |   | 127,781   | 

| |                                      |  |     |  |   | December 31, |  |   | December 31, |  |   | December 31, | 
| | ------------------------------------ |  | --- |  | - | ------------ |  | - | ------------ |  | - | ------------ | 
| | Related party
      balances payable |  |     |  |   | 2008         |  |   | 2007         |  |   | 2006         | 
| | Hunter Dickinson Services Inc.       |  | (a) |  | $ | 794,072      |  | $ | 44,042       |  | $ |             | 
| | CEC
      Engineering Ltd.           |  | (b) |  |   |             |  |   | 1,567        |  |   | 6,435        | 
| | Due to related parties               |  |     |  | $ | 794,072      |  | $ | 45,609       |  | $ | 6,435        | 

| | (a) | Hunter Dickinson Services Inc. ("HDSI") is a private
      company owned equally by several public companies, one of which is the
      Company. HDSI has certain directors in common with the Company and
      provides geological, corporate development, administrative and management
      services to, and incurs third party costs on behalf of, the Company and
      its subsidiaries on a full cost recovery basis pursuant to an agreement
      dated December 31, 1996.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b) | During the year ended December 31, 2008, the Company paid
      $4,927 (2007  $26,589, 2006  $127,781) to CEC Engineering Ltd ("CEC"), a
      private company owned by a former director, for engineering and project
      management services at market rates.                                                                                                                                                                                                                  

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|10. | INCOME TAXES                                                                                                                                            
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                         
|    | As at December 31, 2008 and 2007 the tax effect of the
      significant components of the Companys future tax asset (liability) were
      as follows:

| |                                   |   | December
      31, |   |   | December
      31, |  
| | --------------------------------- | - | ------------------ | - | - | ------------------ | -
| |                                   |   | 2008               |   |   | 2007               |  
| | Future income tax assets          |   |                    |   |   |                    |  
| | Mineral property interests        | $ | 8,497,000          |   | $ | 3,675,000.         |  
| | Loss carry forwards               |   | 3,833,000          |   |   | 3,916,000.         |  
| | Equipment                         |   | -                  |   |   | 17,000.            |  
| | Other tax pools                   |   | 2,347,000          |   |   | 2,330,000.         |  
| | Subtotal                          |   | 14,677,000         |   |   | 9,938,000.         |  
| | Valuation allowance               |   | (14,677,000        | ) |   | (9,938,000         | )
| | Net
      future income tax asset |   |                   |   |   |                   |  
| |                                   |   |                    |   |   |                    |  
| | Future income tax liability       |   |                    |   |   |                    |  
| | Mineral property interests        | $ | 575,000            |   | $ | 633,000            |  

Income tax expense differs from the
  amount that would result from applying the Canadian federal and provincial tax
  rates to earnings before income taxes. These differences result from the
  following items:

| |                                                         |   | December 31, |   |   | December 31, |   |   | December 31, |  
| | ------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | -
| |                                                         |   | 2008         |   |   | 2007         |   |   | 2006         |  
| | Combined Canadian federal and provincial                |   | 31.0%        |   |   | 34.12%       |   |   | 34.12%       |  
| | statutory rate                                          |   |              |   |   |              |   |   |              |  
| |                                                         |   |              |   |   |              |   |   |              |  
| | Income tax at statutory rates                           | $ | (4,181,000   | ) | $ | (4,972,000   | ) | $ | (1,578,000   | )
| | Stock based compensation                                |   | 1,669,500    |   |   | 2,971,000    |   |   | 70,000       |  
| | Other items                                             |   | (2,303,500   | ) |   | 3,097,000    |   |   | -            |  
| | Difference in foreign tax rates                         |   | (83,000      | ) |   | (1,164,000   | ) |   | (299,000     | )
| | Reduction in statutory tax rates                        |   | 461,000      |   |   | 415,000      |   |   | 336,000      |  
| | Effect of unrealized foreign currency loss
      (gain) |   | (303,000     | ) |   | 925,000      |   |   | (561,000     | )
| | Change in
      valuation allowance                     |   | 4,739,000    |   |   | (1,411,000   | ) |   | 1,911,000    |  
| |                                                         | $ | (1,000       | ) | $ | (139,000     | ) | $ | (121,000     | )

At December 31, 2008 the Company had
  losses available for income tax purposes in Canada totaling approximately $14.5
  million (2007  $12.4 million), expiring in various periods from 2008 to 2028.
  The Company has losses available for income tax purposes in South Africa
  totaling $0.2 million (2007  $2.0 million) which can be carried forward
  indefinitely.

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

|11. | SEGMENTED INFORMATION
|--- | ---------------------

| | For the year ended       |   |            |   |   |        |   |   |                    |   |   |             |  
| | ------------------------ | - | ---------- | - | - | ------ | - | - | ------------------ | - | - | ----------- | -
| | December 31, 2008        |   | Canada     |   |   | Mexico |   |   | South
      Africa |   |   | Total       |  
| | Exploration expenditures | $ |           |   | $ |       |   | $ | 341,943            |   | $ | 341,943     |  
| | Loss for the year        |   | (7,641,241 | ) |   | (138   | ) |   | (5,844,288         | ) |   | (13,485,667 | )
| | Total assets             |   | 1,759,577  |   |   | 26,741 |   |   | 13,387,149         |   |   | 15,173,467  |  
| | Equipment                |   |           |   |   |       |   |   | 469,635            |   |   | 469,635     |  

| | For the year ended       |   |             |   |   |        |   |   |                    |   |   |             |  
| | ------------------------ | - | ----------- | - | - | ------ | - | - | ------------------ | - | - | ----------- | -
| | December 31, 2007        |   | Canada      |   |   | Mexico |   |   | South
      Africa |   |   | Total       |  
| | Exploration expenditures | $ |            |   | $ |       |   | $ | 852,891            |   | $ | 852,891     |  
| | Loss for the year        |   | (10,549,834 | ) |   | (4,839 | ) |   | (3,741,458         | ) |   | (14,296,131 | )
| | Total assets             |   | 896,740     |   |   | 26,602 |   |   | 16,030,021         |   |   | 16,953,363  |  
| | Equipment                |   |            |   |   |       |   |   | 105,494            |   |   | 105,494     |  

| | For the year ended       |   |            |   |   |        |   |   |                    |   |   |            |  
| | ------------------------ | - | ---------- | - | - | ------ | - | - | ------------------ | - | - | ---------- | -
| | December 31, 2006        |   | Canada     |   |   | Mexico |   |   | South
      Africa |   |   | Total      |  
| | Exploration expenditures | $ |           |   | $ |       |   | $ | 720,463            |   | $ | 720,463    |  
| | Loss for the year        |   | (1,894,272 | ) |   | (726   | ) |   | (2,609,846         | ) |   | (4,504,844 | )
| | Total assets             |   | 1,252,044  |   |   | 31,441 |   |   | 20,545,437         |   |   | 21,828,922 |  
| | Equipment                |   |           |   |   |       |   |   | 73,315             |   |   | 73,315     |  

|12. | PROPOSED TRANSACTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | On March 28, 2008, Anooraq, through Plateau, entered into
      acquisition agreements (the Acquisition Agreements) with Anglo Platinum
      and certain of its wholly-owned subsidiaries (collectively, Anglo
      Platinum) in respect of the Lebowa transaction to acquire an effective
      51% of Lebowa and an additional 1% of the Ga-Phasha Project, the
      Boikgantsho Project and the Kwanda Project for an aggregate cash
      consideration of ZAR 3.6 billion.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Pursuant to the terms of the Acquisition Agreements,
      Anooraq will acquire 51% of the shares in, and claims on shareholders loan
      account against, Richtrau No. 179 (Proprietary) Limited, a private company
      incorporated under the laws of South Africa, which will be renamed Bokoni
      Platinum Holdings (Proprietary) Limited following completion of the Lebowa
      transaction and which is the holding company (Holdco) through which
      Anooraq and Anglo Platinum will hold their interests in Lebowa. The joint
      venture agreements in respect of the Ga-Phasha Project, Boikgantsho
      Project and Kwanda Project will be terminated and these projects will be
      transferred into separate companies, established as wholly-owned
      subsidiaries of Holdco. Anglo Platinum has given Anooraq appropriate sale
      warranties in relation to the Lebowa
      transaction.

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

Closing of the Lebowa transaction is
  conditional upon satisfaction (or waiver) of various conditions, including:

| | 1. | the completion by all parties of their respective due
      diligence reviews and satisfaction with the results thereof (the due
      diligence was satisfactorily completed in April 2008);                                                                                                                
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                              
| | 2. | the approval of the South African Competition Authorities
      which approval was obtained on August 13, 2008;                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                              
| | 3. | the consent of the United Kingdom Treasury for Anglo
      Platinum to undertake the transaction;                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                              
| | 4. | Anooraq and Plateau obtaining sufficient debt and equity
      financing to fund the Lebowa transaction purchase price;                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                              
| | 5. | the approval of the shareholders of Anooraq of the Lebowa
      transaction and related transactions;                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                              
| | 6. | approval of the Lebowa transaction and of certain
      transfers of mineral title relating to the Ga-Phasha, Boikgantsho and
      Kwanda Projects by the DME; and                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                              
| | 7. | other regulatory approvals including, where necessary,
      the Exchange Control department of South African Reserve Bank (which
      approval was obtained in August 2008), the JSE Limited, the TSX Venture
      Exchange (TSX-V) and the NYSE Alternext (formerly the American Stock
      Exchange).

As part of its due diligence for the
  Lebowa transaction, Anooraq engaged international mining industry consultants to
  conduct a technical review of Lebowa. Since the completion of a technical review
  and the signing of the acquisition agreements earlier in the year, the Company
  has focused on fulfilling the conditions precedent to the Lebowa transaction,
  including taking steps to obtain all necessary shareholder and regulatory
  approvals, as well as to complete the financings necessary to complete the
  Lebowa transaction.

In April 2008, the Company and Anglo
  Platinum agreed on detailed commercial terms of the Lebowa transaction. These
  terms included commercial terms surrounding the development and financing of the
  Middelpunt Hill UG2 expansion project (MPH project) at Lebowa. The MPH project
  would have been developed by Anooraq and Anglo Platinum as part of the then
  current mine plan and capital development program for Lebowa. During the period
  July to October 2008, global economic conditions deteriorated significantly,
  contributing to a material decline in platinum group metal prices and resulting
  in constrained debt and equity capital markets.

On October 23, 2008, Anglo Platinum
  announced that it was reviewing the costing and scheduling of all its capital
  projects, including the MPH project, in light of current metal price levels and
  uncertainty in global markets. Anooraq participated in the review of the MPH
  project costing and scheduling. Anglo Platinum and Anooraq have also agreed to
  review the current Anglo Platinum approved mine plan and capital program at
  Lebowa. As a result of these developments, Anglo American plc (the majority
  shareholder of Anglo Platinum), Anglo Platinum, Anooraq and Pelawan undertook to
  review the basis of the Lebowa transaction.

On March 11, 2009, the Company and
  Anglo Platinum completed the joint technical review of the mine plan and capital
  program for Lebowa. Anooraq, Anglo American plc, Anglo Platinum, and Pelawan are
  currently negotiating the final terms of the Lebowa transaction, and its
  associated financing strategy.

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

Effective July 1, 2009, the Company
  completed the transaction for consideration of $360 million (ZAR 2.6 billion.)
  The Company financed the acquisition as follows:

| | • | $103.6 million (ZAR 750 million) of senior debt funding
      (the Debt Facility) from Standard Chartered Bank plc provided to
      Plateau, of which $69.1 million (ZAR 500 million) is immediately available
      for drawdown and the balance will be applied to allow an interest and
      capital repayment holiday during the first three years while the Lebowa
      mine completes its initial ramp up stage to 2012. The Company will apply
      approximately $41.4 million (ZAR 300 million) of the Debt Facility in part
      settlement of the transaction consideration. The balance of the funding
      received by Plateau from this facility will be used to settle the
      Companys transaction costs and repay its existing bridge loan outstanding
      to RPM.                                      
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |   | The Debt Facility term is nine years with an interest and
      capital repayment holiday during the first three years. The facility bears
      interest equal to the Johannesburg Inter Bank Agreed Rate (currently
      7.95%) plus 4.5%. A portion of the coupon will be swapped out into a fixed
      rate under a hedging arrangement agreed with Standard Chartered. The Debt
      Facility will be secured by the Companys 51% in the Lebowa assets and
      cash flows generated by the Lebowa operations.                                                                                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | • | $0.17 billion (ZAR 1.219 billion) through the issue of
      cumulative redeemable A preference shares (A Prefs) of Plateau to RPM.
      The A Prefs are entitled to a 12% cumulative dividend compounded annually
      and may be redeemable at any time at the option of Plateau until their
      maturity on July 1, 2018; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | • | $0.15 billion (ZAR 1.1 billion) through the effects of a
      share settled financing with the issue of cumulative convertible B
      preference shares (B Prefs) of Plateau to the Pelawan Finance SPV (the
      SPV)(a wholly owned subsidiary of Pelawan). Under the share settled
      financing, Pelawan will establish the SPV as a wholly owned subsidiary
      will transfer a portion of its interest in the Company to the SPV. RPM
      will subscribe for preferred shares of the SPV for an aggregate
      subscription price of ZAR 1.1 billion. Pelawan will encumber its interest
      in the SPV in favour of RPM as security for the obligations of the SPV in
      terms of the SPV Preferred Shares.                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |   | The SPV will in turn, for an aggregate subscription price
      of $0.15 billion (ZAR 1.1 billion), subscribe for two different classes of
      convertible preferred shares in Plateau, each such class being convertible
      into Plateau common shares and entitling the holder to a special dividend
      in cash, which will immediately be used to subscribe for additional
      Plateau common shares. Upon Plateau issuing any such Plateau common shares
      to the SPV, the Company will immediately take delivery of all Plateau
      common shares held by the SPV and, in consideration, issue to the SPV such
      number of the Companys common shares that have a value equal to the value
      of the Plateau common shares. The total number of Common Shares that will
      be issued is 227.4 million.

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

The SPV Preferred Shares will be
  convertible in one or more tranches into common shares of the SPV at the option
  of RPM for a period of 9 years from the date of issuance. Upon such conversion,
  RPM will become entitled to a special dividend in cash, which will immediately
  be used to subscribe for common shares of the SPV. Upon the SPV converting the
  peferred shares of the SPV to common shares of the SPV and RPM subscribing for
  additional common shares of the SPV as a result of the special dividend, the SPV
  will immediately undertake a share buyback of all common shares of the SPV held
  by RPM and will settle the buyback consideration by delivering 115.8 million
  common shares of the Company.

The final effects of the share settled
  financing will be that: (i) RPM (via the SPV) will fund a payment of $0.15
  billion (ZAR 1.1 billion) to Plateau and RPM ultimately will receive a total of
  115.8 million common shares of the Company; and (ii) Pelawan (via the SPV) will
  receive 111.6 million common shares in order to maintain Pelawans minimum 51%
  shareholding in the Company.

In order to ensure the sustainability
  of the Company and Holdco, Anglo Platinum will make two further facilities
  available to Plateau:

| | • | An operating cash flow shortfall facility of up to a
      maximum of $103.6 million (ZAR 750 million), which facility will be for a
      nine year term bearing interest at 15.84% compounded quarterly. Plateau
      may utilise this facility to fund its share of any operating cash flow
      shortfall that may arise in Holdco for the first three years post closing
      of the Transaction; and                                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | • | A standby loan facility, comprising up to a maximum of
      29/49 of RPMs attributable share of the free cash flows from Holdco,
      which facility will be for a 9 year term bearing interest equal to the
      prime lending rate in South Africa (currently 12% per annum). Plateau may
      utilise this facility to settle any cash flow shortfall which may arise in
      funding any accrued and/or capitalised interest and scheduled capital
      payments on the Debt Facility not funded by Plateaus attributable share
      of free cash flows from Holdco, for the term of the Debt Facility.

Anglo Platinum has further agreed to
  provide approximately $20.7 million (ZAR 150 million) to facilitate the
  participation of communities and Lebowa employees in the transaction as follows:

| | • | Anglo Platinum and the Company have agreed the key
      commercial principles in respect of the involvement of communities
      associated with Lebowa and Ga-Phasha and the associated community
      participation will benefit in excess of 35,000 HDSAs [need to define what
      this is]. The Anooraq Community Participation Trust (the Community
      Trust) has been established for the benefit of the communities interested
      in or affected by the Companys operations and Anglo Platinum will
      contribute an amount of $14.3 million (ZAR 103.8 million) to the Community
      Trust to facilitate this broad-based empowerment. $3.4 million (ZAR 24.5
      million) will be retained by the Community Trust to facilitate annual cash
      distributions to the communities with the balance of $10.9 million (ZAR
      79.3 million) being used to acquire shares of the Company.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

| | • | An employee share trust (ESOP Trust) which is broadly
      aligned with the Anglo Platinum Employee Share Participation Scheme
      (Kotula Scheme), will be provided for all eligible employees of Lebowa
      and is expected to benefit approximately 3,700 employees. Anglo Platinum
      will contribute approximately $6.3 million (ZAR 45.6 million) to the ESOP
      Trust, with approximately $1.3 million (ZAR 9.1 million) to be retained by
      the ESOP Trust to facilitate annual cash distributions to beneficiaries
      with the balance of approximately $5.0 million (ZAR 36.5 million) used to
      acquire shares of the Company. The final amount to be contributed by Anglo
      Platinum to the ESOP Trust will be equal to the value in the Kotula Scheme
      accruing to Lebowa employees on the day that the conversion is determined.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|13. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES
      GENERALLY ACCEPTED ACCOUNTING PRINCIPLES                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | These consolidated financial statements have been
      prepared in accordance with Canadian generally accepted accounting
      principles ("Canadian GAAP"). Material variations in the accounting
      measurement principles, practices and methods used in preparing these
      financial statements from measurement principles, practices and methods
      accepted in the United States (US GAAP) are described and quantified
      below.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Had the Company followed US GAAP, certain items on the
      consolidated balance sheets would have been reported as
      follows:                                                                                                                                                                                                                                                                                                                     

2008
      
      
      
      
      
      
      
      
      2007Balance,
      
      
      
      
      
      Balance,
      
      
      Balance,
      
      
      
      
      
      Balance,Canadian
      
      
      
      
      
      US
      
      
      Canadian
      
      
      
      
      
      USGAAP
      
      
      Adjustments
      
      
      GAAP
      
      
      GAAP
      
      
      Adjustments
      
      
      GAAPCurrent assets
      $
      4,122,228
      
      $
      
      
      $
      4,122,228
      
      $
      7,401,009
      
      $
      
      
      $
      7,401,009Equipment
      
      469,635
      
      
      
      
      
      469,635
      
      
      105,494
      
      
      
      
      
      105,494Deferredacquisition costs
      
      1,587,959
      
      
      
      
      
      1,587,959
      
      
      368,146
      
      
      
      
      
      368,146Deferredfinancing costs (d)
      
      
      
      
      161,769
      
      
      161,769
      
      
      
      
      
      273,335
      
      
      273,335Mineral property
      
      8,993,645
      
      
      
      
      
      8,993,645
      
      
      9,078,714
      
      
      
      
      
      9,078,714$
      15,173,467
      
      $
      161,769
      
      $
      15,335,236
      
      $
      16,953,363
      
      $
      273,335
      
      $
      17,226,698Current liabilities
      $
      3,534,502
      
      $
      
      
      $
      3,534,502
      
      $
      2,412,908
      
      $
      
      
      $
      2,412,908Term loan
      
      12,967,753
      
      
      161,769
      
      
      13,129,522
      
      
      9,806,636
      
      
      273,335
      
      
      10,079,971Stockholdersequity (deficit)
      
      (1,328,788
      )
      
      
      
      
      (1,328,788
      )
      
      4,733,819
      
      
      
      
      
      4,733,819$
      15,173,467
      
      $
      269,437
      
      $
      15,335,236
      
      $
      16,953,363
      
      $
      273,335
      
      $
      17,226,698


There are no material differences
  between Canadian GAAP and US GAAP on the consolidated statements of operations
  and comprehensive loss, shareholders equity and the cash flows.

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

A description of US GAAP and the rules
  prescribed by the United States Securities and Exchange Commission ("SEC") that
  result in differences from Canadian GAAP follows:

| | a) | Stock based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | In December 2004, Financial Accounting Standards Board
      ("FASB") issued Statement of Financial Accounting Standards No. 123
      (Revised 2006), "Share-Based Payment" ("SFAS 123R"), which is a
      revision of SFAS 123 "Accounting for Stock-Based Compensation". SFAS 123R
      supersedes APB Opinion No. 25, "Accounting for Stock Issued to
        Employees". SFAS 123R requires all share-based payments to employees,
      including grants of employee stock options, be recognized in the income
      statement based on their fair values. In calculating compensation to be
      recognized, SFAS 123R requires the Company to estimate future forfeitures.
      Prior to adoption of SFAS 123R, the Company's accounting for stock based
      compensation for US GAAP purposes was consistent with that used for
      Canadian GAAP. For Canadian GAAP purposes, the Company uses the fair value
      method to account for all stock option grants but accounts for forfeitures
      as they occur, as permitted by Canadian GAAP.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | Based on the Company's historical stock option forfeiture
      rates, the expense that would be recognized for US GAAP purposes under
      SFAS 123R is not materially different from that recorded for Canadian GAAP
      purposes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | b) | Exploration stage company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | Pursuant to US GAAP, the Company would be subject to the
      disclosure requirements applicable to an exploration stage enterprise as
      the Company is devoting its efforts to establishing commercially viable
      mineral properties. However, the identification of the Company as such for
      accounting purposes does not impact the measurement principles applied to
      these financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | c) | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | Under Canadian GAAP, future tax assets and liabilities
      are recorded at substantially enacted tax rates. Under US GAAP, deferred
      tax assets and liabilities are recorded at enacted tax rates. There were
      no material differences between enacted and substantively enacted tax
      rates for the periods presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | FASB Interpretation (FIN) No. 48: Accounting for
      Uncertainty in Income Taxes, an interpretation of FASB Statement
      No.109 prescribes a recognition threshold and measurement attribute for
      the financial statement recognition and measurement of a tax position
      taken or expected to be taken in a tax return. The interpretation requires
      that the Company recognize the impact of a tax position in the financial
      statements if the position is more likely than not of being sustained on
      audit, based on the technical merits of the position. FIN 48 also provides
      guidance on de-recognition, classification, interest and penalties,
      accounting in interim periods and disclosure. Based on the Companys
      analysis, application of FIN 48 did not result in a material impact on the
      Companys consolidated financial position or results of operations to any
      periods presented.                                                                                                   

---

|ANOORAQ RESOURCES CORPORATION                                 
|--------------------------------------------------------------
|Notes to Consolidated Financial Statements                    
|For the years ended December 31, 2008, 2007 and 2006          
|(Expressed in Canadian
      Dollars, unless otherwise stated)

| | d) | Deferred financing costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | During the year ended December 31, 2006, costs incurred
      in connection with the issue of long term debt were deferred and amortized
      on a straight line basis over the term of the debt under Canadian GAAP.
      For US GAAP purposes, these costs would be amortized using the effective
      interest rate method. However, this difference did not have a material
      impact on the consolidated financial statements during fiscal 2006. This
      difference has been eliminated in 2007 upon the adoption of new accounting
      policies for financial instruments for Canadian GAAP. In accordance with
      the new Canadian standard, the accounting treatment for deferred financing
      costs is now consistent with US GAAP except that under Canadian GAAP,
      unamortized deferred financing costs are netted against the related debt
      where under U.S. GAAP it is shown as deferred financing costs.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | e) | Impact of recently adopted United States accounting
      pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | f) | International Financial Reporting
      Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | The Companys adoption of IFRS (Note 4b) effective
      January 1, 2009 and the U.S. Securities and Exchange Commission's recent
      decision to allow foreign private issuers like the Company to file
      financial statements prepared in accordance with IFRS-IASB without
      reconciliation to US GAAP will eliminate the need to prepare U.S. GAAP
      reconciliations effective for the 2009 fiscal
      year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---

- 133 -

|**ITEM 18** | FINANCIAL STATEMENTS
|----------- | --------------------

Not Applicable. See Item 17.

---

- 134 -

|**ITEM 19** | EXHIBITS
|----------- | --------

The following exhibits which are incorporated by reference
herein have been filed with previously-filed Form 20-F Annual Report:

|1    | Articles of the Company.
      Incorporated by reference to Anooraq's Annual Report on Form 20-F for the
      year ended October 31, 2000                                                          
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                     
|4.01 | Joint Venture Agreement between
      PPL and Plateau dated November 25, 2003. Incorporated by reference to
    Anooraq's Annual Report on Form 20-F for the year ended October 31, 2003            
|     |                                                                                                                                                                                                     
|4.02 | Share Exchange Agreement
      between Pelawan and Anooraq dated January 21, 2004. Incorporated by
      reference to Anooraq's Annual Report on Form 20-F for the year ended
      October 31, 2003
|     |                                                                                                                                                                                                     
|4.03 | Shareholders Agreement between
  Pelawan, Anooraq and the Pelawan Trust made as of September 19, 2004                                                                                               
|     |                                                                                                                                                                                                     
|4.04 | Term Loan Agreement between
      Rustenburg Mines Limited and Plateau Resources (Pty) Limited signed on
      October 31, 2006                                                                     
|     |                                                                                                                                                                                                     
|4.05 | The Settlement Agreement
      between Pelawan, Anooraq and the Pelawan Trust made as of December 28,
      2006                                                                                    
|     |                                                                                                                                                                                                     
|7.1  | Corporate Governance Policies and Procedures Manual issued as of November 22, 2007                                                                                                                  

The following material agreements are filed with this Annual
Report on Form 20-F:

|4.06 | Amending Agreement between Pelawan, Anooraq and the Pelawan Trust, dated as of December 20, 2007, as described under Item 4 paragraph A.2;                                                                         
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                    
|4.07 | Sale of Concentrate Agreement between RPM and Lebowa,
      dated December 21, 2007;                                                                                                                               
|     |                                                                                                                                                                                                                    
|4.09 | Phase 3 Implementation Agreement between RPM, Plateau and
      Holdco dated March 28, 2008, as amended on May 13, 2009 (the "Phase 3
      Implementation Agreement");                                            
|     |                                                                                                                                                                                                                    
|4.10 | Holdco Sale of Shares Agreement amongst Plateau, RPM and
      Anglo Platinum, dated March 28, 2008, as amended on May 13,
      2009;                                                                             
|     |                                                                                                                                                                                                                    
|4.11 | Sale of Rights Agreement amongst RPM, Plateau and
      Boikgantsho Platinum Mine (Proprietary) Limited, dated March 28, 2008, as
      amended on May 13, 2009;                                                   
|     |                                                                                                                                                                                                                    
|4.12 | Sale of Rights Agreement amongst RPM, Plateau and Kwanda
      Platinum Mine (Proprietary) Limited (formerly Richtrau No. 207
      (Proprietary) Limited), dated March 28, 2008, as amended on May 13,
      2009;
|     |                                                                                                                                                                                                                    
|4.13 | Holdco Shareholders Agreement among Plateau Resources and
      Rustenburg Platinum Mines and Richtrau 179 (Pty) Ltd dated March 28,
      2008.                                                                   
|     |                                                                                                                                                                                                                    
|4.14 | Umbrella Services Agreement amongst Anglo Platinum,
      Anooraq and Holdco, dated March 28, 2008;                                                                                                                

---

- 135 -

|4.15 | Term Loan Agreement between Rustenburg Mines Limited and
      Plateau Resources (Pty) Limited signed on November 23, 2008;                                                                                                                                                                              
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                          
|4.16 | Anooraq Shareholders Agreement among Anooraq Resources
      Corporation and Pelawan Investments and the Pelawan Trust dated June
      12,2009                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                          
|4.17 | Exchange Agreement among Anooraq, Plateau and Central
      Plaza Investments 78 (Pty) (to be renamed Pelawan Finance SPV (Pty)
      Limited) dated June 12, 2009;                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                          
|4.18 | Global Intercreditor Agreement between Anooraq, Plateau,
      Micawber 634 (Pty) Limited and Micawber 603 (Pty) Limited, Rustenburg
      Platinum Mines Limited, Standard Chartered Bank and Tumelo Motsisi and
      Harold Motaung on behalf of the Pelawan Dividend Trust dated June 12,
      2009;
|     |                                                                                                                                                                                                                                                                                                          
|4.19 | Senior Term Loan Facilities Agreement dated June 12, 2009
      between Plateau, Standard Chartered Bank and Micawber 634 (Pty)
      Limited;                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                          
|4.20 | Standby Loan Facility Agreement between Plateau and
      Rustenburg Platinum Mines Limited dated June 12, 2009;                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                          
|4.21 | RPM Funding Loan Agreement between Rustenburg Platinum
    Mines Limited and Holdco dated June 12, 2009;                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                          
|4.22 | RPM Plateau A Preference Share Subscription Agreement
      between Plateau, N2C Resources Inc. and Rustenburg Platinum Mines dated
      June 12, 2009;                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                          
|4.23 | Plateau Funding Loan Agreement between Plateau and Holdco
      dated June 12, 2009;                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                          
|4.24 | Operating Cash Flow Shortfall Loan Facility Agreement
      between Plateau and Rustenburg Platinum Mines Limited dated June 12,
      2009;                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                          
|4.25 | Opco Funding Loan Agreement between Holdco and Richtrau
      No. 177 (Pty) Limited dated June 12, 2009                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                          
|4.26 | Conversion Implementation Agreement between the Pelawan
      Trust, Central Plaza Investments 78 (Pty) (to be remained Pelawan Finance
      SPV (Pty) Limited), Pelawan Investments (Pty) Ltd, Anooraq, Plateau and
      Rustenburg Platinum Mines Limited dated June 26, 2009; and                   
|     |                                                                                                                                                                                                                                                                                                          
|4.27 | RPM Funding Common Terms Agreement between, inter alia,
      Rustenburg Platinum Mines Limited, Plateau, Central Plaza Investments 78
      (Pty) Limited and Anooraq dated June 12, 2009.                                                                                                              

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- 136 -

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

|8.1  | List of Subsidiaries                                                                                                                                                                                    
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                         
|11   | Code of Ethics.
      Incorporated by reference to Anooraq's
      Annual Report on Form 20-F for the year ended December 31, 2008 Code of
    Ethics.                                                  
|     |                                                                                                                                                                                                         
|12.1 | Certification of Chief Executive Officer pursuant to Rule
      13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002                                 
|     |                                                                                                                                                                                                         
|12.2 | Certification of Chief Financial Officer pursuant to Rule
      13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002                                 
|     |                                                                                                                                                                                                         
|13.1 | Certification of Chief Executive Officer pursuant to Rule
      13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002
|     |                                                                                                                                                                                                         
|13.2 | Certification of Chief Financial Officer pursuant to Rule
      13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002      
|     |                                                                                                                                                                                                         
|20.1 | Consent of J. Schweitzer, Pr.Sci.Nat., FSAIMM                                                                                                                                                           
|     |                                                                                                                                                                                                         
|20.2 | Consent of S. de Waal, Pr.Sci.Nat.                                                                                                                                                                      
|     |                                                                                                                                                                                                         
|20.3 | Consent of G. Guler, PrEng, FSAIMM, MAusIMM                                                                                                                                                             
|     |                                                                                                                                                                                                         
|20.4 | Consent of T. Naidoo, Pr.Sci.Nat.                                                                                                                                                                       
|     |                                                                                                                                                                                                         
|20.5 | Consent of P. Kramers, PrEng., FSAIMM                                                                                                                                                                   
|     |                                                                                                                                                                                                         
|20.6 | Consent of G.J. van der Heever,
      Pr.Sci.Nat.                                                                                                                                                       



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- 137 -

SIGNATURES

Anooraq hereby 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/ Iemrahn Hassen                                     | 
|------------------------------------------------------ | 
|                                                       | 
|IEMRAHN HASSEN                                         | 
|Director, Chief Financial Officer, and
      Secretary | 

DATED: July 1, 2009

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