---

WARRANT AMENDMENT AGREEMENT

THIS AMENDMENT made effective as of December ____, 2007

BETWEEN:

ANOORAQ RESOURCES CORPORATION,
a corporation incorporated under the laws of the Province of British
Columbia

(Company)

AND:

THE PELAWAN TRUST, an inter
vivostrust established under the laws of South Africa in accordance with
the Trust Deed dated September 2, 2004, the present trustees of which are Deneys
Reitz Trust (Proprietary) Limited, Tumelo Moathlodi Motsisi, and Asna Chris
Harold Motaung

(Holder)

WHEREAS:

|A. | The Company issued warrant certificate W-1 (Warrant
      Certificate W-1) representing 167,000,000 common share purchase
      warrants of the Company to the Holder on June 14, 2007.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                          
|B. | The parties wish to amend the terms and conditions of
      Warrant Certificate W-1 representing the BEE Warrants on the terms and
      conditions contained herein.                    

NOW THEREFORE, in consideration of the premises and the
covenants and agreements herein contained, the parties agree as follows:

|1. | Interpretation. Terms used but not defined in this
      Amendment will have the same meaning herein as in Warrant Certificate W-1.
      Unless something in the subject matter or context is inconsistent
      therewith, references herein to Articles, Sections and Schedules are to
      Articles and Sections of and Schedules to Warrant Certificate
  W-1.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                     
|2. | Amendments to Section 4(a). Section 4(a) is hereby
      amended by deleting the existing Section 4(a) in its entirety and
      replacing it with the following:                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                     
|   | The Holder may exercise the right to subscribe and
      purchase the number of BEE Warrant Shares herein provided for
by:                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                     
|   | (i)                                                                                                                                                                                                                                                                                                                                                                 

1

---

| |      | the Company, together with a certified cheque or bank
      draft payable to or to the order of the Company in an amount equal to the
      aggregate Exercise Price in respect of the BEE Warrants so exercised to
      the Company; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (ii) | delivering to the Company prior to the Expiry Time at its
      principal office this BEE Warrant Certificate, with a conditional and
      irrevocable subscription in the form attached hereto as Schedule B duly
      completed and executed by the Holder or its legal representative or
      attorney, duly appointed by an instrument in writing in form and manner
      satisfactory to the Company, and evidence satisfactory to the Company of
      the payment of escrowed funds (the Deposit) equal to the
      aggregate exercise price in respect of the BEE Warrants so exercised, such
      Deposit to be held in an interest bearing account with a registered bank
      (the Account Bank) pursuant to a deposit account agreement (the
      Deposit Account Agreement) entered into between the Company, the
      Account Bank and the Pelawan Trust.

|   | Any BEE Warrant Certificate so surrendered shall be
      deemed to be surrendered only upon delivery thereof to the Company at its
      principal office set forth herein (or to such other address as the Company
      may notify the Holder).
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                    
|3. | Amendments to Section 4(b). Section 4(b) is hereby
      amended by deleting the existing section 4(b) in its entirety and
      replacing it with the following:                                                                                  
|   |                                                                                                                                                                                                                                                    
|   | Upon:                                                                                                                                                                                                                                             

| | (i)  | the exercise of BEE Warrants and unconditional
      subscription for BEE Warrant Shares in accordance with subsection 4(a)(i);
      or                                                                                                                                                                                               
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                        
| | (ii) | the exercise of BEE Warrants in accordance with
      subsection 4(a)(ii) and the subscription for BEE Warrant Shares becoming
      unconditional by receipt by the Company of payment of the Exercise Price,
      plus interest accrued thereon in accordance with the Deposit Account
      Agreement, for such BEE Warrant Shares,

|   | the Company shall cause to be issued to the Holder hereof
      the BEE Warrant Shares unconditionally subscribed for not exceeding those
      which such Holder is entitled to purchase pursuant to this BEE Warrant
      Certificate and the Holder hereof shall become a shareholder of the
      Company in respect of the BEE Warrant Shares subscribed for with effect
      from the date of delivery of the applicable subscription form to the
      Company and shall be entitled to delivery of a certificate evidencing the
      BEE Warrant Shares and the Company shall cause such certificates to be
      mailed to the Holder hereof at the address or addresses specified in such
      subscription as soon as practicable.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4. | Amendment to Section 4(c). Section 4(c) is hereby
      amended by:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

2

---

|    | If the Holder exercises BEE Warrants and conditionally
      subscribes for BEE Warrant Shares pursuant to subsection 4(a)(ii) and the
      subscription for any BEE Warrant Shares does not become unconditional on
      or prior to the Expiry Time, the conditions attached to the Holders
      exercise of such BEE Warrants and subscription for such BEE Warrant Shares
      shall be deemed not to be satisfied and such exercise and subscription
      shall be deemed null, void and of no effect.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.  | Amendment to Schedule A. Schedule A is hereby
      amended by adding unconditionally and immediately after hereby in the
      first sentence thereof.                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6.  | Addition of Schedule B. A new Schedule B is hereby
      added following the existing Schedule A, as set forth in Schedule B of
      Exhibit A hereto.                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7.  | Effect of Amendment. Warrant Certificate W-1 and
      this Amendment will be read together and will have effect so far as
      practicable as though all provisions thereof and hereof were contained in
      one instrument, and the parties expressly adopt the amended Warrant
      Certificate W-1, the form of which is attached hereto as Exhibit
  A.                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | In case of any conflict between the provisions of the
      original Warrant Certificate W-1 and the provisions of this Amendment, the
      provisions of this Amendment will prevail.                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8.  | Consequential Amendments. All references to
      Warrant Certificate W-1 in other documents or agreements made between the
      parties will be deemed to have been amended to refer to Warrant
      Certificate W-1, as amended.                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9.  | Benefit of the Amendment. This Amendment will
      enure to the benefit of and be binding upon the respective successors and
      permitted assigns of the parties.                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10. | Governing Law. This Amendment is governed by and
      will be construed in accordance with the laws of the Province of British
      Columbia and the laws of Canada applicable therein.                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|11. | Counterparts. This Amendment may be executed in
      any number of counterparts, each of which will be deemed to be an original
      and all of which taken together will be deemed to constitute one and the
      same instrument.                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|12. | Electronic Execution. Delivery of an executed
      signature page to this Amendment by any party by electronic transmission
      will be as effective as delivery of a manually executed copy of this
      Amendment by such party.                                                                                                                                                                                                                                                                             

[Remainder of this page left intentionally blank.]

3

---

IN WITNESS WHEREOF the parties have executed this
Warrant Certificate W-1 Amendment as of this _____day of December, 2007.

| | ANOORAQ RESOURCES
      CORPORATION
| | -----------------------------------
| |                                    
| |                                    
| | Per:                               
| |                                    
| |                                    
| |                                    
| |                                    
| | THE PELAWAN
      TRUST            
| |                                    
| |                                    
| |                                    
| | Per:                               
| |                                    
| |                                    
| |                                    
| | Per:                               
| |                                    
| |                                    

4

---

EXHIBIT A

Form of Amended Warrant Certificate W-1

Attached.

5

---

WARRANT TO PURCHASE COMMON SHARES OF ANOORAQ RESOURCES
CORPORATION

|Number: W-1 | Number of BEE Warrants                
|----------- | --------------------------------------
|            | represented by this
      certificate:
|            | 167,000,000                           

THIS CERTIFIES THAT, for value received, the Pelawan
Trust (the Holder), being the registered holder of this warrant
(BEE Warrant) is entitled, at any time prior to the Expiry Time (as
defined below) to subscribe for and purchase that number of common shares
(BEE Warrant Shares) of Anooraq Resources Corporation (the
Company) set forth above by surrendering to the Company at its
principal office, Suite 1020 - 800 West Pender Street, Vancouver, British
Columbia, V6C 2V6, Canada, this certificate (the BEE Warrant
Certificate), with a completed and executed subscription form, and payment
in full for the BEE Warrant Shares being purchased at the Exercise Price defined
in Section 1 hereof, subject to adjustment as set out herein, which payment
shall be made by certified cheque or such other means acceptable to the Company
in same day freely transferable funds at par in Vancouver.

The Company shall treat the Holder as the absolute owner of
this BEE Warrant for all purposes and the Company shall not be affected by any
notice or knowledge to the contrary. The Holder shall be entitled to the rights
evidenced by this BEE Warrant free from all equities and rights of set-off or
counterclaim between the Company and the original or any intermediate holder and
all persons may act accordingly and the receipt by the Holder of the BEE Warrant
Shares issuable upon exercise hereof shall be a good discharge to the Company
and the Company shall not be bound to inquire into the title of any such
Holder.

|1. | Definitions:In this BEE Warrant
      Certificate, unless there is something in the subject matter or context
      inconsistent therewith, the following expressions shall have the following
      meanings namely:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                      
|   | (a)                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                      
|   | (b)                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                      
|   | (c)                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                      
|   | (d)                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                      
|   | (e)                                                                                                                                                                                                                  

6

---

| | (f) | Common Shares means the common shares, without
      par value, in the share capital of the Company as such shares are
      constituted on the date hereof, as the same may be reorganized,
      reclassified or otherwise changed pursuant to any of the events set out in
      Section 11 hereof;                                                                                                                                                                                                    
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (g) | Company means Anooraq Resources Corporation, a
      company incorporated under the Business Corporations Act(British
      Columbia) and its successors and assigns;                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (h) | Concurrent Financing means an equity financing
      undertaken by the Company that either:                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (i) | Current Market Price at any date and in relation
      to any share, means the volume weighted average trading price for such
      shares for the 20 consecutive Trading Days immediately preceding such date
      on the principal stock exchange on which the Common Shares are listed and
      as selected by the directors, or, if such Common Shares are not listed on
      any stock exchange then on such over-the- counter market, as may be
      selected for such purpose by the directors;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (j) | director means a director of the Company for the
      time being and, unless otherwise specified herein, reference to action
      by the directors means action by the directors of the Company as
      a board or, whenever duly empowered, action by any committee of such
      board;                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (k) | Disinterested Majority has the same meaning as
      such term in the Share Exchange Agreement;                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (l) | Dividends Paid in the Ordinary Coursemeans cash
      dividends declared payable on the Common Shares in any fiscal year of the
      Company to the extent that such cash dividends do not exceed, in the
      aggregate, greater than:                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (m) | Exercise Price means the higher of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

7

---

| |     | (ii)                                                                                                                                                                                                                                                                                      | a price per BEE Warrant Share that is 50% less than the
      Common Share price payable by arms length third parties under the
      Concurrent Financing;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                             
| | (n) | Expiry Day means December 31, 2008;                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                             
| | (o) | Expiry Time means 5:00 p.m., Vancouver time, on
      the Expiry Day;                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                             
| | (p) | Holder means the holder set forth on the first
      page hereof;                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                             
| | (q) | Material Transaction has the same meaning as
      such term in the Share Exchange Agreement;                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                             
| | (r) | person means an individual, corporation,
      partnership, unincorporated syndicate, unincorporated organization, trust,
      trustee, executor, administrator, or other legal representative, or any
      group or combination thereof or any other entity whatsoever;             
| |     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                             
| | (s) | Share Exchange Agreement means the Share
      Exchange Agreement between Pelawan Investments (Proprietary) Limited and
      the Company dated January 21, 2004, as amended by the addenda thereto
      dated September 20, 2004 and November 11, 2005;                              
| |     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                             
| | (t) | Shareholders Agreement means the Shareholders
      Agreement between Pelawan, the Company and the Pelawan Trust made as of
      September 19, 2004;                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                             
| | (u) | Statutory Shareholding has the same meaning as
      such term in the Share Exchange Agreement;                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                           |                                                                                                                                                             
| | (v) | Trading Day means, with respect to a stock
      exchange, a day on which such exchange is open for the transaction of
      business and with respect to the over-the- counter market means a day on
      which the TSX Venture Exchange is open for the transaction of
    business;

|2. | Expiry Time:At the Expiry Time, all
      rights under the BEE Warrants evidenced hereby, in respect of which the
      right of subscription and purchase herein provided for shall not
      theretofore have been exercised, shall expire and be of no further force
      and effect.                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | Exercise of BEE Warrants: The BEE Warrants
      shall be exercised in the event that the Company undertakes a Concurrent
      Financing, in which event Holder shall exercise at least that number of
      BEE Warrants that is necessary to ensure at minimum that the Statutory
      Shareholding of the Holder in the issued share capital of the Company is
      maintained after the closing of such Concurrent Financing.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4. | Exercise Procedure:                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                 

8

---

| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | delivering to the Company prior to the Expiry Time at its
      principal office this BEE Warrant Certificate, with an unconditional and
      irrevocable subscription in the form attached hereto as Schedule A duly
      completed and executed by the Holder or its legal representative or
      attorney, duly appointed by an instrument in writing in form and manner
      satisfactory to the Company, together with a certified cheque or bank
      draft payable to or to the order of the Company in an amount equal to the
      aggregate Exercise Price in respect of the BEE Warrants so exercised to
      the Company; or                                                                                                                                                                                                                                        
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | delivering to the Company prior to the Expiry Time at its
      principal office this BEE Warrant Certificate, with a conditional and
      irrevocable subscription in the form attached hereto as Schedule B duly
      completed and executed by the Holder or its legal representative or
      attorney, duly appointed by an instrument in writing in form and manner
      satisfactory to the Company, and evidence satisfactory to the Company of
      the payment of escrowed funds (the Deposit) equal to the
      aggregate exercise price in respect of the BEE Warrants so exercised, such
      Deposit to be held in an interest bearing account with a registered bank
      (the Account Bank) pursuant to a deposit account agreement (the
      Deposit Account Agreement) entered into between the Company, the
      Account Bank and the Pelawan Trust.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | Upon:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the exercise of BEE Warrants and unconditional
      subscription for BEE Warrant Shares in accordance with subsection 4(a)(i);
      or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the exercise of BEE Warrants in accordance with
      subsection 4(a)(ii) and the subscription for BEE Warrant Shares becoming
      unconditional by receipt by the Company of payment of the Exercise Price,
      plus interest accrued thereon, for such BEE Warrant Shares,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | the Company shall cause to be issued to the Holder hereof
      the BEE Warrant Shares unconditionally subscribed for not exceeding those
      which such Holder is entitled to purchase pursuant to this BEE Warrant
      Certificate and the Holder hereof shall become a shareholder of the
      Company in respect of the BEE Warrant Shares subscribed for with effect
      from the date of delivery of the applicable subscription form to the
      Company and shall be entitled to delivery of a certificate evidencing the
      BEE Warrant Shares and the Company shall cause such certificates to be
      mailed to the Holder hereof at the address or addresses specified in such
      subscription as soon as practicable.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) | If the Holder exercises BEE Warrants and conditionally
      subscribes for BEE Warrant Shares pursuant to subsection 4(a)(ii) and the
      subscription for any BEE Warrant Shares does not become unconditional on
      or prior to the Expiry Time, the conditions attached to the Holders
      exercise of such BEE Warrants and subscription for such BEE Warrant Shares
      shall be deemed not to be satisfied and such exercise and subscription
      shall be deemed null, void and of no effect.                                                                                                                                                                                                                                

9

---

| | (d) | All BEE Warrant Shares issued pursuant to the exercise of
      this BEE Warrant, shall constitute Adjustment Consideration Shares (as
      defined in the Share Exchange Agreement) and are subject to the provisions
      of the Share Exchange Agreement and the Shareholders Agreement, including
      without limitation the lock-up provisions, restrictions on transfer and
      legends provisions (mutatis mutandison the basis that the BEE
      Warrant Shares shall, until the closing of a Concurrent Financing, be
      deemed to constitute for such purposes Consideration Shares comprising the
      Lockup Shareholding). In addition, in the event that this BEE Warrant is
      exercised before October 15, 2007, the certificates representing the BEE
      Warrant Shares issued upon such exercise shall bear the following
      legends:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
      HOLDER OF THE SECURITY REPRESENTED BY THIS CERTIFICATE SHALL NOT TRADE THE
      SECURITY BEFORE OCTOBER 15, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | "WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE
      EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
      HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX
      VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A
      CANADIAN RESIDENT UNTIL OCTOBER 15, 2007."                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | provided that, if at any time, in the opinion of counsel
      to the Company, such legends are no longer necessary or advisable under
      any such securities laws, or the holder of any such legended certificate,
      provides the Company with evidence satisfactory in form and substance to
      the Company (which may include an opinion of counsel satisfactory to the
      Company) to the effect that such legends are not required, such legended
      certificate may thereafter be surrendered to the Company in exchange for a
      certificate which does not bear such legend.                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (e) | This BEE Warrant may not be exercised in the United
      States or by or on behalf of a U.S. person (as that term is defined in
      Regulation S promulgated under the United States Securities Act of 1933,
      as amended (the U.S. Securities
Act)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|5. | Partial Exercise:The Holder may
      subscribe for and purchase a number of BEE Warrant Shares less than the
      number the Holder is entitled to purchase pursuant to this BEE Warrant
      Certificate. In the event of any such subscription prior to the Expiry
      Time, the Holder shall in addition be entitled to receive, without charge,
      a new BEE Warrant Certificate in respect of the balance of the BEE Warrant
      Shares which the Holder was entitled to subscribe for pursuant to this BEE
      Warrant Certificate and which were then not
purchased.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10

---

|6.  | No Fractional Common Shares or Warrants:Notwithstanding any adjustments provided for in Section 11 hereof or
      otherwise, the Company shall not be required upon the exercise of any BEE
      Warrants to issue fractional BEE Warrant Shares in satisfaction of its
      obligations hereunder and, in any such case, the number of BEE Warrant
      Shares issuable upon the exercise of any BEE Warrants shall be rounded
      down to the nearest whole number.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.  | Exchange of BEE Warrant Certificates:This BEE Warrant Certificate may be exchanged for BEE Warrant
      Certificates representing in the aggregate the same number of BEE Warrants
      and entitling the Holder thereof to subscribe for and purchase an equal
      aggregate number of BEE Warrant Shares at the same Exercise Price and on
      the same terms as this BEE Warrant Certificate (with or without legends as
      may be appropriate).               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.  | Not a Shareholder:Nothing in this
      BEE Warrant Certificate or in the holding of a BEE Warrant evidenced
      hereby shall be construed as conferring upon the Holder any right or
      interest whatsoever as a shareholder of the Company.                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.  | No Obligation to Purchase:Nothing
      herein contained or done pursuant hereto shall obligate the Holder to
      subscribe for or the Company to issue any securities except those
      securities in respect of which the Holder shall have exercised its right
      to purchase hereunder in the manner provided herein.                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10. | Covenants:                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

The Company covenants and agrees that so long as any BEE
Warrants evidenced hereby remain outstanding:

| | (a) | The Company shall ensure that a sufficient number of BEE
      Warrant Shares are allotted and reserved for issuance upon the due
      exercise of the BEE Warrants; it will cause the BEE Warrant Shares
      subscribed for and purchased in the manner herein provided to be issued
      and delivered as directed; and it will ensure that such BEE Warrant Shares
      shall be issued as fully paid and non-assessable common shares in the
      capital of the Company.                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | The Company shall use all commercially reasonable efforts
      to preserve and maintain its corporate existence and to ensure that the
      BEE Warrant Shares are listed and posted for trading on the TSX Venture
      Exchange on their date of issue, and continue to be listed and posted for
      trading on either the TSX Venture Exchange or the Toronto Stock Exchange
      and shall comply in all material respects with the applicable rules and
      policies of the relevant exchange.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | The Company shall use commercially reasonable efforts to
      make all requisite filings under applicable securities legislation
      necessary to remain a reporting issuer not in default in the Canadian
      jurisdictions in which the Company is currently a reporting issuer for a
      minimum period of two years from the date hereof.                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (d) | If the issuance of the BEE Warrant Shares upon the
      exercise of the BEE Warrants requires any filing or registration with or
      approval of any securities regulatory                                                                                                                                                                                                                                                                                                                              

11

---

|    |              | authority or other governmental authority or compliance
      with any other requirement under any law before such BEE Warrant Shares
      may be validly issued (other than the filing of a prospectus or similar
      disclosure document), the Company agrees to use commercially reasonable
      efforts to take such actions as may be necessary to secure such filing,
      registration, approval or compliance, as the case may be.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (e)          | The Company will do, execute, acknowledge and deliver or
      cause to be done, executed, acknowledged and delivered, all other acts,
      deeds and assurances in law as may be reasonably required for the better
      accomplishing and effecting of the intentions and provisions of this BEE
      Warrant Certificate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11. | Adjustments:
|    |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (a)          | Adjustment: The rights of the holder of this BEE
      Warrant, including the number of BEE Warrant Shares issuable upon the
      exercise of such BEE Warrant, will be adjusted from time to time in the
      events and in the manner provided in, and in accordance with the
      provisions of, this Section.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (b)          | Share Reorganization: The Exercise Price in effect
      at any date will be subject to adjustment from time to time if and
      whenever at any time during the Adjustment Period, the Company shall (A)
      subdivide, redivide or change the outstanding Common Shares into a greater
      number of Common Shares, or (B) consolidate, combine or reduce the
      outstanding Common Shares into a lesser number of Common Shares, then, in
      each such event, the Exercise Price shall, on the record date for such
      event or, if no record date is fixed, the effective date of such event, be
      adjusted so that it will equal the rate determined by multiplying the
      Exercise Price in effect immediately prior to such date by a fraction, of
      which the numerator shall be the total number of Common Shares outstanding
      on such date before giving effect to such event, and of which the
      denominator shall be the total number of Common Shares outstanding on such
      date after giving effect to such event. Such adjustment shall be made
      successively whenever any such event shall occur. Any such issue of Common
      Shares by way of a stock dividend shall be deemed to have been made on the
      record date for such stock dividend for the purpose of calculating the
      number of outstanding Common Shares under paragraphs 10(b)(i) and (ii)
      hereof.
|    |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (c)          | Reclassifications: If and whenever at any time
      during the Adjustment Period, there is (A) any reclassification of or
      amendment to the outstanding Common Shares, any change of the Common
      Shares into other shares or any other reorganization of the Company (other
      than as described in subsection 11(b) hereof), or (B) any consolidation,
      amalgamation, arrangement, merger or other form of business combination of
      the Company with or into any other corporation resulting in any
      reclassification of the outstanding Common Shares, any change of the
      Common Shares into other shares or any other reorganization of the
      Company, then, in each such event, the Holder of this BEE Warrant which is
      thereafter exercised shall be entitled to receive, and shall accept, in
      lieu of the number of BEE Warrant Shares to which such Holder was
      theretofore entitled                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

12

---

|    |                                                                    | upon such exercise, the kind and number or amount of
      shares or other securities or property which such Holder would have been
      entitled to receive as a result of such event if, on the effective date
      thereof, such Holder had been the registered holder of the number of BEE
      Warrant Shares to which such Holder was theretofore entitled upon such
      exercise. If necessary as a result of any such event, appropriate
      adjustments will be made in the application of the provisions set forth in
      this subsection with respect to the rights and interests thereafter of the
      Holder of this BEE Warrant Certificate to the end that the provisions set
      forth in this subsection will thereafter correspondingly be made
      applicable, as nearly as may reasonably be, in relation to any shares or
      other securities or property thereafter deliverable upon the exercise of
      this BEE Warrant. Any such adjustments will be made by and set forth in an
      instrument supplemental hereto approved by the directors, acting
      reasonably, and shall for all purposes be conclusively deemed to be an
      appropriate adjustment.
|--- | ------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (d)                                                                | If at any time during the Adjustment Period any
      adjustment or readjustment in the Exercise Price shall occur pursuant to
      the provisions of subsection 11(b) or 11(c) of this BEE Warrant
      Certificate, then the number of BEE Warrant Shares purchasable upon the
      subsequent exercise of the BEE Warrants shall be simultaneously adjusted
      or readjusted, as the case may be, by multiplying the number of BEE
      Warrant Shares purchasable upon the exercise of the BEE Warrants, as
      applicable, immediately prior to such adjustment or readjustment by a
      fraction which shall be the reciprocal of the fraction used in the
      adjustment or readjustment of the Exercise Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|12. | Rules Regarding Calculation of Adjustment of
      Exercise Price:
|    |                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (a)                                                                | The adjustments provided for in Section 11 are cumulative
      and will, in the case of adjustments to the Exercise Price, be computed to
      the nearest whole BEE Warrant Share and will be made successively whenever
      an event referred to therein occurs, subject to the following subsections
      of this Section 12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (b)                                                                | No adjustment in the Exercise Price is required to be
      made unless such adjustment would result in a change of at least 1% in the
      prevailing Exercise Price; provided, however, that any adjustments which,
      except for the provisions of this subsection, would otherwise have been
      required to be made, will be carried forward and taken into account in any
      subsequent adjustments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (c)                                                                | No adjustment in the Exercise Price will be made in
      respect of any event described in Section 11 if the Holder is entitled to
      participate in such event on the same terms, mutatis mutandis, as
      if the Holder had exercised this BEE Warrant prior to or on the effective
      date or record date of such event. Any participation by the Holder in an
      event referred to in Section 11 is subject to the prior approval of the
      TSX Venture Exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (d)                                                                | No adjustment in the Exercise Price will be made under
      Section 11 in respect of the issue from time to time of Common Shares
      issuable from time to time as Dividends Paid in the Ordinary Course to
      holders of Common Shares who                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

13

---

| |     | exercise an option or election to receive substantially
      equivalent dividends in Common Shares in lieu of receiving a cash
      dividend.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (e) | If at any time a question or dispute arises with respect
      to adjustments provided for in Section 11, such question or dispute will
      be conclusively determined by the auditor of the Company or, if they are
      unable or unwilling to act, by such other firm of independent chartered
      accountants as may be selected by action of the directors of the Company
      and any such determination, subject to regulatory approval and absent
      manifest error, will be binding upon the Company and the Holder. The
      Company will provide such auditor or chartered accountant with access to
      all necessary records of the Company.                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (f) | In case the Company after the date of issuance of this
      BEE Warrant takes any action affecting the Common Shares, other than
      action described in Section 11, which in the opinion of the board of
      directors of the Company would materially affect the rights of the Holder,
      the Exercise Price will be adjusted in such manner, if any, and at such
      time, by action of the directors of the Company in their sole discretion
      and by resolution of a Disinterested Majority, acting reasonably and in
      good faith, but subject in all cases to any necessary regulatory approval.
      Failure of the taking of action by the directors of the Company so as to
      provide for an adjustment on or prior to the effective date of any action
      by the Company affecting the Common Shares will be conclusive evidence
      that the board of directors of the Company has determined that it is
      equitable to make no adjustment in the circumstances.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (g) | If the Company sets a record date to take any action
      referred to in subsections 11(b) or 11(c) and, thereafter and before the
      taking of such action, decides not to implement its plan to take such
      action, then no adjustment in the Exercise Price and number of BEE Warrant
      Shares purchasable upon the exercise of the BEE Warrants will be required
      by reason of the setting of such record date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (h) | In the absence of a resolution of the directors of the
      Company fixing a record date for any event which would require any
      adjustment to this BEE Warrant, the Company will be deemed to have fixed
      as the record date therefor the date on which the event is
  effected.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (i) | As a condition precedent to the taking of any action
      which would require any adjustment to this BEE Warrant, including the
      Exercise Price, the Company shall take any corporate action which may be
      necessary in order that the Company or any successor to the Company or
      successor to the undertaking or assets of the Company have unissued and
      reserved in its authorized capital and may validly and legally issue as
      fully paid and non-assessable all the shares or other securities which the
      Holder is entitled to receive on the full exercise thereof in accordance
      with the provisions hereof.                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (j) | The Company will from time to time, immediately after the
      occurrence of any event which requires an adjustment or readjustment as
      provided in Section 11,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

14

---

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | forthwith give notice to the Holder
      specifying the event requiring such adjustment or readjustment and the
      results thereof, including the resulting Exercise Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The Company covenants to and in favour of the Holder that
      so long as this BEE Warrant remains outstanding, it will give notice to
      the Holder of the effective date or of its intention to fix a record date
      for any event referred to in Section 11 whether or not such event gives
      rise to an adjustment in the Exercise Price or the number and type of
      securities issuable upon the exercise of the BEE Warrants and, in each
      case, such notice shall specify the particulars of such event and the
      record date and the effective date for such event; provided that the
      Company shall only be required to specify in such notice such particulars
      of such event as have been fixed and determined on the date on which such
      notice is given. Such notice shall be given not less than 14 days in each
      case prior to such applicable record date or effective date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | In any case in which this Section shall require that an
      adjustment shall become effective immediately after a record date for or
      an effective date of an event referred to herein, the Company may defer,
      until the occurrence and consummation of such event, issuing to the Holder
      of this BEE Warrant, if exercised after such record date or effective date
      and before the occurrence and consummation of such event, the additional
      BEE Warrant Shares or other securities or property issuable upon such
      exercise by reason of the adjustment required by such event, provided,
      however, that the Company will deliver to the Holder an appropriate
      instrument evidencing the Holders right to receive such additional BEE
      Warrant Shares or other securities or property upon the occurrence and
      consummation of such event and the right to receive any dividend or other
      distribution in respect of such additional BEE Warrant Shares or other
      securities or property declared in favour of the holders of record of
      Common Shares or of such other securities or property on or after the
      Exercise Date or such later date as the Holder would, but for the
      provisions of this subsection, have become the holder of record of such
      additional BEE Warrant Shares or of such other securities or
    property.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|13. | Representation and Warranty:The
      Company hereby represents and warrants with and to the Holder that the
      Company is duly authorized and has the corporate power and authority to
      create and issue this BEE Warrant and the BEE Warrant Shares issuable upon
      the exercise hereof and perform its obligations hereunder and that this
      BEE Warrant represents a valid, legal and binding obligation of the
      Company enforceable against it in accordance with its terms.                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|14. | If Share Transfer Books Closed:The
      Company shall not be required to deliver certificates for BEE Warrant
      Shares while the share transfer books of the Company are properly closed,
      prior to any meeting of shareholders or for the payment of dividends or
      for any other purpose and in the event of the surrender of any BEE Warrant
      in accordance with the provisions hereof and the making of any
      subscription and payment for the BEE Warrant Shares called for thereby
      during any such period delivery of certificates for the BEE Warrant Shares
      may be postponed for a period not exceeding five Business Days after the
      date of the re-opening of said share transfer books provided that any
      such

15

---

|    | postponement of delivery of certificates shall be without
      prejudice to the right of the Holder, if the Holder has surrendered the
      same and made payment during such period, to receive such certificates for
      the BEE Warrant Shares called for after the share transfer books shall
      have been re-opened.                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|15. | Lost Certificate:If the BEE Warrant
      Certificate evidencing the BEE Warrants issued hereby becomes stolen,
      lost, mutilated or destroyed the Company may, on such terms as it may in
      its discretion, acting reasonably, impose, issue and countersign a new BEE
      Warrant Certificate of like denomination, tenor and date as the BEE
      Warrant Certificate so stolen, lost, mutilated or destroyed.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|16. | Governing Law:This BEE Warrant
      shall be governed by, and construed in accordance with, the laws of the
      Province of British Columbia and the laws of Canada applicable therein.
      The Company and the Holder hereof irrevocably attorn to the non-exclusive
      jurisdiction of the courts of the Province of British Columbia.                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|17. | Severability:If any one or more of
      the provisions or parts thereof contained in this BEE Warrant Certificate
      should be or become invalid, illegal or unenforceable in any respect in
      any jurisdiction, the remaining provisions or parts thereof contained
      herein shall be and shall be conclusively deemed to be, as to such
      jurisdiction, severable therefrom.                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|18. | Headings:The headings of the
      articles, sections, subsections and clauses of this BEE Warrant
      Certificate have been inserted for convenience and reference only and do
      not define, limit, alter or enlarge the meaning of any provision of this
      BEE Warrant Certificate.                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|19. | Numbering of Articles, etc.:Unless
      otherwise stated, a reference herein to a numbered or lettered article,
      section, subsection, clause, subclause or schedule refers to the article,
      section, subsection, clause, subclause or schedule bearing that number or
      letter in this BEE Warrant Certificate.                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|20. | Gender:Whenever used in this BEE
      Warrant Certificate, words importing the singular number only shall
      include the plural, and vice versa, and words importing the masculine
      gender shall include the feminine gender.                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|21. | Day not a Business Day:In the event
      that any day on or before which any action is required to be taken
      hereunder is not a Business Day, then such action shall be required to be
      taken on or before the requisite time on the next succeeding day that is a
      Business Day.                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|22. | Binding Effect:This BEE Warrant
      Certificate and all of its provisions shall enure to the benefit of the
      Holder, its successors, assigns and legal personal representatives and
      shall be binding upon the Company and its successors.                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|23. | Notice:Unless herein otherwise
      expressly provided, a notice to be given hereunder will be deemed to be
      validly given if the notice is sent by telecopier, prepaid same day
      courier or first class mail addressed as follows:                                                                                                                                                                              

16

---

| | (a) | If to the Holder at the latest address of the Holder as
      recorded on the books of the Company; and             
| | --- | --------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                     
| | (b) | If to the Company at:                                                                                               
| |     |                                                                                                                     
| |     | Anooraq Resources Corporation Suite 1020 - 800 West
      Pender Street Vancouver, British Columbia V6C 2V6
  Canada

| | Attention:      | Ronald W. Thiessen, President;
| | --------------- | ------------------------------
| |                 | Jeffrey L. Mason, CFO         
| | Telecopier No.: | 604-684-8092                  

|    | Any notice given as aforesaid shall conclusively be
      deemed to have been received by the addressee, if sent by telecopier on
      the day of transmission or, if such day is not a Business Day, on the next
      Business Day, if sent by courier, on the next following Business Day and,
      if sent by mail, on the fifth day following the posting thereof.                                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|24. | No Transfer: The BEE Warrants evidenced
      hereby are non-assignable, non-transferable and non-negotiable and may not
      be exercised by or for the benefit of any person other than the Holder,
      without the express written consent of the Company, unless the BEE
      Warrants have been assigned for the purposes of financing Pelawan, to a
      person specified in, and otherwise mutatis mutandis(on the basis
      that the BEE Warrants shall be deemed to constitute for such purposes
      Consideration Shares comprising the Statutory Shareholding) in
      accordance with the provisions of, Section 4.06 of the Shareholders
      Agreement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|25. | Time of Essence:Time shall be of
      the essence hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

IN WITNESS WHEREOF the Company has caused this Warrant
certificate to be signed by its duly authorized officer as of this 14thday of June, 2007 and as amended December ___, 2007..

| | ANOORAQ RESOURCES
      CORPORATION
| | -----------------------------------
| |                                    
| | Per:                               

17

---

SCHEDULE A

SUBSCRIPTION FORM

TO:Anooraq Resources Corporation, Suite 1020 - 800 West
Pender Street, Vancouver, British Columbia, V6C 2V6, Canada

The undersigned holder of the within BEE Warrant hereby
unconditionally and irrevocably subscribes for _________ BEE Warrant Shares of
Anooraq Resources Corporation (the Company) pursuant to the within BEE
Warrant and tenders herewith a certified cheque or bank draft for
$______________ in full payment therefor.

By executing this subscription form the undersigned represents
and warrants that the undersigned is not a U.S. Person or a Person within the
United States and that the BEE Warrant Shares are not being subscribed for on
behalf of a U.S. Person (as such terms are defined for purposes of the United
States Securities Act of 1933, as amended).

DATED this ___day of ________ , 200_.

| | NAME:                      | 
| | -------------------------- | 
| |                            | 
| | Signature:                 | 
| |                            | 
| | Registration instructions: | 
| |                            | 
| |                            | 

Please check if the certificates
representing the BEE Warrant Shares are to be delivered at the office where this
BEE Warrant Certificate is surrendered, failing which the certificates
representing the BEE Warrant Shares will be mailed to the address in the
registration instructions set out above.

If any BEE Warrant Shares
represented by this BEE Warrant Certificate are not being exercised, a new BEE
Warrant Certificate representing the unexercised BEE Warrants will be issued and
delivered with the certificates representing the BEE Warrant Shares subscribed
for.

18

---

SCHEDULE B

SUBSCRIPTION FORM

TO:Anooraq Resources Corporation, Suite 1020 - 800 West
Pender Street, Vancouver, British Columbia, V6C 2V6, Canada

The undersigned holder of the within BEE Warrant hereby
conditionally and irrevocably subscribes for _________ BEE Warrant Shares of
Anooraq Resources Corporation (the Company) pursuant to the within BEE
Warrant and tenders herewith[describe evidence satisfactory to the Company
of the payment of the Deposit] equal to $______________ per BEE Warrant
Share subscribed for, which amount shall bear interest in accordance with the
Deposit Account Agreement (such amount, together with interest thereon being the
Payment Amount). Each subscription per BEE Warrant Share shall become
unconditional upon receipt by the Company of the Payment Amount in respect of
such BEE Warrant Share.

By executing this subscription form the undersigned represents
and warrants that the undersigned is not a U.S. Person or a Person within the
United States and that the BEE Warrant Shares are not being subscribed for on
behalf of a U.S. Person (as such terms are defined for purposes of the United
States Securities Act of 1933, as amended).

DATED this ___ day of _______, 200_.

| | NAME:         | 
| | ------------- | 
| |               | 
| | Signature:    | 
| |               | 
| | Registration  | 
| | instructions: | 
| |               | 
| |               | 

Please check if the certificates
representing the BEE Warrant Shares are to be delivered at the office where this
BEE Warrant Certificate is surrendered, failing which the certificates
representing the BEE Warrant Shares will be mailed to the address in the
registration instructions set out above.

If any BEE Warrant Shares
represented by this BEE Warrant Certificate are not being exercised, a new BEE
Warrant Certificate representing the unexercised BEE Warrants will be issued and
delivered with the certificates representing the BEE Warrant Shares subscribed
for.

19

---