---

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

FORM
  20-F/A Amendment No. 1

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

OR

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

For the fourteen months ended **December 31, 2004**
  (with other information to June 20, 2005 except where noted)

OR

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

For the transition period from _______________ to _______________

CIK Number 1028277
  Commission file number **0-30622**

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

NOT APPLICABLE 
  (Translation of Registrant's name into English)

BRITISH COLUMBIA (Jurisdiction of incorporation or organization)

Suite 1020, 800 West Pender Street Vancouver, British Columbia, Canada, V6C 2V6
  (Address of principal executive offices)

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

|Title of Each Class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|**Common Shares**   | **The American Stock Exchange**          

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

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

Number of outstanding shares of Anooraq's only class of capital
  stock as on December 31, 2004: **148,020,407 Common
  Shares**

and the number of outstanding common shares as of June 20, 2005
  is **148,070,407**

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

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- 2 -

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

Item 17  x  
  Item 18  ̈

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

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

**NOT APPLICABLE**

CURRENCY AND EXCHANGE RATES

All monetary amounts contained in this Annual Report are, unless
  otherwise indicated, expressed in 
  Canadian Dollars. On June 20, 2005, the Federal Reserve noon rate for Canadian
  Dollars was US$1.00: 
  Cdn$1.255 (see Item 3 – "Key Information" for further historical exchange
  rate information).

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

|                 
|-----------------
|GLOSSARY OF TERMS
|                 
|ITEM 1           
|                 
|ITEM 2           
|                 
|ITEM 3           
|                 
|ITEM 4           
|                 
|ITEM 5           
|                 
|ITEM 6           
|                 
|ITEM 7           
|                 
|ITEM 8           
|                 
|ITEM 9           
|                 
|ITEM 10          
|                 
|ITEM 11          
|                 
|ITEM 12          
|                 
|ITEM 13          
|                 
|ITEM 14          
|                 
|ITEM 15          
|                 
|ITEM 16          
|                 
|ITEM 17          
|                 
|ITEM 18          
|                 
|ITEM 19          

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PART 1

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

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

Except as noted, the information set forth in this Annual
  Report is as of June 20, 2005 and all information included in this document
  should only be considered correct as of such date.

References to this "Annual Report" are references
  to this Annual Report on Form 20-F for the fiscal period ended December 31,
  2004. During fiscal 2004,
  the Company changed its year end from October 31 to December 31, 2004. Accordingly
  the fiscal period ended December 31, 2004 is for the fourteen month period ended
  December 31, 2004. Reference to fiscal periods 2003 and 2002 relate to the twelve
  month periods ending October 31, 2003 and October 31, 2002 respectively.

FORWARD LOOKING STATEMENTS

This Annual Report on Form 20-F contains statements that constitute
  "forward-looking statements" within the meaning of Section 27A of the Securities
  Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
  These statements appear in a number of different places in this Annual Report
  and can be identified by words such as "anticipates", "estimates", "projects",
  "expects", "intends", "believes", "plans", or their negatives or other comparable
  words. Such forward-looking statements involve known and unknown risks, uncertainties
  and other factors which may cause the Company's actual results, performance
  or achievements to be materially different from any future results, performance
  or achievements that may expressed or implied by such forward-looking statements.
  The statements, including the statements contained in Item 3D "Risk Factors",
  Item 4B "Business Overview", Item 5 "Operating and Financial Review and Prospects"
  and Item 11 "Quantitative and Qualitative Disclosures About Market Risk", are
  inherently subject to a variety of risks and uncertainties that could cause
  actual results, performance or achievements to differ significantly. Forward-looking
  statements include statements regarding the outlook for the Company's future
  operations, plans and timing for its exploration programs, statements about
  future market conditions, supply and demand conditions, forecasts of future
  costs and expenditures, the outcome of legal proceedings, and other expectations,
  intentions and plans that are not historical facts. Readers are cautioned that
  any such forward-looking statements are not guarantees and may involve risks
  and uncertainties. The Company's actual results may differ materially from those
  in the forward-looking statements due to risks facing the Company or due to
  actual facts differing from the assumptions underlying the Company's predictions.
  Some of these risks and assumptions include:

| | • | general economic and business conditions, including
        changes in interest rates;                       
| | - | -------------------------------------------------------------------------------------------------------------
| | • | prices of natural resources, costs associated with
        mineral exploration and other economic conditions;
| | • | natural phenomena;                                                                                           
| | • | actions by government authorities, including changes
        in government regulation;                       
| | • | uncertainties associated with legal proceedings;                                                             
| | • | changes in the resources market;                                                                             
| | • | future decisions by management in response to changing
        conditions;                                   
| | • | the Company's ability to execute prospective business
        plans; and                                     
| | • | misjudgements in the course of preparing forward-looking
        statements.                                 

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

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- 2 -

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

Certain terms used herein are defined as follows:

|Anglo Platinum                           | Anglo American Platinum
        Corporation Limited, a public company incorporated under the laws of South
        Africa                                                                                                                                                                                                                                                                                                                                                                                                  
|---------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|August 2004 Circular                     | the management information
        circular dated August 11, 2004 in respect of the extraordinary general
        meeting of the Company dated September 10, 2004, available on SEDAR at
        www.sedar.com;                                                                                                                                                                                                                                                                                                            
|AMEX                                     | the American Stock Exchange                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|BEE                                      | Black Economic Empowerment,
        a strategy aimed at substantially increasing participation by HDP at all
        levels in the economy of South Africa. BEE is aimed at redressing the
        imbalances of the past caused by the apartheid system in South Africa
        by seeking to substantially and equitably increase the ownership and management
        of South Africa's resources by the majority of its citizens and so ensure
        broader and more meaningful participation in the economy by HDP;
|Charter                                  | the Broad Based Socio-Economic
        Empowerment Charter for the South African mining industry, released in
        October 2002 and formally published in August 2004                                                                                                                                                                                                                                                                                                                                                   
|DME                                      | South Africa’s Department
        of Minerals and Energy                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Ga-Phasha Project                        | the Ga-Phasha PGM Project,
        a joint venture with Anglo Platinum located on the Eastern Limb of the
        Bushveld Complex in South Africa                                                                                                                                                                                                                                                                                                                                                                         
|HDI                                      | Hunter Dickinson Inc., a
        corporation incorporated under the laws of Canada which is a related party
        to Anooraq                                                                                                                                                                                                                                                                                                                                                                                             
|HDP                                      | Historically Disadvantaged
        Persons, being South Africans (and entities controlled by them) who suffered
        under the discriminatory practices of the system of apartheid;                                                                                                                                                                                                                                                                                                                                     
|Micawber                                 | Micawber 277 (Proprietary)
        Limited, a private company incorporated under the laws of South Africa
        and which holds the mineral title in respect of the Ga-Phasha Project                                                                                                                                                                                                                                                                                                                                    
|Mineral Development Act                  | the Mineral and Petroleum
        Resources Development Act, 2002 (South Africa)                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Pelawan                                  | Pelawan Investments (Proprietary)
        Limited, a private company incorporated under the laws of South Africa                                                                                                                                                                                                                                                                                                                                                                                                           
|Pelawan RTO Share                        | the Share Exchange Agreement
        between Pelawan and Anooraq made as of                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Exchange Agreement                       | January 21, 2004 and as
        amended from time to time                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Pelawan RTO Shareholders
      Agreement | the Shareholders Agreement
        between Pelawan, Anooraq and the Pelawan Trust made as of September 19,
        2004                                                                                                                                                                                                                                                                                                                                                                                                    
|Pelawan Trust                            | the trust established in
        accordance with a Trust Deed dated September 2, 2004, the present trustees
        of which are Deneys Reitz Trustees (Proprietary) Limited, Tumelo Moathlodi
        Motsisi and Asna Chris Harold Motaung                                                                                                                                                                                                                                                                               
|PGM                                      | platinum group metals                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Plateau                                  | Plateau Resources (Proprietary)
        Limited, a corporation incorporated under the laws of South Africa, being
        an indirect wholly owned subsidiary of Anooraq                                                                                                                                                                                                                                                                                                                                                   
|Platreef Project                         | the Platreef PGM Project
        located on the Northern Limb of the Bushveld Complex in South Africa,
        which includes the Kwanda JV, the Boikgantsho JV, and the Rietfontein
        and Central Block properties                                                                                                                                                                                                                                                                                                  
|PPRust                                   | Potgietersrust Platinum
        Limited, a private company incorporated under the laws of South Africa,
        being a wholly owned subsidiary of Anglo Platinum                                                                                                                                                                                                                                                                                                                                                          
|Royalty Bill                             | the Mineral and Petroleum
        Royalty Bill, placed before the parliament of South Africa as a money
        bill by the South African Minister of Finance on March 10, 2003 in relation
        to proposed royalties to be levied by the state in respect of mining rights                                                                                                                                                                                                                                            
|RPM or Rustenburg                        | Rustenburg Platinum Mines
        Limited, a public company incorporated under the laws of South Africa,
        being a wholly owned subsidiary of Anglo Platinum                                                                                                                                                                                                                                                                                                                                                         
|SARB                                     | the Exchange Control Department
        of the South African Reserve Bank                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|South Africa                             | the Republic of South Africa                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Thusong Project                          | the Thusong Platinum Mine
        Joint Venture located on the Western Limb of the Bushveld Complex in South
        Africa                                                                                                                                                                                                                                                                                                                                                                                                
|TSXV                                     | TSX Venture Exchange Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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- 3 -

|ZAR                                                  | South African Rand, the
        currency of South Africa.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Geological/Exploration Terms                        
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Farm                                                 | A term commonly used in
        South Africa to describe the area of a mineral interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Feldspar                                             | A group of abundant rock-forming
        minerals, the most widespread of any mineral group and constituting 60%
        of the earth's crust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Feldspathic                                          | Containing feldspar as a
        principal ingredient.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Gabbro                                               | Course grained mafic igneous
        rock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Mafic                                                | Composed of dark ferromagnesian
        minerals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Mineral Deposit                                      | A deposit of mineralization
        that may or may not be ore. Ore is determined by a full feasibility study.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Mineral Symbols                                      | Pt – Platinum; Pd
        – Palladium; Au – Gold; Ag – Silver; Cu – Copper;
        Cr – Chromium; Ni – Nickel; Pb – Lead; Rh – Rhodium;
        Ru – Ruthenium.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Mineralized Material                                 | A mineralized body that
        has been delineated by appropriately spaced drilling and/or underground
        sampling to support a sufficient tonnage and average grade of metals to
        warrant further exploration. Such a deposit does not qualify as a reserve,
        until a comprehensive evaluation based upon unit cost, grade, recoveries,
        and other materials factors conclude legal and economic feasibility. "Mineralized
        material" does not include materials classed as "inferred", a classification
        that is acceptable under Canadian regulations (see "Resource Category
        (Classification) Definitions" below).
|Norite                                               | A coarse-grained plutonic
        rock in which the chief constituent is basic plagioclase feldspar (labradorite)
        and the dominant mafic mineral is orthopyroxene (hypersthene).                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Pyroxenite                                           | A medium or coarse-grained
        rock consisting essentially of pyroxene, a common rock-forming mineral.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Resource Category (Classification)
      Definitions
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|mineral reserve                                      | Industry Guide 7 –
        "Description of Property by Issuers Engaged or to be Engaged
        in Significant Mining Operations" of the Securities and Exchange Commission
        defines a 'reserve' as that part of a mineral deposit which could be economically
        and legally extracted or produced at the time of the reserve determination.
        Reserves consist of:                                                                                                                                                                                                                                                                                 
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                     | (1) Proven (Measured)
        Reserves.Reserves for which: (a) quantity is computed from dimensions
        revealed in outcrops, trenches, workings or drill holes; grade and/or
        quality are computed from the results of detailed sampling; and (b) the
        sites for inspection, sampling and measurement are spaced so closely and
        the geologic character is so well defined that size, shape, depth and
        mineral content of reserves are well-established.                                                                                                                                                                             
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                     | (2) Probable (Indicated)
        Reserves.Reserves for which quantity and grade and/or quality are
        computed from information similar to that used for proven (measured) reserves,
        but the sites for inspection, sampling and measurement are farther apart
        or are otherwise less adequately spaced. The degree of assurance, although
        lower than that for proven (measured) reserves, is high enough to assume
        continuity between points of observation.                                                                                                                                                                       
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|mineral resource                                     | Canadian National Instrument
        43-101 Standards of Disclosure for Mineral Projects("NI
        43-101") defines a "Mineral Resource" as a concentration or occurrence
        of natural, solid, inorganic or fossilized organic material in or on the
        Earth's crust in such form and quantity and of such a grade or quality
        that it has reasonable prospects for economic extraction. The location,
        quantity, grade, geological characteristics and continuity of a Mineral
        Resource are known, estimated or interpreted from specific geological
        evidence and knowledge.                                              
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                     | Mineral Resources are sub-divided,
        in order of increasing geological confidence, into Inferred, Indicated
        and Measured categories. An Inferred Mineral Resource has a lower level
        of confidence than that applied to an                                                                                                                                                                                                                                                                                                                                                                                                                        

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- 4 -

| | Indicated Mineral Resource. An Indicated Mineral Resource
        has a higher level of confidence than an Inferred Mineral Resource but
        has a lower level of confidence than a Measured Mineral Resource.
      (1) Inferred Mineral Resource.An 'Inferred Mineral
        Resource' is that part of a Mineral Resource for which quantity and grade
        or quality can be estimated on the basis of geological evidence and limited
        sampling and reasonably assumed, but not verified, geological and grade
        continuity. The estimate is based on limited information and sampling
        gathered through appropriate techniques from locations such as outcrops,
        trenches, pits, workings and drill holes.
      (2) Indicated Mineral Resource.An 'Indicated
        Mineral Resource' is that part of a Mineral Resource for which quantity,
        grade or quality, densities, shape and physical characteristics can be
        estimated with a level of confidence sufficient to allow the appropriate
        application of technical and economic parameters, to support mine planning
        and evaluation of the economic viability of the deposit. The estimate
        is based on detailed and reliable exploration and testing information
        gathered through appropriate techniques from locations such as outcrops,
        trenches, pits, workings and drill holes that are spaced closely enough
        for geological and grade continuity to be reasonably assumed.
      (3) Measured Mineral Resource.A 'Measured Mineral
        Resource' is that part of a Mineral Resource for which quantity, grade
        or quality, densities, shape, physical characteristics are so well established
        that they can be estimated with confidence sufficient to allow the appropriate
        application of technical and economic parameters, to support production
        planning and evaluation of the economic viability of the deposit. The
        estimate is based on detailed and reliable exploration, sampling and testing
        information gathered through appropriate techniques from locations such
        as outcrops, trenches, pits, workings and drill holes that are spaced
        closely enough to confirm both geological and grade continuity.
      Industry Guide 7 – "Description of Property
        by Issuers Engaged or to be Engaged in Significant Mining Operations"of the Securities and Exchange Commission does not define or recognize
        resources. As used in this Form 20-F, "resources" are as defined in NI
        43-101.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Currency and Measurement

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

Conversion of metric units into imperial equivalents is as follows:

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

|
|

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- 5 -

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

Not applicable

|
|

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- 6 -

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

Not applicable

|
|

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- 7 -

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

A.           Selected
  Financial Data

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

The Company’s
  annual financial statements have been audited by its current independent registered
  public accounting firm, KPMG LLP, Chartered Accountants for the 14-month fiscal
  year ended December 31, 2004, and by its former independent registered public
  accounting firm, De Visser Gray, Chartered Accountants, for each of the previous
  fiscal years. The financial statements have been prepared in accordance with
  Canadian generally accepted accounting principles ("Canadian GAAP").
  Note 11 to the financial statements provides descriptions of the material measurement
  differences between Canadian GAAP and United States generally accepted accounting
  principles ("US GAAP") as they relate to the Company and a reconciliation
  to US GAAP of the Company's financial statements.

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

CONSOLIDATED BALANCE SHEET DATA

|(Thousands of Canadian dollars,       |   |              |  |   |             |  |   |             |  |   |             |  |   |             |  |   |             | 
|------------------------------------- | - | ------------ |  | - | ----------- |  | - | ----------- |  | - | ----------- |  | - | ----------- |  | - | ----------- | 
|except per share amounts)             |   | As at        | 
|                                      |   | December 31, |  |   | October 31, |  |   | October 31, |  |   | October 31, |  |   | October 31, |  |   | October 31, | 
|                                      |   | 2004         |  |   | 2004        |  |   | 2003        |  |   | 2002        |  |   | 2001        |  |   | 2000        | 
|Balance
      Sheet Data              |   |              |  |   | (unaudited) |  |   |             |  |   |             |  |   |             |  |   |             | 
|Total assets                          | $ | 26,026       |  | $ | 28,726      |  | $ | 9,857       |  | $ | 7,726       |  | $ | 6,888       |  | $ | 887         | 
|Total liabilities                     |   | 2,959        |  |   | 3,914       |  |   | 528         |  |   | 92          |  |   | 230         |  |   | 202         | 
|Share capital and contributed surplus |   | 52,338       |  |   | 52,135      |  |   | 25,573      |  |   | 20,048      |  |   | 16,709      |  |   | 8,898       | 
|                                      |   |              |  |   |             |  |   |             |  |   |             |  |   |             |  |   |             | 
|                                      |   |              |  |   |             |  |   |             |  |   |             |  |   |             |  |   |             | 
|                                      |   |              |  |   |             |  |   |             |  |   |             |  |   |             |  |   |             | 
|(Thousands of Canadian dollars,       |   |              |  |   |             |  |   |             |  |   |             |  |   |             |  |   |             | 
|except per share amounts)             |   | As at        | 
|                                      |   | December 31, |  |   | October 31, |  |   | October 31, |  |   | October 31, |  |   | October 31, |  |   | October 31, | 
|                                      |   | 2004         |  |   | 2004        |  |   | 2003        |  |   | 2002        |  |   | 2001        |  |   | 2000        | 
|Period
      End Balances             |   |              |  |   | (unaudited) |  |   |             |  |   |             |  |   |             |  |   |             | 
|Working capital                       | $ | 14,179       |  | $ | 15,537      |  | $ | 5,111       |  |   | 3,277       |  | $ | 2,402       |  | $ | 682         | 
|Equipment, net                        |   | 198          |  |   | 172         |  |   | 17          |  |   | 38          |  |   | 56          |  |   | 3           | 
|Mineral property interests            |   | 10,075       |  |   | 10,664      |  |   | 4,200       |  |   | 4,200       |  |   | 4,200       |  |   | –           | 
|Shareholders' equity                  |   | 23,067       |  |   | 24,812      |  |   | 9,328       |  |   | 7,633       |  |   | 6,658       |  |   | 685         | 
|Number of shares outstanding          |   | 148,020,407  |  |   | 147,510,407 |  |   | 40,164,172  |  |   | 32,148,463  |  |   | 27,384,880  |  |   | 14,182,413  | 

No cash or other dividends have been declared.

CONSOLIDATED STATEMENT OF OPERATIONS DATA

|(Thousands of Canadian dollars,     |   |                             |   |   |              |  |  |             |   |   |             |   |   |             |   |   |             |   |   |             |  
|----------------------------------- | - | --------------------------- | - | - | ------------ |  |  | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | -
|except per share amounts)           |   | For the fiscal period ended |  
|                                    |   | 14 months                   |   |   | 2 months     |  |  | 12 months   |   |   | 12 months   |   |   | 12 months   |   |   | 12 months   |   |   | 12 months   |  
|                                    |   | ended                       |   |   | ended        |  |  | ended       |   |   | ended       |   |   | ended       |   |   | ended       |   |   | ended       |  
|                                    |   | December 31,                |   |   | December 31, |  |  | October 31, |   |   | October 31, |   |   | October 31, |   |   | October 31, |   |   | October 31, |  
|                                    |   | 2004                        |   |   | 2004         |  |  | 2004        |   |   | 2003        |   |   | 2002        |   |   | 2001        |   |   | 2000        |  
|Statement of Operations Data        |   |                             |   |   | (unaudited)  |  |  | (unaudited) |   |   |             |   |   |             |   |   |             |   |   |             |  
|Investment and other income         | $ | 486                         |   | $ | 96           |  |  | 390         |   | $ | 46          |   | $ | 38          |   | $ | 41          |   | $ | 49          |  
|General and administrative expenses |   | 4,612                       |   |   | 765          |  |  | 3,847       |   |   | 1,903       |   |   | 1,426       |   |   | 316         |   |   | 365         |  
|Exploration expenditures            |   | 8,901                       |   |   | 1,280        |  |  | 7,621       |   |   | 1,973       |   |   | 976         |   |   | 1,445       |   |   | 3,512       |  
|Loss                                |   | (13,027                     | ) |   | (1,949)      |  |  | (11,078     | ) |   | (3,829      | ) |   | (2,364      | ) |   | (1,838      | ) |   | (3,828      | )
|Loss per common share               |   | (0.18                       | ) |   | (0.00)       |  |  | (0.18       | ) |   | (0.11       | ) |   | (0.08       | ) |   | (0.11       | ) |   | (0.29       | )

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

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- 8 -

Annual Exchange Rates

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

USD/CAD

|                    | December 31, | October 31, | October 31, | October 31, | October 31,
|------------------- | ------------ | ----------- | ----------- | ----------- | -----------
|Fiscal period ended | 2004         | 2003        | 2002        | 2001        | 2000       
|End of Period       | 1.20         | 1.32        | 1.56        | 1.59        | 1.52       
|Average for Period  | 1.30         | 1.44        | 1.57        | 1.54        | 1.49       
|High for Period     | 1.38         | 1.54        | 1.62        | 1.59        | 1.54       
|Low for Period      | 1.20         | 1.32        | 1.50        | 1.49        | 1.45       

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

CAD/ZAR

|                    | December 31, | October 31, | October 31, | October 31, | October 31,
|------------------- | ------------ | ----------- | ----------- | ----------- | -----------
|Fiscal period ended | 2004         | 2003        | 2002        | 2001        | 2000       
|End of Period       | 0.21         | 0.192       | 0.156       | 0.168       | 0.202      
|Average for Period  | 0.20         | 0.181       | 0.147       | 0.190       | 0.221      
|High for Period     | 0.22         | 0.202       | 0.168       | 0.204       | 0.242      
|Low for Period      | 0.20         | 0.156       | 0.117       | 0.166       | 0.197      

Monthly Exchange Rates

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

USD/CAD

|                    | January | February | March  | April  | May    | June  
|------------------- | ------- | -------- | ------ | ------ | ------ | ------
|                    | 2005    | 2005     | 2005   | 2005   | 2005   | 2005  
|Low for the period  | 1.2003  | 1.2249   | 1.2018 | 1.2151 | 1.2372 | 1.2254
|High for the period | 1.2412  | 1.2559   | 1.2438 | 1.2585 | 1.2696 | 1.2571

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

CAD/ZAR

|                    | January | February | March  | April  | May    | June  
|------------------- | ------- | -------- | ------ | ------ | ------ | ------
|                    | 2005    | 2005     | 2005   | 2005   | 2005   | 2005  
|Low for the period  | 0.1997  | 0.2000   | 0.1910 | 0.1950 | 0.1852 | 0.1802
|High for the period | 0.2125  | 0.2133   | 0.2124 | 0.2070 | 0.2087 | 0.1874

B.           Capitalization
  and Indebtedness

Not applicable

C.           Reasons
  for the Offer and Use of Proceeds

Not applicable

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- 9 -

D.           Risk
  Factors

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

The Company faces risks in executing its business plan and
  achieving revenues. The following risks are material risks that the Company
  faces. The Company also faces the risks identified elsewhere in this Annual
  Report. If any of these risks occur, the Company's business and its operating
  results and financial condition could be seriously harmed and the Company may
  not be able to continue business operations as a going concern.

Exploration and Development

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

The commercial viability of a mineral deposit is dependent
  upon a number of factors. These include deposit attributes such as size, grade
  and proximity to infrastructure, current and future metal prices (which can
  be cyclical), and government regulations, including those relating to prices,
  taxes, royalties, land tenure, land use, importing and exporting of minerals
  and necessary supplies and environmental protection. The complete effect of
  these factors, either alone or in combination, cannot be entirely predicted,
  and their impact may result in Anooraq not receiving an adequate return on invested
  capital.

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

No Ore

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

Economic Risk

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

Additional Funding Requirements

The further development and exploration of the various mineral
  properties in which it holds interests is dependent upon Anooraq's ability to
  obtain financing through any or all of the joint venturing of projects,

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- 10 -

debt financing, equity financing or other means. There is
  no assurance that Anooraq will be successful in obtaining the required financing.

Mining

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

Government Regulation

The exploration and mining activities of Anooraq are subject
  to various South African national, provincial and local laws governing prospecting,
  development, production, taxes, labour standards and occupational health, mine
  safety, toxic substance and other matters. Exploration activities and mining
  are also subject to various national, provincial and local laws and regulations
  relating to the protection of the environment. These laws mandate, among other
  things, the maintenance of certain air and water quality standards, and land
  reclamation. These laws also set forth limitations on the generation, transportation,
  storage and disposal of solid and hazardous waste. Although Anooraq's activities
  are currently carried out in accordance with all applicable rules and regulations,
  no assurance can be given that new rules and regulations will not be enacted
  or that existing rules and regulations will not be applied in a manner which
  could limit or curtail production or development. Amendments to current laws
  and regulations governing operations and activities of exploration, mining and
  milling or more stringent implementation thereof could have a material adverse
  effect on Anooraq's business, results of operation and financial condition.

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

South African Government Empowerment Initiatives

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

In October 2002, the South African Government enacted the
  Mineral Development Act that deals with the state's policy towards the future
  of ownership of minerals rights and the procedures for conducting mining transactions
  in South Africa. The Mineral Development Act is a statute with wide-ranging
  objectives, including sustainable development and the promotion of equitable
  access to South Africa’s mineral wealth by the inclusion of HDP into the
  industry. The Mineral Development Act came into effect in May 2004.

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

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

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- 11 -

Joint Venture Risks

Anooraq
  holds the bulk of its assets in its wholly owned subsidiary, Plateau, in joint
  ventures. Plateau's interests in these projects are subject to the risks
  normally associated with the conduct of joint ventures. The existence or occurrence
  of one or more of the following circumstances and events could have a material
  adverse impact on Plateau's profitability or the viability of its interests
  held through joint ventures, which could have a material adverse impact on Anooraq's
  future cash flows, earnings, results of operations and financial condition:
  (i) disagreement with joint venture partners on how to proceed with exploration
  programs and how to develop and operate mines efficiently; (ii) inability of
  joint venture partners to meet their obligations to the joint venture or third
  parties; and (iii) litigation between joint venture partners regarding joint
  venture matters. See Item 4C – "Further Particulars of Anooraq's
  Properties – The Platreef Project – Location and Property Description
  - Rietfontein Block" for a discussion of a current dispute with a joint
  venture partner.

Title Matters

While Anooraq has no reason to believe that the existence
  and extent of any of its properties is in doubt, title to mining properties
  is subject to potential claims by third parties claiming an interest in them.
  The mineral properties may be subject to previous unregistered agreements or
  transfers, and title may be affected by undetected defects or changes in mineral
  tenure laws. The Company's mineral interests consist of mineral claims, which
  have not been surveyed, and therefore, the precise area and location of such
  claims or rights may be in doubt. The
  failure to comply with all applicable laws and regulations, including the failure
  to pay taxes or to carry out and file assessment work, may invalidate title
  to portions of the properties where the mineral rights are held by Anooraq which
  could have a material adverse effect on the Company's results of operations
  and its financial condition.

Insurance and Uninsured Risks

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

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

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

Political Risk

Substantially all of the assets of Anooraq are located in
  a jurisdiction outside of Canada. As a result, it may be difficult for investors
  in Canada to enforce judgments obtained against Anooraq in Canada.

South Africa has recently undergone major constitutional changes
  to effect majority rule, and also to effect mineral title. Accordingly, all
  laws may be considered relatively new, resulting in risks such as possible misinterpretation
  of new laws, modification of mining or exploration rights, operating restrictions,
  increased taxes, environmental regulation, mine safety and other risks arising
  out of a new sovereignty over mining, any or all of which could have an adverse
  impact upon Anooraq. Anooraq's operations may also be affected in varying degrees
  by political and economic instability, terrorism, crime, extreme fluctuations
  in currency exchange rates, and inflation.

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

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- 12 -

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

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

Competition

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

Environmental Risks

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

Dependence on Key Personnel

Anooraq is dependent on a relatively small number of key employees
  and contractors, the loss of any of whom could have an adverse effect on Anooraq.
  The high prevalence of HIV/AIDS in southern Africa could impact negatively on
  the pool of human resources available to the Company.

Exchange Rate Fluctuations

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

The market
  prices of PGM are typically denominated in United States dollars and, accordingly,
  the Company's revenues, if any, will be denominated and received in United States
  dollars. In contrast, most expenses are and will be payable in the local
  currency in the jurisdiction where the applicable property is located. As a
  result, fluctuations in the Canadian dollar against the United States dollar
  and against each of the local currencies of the jurisdictions where the Company's
  properties are located could have a material adverse effect on the Company's
  financial results, which are denominated and reported in Canadian dollars.

Foreign Subsidiaries

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

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- 13 -

Anooraq Has No History of Earnings and No Foreseeable Earnings

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

Going Concern Assumption

Anooraq’s consolidated financial statements have been
  prepared assuming Anooraq will continue as a going concern. However, unless
  ongoing additional funding is obtained this assumption may have to change and
  Anooraq’s assets may have to be written down to asset prices realizable
  in insolvency or distress circumstances. The
  report of the Company's independent registered public accounting firm on the
  December 31, 2004 consolidated financial statements includes an additional paragraph
  that states that substantial doubt exists with respect to the Company's ability
  to continue as a going concern. Such financial statements do not include any
  adjustments that might result from the outcome of this uncertainty.

Anooraq’s Share Price is Volatile

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

Penny Stock Classification Could Affect the Marketability
  of the Company's Common Stock and Shareholders Could Find It Difficult to Sell
  Their Stock

The Company's stock may be subject to "penny stock" rules
  as defined in Securities and Exchange Act of 1934 rule 3a51-1. The Securities
  and Exchange Commission has adopted rules which regulate broker-dealer practices
  in connection with transactions in penny stocks. Penny stocks generally are
  equity securities with a price of less than U.S. $5.00 (other than securities
  registered on certain national securities exchanges or quoted on the NASD system,
  provided that current price and volume information with respect to transactions
  in such securities is provided by the exchange or system).

The Company’s common shares may be subject to these
  penny stock rules, which could have cost implications. Transaction costs associated
  with purchases and sales of penny stocks are likely to be higher than those
  for other securities. The penny stock rules require a broker-dealer, prior to
  a transaction in a penny stock not otherwise exempt from the rules, to deliver
  a standardized risk disclosure document that provides information about penny
  stocks and the nature and level of risks in the penny stock market. The broker-dealer
  also must provide the customer with current bid and offer quotations for the
  penny stock, the compensation of the broker-dealer and its salesperson in the
  transaction, and monthly account statements showing the market value of each
  penny stock held in the customer’s account. The bid and offer quotations,
  and the broker-dealer and salesperson compensation information, must be given
  to the customer orally or in writing prior to effecting the transaction and
  must be given to the customer in writing before or with the customer’s
  confirmation.

Further, the penny stock rules require that prior to a transaction
  in a penny stock not otherwise exempt from such rules; the broker-dealer must
  make a special written determination that the penny stock is a suitable investment
  for the purchaser and receive the purchaser’s written agreement to the
  transaction. These disclosure requirements may have the effect of reducing the
  level of trading activity in the secondary market for the Company’s common
  shares in the United States and shareholders may find it more difficult to sell
  their shares.

Certain of Anooraq’s Directors and Officers Serve
  as Directors and Officers of Other Companies

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

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- 14 -

ability to continue to carry on operations is dependent upon
  its ability to retain the services of certain key employees and members of its
  board of directors.

Likely Passive Foreign Investor Company (“PFIC”)
  Status Has Possible Adverse Tax Consequences for U.S. Investors

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

Significant Potential Equity Dilution

At June 20, 2005, there were 6,133,200 share purchase options
  of Anooraq outstanding, of which 237,500 options were in-the-money. As a consequence
  of the passage of time since the date of their original sale and issuance, no
  options or warrants of Anooraq remain subject to any hold period restrictions
  in Canada or the United States as of June 20, 2005. The unrestricted resale
  of outstanding shares from the exercise of dilutive securities may have a depressing
  effect on the market for the Company's shares.

Dilutive securities represent approximately 4% of Anooraq's
  issued shares as at June 20, 2005.

|
|

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- 15 -

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

SUMMARY

A.           History
  and Development of the Company

1.Name,
  Address and Incorporation

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

The head office of the Company is located at Suite 1020 –
  800 West Pender Street, Vancouver, British Columbia, Canada V6C 2V6, telephone
  (604) 684-6365, facsimile (604) 684-8092 and the registered office is in care
  of its Canadian attorneys McCarthy Tétrault LLP at Suite 1300 –
  777 Dunsmuir Street, Vancouver, British Columbia, Canada V7Y 1K2, telephone
  (604) 643-7100, facsimile (604) 643-7900.

2.Summary
  Corporate History and Intercorporate Relationships

From 1996 to mid-1999, the Company’s mineral exploration
  was focused on metal prospects located in Mexico. In October 1999, the Company
  refocused its exploration on a South African PGM project, the Platreef Project
  (see Item 4C – "Further Particulars of Anooraq's Properties –
  The Platreef Project"). The Company has two active Cayman Islands subsidiaries,
  N1C Resources Inc. ("N1C") and N2C Resources Inc. ("N2C").
  These two subsidiaries were incorporated on December 2, 1999 under the laws
  of the Cayman Islands, and their use represents a common method for Canadian
  mining companies to hold foreign resource assets through outside of Canada corporations.
  The Company holds 100% of the shares of N1C, which in turn holds 100% of the
  N2C shares. N2C holds 100% of the shares of Plateau, a private South African
  mining corporation purchased by Anooraq on August 28, 2001. Plateau holds the
  legal rights to the mineral interests ("farms") comprising the Platreef
  Project.

In January 2004, the Company announced it had agreed to terms
  whereby the Company and Pelawan, a private South African company, would combine
  their respective PGM assets, comprising the Company's PGM projects on the Northern
  and Western Limbs of the "Bushveld Complex" and Pelawan's 50% participation
  interest in the Ga-Phasha (previously known as "Paschaskraal") Project on the
  Eastern Limb of the Bushveld in the Republic of South Africa. The Ga-Phasha
  property, located approximately 250 kilometres northeast of Johannesburg, has
  significant mineral resources already outlined as well as excellent additional
  potential. The Ga-Phasha property consists of four farms – Portion 1 of
  Paschaskraal 466KS, and the whole of farms Klipfontein 465KS, De Kamp 507KS
  and Avoca 472KS – covering an area of approximately 9,700 hectares.

The mineral title relating to the Ga-Phasha Project is held
  by Micawber, a private South African corporation owned 50% by Anglo Platinum
  and 50% by a BEE partner, Pelawan (now the Company, through its wholly owned
  subsidiary, Plateau), pursuant to Anglo Platinum's planned PGM project expansion
  on the Eastern Limb. The Ga-Phasha Project is a 50/50 joint venture between
  Anooraq's wholly owned South African subsidiary, Plateau, and Rustenburg, a
  wholly owned subsidiary of Anglo Platinum, governed by, among other things,
  a shareholders' agreement relating to Micawber entered into on September 22,
  2004.

Pursuant to the terms of the Pelawan transaction, which was
  completed in September 2004 and which constitutes a reverse take-over ("RTO")
  under the policies of the TSXV, the Company acquired Pelawan's 50% shareholding
  in Micawber and the rights to its 50% participation interest in the Ga-Phasha
  Project in return for 91.2 million Anooraq common shares (the "Consideration
  Shares") and cash payments totalling ZAR 15.7 million. The number of Consideration
  Shares issued takes into account the potential dilutive effect of financings
  expected to be undertaken in the future to develop PGM mines, for example on
  the Ga-Phasha and the Drenthe-North Overysel deposits, such that Pelawan's ownership
  (initially 63%) of the issued and outstanding shares of Anooraq will remain
  at a certain minimum level (currently defined as 52%) on a going forward basis
  to maintain Anooraq as a BEE company, and consequently affording Anooraq with
  additional opportunities and greater flexibility under South Africa's new mining
  laws. Further, the dilution calculation allowed for approximately 7.9 million
  Consideration Shares to be sold by Pelawan during the twelve month period subsequent
  to the closing, all of which shares were sold by

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Pelawan on March 28, 2005. Of the remaining Consideration
  Shares, approximately 83.3 million shares (the "Lock up Shareholding") must
  remain held in escrow until the earlier of September 29, 2010 or twelve months
  after the commencement of commercial production from the Ga-Phasha Project.
  Under the Mineral Development Act, and as specified in the agreements in respect
  of the Ga-Phasha Project related to the terms of BEE requirements, Pelawan will
  at all future times be required to hold a certain minimum number of the Consideration
  Shares, currently defined as 52%, in order to ensure that Anooraq retains its
  classification as a BEE company.

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

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

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

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

Accordingly,
  the additional common shares which would, under the original terms of the Share
  Exchange Agreement, have become issuable to Pelawan by Anooraq as of September
  30, 2005 are not required to be issued and the determination of whether any
  additional common shares will be required to be issued to Pelawan in light of
  any actual or deemed dilutive financings will be made in due course on the Finalization
  Date, as amended. The method for determining whether such additional common
  shares will be issuable upon the Finalization Date remains as described above.
  Upon the Finalization Date, the dilutive financings for the purposes of calculating
  whether any additional common shares are issuable to Pelawan will be the actual
  dilutive financings undertaken in relation to the Projects to date and, to the
  extent that no such financings have been undertaken, the Deemed Dilutive Financings
  described above.

Pursuant to the agreement with Pelawan, the nine positions
  on the Anooraq board were to be comprised of three independents, and three appointees
  from each of the current boards of HDI and Pelawan. From HDI, Mr. Ronald W.
  Thiessen, B.Comm., CA, retained his role as President, Chief Executive Officer
  and Director, Scott D. Cousens assumed the position of Vice President, Capital
  Finance and Director, and Robert A. Dickinson, B.Sc., M.Sc., assumed the position
  of Co-Chairman of the Board of Directors. The three Pelawan appointed directors,
  two of whom have also assumed positions as officers of the Company, were: Tumelo
  Motsisi, B.A., LLM, MBA, Deputy Chief Executive Officer, Harold Motaung, B.Sc.,
  MBA, Chief Operating Officer, and Rizelle M. Sampson, former Chief of Staff
  for the Ministry of Communications, South Africa. The independent members of
  the board were Popo S. Molefe, PhD., Co-Chairman of the Board of Directors,
  appointed by Pelawan, Walter Segsworth, P.Eng., who was retained on the board
  as a nominee of HDI, and Sipho Nkosi, B.Comm, MBA, who was jointly appointed
  by Pelawan and HDI.

There have been changes since that time, resulting in eleven
  board positions. Phumzile Langeni, B.Comm., Executive Director, Investor Relations,
  was appointed to the Anooraq board effective December 9, 2004. Walter T. Segsworth
  resigned from the Anooraq board effective January 4, 2005. An additional independent
  Director, David Elliott, B.Comm., CA, was appointed to the Anooraq board as
  of April 20, 2005, and another independent Director, Wayne Kirk, LLB, was appointed
  to the Board in July 2005.




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

3.Principal
  Capital Expenditures and Divestitures

The Company’s
  principal capital expenditures (there have been no material divestitures) over
  the three fiscal years ended December 31, 2004, October 31, 2003, and October
  31, 2002 are as follows:

|Amounts Capitalized              
|---------------------------------
|Fiscal Year                      
|14 months ended December 31, 2004
|Year ended October 31, 2003      
|Year ended October 31, 2002      

B.           Business
  Overview

1.          Anooraq's
  Business Strategy and Principal Activities

Anooraq is in the business of acquiring and exploring prospective
  mineral properties. During 2004, the Company's principal focus was exploration
  of a PGM prospect on the Drenthe and Witrivier farms (held through its South
  African subsidiary Plateau) and the northern part of the Overysel Farm (held
  by a subsidiary of Anglo Platinum) through the Boikgantsho Joint Venture (the
  "Boikgantsho JV"). The Drenthe and Witrivier farms are portions of the "Platreef
  Project". The Company also acquired a 50% interest in the Ga-Phasha Project
  on the Eastern Limb of the Bushveld Complex in 2004, through the transaction
  with Pelawan (see Item 4A2 – "Summary Corporate History and Intercorporate
  Relationships"). The area covered by the Boikgantsho and Ga-Phasha Projects
  is of interest geologically because it is a layered mafic intrusive complex,
  a geological setting known to be associated with PGM deposits.

Prior to January 2004, Anooraq had mainly focused on the acquisition
  and exploration of mineral properties (called "farms" in South Africa) on the
  Northern Limb of the Bushveld Complex, approximately 250 kilometres north of
  Johannesburg. The Northern Limb has excellent potential for discovery and development
  of large scale PGM deposits that are amenable to open pit mining. In 2003, programs
  were carried out in three areas of Anooraq's large land package in the Northern
  Limb, with promising results from the Drenthe farm and the Rietfontein farm.

Work in 2004 continued to delineate the mineralization within
  the Platreef horizon on the Drenthe and Witrivier farms and the northern part
  of the Overysel farm, under the Boikgantsho JV, between Anooraq and a subsidiary
  of Anglo Platinum. The objective is to advance the project toward feasibility
  studies. As a result of on-going drilling programs under the Boikgantsho JV,
  the Company expanded the Drenthe PGM deposit and the newly discovered Overysel
  North PGM deposit, and announced estimates of the indicated and inferred mineral
  resources for the deposits in the fourth quarter of fiscal 2004. Preliminary
  results of metallurgical test work for the deposits were also released.

At the Rietfontein farm, located 25 kilometres to the south,
  Ivanhoe Platinum and Nickel Ltd. (previously known as African Minerals Ltd.),
  a private affiliate of Ivanhoe Capital Corporation, is currently carrying out
  the exploration activities.

As a result of the transaction with Pelawan (see Item 4A2
  – "Summary Corporate History and Intercorporate Relationships") in 2004,
  the Company acquired a 50% interest in the Ga-Phasha Project on the Eastern
  Limb of the Bushveld Complex. Ga-Phasha has measured, indicated and inferred
  resources outlined in the UG2 and Merensky reefs. Operations that mine the UG2
  and Merensky reefs usually do so by underground methods.

Anooraq also has interests in earlier stage exploration prospects
  on the Northern Limb (part of the Platreef Project) and the Western Limb of
  the Bushveld Complex.

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

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The Company does not have any resource properties on which
  commercial mining operations exist. No ore is known to exist on any of the Company's
  projects and a great deal of exploration is required before economic feasibility
  can be considered.

2.          Mining
  and Exploration in South Africa Generally

The South African mining sector has undergone a series of
  significant legislative changes in the past few years.

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

Old Order Mineral Tenure in South Africa

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

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

The mineral right owner was not permitted to prospect or mine
  for minerals without first having obtained a prospecting permit or mining authorization
  from the State. These licenses were not transferable. They were aimed at controlling
  prospecting and mining, having regard to considerations of health and safety,
  environmental rehabilitation and the responsible extraction of the ore. Conversely,
  a prospecting permit or mining authorization could not be granted unless the
  applicant was the holder of the relevant mineral right or had acquired the holder's
  consent to prospect or mine. Reconnaissance work could and did take place without
  the necessity to hold a permit, provided the work did not fall within the definition
  of "prospecting" in the Minerals Act.

New Order Mineral Tenure in South Africa

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

The Mineral Development Act legislates the abolition
  of private mineral rights in South Africa and replaces them with a system of
  state licensing based on the patrimony over minerals being vested in the nation,
  as is the case with the bulk of minerals in other established mining jurisdictions
  such as Canada and Australia. "Use it or lose it" principles will now apply
  in respect of mineral rights. Provision is made in the Minerals Act for
  compensation to be paid to any person who is able to establish their property
  has been expropriated under the Mineral Development Act. On May 3, 2004,
  the DME announced that it was seeking legal advice on the implications of the
  Mineral Development Act in light of South Africa's international agreements.
  Most of the complexity of the new regime lies in the transitional provisions
  which deal with the conversion of so called "old order" rights to "new order"
  rights. Private holders of old order mineral rights have limited exclusive time
  periods to convert these rights to new order rights once the Mineral Development
  Act has come into effect. Holders of old-order mining rights in respect
  of which a mining authorization has been granted under the Minerals Act
  have until April 30, 2009 to lodge their rights for conversion into new order
  mineral rights. Old order mineral rights in respect of which a prospecting permit
  has been issued under the Minerals Act to be converted to new order prospecting
  or mining rights no later than April 30, 2006. All old order rights will continue
  in force during the conversion period, subject to terms and conditions under
  which they were granted. Security of tenure will

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thereafter be guaranteed for a period of up to 5 years with
  respect to prospecting rights, and up to 30 years with respect to mining rights,
  subject to a rights holder's ongoing compliance with the conditions of grant.

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

| | • | must hold the underlying right (to mine or prospect,
        as the case may be) in terms of the common law or legislation prevailing
        immediately before May 1, 2004;                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | must hold a mining authorization or prospecting permit,
        as the case may be, issued in terms of the Minerals Act;                                                                                                                                           
| | • | must be actively conducting mining or prospecting
        operations, as the case may be, on the relevant property on May 1, 2004
        (that is, the right must not be an "unused old order right");                                                            
| | • | must lodge its old order right for conversion at
        the relevant office of the DME;                                                                                                                                                                           
| | • | for mining rights, is required (under Schedule II,
        item 7, of the Mineral Development Act) to "give effect to" the
        BEE and socio-economic objectives set out in Sections 2(d) and (f) of
        the Mineral Development Act(the "Objectives"); and
| | • | for mining rights, must submit a prescribed social
        and labor plan.                                                                                                                                                                                         

If the above requirements have been met, DME must grant the
  conversion of the old order right to a new order mining right.

In relation to any old order right with respect to which a
  mining authorization or prospecting permit was not issued, or in respect of
  which prospecting or mining was not being conducted, on May 1, 2004 (that is,
  an "unused old order right") the holder has an exclusive right to apply for
  a new order right no later than May 1, 2005. A person converting an existing
  mining right has to commit to giving effect to the Objectives. In general, these
  Objectives are embodied in the Charter and are discussed below. No undertaking
  to promote the Objectives is expressly required under the Mineral Development
  Act for the conversion of existing prospecting rights. A person applying
  for a new mining right (as opposed to converting an old order mining right)
  will have to demonstrate, among other requirements, that the Objectives and
  the imperatives of the Charter will be advanced by the grant of the right. In
  practice, this will probably mean that the applicant will already have to have
  met the BEE targets set out in the Charter for the purposes of that application.
  In relation to applications for new prospecting rights, it is unclear whether
  the DME will require applicants to be in strict compliance with these targets.

In general, the Objectives are embodied in the Charter which
  was signed by the DME, the South African Chamber of Mines and others on October
  11, 2002, and which was followed on February 18, 2003 by the release of the
  appendix to the Charter known as the Scorecard. The Charter and Scorecard were
  published for information during August 2004. The Charter is based on seven
  key principles, two of which are focused on ownership targets for HDP and beneficiation,
  and five of which are operationally oriented and cover areas focused on improving
  conditions for HDPs.

Regarding ownership targets, the Charter (as read with the
  Scorecard) requires each mining company to achieve the following HDP ownership
  targets for the purpose of qualifying for the grant of new order rights: (i)
  15% ownership by HDP in that company or its attributable units of production
  by May 1, 2009, and (ii) 26% ownership by HDP in that company or its attributable
  units of production by May 1, 2014. The Charter states that such transfers must
  take place in a transparent manner and for fair market value. It also states
  that the South African mining industry will assist HDP companies in securing
  financing to fund HDP participation, in the amount of ZAR 100 billion within
  the first five years. The Charter does not specify the nature of the assistance
  to be provided.

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

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

Current State prospecting fees range from ZAR 3 per hectare
  in year one to ZAR 7 per hectare in year five. Currently, State royalties on
  precious metals are 1% of gross revenue. This royalty rate is currently being
  reviewed and may be amended by the State. These amounts will become payable
  to the State upon

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conversion of "old order" rights to "new order" rights, and
  do not take existing commitments towards current mineral rights holders into
  account.

New Order Mineral Tenure status of Anooraq

Anooraq has been advised that:

| | • | the old order prospecting rights held by Plateau
        in relation to the Platreef Project constitute "used" old order rights,
        in relation to which Plateau has until the earlier of the expiry dates
        of the relevant prospecting permits (which range from October 2005 to
        November 2006) and April 30, 2006 to apply for conversion to new order
        prospecting rights;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | the old order mining rights held by Micawber in relation
        to the Ga-Phasha Project constitute "used" old order rights, in relation
        to which Micawber has until April 30, 2009 to apply for conversion to
        new order mining rights; and                                                                                                                                            
| | • | the old order prospecting rights in relation to the
        Thusong Project constitute "used" old order rights and are held and administered
        by Rustenburg on behalf of the Thusong Joint Venture. Rustenburg has made
        application for conversion to new order prospecting rights.                                                                                                      

C.           Organizational
  Structure

Anooraq operates through one indirect wholly-owned principal
  subsidiary, Plateau, which holds various rights to the mineral projects in South
  Africa.

Anooraq is part of the HDI group of companies. HDI is a private
  corporation, consisting of technical and financial specialists that have been
  managing projects for publicly listed companies throughout the world for twenty
  years. A key aspect of HDI's approach to project development is to develop and
  maintain strong relationships with local communities, employees and government
  authorities from the start of exploration and as the project advances towards
  becoming a mine. Personnel have experience in multiple foreign jurisdictions,
  and the perspective gained has assisted with the integration of local communities
  in the exploration and development programs.

Activities are guided by two simple principles - projects
  must be developed in a manner that respects local socio-economic priorities
  and incorporates the highest quality of environmental management. This is done
  by actively fostering close partnerships with local governments and community
  leaders to ensure that projects create the kind of local benefits that residents
  both want and need. When undertaking projects in the developing world, HDI seeks
  opportunities to improve local infrastructure such as roads and educational
  systems. Training is undertaken to ensure local residents are equipped to gain
  employment, and high standards of occupational health and safety are an integral
  part of the Company's work.

For example, the consortium of about 16 groups that comprises
  Pelawan includes community-based organizations, some of which are the beneficiaries
  of underlying trusts. These include professional organizations, educational
  organizations, health and women's groups.

Beyond compliance with government regulations and standards,
  the Company is committed to structuring the best environmental management plan
  for each specific site through innovation, experience and the contributions
  of specialized consultants and local experts. Environmental management programs
  begin with rigorous baseline assessments, and include ongoing monitoring of
  water quality, wildlife impacts and other key indicators. The ecological footprint
  of all project components is minimized, operational impacts are consistently
  monitored and controlled, and site restoration is conducted at the end of each
  project's working life.

The Company has approximately ten employees, and much of its
  work is done by consultants at the request of management of the Company. Many
  of the Company's technical, financial and legal services are provided by HDI
  and Pelawan.

D.           Property,
  Plants and Equipment

The principal properties of Anooraq are the Platreef Project.
  on the Northern Limb of the Bushveld Complex, and the Ga-Phasha Project on the
  Eastern Limb of the Bushveld Complex. The Company also holds the Thusong Project
  on the Western Limb of the Bushveld Complex. For further information about the
  Company's mineral projects, see "Further Particulars of Anooraq Properties",
  below. None of the

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- 21 -

projects have any material tangible fixed assets located thereon
  although the Platreef Project has miscellaneous exploration equipment and motor
  vehicles on site.

Caution About the Use of Measured, Indicated and Inferred
  Resources

This Annual Report on Form 20-F uses the terms “measured
  resources”, "indicated resources" and "inferred resources". Anooraq advises
  investors that although these terms are recognized and required by Canadian
  regulations (under Canadian National Instrument 43-101 Standards of Disclosure
  for Mineral Projects, "NI 43-101"), the U.S. Securities and Exchange Commission
  does not recognize them. Investors are cautioned not to assume that any part
  or all of the mineral deposits in these categories will ever be converted into
  reserves. In addition, 'inferred resources’ have a great amount of uncertainty
  as to their existence, and economic and legal feasibility. It cannot be assumed
  that all or any part of an Inferred Mineral Resource will ever be upgraded to
  a higher category. Under Canadian rules, estimates of Inferred Mineral Resources
  may not form the basis of feasibility or pre-feasibility studies, or economic
  studies except for a Preliminary Assessment as defined under NI 43-101. Investors
  are cautioned not to assume that part or all of an inferred resource exists,
  or is economically or legally mineable.

FURTHER PARTICULARS OF ANOORAQ'S PROPERTIES

Each of the Platreef Project, the Ga-Phasha Project and the
  Thusong Project are located in the Bushveld Complex in South Africa.



Figure 1. Location of Platreef, Ga-Phasha and Thusong Properties,
  South Africa

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- 22 -

Regional Geology

The Bushveld Complex consists of four main compartments or
  limbs, namely the Northern (Potgietersrus) Limb and the Far Western, Western
  and Eastern Limbs. It was formed when a large body of mafic magma was emplaced
  in the earth's crust. The magmas supplied to these compartments had common origins
  and were subject to similar processes on cooling.

Using a generally accepted simplistic model for the formation
  of the Complex, it is envisaged that as the mafic magma slowly cooled, silicate,
  sulphide, oxide and other minerals crystallized and sank to the bottom of the
  magma chamber, to form texturally and mineralogically distinctive layers. The
  removal of the more refractory minerals in this way depleted the magma in the
  crystallising components and enriched the residual magma in the less refractory
  elements. The magma therefore continuously changed in composition until it solidified.
  In the Bushveld Complex this process has resulted in a layered sequence of rocks
  up to eight kilometres thick. More importantly, during this process PGM, nickel
  and copper (usually occurring with, or as, sulphide minerals) became sufficiently
  enriched to form mineralized horizons at predictable levels within the intrusion.
  As a result, the Bushveld Intrusive Complex plays host to layered PGM deposits,
  usually with significant nickel and copper contents.

In the Western and Eastern Bushveld Complex, PGM mineralization
  is currently extracted from two main PGM bearing horizons within the layered
  sequence of intrusive rocks. These comprise the Merensky Reef (named after its
  discoverer) and the UG2 chromitite (a layer consisting largely of the mineral
  chromite). The UG2 layer lies below and essentially parallel to the Merensky
  Reef but the two units are separated by 50 to 400 metres of intervening layered
  rocks, with the greatest separation occurring in the eastern limb of the Bushveld
  Complex. The Merensky Reef is platinum rich relative to the UG2, where platinum
  and palladium occur in more or less equal proportions. The UG2 typically contains
  significantly more rhodium than the Merensky Reef (i.e 10% or more of total
  PGM in places).

The Platreef is the third PGM bearing horizon in the Bushveld
  Complex, occurring on the northern limb of the Complex. It lies at a similar
  stratigraphic level to the Merensky Reef but is much thicker, typically 100-250
  metres in thickness. Mineralogically, the Platreef is similar to the Merensky
  Reef but platinum palladium ratios, at ~1:1, are more similar to those of the
  UG2.

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

The Platreef Project

The Platreef Project has no mining, plant or equipment located
  thereon although the project has field accommodation and miscellaneous exploration
  equipment on site. The following disclosure was derived from Company files and
  March 2005 technical report. Information on the resource estimate was derived
  from a December 2004 technical report the G.J. van der Heever, Pr.Sci.Nat. Information
  on the Preliminary Assessment was derived from a March 2005 technical report
  by T. Tulp, MAusIMM, D. Stone, P.Eng., D. Reeves, MAusIMM, and G.J. van der
  Heever, Pr.Sci.Nat.

Location and Property Description

The mineral tenures comprising the Platreef Project are centred
  approximately at latitude 24 degrees south and longitude 29 degrees east in
  the Limpopo Province of South Africa. The Project is located 275 kilometres
  north northeast of Johannesburg.

As of December 2004, the Platreef Project consists of prospecting
  rights, tabulated below, covering 37,492 hectares. For project management purposes,
  the properties have been subdivided into five areas: Kwanda Joint Venture North
  and South, Central Block, Boikgantsho Joint Venture (Drenthe/Witrivier and the
  north part of Overysel), and Rietfontein Block. These are shown in Figure 2.

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- 23 -

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

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

In October 1999, the Company acquired a two-stage right to
  purchase up to 100% of Pinnacle Resources Inc.'s ("Pinnacle") South African
  subsidiary, Plateau, which holds the Platreef PGM properties located on the
  Northern Limb of the Bushveld Complex in South Africa. The properties include:
  Rietfontein 2KS, Drenthe 778LR, Witrivier 777LR and Dortsland 768LR. The Company
  acquired its rights under an October 1999 agreement with Pinnacle as a consequence
  of reaching a settlement agreement with Gladiator Minerals Inc. (subsequently
  renamed Hinterland Metals Inc. ("Hinterland")), pursuant to which Anooraq would
  issue shares in stages to Hinterland, to a maximum of 875,000 shares, as Anooraq
  proceeded with investments in Plateau. Under this agreement, 378,500 shares
  were issued to Hinterland. On November 13, 2003, the Company issued an additional
  400,000 common shares to Hinterland as full and final settlement under this
  agreement.

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

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- 24 -



Figure 2. Property Holdings, Platreef Project

The Central Block farms are comprised of the portions of Elandsfontein,
  Dorstland, Hamburg and Noord Holland, and are held by Plateau.

On May 23, 2000, the Company acquired through Plateau the
  option to purchase a 100% interest in a portion of the Elandsfontein 766 LR
  Farm located contiguous to the pre existing Platreef properties, pursuant to
  an agreement with MSA Projects (Proprietary) Limited (the "Heads of" Agreement).
  The option requires staged issuances of 500,000 common shares of the Company
  (412,500 shares issued to January 31, 2004) and aggregate cash payments of US$350,000
  (of which US$54,250 and Cdn$15,000 have been paid).

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

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

In January 2002, Plateau entered into a notarial prospecting
  contract with the Republic of South Africa on the Farm Noord Holland 775 (1,229
  hectares). The exploration rights to this Farm are initially in effect for a
  five year term consisting of payments of ZAR3 per hectare in year one escalating
  in stages to ZAR7 in year five. Additionally, an application for extension of
  the exploration rights for three more years is possible and consists of payments
  of ZAR14 in year six and escalating to ZAR18 in year eight of the prospecting
  period.

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- 25 -

In April 2002, Plateau acquired the Noord Holland 775 LR Farm
  (1,229 hectares) from the South African Department of Mines and Energy, bringing
  the aggregate land package of its Platreef Property to approximately 13,400
  hectares. Plateau was granted the right to conduct exploration and on the farm
  Noord Holland in August 2002 for five years, with an option to extend the Prospecting
  Contracts for an additional three years (years 6-8).

On November 30, 2002, Plateau amended its prospecting agreement
  with C. de Vos Tabakplanters on Farm Elandsfontein 766 Ptn 2 (747 hectares)
  for a three year term. Consideration for these exploration rights are ZAR18
  per hectare for year one, ZAR20 per hectare in year two and ZAR22 per hectare
  in year three.

Rietfontein Block

On October 10, 2001, Plateau entered into an agreement with
  African Minerals Ltd., now Ivanhoe Nickel and Platinum Ltd. ("Ivanplats"),
  a private affiliate of Ivanhoe Capital Corporation, whereby Ivanplats had the
  right to earn a 50% joint venture interest in the Company's 2,900 hectare Rietfontein
  2KS Farm. Under the terms of this agreement, Ivanplats was to incur at least
  $750,000 in expenditures pursuant to exploration activities undertaken on Rietfontein
  in accordance with an approved program in each of the ensuing two years (of
  which the year one program has been completed) to obtain the right to form a
  50/50 joint venture with the Company on Rietfontein. There
  continues to be disagreement over whether Ivanplats ever presented an "exploration
  program" as contemplated by the parties and their agreement. Further
  disagreement exists with respect to the expenditures budgets, compilation and
  analysis of the exploration results, and the overall adequacy and completeness
  of Ivanplats' exploration activities, which affects whether Ivanplats completed
  its earn in requirements. Plateau and Ivanplats are currently in an arbitration
  process, pursuant to the terms of the earn-in agreement. The outcome of the
  arbitration is not currently determinable.

Kwanda Joint Venture (North and South Blocks)

On May 16, 2002, Plateau completed an agreement with Rustenburg,
  a subsidiary of Anglo Platinum (together "Anglo Platinum"), for the right to
  acquire up to an 80% interest in twelve new PGM farms located on the Northern
  Limb of the Bushveld Complex. Under the agreements with Anglo Platinum, the
  Company has acquired an initial 50% interest in the PGM rights to the twelve
  farms and can maintain this interest by making staged exploration expenditure
  totalling ZAR25 million within five years. The Company is required to spend
  ZAR2.5 million in year one (which has been completed), ZAR5 million in each
  of years two, three, and four, and ZAR7.5 million in year five. These farms
  are now known as the Kwanda Joint Venture.

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

Boikgantsho Joint Venture (Drenthe/Witrivier and Overysel)

On November 26, 2003, Plateau entered into the Boikgantsho
  Platinum Mine Joint Venture Agreement ("Boikgantsho JV") with Potgietersrust
  Platinums Ltd ("PPRust"), a wholly owned subsidiary of Anglo Platinum. The Boikgantsho
  JV was formed to explore and develop PGM, gold and nickel mineralization on
  the Company's Drenthe 778LR and Witrivier 777LR farms and a portion of PPRust's
  adjacent Overysel 815LR Farm. These farms are located on the Northern Limb of
  the Bushveld Complex.

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

Pursuant to the terms of the Boikgantsho JV Agreement, Anooraq
  and Anglo Platinum will form an initial 50/50 joint venture to explore these
  farms for a period of up to five years. During that period, Anooraq will operate
  the exploration programs, and spend up to ZAR 12.35 million on behalf of the
  Boikgantsho JV. Anooraq will then have the option to proceed on a year by year
  basis and to take the project to a bankable feasibility study ("BFS").

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- 26 -

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

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

Anglo Platinum has undertaken to enter into a PGM Ore or Concentrate
  Purchase and Disposal Agreement at the exploitation phase, based on standard
  commercial terms, whereby PGM produced from the operation would be treated at
  Anglo Platinum's facilities. Anglo Platinum has recently completed construction
  of a new PGM smelter at Polokwane, located approximately 80 kilometres east
  of the property.

Accessibility, Climate, Local Resources, Infrastructure
  and Physiography

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

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

Water from existing community wells and a well sunk by Anooraq
  is available for drilling on the property. Groundwater studies will be required
  to identify adequate supplies of process water for any mining operation.

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

History

Central Block and Boikgantsho JV

Dr. Hans Merensky first discovered PGM in the Northern Limb
  of the Bushveld Complex in 1924 and the region saw limited PGM production until
  1930. Thereafter interest waned, particularly with the discovery and development
  of the more platinum rich Merensky Reef in the Western Limb. In the 1960's,
  exploration attention was again focused on the Platreef of the Northern Limb
  and in 1993, after nearly 30 years of sporadic exploration, the Sandsloot open
  pit mine was brought into production. In 2003 a new open pit mine (Zwartfontein
  South) was developed on the farm immediately north of Sandsloot. Total annual
  production (Dec 2004) from these two mines approximates 350,000 oz of PGM. These
  deposits comprise only two of six Anglo Platinum PGM deposits on the Platreef.

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

Between January and July 2000, Anooraq, through Plateau, completed
  an exploration program consisting of diamond drilling and geochemical soil sampling.
  Thirty five holes (holes PR 01 to PR 35), totalling 6,762 metres, were completed
  on the farms Drenthe and Witrivier. Twenty holes were drilled on a 50 x 100
  metres grid to follow up on Plateau's 1998 holes, and to establish the continuity
  of the mineralization in an area that extends north from the boundary with the
  Anglo Platinum ground. Fifteen angled holes were drilled at 200 metres spacing
  along strike to the north, testing an additional 3.6 kilometre strike length.
  All but one of the 35 holes drilled in 2000 successfully intersected platinum
  palladium rhodium plus gold (PGM) horizons with associated copper nickel mineralization.
  A further three holes (PR 36 to

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- 27 -

PR 38), were drilled in 2002, one on each of the farms Drenthe,
  Noord Holland and Dorstland. The Drenthe hole (PR 36) confirmed the down dip
  continuity of the PGM mineralization intersected in one of the angled holes
  (PR 20). The northernmost holes, i.e. PR 37 (Noord Holland) and PR 38 (Dorstland)
  intersected rock sequences stratigraphically equivalent to the Platreef but
  with only scattered low grade PGM mineralization.

All 44 diamond drill holes completed on the farms Drenthe
  778LR and Witrivier 777LR from 1998 through 2002 intersected Pt, Pd and Au mineralization
  along the 4.5 kilometres of strike tested; commonly, stacked zones of significant
  mineralization were identified. At that stage the most persistent zone identified
  occurred within the Platreef rock package, very near or at the contact of the
  overlying Hanging Wall Norite. This zone was often marked by several metres
  of very coarse grained pyroxenite. This continuous mineralization was recognized
  as extending 1,750 metres northward from the southern boundary of the Farm Drenthe
  as far as the adjacent Farm boundary to the north (Witrivier). On southern Drenthe,
  this zone defined a 250-metre wide mineralized corridor, which remains open
  down dip. The true thickness of this mineralized zone averaged ~10-15 metres
  in true thickness, grading 1.5 - 2.0 g/t combined Pt+Pd+Rh+Au and 0.15% Ni.
  Further north on Drenthe, step out drilling indicated that the mineralization
  locally thickens up to ~40 metres (true), averaging 1.5 g/t combined Pt+Pd+Rh+Au
  and 0.14% Ni, and persists to the Witrivier boundary. Similarly, this mineralization
  is open down dip to the west.

Below the uppermost mineralized zone, a second zone of mineralization
  was recognized on southern Drenthe, typically in finer grained pyroxenites and
  melanorites. This second zone averages ~10 metres in thickness, grading 1 -
  1.5 g/t combined Pt+Pd+Rh+Au and 0.14% Ni. This zone appears to be somewhat
  less persistent, and is situated approximately 10-20 metres below the upper
  mineralized zone. Further north on Drenthe, the weakly mineralized selvage is
  absent and the second zone of mineralization underlies the uppermost zone, such
  that the total mineralized thickness increases considerably. Holes in this zone
  (PR-17, PR-20) contain combined intercepts of 48.0 metres at 1.61 g/t and 21.6
  m at 2.53 g/t combined Pt+Pd+Rh+Au, respectively. Infill holes, drilled in 2003,
  confirmed the continuity of the combined 'reefs'.

The third mineralized 'zone' was identified only on central–northern
  Drenthe. It comprises a number of individual sub zones, hosted in the Hanging
  Wall norite, and is frequently associated with dolomitic rafts. For example,
  PR-017 intersected 30 metres at 1.26 g/t combined Pt+Pd+Rh+Au, immediately underneath
  a large dolomite raft. Two 2003 holes drilled beneath the same raft (PR-42 and
  PR-43) intersected 15.3 metres at 1.99 g/t combined Pt+Pd+Au, and 4.0 metres
  at 2.82 g/t combined Pt+Pd+Au, respectively. Another down-dip hole drilled in
  2003 in this area on northern Drenthe (PR-41), encountered several mineralized
  intervals, most notably 7.1 m at 2.71 g/t, 15.0 metres at 1.70 g/t, 24.0 metres
  at 1.14 g/t and 11.0 metres at 1.69 g/t combined Pt+Pd+Au, respectively. This
  clearly implied that down dip continuity of both the 'hanging wall' and Platreef
  mineralization could be expected in this area. Further north on Witrivier, several
  zones of mineralization were intersected, for example, hole PR-31 intersected
  1.91, 1.02 and 2.58 g/t combined Pt+Pd+Rh+Au over 6, 4 and 5 metres, respectively.

Anooraq geological staff completed geological modeling of
  the mineralization within the Platreef horizon based on results compiled prior
  to the 2003 program. GeoActiv (Pty) Ltd. utilized this information to estimate
  the mineral resource for the Drenthe deposit, which was later audited by independent
  Qualified Person G.J. van der Heever, Pr.Sci.Nat., of Geologix (Pty) Ltd. ("GeoLogix"),
  of South Africa. The estimated Inferred Resource for the Drenthe deposit, as
  defined by a 0.5 g/t PGM threshold over an area covering 2,400 metres by 250
  metres, was 99.4 million tonnes grading 1.31 g/t 4PGM (0.600 g/t Pt+0.632 g/t
  Pd+0.012 g/t Rh+0.062 g/t Au), 0.16% Ni and 0.10% Cu, containing 4,174,000 ounces
  of 4PGM.

In 2003, a Preliminary Assessment of the Drenthe deposit based
  on the above Inferred Resource and the results of preliminary pit design and
  mine production scheduling studies were done, indicating that the Drenthe Project
  would be an economically robust open pit mine. This study was undated in 2005,
  based on drilling and a new resource estimate in 2004 (see Exploration and Development
  below).

Rietfontein Block

In 2000, Anooraq conducted a 1,337 sample soil geochemical
  survey on the northwestern portion of Farm Rietfontein that defined three multi
  element PGM base metal anomalies. As part of its earn-in agreement on Rietfontein,
  Ivanplats diamond drill tested the two strongest anomalies with six holes, totalling
  2,038 metres, in 2001 and 2002. Geochemically anomalous but very low grade PGM
  mineralization is dispersed throughout much of each hole.

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

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- 28 -

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

No work was done on the Rietfontein Block in 2004.

Kwanda - South Block

The South Block comprises five farms (claims), totalling 10,330
  hectares, which are part of the Anooraq/RPM properties. The bulk of the South
  Block is underlain by Bushveld Complex rocks. Of particular importance, is the
  Lower Zone succession that outcrops on Vaalkop and along the southern boundaries
  of Cyferkuil and Rondeboschje. Apart from minor pyroxenitic intrusions within
  the footwall of the Northern Limb, this area is the only location on the Northern
  Limb where rocks of the Lower Zone (pyroxenite and dunite harzburgite) are known
  to occur.

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

In 2002, Plateau carried out an integrated exploration program
  of airborne geophysics, grid geochemistry and geological mapping in the area.
  In August, Fugro Airborne Geophysics completed 1,553 line kilometres of airborne
  and radiometric geophysical surveys over the block. Survey lines were flown
  at 100 metre spacing at 130 degrees azimuth, and outlined a pronounced magnetic
  high that could be traced southwestward from Pan Palladium's ground, across
  Rondeboschje and Cyferkuil, onto Vaalkop, where it curves southward and is terminated
  by a fault. Several other anomalies were also outlined. A soil survey, consisting
  of 4,233 samples, was also done on the South Block. Sample lines were oriented
  parallel to the flight lines of the geophysical survey and samples taken at
  25 metre intervals on 33 lines. A pronounced Pt Pd Cu Cr anomaly, 5.4 kilometres
  long and up to 1.2 kilometres in width, was outlined. The soil anomaly coincides
  with interpreted subcrop of a pyroxenite unit that extends through the Rondeboschje,
  Cyferkuil, and Vaalkop farms and appeared to continue onto Volspruit where it
  hosts Pan Palladium's Northern Deposit, where mineral resources are outlined.
  A second, low contrast, Pd Cu Cr anomaly was also identified in the south central
  area of Farm Vaalkop.

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

No work was done on the South Block in 2004.

Exploration

Boikgantsho Joint Venture

The 2004 program under the Boikgantsho JV was designed to
  advance the Drenthe Project to the pre feasibility stage. Two phases of drilling
  were completed to outline the resource and to provide samples for metallurgical
  testing. From January to mid September 2004, 28,570 metres were drilled, 46
  holes (19,570 metres) on the Drenthe Farm, 27 holes (5,261 metres) on the Witrivier
  Farm and 64 holes (12,739 metres) on the northern part of the Overysel Farm.

Drilling comprised step out and infill holes on the Drenthe
  and Witrivier farms and step out holes on the northern portion of the Overysel
  Farm, which lies immediately to the south of the Drenthe Farm. In general, drill
  holes are spaced at 100 metre intervals along lines 100 metres apart on all
  three farms, with large areas on the Drenthe farm drilled at 50 metre spacing
  along lines 100 metres apart. The drilling programs expanded the Drenthe deposit
  and outlined a new deposit called the Overysel North. As shown in Figure 3,
  the Overysel North deposit is cut into two segments by a northeasterly trending
  fault. A resource estimate was done based on drilling to mid September (see
  Mineral Resource estimates, below).

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- 29 -

Figure 3. Boikgantsho JV Property, Location of Drenthe and Overysel North
  Deposits


The 2004 Phase 2 program continued until mid December 2004,
  with approximately 36,363 metres (holes PR51 to PR233) drilled. Figure 4 is
  a plan of drill holes drilled to the end of the 2004 program. This information
  is currently being compiled as part of the pre-feasibility programs.

Highlights from mid September to mid December include hole
  PR-180 that intersected 18.0 metres grading 1.96 g/t 3PGM (Pt+Pd+Au) and 0.19%
  Ni from 292.0 -310.0 metres; hole PR-197 that intersected 62.8 metres grading
  1.76 g/t 3PGM and 0.20% Ni from 15.6 -83.0 metres; hole PR201 that intersected
  22.1 metres grading 2.48 g/t 3PGM and 0.20% Ni from 65.9 -88.0 metres and 44.7
  metres grading 1.83 g/t 3PGM and 0.21% Ni from 112.3 -157.0 metres and hole
  210 that intersected 13.8 metres grading 1.98 g/t 3PGM and 0.13% Ni from 6.5
  -20.3 metres.

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- 30 -



Figure 4. Boikgantsho JV Property, Drill Hole Plan December
  2004

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- 31 -

Geological Setting and Mineralization

The PGM-bearing rock package, known as the Platreef, forms
  the base of the Bushveld Complex along much of the north-south trend of the
  Northern Limb. Regional mapping, geophysical data and drilling at various spacings
  suggest that the Platreef extends for some 12 kilometres on ground in which
  Anooraq has an interest. PGM mineralization within this 70-250 metres thick
  succession is commonly associated with pyrrhotite (iron sulphide), chalcopyrite
  (copper sulphide) and pentlandite (nickel sulphide).

Drilling programs prior to 2004 had established a mineralized
  corridor extending from the southern boundary of Farm Drenthe northward for
  approximately 2,100 metres, within which several 10-20 metre thick zones of
  mineralization had been identified. PGM concentrations within these zones were
  typically in the range 0.5 -2.5 g/t 4PGM(Pt+Pd+Rh+Au). The "Drenthe
  deposit" was applied to collectively describe these zones.

Drilling in 2004 on the Drenthe and Witrivier farms and the
  northern portion of the Overysel Farm expanded the known deposit by tracing
  mineralization for 6 kilometres. As a result, the Drenthe deposit was extended
  to the north and south and a new deposit called Overysel North, was also discovered.
  Mineralization remains open to the north and down dip towards the west.

In discussing 'mineralization', it should be stressed
  that virtually the entirePlatreef rock package is 'mineralized’
  to some extent (containing anything from 100 ppb up to approximately 10,000
  ppb PGM in isolated instances). The configuration of a 'mineralized zone’
  is therefore a function of chosen cut-off grade, rather than due to any precise
  geological control. Typically, at cut-offs in the range 0.5 -1.0 g/t,
  PGM 'mineralized zones’ are not confined to individual rock units
  and commonly transgress lithological boundaries. Nevertheless, these chemically
  defined zones typically form 'layer-like’ bodies (i.e. 'reefs’
  in South African terminology) which lie sub-parallel to the general igneous
  stratification and dip of the Platreef rock package.

Consequently, considering zones containing >1.0 g/t 3PGM,
  there is generally a single mineralized layer, 10 20 metres thick, on Overysel
  and southern Drenthe. On the central and northern parts of the Drenthe Farm
  the >1.0 g/t 3PGM mineralization occurs in at least two semi continuous "layers"
  that are typically 15 -20 metres in thickness. There are also large
  areas on northern Drenthe where multiple layers of >1.0 g/t 3PGM mineralization
  occur, and in places, these coalesce, reaching cumulative thicknesses of 40
  -50 metres.

The Hanging Wall lithologies are devoid of PGM mineralization
  on Overysel and southern Drenthe, although flecks of sulphide (pyrrhotite and
  rarely chalcopyrite) occur in places. Further north on Drenthe and on Witrivier,
  there is considerable interlayering of Hanging Wall norites and feldspathic
  pyroxenites at the contact and the xenolith related PGM mineralization becomes
  more extensive, particularly in the pyroxenitic 'reaction rims’
  around xenoliths.

Within the Platreef itself, sulphide related PGM mineralization
  is widespread, although higher concentrations tend to be more prevalent in the
  upper half of the (~100 metres) thick sequence. Like the Hanging Wall, there
  also appears to be a correlation between degree of contamination, as reflected
  in rapid grain size variation and overall sulphide content. In these zones,
  large (~1 cm) blebs (local concentrations)of sulphide mineralsmay
  be observed. The main sulphides in the Platreef are pyrrhotite and chalcopyrite,
  (usually in approximately a 3:1 ratio) along with minor pentlandite and pyrite.
  More rarely, very large (several centimetres) sized sulphide segregations, particularly
  of chalcopyrite, occur in some of the granitic dykes that intrude the sequence.

The variability in the composition of the Platreef can result
  in different weathering profiles even in adjacent holes. The depth of the weathering
  profile is generally shallower in the norites (15 to 25 metres) compared to
  within the pyroxenites, calc silicates (calcium and silicate bearing rocks)and serpentinized rocks (typically 20 to 30 metres).

The weathering profile is variable and can extend as deep
  as 66 metres. Generally, less than 50% of drill holes (94 out of 241) exhibited
  any degree of strong weathering, to a mean depth of 14.2 metres. Out of 241
  drill holes, portions of 178 drill holes recorded varying depths of moderate
  weathering, to a the mean depth is 16.3 metres. Weak (or patchy) weathering,
  with some oxidation of sulphide minerals occurs in portions of 146 holes to
  a mean depth of 25.3 metres.

Sampling and Analysis

The following outline summarizes the sampling procedures applied
  by Anooraq during the Platreef exploration drilling programs. It should be noted
  that the original Anooraq sampling and analytical

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protocols are set out in a core logging manual and minor modifications
  were made to the original guidelines as the program progressed. The flow chart
  in Figure 5 illustrates the sampling and analytical protocol for the PR series
  of cored drill holes.



Figure 5. Analytical flow sheet

The boxed core was picked up at the drill rig and transported
  to a secure core logging facility near Mokopane for geotechnical logging, geological
  logging, sample selection, quality control designation and sampling by Anooraq
  personnel.

The average recovery for all drill run intervals cored by
  Anooraq is 92.7% (year 2000 drill holes) and 98.2% (2002-2003 drill holes) and
  92.3% (2004 drill holes). Within the mineralized intervals, (> 1000 ppb PGM),
  the average core recovery is 95.0% (year 2000 drill holes) and 98.2% (2002-2003
  drill holes) and 96.3% (2004 drill holes). Specific Gravity ('SG'; Bulk Density)
  measurements of core were taken from every second mineralized sample interval.
  The average SG for the mineralized intervals is 3.01 (year 2000 drill holes)
  and 3.06 (year 2002 drill holes) and 3.00 (2004 drill holes).

Since the commencement of Anooraq's drilling on the Platreef
  project, the Platreef rock package (predominantly composed of pyroxenite, norite
  and calc silicate) has been sampled in its entirety.

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- 33 -

Sampling was affected by lithological variation only insofar
  as this defined an additional sample limit, i.e. no sampling took place across
  primary lithological contacts. Initial sampling also extended 2-4 metres into
  portions of the lithologically distinct 'hanging wall' norite and 'footwall'
  granite. Since the beginning of 2004 however, the entire hanging wall norite
  succession has also been sampled albeit at 2 metre intervals (i.e. from hole
  PR-51 onwards).

In contrast, sample intervals in the Platreef have almost
  always been 1 metre or less in length (typically ranging from 0.3 to 1.0 metre)
  irrespective of lithology. Only rarely do samples exceed 1.0 metre in length.
  This might occur for example adjacent to a lithological contact, where it is
  impractical to 'cut off' a 10-20 cm piece to satisfy the requirement of breaking
  the sample interval at lithological contacts (there would in any case be insufficient
  sample for assay). In this case the preceding sample was extended an additional
  10-20 cm to encompass the remainder of the same lithological unit. Intervals
  longer than this adjacent to lithological contacts were split into two approximately
  equal sized samples, e.g. a remaining 1.4 metre interval adjacent to a lithological
  contact would be split into two samples of 70 cm each. At the other end of the
  scale, thin sulphide-rich zones (~10-30% sulphide) also occur sporadically in
  the drill core, owing to the inherently 'patchy' nature of the Platreef mineralization
  at the 1 metre scale. Typically, if these exceeded ~30 cm then they would be
  selected as a distinct sample, to avoid any 'smearing' of assay values throughout
  an entire 1 metre interval. Samples were taken by sawing the core in half lengthwise
  with a diamond blade, which on average provided approximately 2.0 kg of material.

In 2000, the samples were transported to Set Point Laboratories
  ("SPL"), which incorporates the former Bergstrom & Bakker, Goldlabs and
  Rocklabs, at 46 Chadwick Avenue, Wynberg, South Africa, which was ISO 17025
  certified in 2003 (only holes PR-01 to PR-36, or approximately 15% of Anooraq's
  total drilling to date, were analyzed by SPL prior to certification). The remaining
  half core was returned to the boxes and stored at the secure Anooraq storage
  facility. In 2002, 2003 and 2004, the samples were delivered to SPL's laboratory
  at Mokopane for sample preparation. In 2002 and 2003, the prepared samples were
  shipped to SPL's analytical laboratory, which moved to Isando in 2003. In 2004,
  the prepared pulps were shipped by air freight to Acme Analytical Laboratories
  in Vancouver, Canada, for analysis. Acme became the first commercial geochemical
  analysis and assaying lab in North America to be accredited under ISO 9002.
  Acme is currently registered with ISO 9001:2000 accreditation.

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

Security of Samples

Half core is retained at the secure Anooraq warehouse near
  Mokopane. Master pulps are also retained at the warehouse. Pulps remaining after
  analyses at Acme have been shipped for long term storage at Anooraq's secured
  warehouse at Port Kells, B.C.

Mineral Resource Estimates

Resource estimates were completed for the Drenthe and Overysel
  North deposits as outlined by drilling to mid-September 2004. The geology models
  for the estimates were developed using 171 drill hole intersections to create
  a digital envelope of the deposits. Non-mineralized material, topography, footwall
  rocks and weathering zones were also modelled to further define the volume of
  mineralized material. The volume of the mineralized material was broken into
  blocks measuring 50 metres by 10 metres by 5 metres (X, Y and Z, respectively)
  to best fit the orientation of the mineralized Platreef unit. The metal content
  of each block was then estimated using the ordinary kriging method.

The resources were classified as indicated and inferred using
  the variogram range developed from the drill hole data (a variogram is a graph
  which describes the variance of the samples in a deposit as a function of distance).
  The range for indicated resources is up to 133 metres from a drill hole, and
  for inferred resources is up to 266 metres.

All drill holes and associated data were verified and only
  valid drill holes were used during the resource estimation process. Indicated
  and inferred resources for the Drenthe and Overysel North deposits at a US$20
  Gross Metal Value per tonne (GMV/t) cut-off are tabulated below:

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- 34 -

Summary of Mineral Resources, Drenthe and Overysel deposits, US$20GMV/t cut-off

|Deposit        | Category  | Tonnes      | Pt (g/t) | Pd (g/t) | Au (g/t) | 3PGM (g/t) | % Ni | % Cu | Contained Ounces PGM
|-------------- | --------- | ----------- | -------- | -------- | -------- | ---------- | ---- | ---- | --------------------
|DRENTHE        |           |             |          |          |          |            |      |      |                     
|               | Indicated | 132,239,500 | 0.53     | 0.62     | 0.09     | 1.25       | 0.14 | 0.09 | 5,309,000           
|               | Inferred  | 88,640,000  | 0.49     | 0.58     | 0.09     | 1.16       | 0.15 | 0.09 | 3,315,000           
|OVERYSEL NORTH |           |             |          |          |          |            |      |      |                     
|Segment 1      | Indicated | 8,985,000   | 0.71     | 0.93     | 0.10     | 1.74       | 0.08 | 0.05 | 501,000             
|               | Inferred  | 1,750,000   | 0.59     | 0.85     | 0.09     | 1.52       | 0.08 | 0.05 | 86,000              
|Segment 2      | Indicated | 35,436,500  | 0.66     | 0.85     | 0.10     | 1.61       | 0.10 | 0.06 | 1,839,000           
|               | Inferred  | 13,693,500  | 0.66     | 0.88     | 0.10     | 1.64       | 0.11 | 0.07 | 723,000             
|TOTAL          |           |             |          |          |          |            |      |      |                     
|               | Indicated | 176,661,000 | 0.57     | 0.69     | 0.09     | 1.35       | 0.13 | 0.08 | 7,649,000           
|               | Inferred  | 104,083,500 | 0.52     | 0.63     | 0.09     | 1.23       | 0.14 | 0.09 | 4,124,000           

1GMV is sum of Pt, Pd, Au, Cu and Ni grades multiplied by the following
  metal prices: 
  Pt – US$650/oz; Pd – US$250/oz; Au – US$375/oz;
  Ni – US$4/lb; Cu – US$1/lb.

Note: Mineral resources that are not mineral reserves do not
  have demonstrated economic viability.

Some of the drill hole samples used have been re-analyzed
  for nickel since the resource estimate was done, but the results do not indicate
  a significant change in grade. G.J. van der Heever, Pr.Sci.Nat., of GeoLogix,
  an independent qualified person, is responsible for the resource estimate. A
  technical report (December 2004) describing the resource estimate is filed at
  www.sedar.com.

Exploration and Development

Preliminary Metallurgical Results

Metallurgical studies of core samples from the Drenthe and
  Overysel are being carried out by Mintek, a specialist mineral and metallurgical
  technology company, under the supervision of Dowding Reynard & Associates,
  an engineering company that specializes in management and process plant design.
  Both companies are based in South Africa.

Test work to date has indicated that high PGM and base metal
  recoveries are achievable. Mineralogical investigations show the PGM grains
  to be quite coarse (45 microns average) with 80 percent of the PGM grains occurring
  as discrete grains separate from the base metal sulphides, and less than 10
  percent associated with gangue. Initial rougher flotation tests show high recoveries
  (Pd - 89%, Pt - 84%, Ni - 83%) at a relatively coarse grind of 60 percent finer
  than 75 microns. On-going metallurgical test work will assess grind versus recovery
  and enhancements to the concentrate grades.

Preliminary Assessment

In March 2005, an updated Preliminary Assessment of the potential
  economics of open pit mining the Drenthe and Overysel North deposits was completed.
  The Preliminary Assessment is based on a conventional open pit mining and milling
  operation with a 32 year mine life. Currencies used are US dollars (US$)
  and South African Rand (ZAR), with a ZAR:US$ exchange ratio of 7:1. At expected
  long term metal prices of US$650/oz for platinum, US$250/oz for palladium,
  US$375/oz for gold, US$4.00/lb for nickel and US$1.00/lb for copper
  used for the base case, the pre-tax and pre-royalty economic model forecasts
  the net present value ("NPV") of the project at a 5% discount rate of US$300.5
  million and at 10% discount is US$138.8 million with an internal rate of
  return ("IRR") of 25%. The estimated capital cost is US$152.8 million with
  a payback of 3 1⁄4 years. The total operating cost is US$9.52 per tonne
  milled.

At February 2005 metal prices of US$850/oz for Pt, US$180/oz
  for Pd, US$400/oz for Au, US$6.60/lb for Ni and US$1.40 for Cu,
  and an exchange rate of 6:1, the economics for the project are even more robust.
  The NPV at a 5% discount rate is US$576.7 million and at 10% discount is
  US$293.3 million with an IRR of 35%.

The Preliminary Assessment is based on indicated and inferred
  mineral resources outlined to mid September 2004 in the Drenthe and Overysel
  North deposits. Mineral resources for these deposits were announced in November
  at a US$20GMV/t cut-off (see above); however, the Preliminary Assessment

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indicates favourable financial results using a cut-off grade
  of approximately US$10.50 GMV/t. As the Preliminary Assessment is based,
  in part, on inferred resources that are geologically speculative, there is no
  certainty that the economic considerations or results will be realized.

Total in-pit resources of 256 million tonnes grading 1.03
  g/t 3PGM (0.43 g/t Pt, 0.52 g/t Pd, 0.08 g/t Au), 0.11% Ni and 0.07% Cu were
  estimated in two main pit areas at a US$10.50 GMV/t cut-off. For the study,
  the in-pit resource was capped for a mine life of 32 years or 160 million tonnes
  grading 1.05 g/t 3PGM (0.44 g/t Pt, 0.53 g/t Pd, 0.08 g/t Au), 0.12% Ni and
  0.08% Cu.

The mill feed rate for the Preliminary Assessment is 5 million
  tonnes per year. The average head grade ranges from 1.1 to 1.4 g/t 3PGM in the
  first five years of mining and 0.8 to 1.0 g/t in the last five years. Metallurgical
  studies on core samples show good results for a conventional mill circuit, comprising
  crushing, grinding and two-stage flotation. From this work, the following head
  grade driven concentrator recoveries were used in the study: platinum 75%, palladium
  75%, gold 75%, copper 80% and nickel 75%.

Mining costs for the study are based on budget estimates provided
  by South African mining contractors and processing costs are derived from studies
  by Dowding Reynard & Associates, the Company’s metallurgical consultants
  in South Africa. Administrative and environmental costs are based on estimates
  from contract submissions.

A technical report co-authored by qualified persons Thomas
  Tulp, MAusIMM, Hatch Associates of Australia, D.M. Stone, P.Eng., Minefill Services
  Inc., and David R. Reeves, MAusIMM, (responsible for the Preliminary Assessment)
  and G.J. van der Heever, Pr.Sci.Nat. (responsible for the Resource Estimate)
  is filed at www.sedar.com.

All information contained in this section relating to the
  contents of the Preliminary Assessment, including but not limited to statements
  of the project's potential and information such as production parameters, capital
  costs, operating costs, mining and processing costs, and financial results are
  "forward looking statements" within the definition of the United States Private
  Securities Litigation Reform Act of 1995. The Preliminary Assessment was prepared
  to broadly quantify the project's capital and operating cost parameters and
  to provide guidance on the type and scale of future project engineering and
  development work that will be needed to ultimately define the project's likelihood
  of feasibility and optimal production rate. It was not prepared to be used as
  a valuation of the project nor should it be considered to be a pre-feasibility
  study. The capital and operating cost estimates which were used have been developed
  only to an approximate order of magnitude based on generally understood capital
  cost to production level relationships and they are not based on any systematic
  engineering studies, so the ultimate costs may vary widely from the amounts
  set out in the Preliminary Assessment. This could materially and adversely impact
  the projected economics of the project. As is normal at this stage of a project,
  data is incomplete and estimates were developed based solely on the expertise
  of the individuals involved as well as the assessments of other persons who
  were involved with previous operators of the project. At this level of engineering,
  the criteria, methods and estimates are very preliminary and result in a high
  level of subjective judgment being employed.

The following are the principal risk factors and uncertainties
  which, in management's opinion, are likely to most directly affect the conclusions
  of the Preliminary Assessment and the ultimate feasibility of the project. The
  mineralized material at the project is currently classified as indicated and
  inferred resources and it is not reserves. The mineralized material in the Preliminary
  Assessment is based only on the resource model developed by Geologix (Pty) Ltd.
  in November 2004. That model includes only assay information from drilling up
  to the middle of September 2004. Considerable additional work, including in-fill
  drilling, additional process tests, and other engineering and geologic work
  will be required to determine if the mineralized material is an economically
  exploitable reserve. There can be no assurance that this mineralized material
  can become a reserve or that the amount may be converted to a reserve or the
  grade thereof. Final feasibility work has not been done to confirm the pit design,
  mining methods, and processing methods assumed in the Preliminary Assessment.
  Final feasibility could determine that the assumed pit design, mining methods,
  and processing methods are not correct. Construction and operation of the mine
  and processing facilities depends on securing environmental and other permits
  on a timely basis. No permits have been applied for and there can be no assurance
  that required permits can be secured or secured on a timely basis. Data is incomplete
  and cost estimates have been developed in part based on the expertise of the
  individuals participating in the preparation of the Preliminary Assessment and
  on costs at projects believed to be comparable, and not based on firm price
  quotes. Costs, including design, procurement, construction, and on-going operating
  costs and metal recoveries could be materially different from those contained
  in the Preliminary Assessment. There can be no assurance that mining can be
  conducted at the rates and grades assumed in the Preliminary Assessment. The
  Preliminary Assessment assumes specified, long-term prices levels for platinum,
  palladium, gold, copper and nickel. Prices for these commodities are historically
  volatile, and Anooraq has no control of or influence on those prices, all of
  which are determined in international markets. There can be no assurance that
  the

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- 36 -

prices of these commodities will continue at current levels
  or that they will not decline below the prices assumed in the Preliminary Assessment.
  Prices for platinum, palladium, gold, copper and nickel have been below the
  price ranges assumed in Preliminary Assessment at times during the past ten
  years, and for extended periods of time. The project will require major financing,
  probably a combination of debt and equity financing. Interest rates are at historically
  low levels. There can be no assurance that debt and/or equity financing will
  be available on acceptable terms. A significant increase in costs of capital
  could materially and adversely affect the value and feasibility of constructing
  the project. Other general risks include those ordinary to very large construction
  projects including the general uncertainties inherent in engineering and construction
  cost, the need to comply with generally increasing environmental obligations,
  and accommodation of local and community concerns.

Plan of Operation - 2005

The potential for milling and mining optimization using higher
  throughputs, which would further enhance the project economics, is considered
  to be excellent. The mineral resource is open to the north, and down dip with
  potential for additional resources to be outlined. Current metallurgical testwork
  suggests that the recoveries used in this study may be conservative and could
  increase. Other improvements, such as acid leaching of oxide mineralization
  within the deposit to enhance recovery of base metals, optimizing cut-off grades
  to produce a higher grade mill feed, and geotechnical studies aimed at supporting
  steeper pit wall angles during mining are being assessed in pre-feasibility
  programs that are currently underway.

The deposits can be weathered to a depth of 40 metres. Under
  the model used, all of the in-pit material was mined but only the fresh sulphide
  (unweathered) material was processed. Testing is underway on core samples to
  determine metallurgical characteristics of the weathered material so that it
  can be integrated into the mine processing plan.

The area of the Boikgantsho project is semi-arid and the South
  Africa Department of Water Resources has a plan to provide additional water
  to the region over the next two to five years. Planning to access these water
  resources is being further considered in the pre-feasibility study.

Also as part of pre-feasibility studies, the geological models
  and mineral resource estimates are currently being updated with information
  from drilling to December 2004. Completion of the Pre-feasibility Study is expected
  in the third quarter of 2005. A 24,000-metre multi-rig drilling program was
  initiated in January 2005, focusing on the Drenthe deposit.

|Proposed 2005 Program   
|------------------------
|Task                    
|Drilling 24,000 m       
|Block Model Update      
|Mine Planning           
|Metallurgy              
|Process Design          
|Environmental Baseline  
|Environmental Testing   
|Tailings Management     
|Infrastructure          
|Flood Studies           
|Water Resources Planning
|Geotechnical            
|Metallurgical Drilling  
|Community Liaison       
|Third Party Review      
|Project Total           

2005 Program - Results to date

The 2005 infill drilling program has proceeded at 50-metre
  intervals along 50-metre spaced lines in the Drenthe deposit. Drilling is designed
  to increase the confidence in a significant portion of the deposit, in order
  to define measured mineral resources and to advance the project toward a bankable
  feasibility study. The drilling program was scheduled to be completed in the
  summer of 2005.

To early June, a total of 23,690 metres in 129 drill holes
  (PR235 to PR364) had been drilled in the 2005 program, and assay results had
  been received and compiled for holes PR235 to PR316. The 2005 results

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- 37 -

are continuing to demonstrate the continuity of the open pit
  type PGM mineralization within the Drenthe deposit, and include: 2.58 g/t 3PGM,
  0.25% Ni and 0.16% Cu over 30.0 metres in hole PR-240; 1.47 g/t 3PGM, 0.17%
  Ni and 0.11% Cu over 60.9 metres in hole PR-274; 2.07 g/t 3PGM, 0.24% Ni and
  0.16% Cu over 22.2 metres in hole PR-283; 1.60 g/t 3PGM, 0.20% Ni and 0.14%
  Cu over 40.0 metres in hole PR-285; 1.17 g/t 3PGM, 0.27% Ni and 0.20% Cu over
  64.9 metres in hole PR-294; and 2.59 g/t 3PGM, 0.24% Ni and 0.15% Cu over 20.1
  metres in hole PR-307.

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- 38 -

The Ga-Phasha Project

Pursuant to the Pelawan transaction, the Company acquired
  Pelawan's rights to its 50% participation interest in the Ga-Phasha Project
  (see Item 4A2 – "Summary Corporate History and Intercorporate Relationships",
  above). The following information is derived from company files and from an
  August 2004 technical report by E.H. Siepker, Pr.Sci.Nat. Mr. Siepker is deceased.

Property Description and Location

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

The project area consists of four farms Paschaskraal, Klipfontein,
  De Kamp, and Avoca, which cover an area of approximately 9,700 hectares. Mineral
  rights for the PGM within the UG2 and Merensky Reefs on the farms Klipfontein
  465KS and a portion of Paschaskraal 466KS are held by Micawber. Micawber is
  50% owned by Plateau and 50% owned by Rustenberg Platinum Mines, a wholly owned
  subsidiary of Anglo Platinum. In addition, Micawber has a lease over the PGM
  mineral rights for the remainder of Paschaskraal 466KS, which are held by the
  state as tabulated below and illustrated in Figure 6. There are nominal annual
  fees to maintain the farms.

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

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

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- 39 -



Figure 6. Ga-Phasha Project Property Holdings, Eastern Limb
  of the Bushveld Complex

Accessibility, Climate, Local Resources, Infrastructure
  and Physiography

The Ga-Phasha site is located in a region of sparse development
  with little infrastructure. Access to the site is gained via gravel roads from
  Steelpoort or Burgersfort to the southeast, and from Polokwane approximately
  80 kilometres to the northwest.

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

The climatic conditions of the Ga-Phasha area are typical
  of the Limpopo Province. Summer day temperatures are warm to hot, averaging
  26 to 30 degrees C, and the winter months are moderate to cool. The area is
  considered semi-arid, with annual rainfall of 529 mm, which is below the average
  for the rest of South Africa. The rainy season extends over the summer months
  of October through April.

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

History

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

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- 40 -

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

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

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

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

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

In October 2003, Khulani GeoEnvironmental Consultants (Pty)
  Ltd. of Randburg, South Africa completed a resource estimate for the Ga-Phasha
  Project, outlining measured, indicated and inferred resources in the UG2 and
  Merensky Reefs. For the UG2 Reef, the in-situ (undiluted at a 4 g/t cut-off)
  measured and indicated resources were estimated at 109 million tonnes grading
  7.0 g/t 4PGM for 23 million contained ounces of PGM. In the Merensky Reef, the
  measured and indicated resources (undiluted at a 3 g/t cut-off) were estimated
  at 70 million tonnes grading 4.43 g/t 4PGM for 9.4 million contained ounces
  of PGM. Additional resources were outlined in the inferred category for both
  reef horizons. (Note that this resource estimate was not based on CIMM 2000
  standards, as required under National Instrument 43-101, and should be considered
  historical.)

Geological Setting and Mineralization

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

The two platinum bearing horizons at Ga-Phasha are the UG2
  chromitite and the Merensky Reef, both of which occur within the Upper Critical
  Zone. These rocks form the range of hills along the north eastern boundary of
  the project area, through which the undulating outcrop of the UG2 Reef can be
  traced. The Merensky Reef sub outcrops beneath a thick layer of overburden on
  the flat lying valley floor in the center of the project area.

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

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

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

The Merensky Pyroxenite unit is composed mainly of poikilitic
  pyroxenite and is at least 5 metres in thickness. The lowermost portion of the
  unit is usually barren but, significantly, the upper portion of this unit often
  consists of a coarse to very coarse-grained pyroxenite, sometimes with a chromitite
  stringer containing visible sulphides. This unit occurs at the base of the Merensky
  Reef "value zone" and typically varies between 20 centimetres and one metre
  in thickness. The overlying Merensky Reef itself is composed of a poikilitic
  pyroxenite up to one metre in thickness, within which visible sulphides occur
  in variable amounts. The top of the reef is usually marked by a thin (less than
  1 centimetre thick) chromitite layer.

Sampling and Analysis, and Security of Samples

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

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

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

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

ARC Procedures

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

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

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

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- 42 -

AARL Procedures

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

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

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

For Rhodium, all assays are done in duplicate and the average
  of acceptable replicate pairs is reported. Samples are weighed out and mixed
  with an appropriate flux for the material type. Palladium is used as a co collector.
  The samples are fire assayed and the prills (material remaining from this process)
  dissolved in aqua regia and read on the ICP for Rh. One blank and two reference
  materials are analyzed with every worksheet (max 35).

Data Verification and Quality Control

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

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

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

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

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

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

With each method certified (CRM) and in house (IHRM) reference
  materials are run. For each method samples are replicated, if not twin streamed.
  The Pt, Pd and Au and Rh are twin streamed, i.e. a 100% replication. For XRF
  and Specific density analyses 10% replicates are run. Replicates are essentially
  used for measuring the precision of the analyses, and appropriate action is
  taken if such results are not

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- 43 -

considered satisfactory. A comprehensive quality control system
  ensures that the data reported is within the quality control criteria and all
  ISO standards are met.

Mineral Resource Estimates

A total of 327 diamond drill holes had been drilled on the
  farms Paschaskraal and Klipfontein to the date of the January 2004 resource
  estimate: 108 drill holes intersected the Merensky Reef; 176 drill holes intersected
  the UG2 Layer; and 83 drill holes were drilled for geotechnical purposes mainly
  in connection with the originally planned shaft in the southern portion of the
  Paschaskraal Farm. Figure 7 is a drill hole plan and Figure 8 is a cross section
  showing the relative positions of UG2 and Merensky Reefs.

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

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

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



Figure 7. Drill Hole Plan

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- 44 -



Figure 8. Cross SectionRed (upper) is Merensky Reef and Green (lower) is UG2 Reef

In-situ resource figures for the farms Paschaskraal and Klipfontein
  for the UG2 and Merensky Reefs are summarized in the table below. The resource
  estimation excludes the first 40 metres below surface, which is considered as
  an oxidized zone. The Specific Gravity utilized for the Merensky Reef is 3.1
  and for the UG2 Reef is 4.25. A 40% geological loss factor was applied, which
  includes 10% for faulting, 15% for potholes, 10% for intrusions and 5% for iron
  replacement bodies. Even though dykes swarms effect the area more than on the
  adjoining properties, the resource figures are regarded as conservative, since
  the industry average due to these features is around 20 - 30%.

Summary of Resources on farms Paschaskraal amd Klipfontein
  
  UG2 and Merensky Reefs at base case cut-offs




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

Exploration and Development

Anooraq technical staff carried out a due diligence assessment
  of the Ga-Phasha Project with the assistance of South African consultants, including
  Global Geo Services and GeoLogix.

Anglo Platinum has continued drilling at Ga-Phasha in conjunction
  with its work on its adjoining Twickenham Hackney property. The resource database
  has been updated as information on the 2003 and 2004 drilling programs is received
  from Anglo Platinum.

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- 45 -

Plan of Operation - 2005

The August 2004 technical report recommended the following
  work program:

|1. | Updating the resource model integrating the additional
        drilling that has been carried out in 2003- 2004.                                          
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Additional drilling in those areas that are currently
        outlined as inferred, and to upgrade the indicated resources to a measured
        category.
|3. | Additional exploration and analysis to better define
        the geological losses so that the current 40% estimate can be refined
        and/or reduced.
|4. | Data compilation, metallurgical and geo-technical
        testing, and environmental planning, to prepare for feasibility studies.                        

The Company has also proposed additional work to prepare for
  a pre-feasibility study.

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

The Thusong Project

Property Description and Acquisition, and Location

The Thusong Joint Venture property is located about 74 kilometres
  north of Rustenburg, South Africa. The property consists of the Wachteenbietjieslaagte
  4 JQ, Vogelstruiskraal 400 KQ and Cyferkuil 1 JQ farms.

In May 2004, Anooraq and its wholly owned South African subsidiary
  Plateau entered into Thusong Platinum Mine Joint Venture Agreement with RPM,
  a wholly owned subsidiary of Anglo Platinum, to explore and develop PGM, gold
  and nickel mineralization on the property.

Pursuant to the terms of the Joint Venture Agreement, Anooraq
  and RPM will form an initial 50/50 Joint Venture (the "JV") to explore the three
  farms for a period of up to five years. During the period, Anooraq will operate
  exploration programs, and spend up to ZAR11.9 million (about C$2.3 million)
  on behalf of the JV. Anooraq will have the option to proceed to take the project
  to a Bankable Feasibility Study ("BFS"). Once the BFS has been completed, the
  parties, by agreement, may jointly or separately proceed to exploitation. If
  both partners decide to proceed, then a joint management committee will be established
  to oversee development and operations. Should RPM decide not to contribute to
  exploitation, it remains entitled to dilute to a minimum 17.5% non contributory
  interest, adjusted depending on the final PGM royalty established under the
  Royalty Bill to a maximum of 20%. Should Anooraq decide not to proceed,
  RPM has the right to buy out Anooraq's interest.

Geological Setting

The properties are located on the Western Limb of the Bushveld
  Complex, adjacent to the Anglo Platinum's Union operations. The Union mine's
  annual production of equivalent refined platinum ounces is 313,000 ounces (Anglo
  Platinum's 2004 Annual Report).

The Thusong properties are largely unexplored.

Exploration and Development

Plan of Operation – 2005

Exploration is planned to begin in 2005. The proposed program
  includes data compilation, an airborne geophysical survey, geological mapping
  and rock and soil sampling.

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- 46 -

|Year 1 Exploration                                | ZAR        
|------------------------------------------------- | -----------
|Geological Data Compilation                       | 125,000    
|Airborne Magnetic Survey (100 metre spaced lines) | 300,000    
|Surface Geological Mapping (90 crew days)         | 330,000    
|Rock Sample Analysis                              | 85,000     
|Soil Geochemical survey (1500 samples)            | 360,000    
|Total Proposed Expenditures                       | 1,200,000  
|                                                  | Cdn$240,000



|
|

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- 47 -

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

Overview

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

Anooraq’s results of operations are economically evaluated
  on an "event driven" basis in that exploration expenditures yield information
  on the nature, extent and statistical confidence (primarily from diamond drill
  exploration programs) in a mineralized deposit’s size and continuity,
  information that is not in the financial statements. Thus, it is difficult to
  evaluate the success of operations in a fiscal period by reference to the financial
  statements given that results are more appropriately measured by an evaluation
  of the minerals discovered and/or confirmed. Anooraq’s operating activities
  do not occur on a regular or periodic basis and are subject to the economic
  realities of metals prices and equity financing conditions for natural resource
  exploration issuers. Accordingly, it may not be meaningful to seek observable
  trends in financial operating statistics although liquidity statistics will
  be important. Although Anooraq calculates an annual loss per share (which has
  varied over a range of $0.08 to $0.18 over the last three fiscal periods),
  Anooraq is of the view that its share price does not vary in accordance with
  the loss per share statistic but rather Anooraq share prices vary with the price
  of the underlying market for platinum group metals and the outlook for these
  metals.

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

During fiscal
  2004, the Company changed its year end from October 31 to December 31, 2004.
  Accordingly, the fiscal period ended December 31, 2004 is for the fourteen month
  period ended December 31, 2004. References to fiscal periods 2003 and 2002 relate
  to the twelve months periods ended October 31, 2003 and October 31, 2002, respectively.

For additional details respecting the five year historical
  exchange rates, see Item 3 – "Key Information". Anooraq has not been significantly
  affected by government economic, fiscal, monetary or political policies, and
  the outlook for Anooraq's assets primarily relate to the outlook for platinum
  group metals. For information relating to the historical prices for platinum
  group metals, see Item 5D – "Trend Information" below.

A.          
  Operating Results

Fiscal 2004 Compared to Fiscal 2003

Revenue
  from interest increased from $46,060 in fiscal 2003 to $485,452 in fiscal 2004.
  Total loss for the 2003 fiscal year was $3.8 million as compared to $13.0 million
  in fiscal 2004.

Current assets increased from the previous year by $10,112,924
  and similarly, working capital increased from the previous year by $9,067,468
  as a result of increased cash balances on hand, primarily because of the Company's
  $20 million equity financing in December 2003. The increase in current liabilities
  is primarily related to the invoices and payments owed due to the closing of
  the transaction with Pelawan (see Item 4A2 – "Summary Corporate History
  and Intercorporate Relationships").

The loss
  for the fourteen months ended December 31, 2004 was $13,027,264 compared to
  a loss of $3,829,414 in the twelve month period ended October 31, 2003. This
  is an increase of $9,197,850, primarily as a result of costs incurred in increased
  exploration activities, the establishment of an office in South Africa and costs
  incurred in closing the Pelawan transaction (discussed above), and an increase
  in stock-based compensation expense. The Company recorded a loss of $0.18 per
  share for the fourteen month period ended December 31, 2004, compared to a loss
  of $0.11 per share for the twelve month period ended October 31, 2003.

Exploration
  expense, excluding stock-based compensation, increased by $5,896,482, in comparison
  to the twelve month period ended October 31, 2003 as a result of increased activity
  on the Ga-Phasha and the Boikgantsho projects. The Boikgantsho drilling
  program that began in January 2004 continued into the fourth quarter, resulted
  in significant increases in engineering, and geological and consulting expenses
  for

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- 48 -

the year compared to the previous year. Drilling costs increased
  to $2,972,042 as compared to $308,552 for the prior year. Assays and analysis
  expenditures increased to $1,550,516 from the $207,939 expended in 2003. Geological
  and consulting costs of $1,022,430 increased from the $603,000 spent in the
  previous year. Engineering costs increased from $111,177 to $881,777. The cost
  of site activities was $484,920 in comparison to $218,116 spent in the previous
  year. Site activity costs were principally associated with maintaining the field
  office in South Africa, but also include activities associated with the drilling
  program. Drilling costs were associated with a total of 36,890 metres which
  were drilled in 182 holes at Boikgantsho in 2004 to mid December 2004. Of these,
  approximately 13,872 metres were drilled during the period August 2004 to December
  2004.

Legal,
  accounting and audit expense increased by $447,074 for the 2004 fiscal year
  primarily as a result of routine South African and Canadian ongoing legal work
  as a result of the Pelawan transaction. Office and administration expense increased
  by $326,355 largely due to the establishment of an office in South Africa, and
  conference and travel costs increased by $305,868 in comparison to the previous
  year as a result of the Pelawan transaction. Consulting costs increased by $435,242
  from the previous year. Trust and filing costs increased by $142,094 in comparison
  to the previous year.

HDI of Vancouver, British Columbia, is a private company with
  certain directors in common with Anooraq. HDI provides geological, corporate
  development, administrative and management services to, and incurs third party
  costs on behalf of, the Company on a full cost recovery basis, pursuant to an
  agreement dated December 31, 1996. In fiscal 2004, Anooraq incurred costs of
  $1,512,441 from HDI, compared to $1,281,758 in the fiscal 2003. Pelawan
  is a private South African Black Economic Empowerment company which is a significant
  shareholder of the Company and which has certain directors in common with the
  Company. During the period from Pelawan becoming a significant shareholder on
  September 29, 2004 to December 31, 2004, the Company paid $745,438 (2003 –
  $nil) for technical, corporate development, administrative and management services
  provided to, and repayment of costs paid on behalf of, the Company.

Fiscal 2003 Compared to Fiscal 2002

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

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

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

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

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

B.           Liquidity
  and Capital Resources

Overview and Recent Events

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

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- 49 -

Fiscal 2004 Compared with Fiscal 2003

At December 31, 2004, the Company had working capital of approximately
  $14.2 million as compared
  to $5.1 million at the end of the 2003 fiscal year, and the estimated cash position
  at June 20, 2005 was approximately $7.2 million.

Anooraq's sources of capital are primarily equity and debt
  investors. The Company's access to capital sources is dependant upon general
  financial market conditions, especially those that pertain to venture capital
  situations such as mineral exploration and development. There can be no assurance
  that Anooraq's future capital requirements can be met in the long term, or that
  adequate financing will be obtained on a timely basis or at all. Failure to
  obtain adequate financing could result in significant delays of exploration
  programs and a substantial curtailment of operations. The Company's cash resources
  at June 20, 2005 are sufficient for its present needs, specifically to continue
  administrative and exploration operations at current levels. Some programs may
  be deferred and operations curtailed.

The Company had 148,020,407 common shares outstanding at December
  31, 2004. As the Company chooses to proceed on its exploration programs in the
  Bushveld, it will need to raise additional funds for such expenditures from
  time to time.

The Company has no capital lease obligations, operating leases
  or any other long term debt.

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

On December 24, 2003, the Company completed a private placement
  financing for gross proceeds of $20 million. Proceeds are being used for
  general working capital purposes and to facilitate the advancement of Anooraq's
  PGM-nickel projects in South Africa.

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

Fiscal 2003 Compared with Fiscal 2002

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

At October 31, 2003, Anooraq had a positive working capital
  position of $5.1 million as compared to $5.2 million at the end of the
  previous quarter, and $3.3 million at the end of the fiscal 2002. At October
  31, 2003 the Company had 40,164,172 common shares outstanding as compared to
  32,148,463 common shares outstanding as of October 31, 2002.

Financial Instruments

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

Material Commitments for Capital Expenditures

At December 31, 2004 and June 20, 2005, the Company had no
  material commitments for capital expenditures.

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

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

D.          
  Trend Information

As a natural resource exploration company, Anooraq's activities
  reflect the more cyclical nature of metals prices.

---

- 50 -

Average prices for most base and precious metals increased
  in 2004 from the previous year, and have continued to increase in 2005. The
  average price for platinum in 2004 was US$846/oz, compared to US$693/oz in 2003.
  Prices have averaged US$866/oz in 2005. Palladium prices averaged US$231/oz
  in 2004, compared to US$202/oz in 2003, and have declined in 2005 to average
  approximately US$192/oz. The average price of gold in 2004 was US$410/oz, compared
  to US$364/oz in 2003. The price of gold has averaged approximately US$428/oz
  over the first half of 2005.

Nickel prices averaged US$6.29/lb in 2004, compared to
  US$4.38/lb in 2003. Nickel prices have continued to be strong in 2005, averaging
  US$7.25/lb over the first half of the year. Copper prices averaged US$1.30/lb
  in 2004, compared to US$0.81/lb in 2003, and have averaged US$1.50/lb
  to the end of June 2005.

|
|

---

- 51 -

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

A.           Directors
  and Senior Management

Name and Occupation

The following table states the name, province or state, and
  country of residence of each of the directors and executive officers of the
  Company, the positions and offices presently held by them and the period or
  periods of time during which each has served as a directors of the Company.

|Name, position in the Company and province or state, and
      country | Period(s) a director of the
|---------------------------------------------------------------------- | ---------------------------
|of residence                                                           | Company(1)                 
|                                                                       |                            
|Scott D. COUSENS                                                       | Since September 1996       
|Director and Vice President, Capital Finance of Anooraq                |                            
|British Columbia, Canada                                               |                            
|                                                                       |                            
|Robert A. DICKINSON                                                    | From November 1990 to      
|Director and Co-Chairman of Anooraq                                    | September 2004, and        
|British Columbia, Canada                                               | since October 2004         
|                                                                       |                            
|David M.S. ELLIOTT                                                     | Since April 2005           
|Director of Anooraq                                                    |                            
|British Columbia, Canada                                               |                            
|                                                                       |                            
|H. Wayne KIRK                                                          | Since July 2005            
|Director of Anooraq                                                    |                            
|California, United States                                              |                            
|                                                                       |                            
|Phumzile LANGENI                                                       | Since December 2004        
|Director and Executive Director, Investor Relations                    |                            
|Gauteng, South Africa                                                  |                            
|                                                                       |                            
|Jeffrey R. MASON                                                       | n/a                        
|Chief Financial Officer and Secretary of Anooraq                       |                            
|British Columbia, Canada                                               |                            
|                                                                       |                            
|Popo S. MOLEFE                                                         | Since September 2004       
|Director and Co-Chairman of Anooraq                                    |                            
|North West Province, South Africa                                      |                            
|                                                                       |                            
|A.H.C. Harold MOTAUNG                                                  | Since September 2004       
|Director and Chief Operating Officer                                   |                            
|Gauteng, South Africa                                                  |                            
|                                                                       |                            
|Tumelo M. MOTSISI                                                      | Since September 2004       
|Deputy Chief Executive Officer, and Managing Director                  |                            
|Gauteng, South Africa                                                  |                            
|                                                                       |                            
|Sipho NKOSI                                                            | Since September 2004       
|Director of Anooraq                                                    |                            
|Gauteng, South Africa                                                  |                            
|                                                                       |                            
|Rizelle M. SAMPSON                                                     | Since September 2004       
|Director of Anooraq                                                    |                            
|Gauteng, South Africa                                                  |                            
|                                                                       |                            
|Ronald W. THIESSEN                                                     | Since April 1996           
|Director, President, and Chief Executive Officer of Anooraq            |                            
|British Columbia, Canada                                               |                            

______________________

Notes:

|(1) | For the respective principal occupations of these
        directors during the five preceding years, see their biographies below.                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | All directors have a term of office expiring at
        the next annual general meeting of Anooraq. All executive officers have
        a term of office lasting until their removal or replacement by the Board
        of Directors.

Additional details including the principal occupation for
  the past five years of the above directors are as follows:

---

- 52 -

SCOTT D. COUSENS – Director and Vice President, Capital
  Finance

Scott D. Cousens provides management, technical and financial
  services to a number of publicly traded companies. Mr. Cousens' focus for the
  past 14 years has been the development of relationships within the international
  investment community. Substantial financings and subsequent corporate success
  has established strong ties with North American, European and Asian investors.
  In addition to financing initiatives he also oversees the corporate communications
  programs for the public companies which Hunter Dickinson Inc. provides services.

Mr. Cousens is, or has been within the past years, an officer
  and/or director of the following public companies: Amarc Resources Ltd., Director
  (September 1995 to present); Anooraq Resources Corporation, Director (March
  1994 to September 1994) and (September 1996 to present); Farallon Resources
  Ltd., Director (December 1995 to present); Great Basin Gold Ltd., Director (March
  1993 to present); Continental Minerals Corporation (formerly Misty Mountain
  Gold Limited), Director (June 1994 to present); Northern Dynasty Minerals Ltd.,
  Director (June 1996 to present); Rockwell Ventures Inc., Director (November
  2000 to present); and Taseko Mines Limited, Director (October 1992 to present).

ROBERT A. DICKINSON, B.Sc., M.Sc. – Co-Chairman of
  the Board and Director

Robert A. Dickinson is an economic geologist who serves as
  a member of management of several mineral exploration companies, primarily those
  for whom Hunter Dickinson Inc. provides services. He holds a Bachelor of Science
  degree (Hons. Geology) and a Master of Science degree (Business Administration
  - Finance) from the University of British Columbia. Mr. Dickinson has also been
  active in mineral exploration over 36 years. He is a director of Hunter Dickinson
  Inc. He is also President and Director of United Mineral Services Ltd., a private
  investment company.

Mr. Dickinson is, or has been within the past years, an officer
  and/or director of the following public companies: Amarc Resources Ltd., Director
  (April 1993 to present), Co-Chairman (September 2000 to present), President
  (September 1995 to September 2000), Chief Financial Officer (September 1995
  to September 1998) and Chief Executive Officer (September 1998 to September
  2000); Anooraq Resources Corporation, Director (November 1990 to present), Co-Chairman
  (September 2000 to present), President (September 1996 to September 2000), Chief
  Financial Officer (September 1996 to February 1999) and Chief Executive Officer
  (February 1999 to September 2000); Farallon Resources Ltd., Director (July 1991
  to present), Co-Chairman (September 2000 to present) and Chief Executive Officer
  (December 1995 to September 2000); Great Basin Gold Ltd., Director (May 1986
  to present), Co-Chairman (September 2000 to present), President (May 1986 to
  September 2000), Chief Executive Officer (November 1998 to September 2000),
  Chief Financial Officer (May 1986 to June 1998); Continental Minerals Corporation
  (formerly Misty Mountain Gold Limited), Director (November 1995 to February
  2001), Co-Chairman (September 2000 to February 2001), President (November 1995
  to September 2000), Chief Financial Officer (June 1993 to June 1998), Chief
  Executive Officer (June 1998 to September 2000); Northern Dynasty Minerals Ltd.,
  Director (June 1994 to present), Chief Executive Officer (May 1997 to November
  2001), and Co-Chairman (November 2001 to present); Rockwell Ventures Inc., Chairman
  and Director (November 2000 to present); Taseko Mines Limited, Director (January
  1991 to present), Co-Chairman (September 2000 to present), President (January
  1991 to September 2000), Chief Financial Officer (January 1991 to November 1998),
  Chief Executive Officer (November 1998 to September 2000), (including Co-Chairman
  and Director of Gibraltar Mines Ltd. a private mining company, which is a wholly
  owned subsidiary of Taseko Mines Limited).

DAVID M.S. ELLIOTT, B.Comm, CA – Director

David Elliott has a strong and diverse background as a public
  accountant and corporate executive. He graduated from the University of British
  Columbia with a Bachelor of Commerce degree and acquired a Chartered Accountant
  designation in 1973 with KPMG LLP. Mr. Elliott joined BC Sugar Company in 1976,
  working in a number of senior positions before becoming President and Chief
  Operating Officer of the operating subsidiary, Rogers Sugar, in 1995. In 1997,
  he joined Lantic Sugar in Toronto as Executive Vice President. He has served
  as Chairman of the Canadian Sugar Institute. He became President and Chief Operating
  Officer of the International Group based in St Louis Missouri in 1999, a company
  which was involved with food distribution as well as manufacturing and distribution
  of pet and animal feed. Since 2002, he has been working with companies developing
  e-mail and data management services.

Mr. Elliott currently serves on the boards of the BC Cancer
  Foundation and the University of BC Alumni Association, and of Anooraq Resources
  Corporation, Great Basin Gold Ltd., Taseko Mines Limited and Northern Dynasty
  Minerals Ltd.

---

- 53 -

WAYNE KIRK, LLB - Director

Wayne Kirk is an attorney and consultant. He holds an undergraduate
  degree in economics from the University of California, Berkeley, and a law degree
  from Harvard University. He was called to the bar in California in 1969. Mr.
  Kirk was an associate and partner in the San Francisco law firm of Thelen, Marrin,
  Johnson & Bridges from 1969 until 1992, specializing in corporate and mining
  law. He was Vice President, General Counsel and Corporate Secretary of Homestake
  Mining Company from 1992 until Barrick Gold Corporation's acquisition of Homestake
  in December 2001. Mr. Kirk was a director of Prime Resources Group Inc. (gold
  mining) (TSX; AMEX) from February 1996 until January 1999. From March 2002 until
  his retirement in July 2004, he was special counsel to the New York/San Francisco
  law firm of Thelen Reid & Priest LLP.

Mr. Kirk currently serves on the boards of Anooraq Resources
  Corporation, Great Basin Gold Ltd., Taseko Mines Limited and Northern Dynasty
  Minerals Ltd.

PHUMZILE LANGENI, B.Comm. – Director and Executive
  Director, Investor Relations

Miss Langeni is a South African citizen and holds a Bachelor
  of Commerce degree from the University of Natal, Durban, South Africa. She completed
  the Johannesburg Stock Exchange "JSE" Stockbroking course at Witwatersrand University
  in 1996. She is a fellow of the South African Institute of Stockbrokers and
  a member of the Association of Black Security and Investment Professionals.
  Miss Langeni sits on the JSE Alternate Exchange Advisory Board and is a member
  of the Securities Regulation Panel ("SRP"). Prior to joining Anooraq she was
  an executive director of BJM Securities; a subsidiary of South African listed
  BJM Holdings, and served as Head of New Business. She was one of the founding
  members and executive director of Mazwai Securities. Miss Langeni began her
  career at Real Africa Durolink Securities, becoming an equity sales trader for
  both local and foreign institutions, then a director. Later, she worked as a
  businesswoman and as an equity sales trader for Standard Equities.

Miss Langeni is a non executive director of two companies
  in South Africa; transport giant Imperial Holdings Limited and retail group
  Massmart Holdings Limited.

JEFFREY R. MASON, B.Comm, CA - Chief Financial Officer,
  and Secretary

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

Mr. Mason is, or was within the past five years, an officer
  and or director of the following public companies: Amarc Resources Ltd., Secretary
  and Director (September 1995 to present), Chief Financial Officer (September
  1998 to present); Treasurer (September 1995 to September 1998); Anooraq Resources
  Corporation, Director (April 1996 to present), Chief Financial Officer (February
  1999 to present), Secretary (September 1996 to present), Treasurer (September
  1996 to February 1999); Farallon Resources Ltd., Secretary (December 1995 to
  present), Chief Financial Officer (December 1997 to present) and Director (August
  1994 to present); Great Basin Gold Ltd., Director (February 1994 to present),
  Secretary (February 1994 to present), Chief Financial Officer (June 1998 to
  present), Treasurer (February 1994 to June 1998); Continental Minerals Corporation
  (formerly Misty Mountain Gold Limited), Secretary (November 1995 to present),
  Treasurer (November 1995 to June 1998), Chief Financial Officer (June 1998 to
  present) and Director (June 1994 to present); Northern Dynasty Minerals Ltd.,
  Secretary (June 1996 to present), Director (June 1996 to present), Chief Financial
  Officer (June 1998 to present), Treasurer (May 1997 to June 1998); Rockwell
  Ventures Inc., Chief Financial Officer and Director (November 2000 to present);
  Taseko Mines Limited, Secretary (March 1994 to present), Chief Financial Officer
  (November 1998 to present), Director (March 1994 to present), and Treasurer
  (March 1994 to November 1998), and (including Chief Financial Officer, Secretary
  and Director of Gibraltar Mines Ltd., a private mining company which is a wholly
  owned subsidiary of Taseko Mines Limited).

POPO S. MOLEFE, PhD. – Co-Chairman of the Board and
  Director

Dr. Molefe is a South African citizen and holds a Diploma
  in Governance from Harvard School of Governance, a Diploma in Business Leadership
  from the Wharton School of Business Leadership at the University of Pennsylvania
  and a Doctorate from North West University, South Africa. Dr. Molefe is a

---

- 54 -

well known political activist and currently sits as a member
  of the National Executive Committee of the African National Congress ("ANC"),
  the ruling political party in South Africa. He also holds the position of Chair
  – ANC Provincial Executive, North West Province, and Chancellor of the
  North West University. The North West Province is also known as "The Platinum
  Province" in South Africa as it hosts some of the largest PGM deposits on the
  Bushveld Complex.

During 1994 to 2004, Dr Molefe served as Premier of the North
  West Province, South Africa. Dr. Molefe is not a director of any other public
  companies.

A. H. C. HAROLD MOTAUNG, BSc, MBA – Director and
  Chief Operating Officer

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

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

TUMELO MOTSISI, BA, LLM, MBA – Deputy Chief Executive
  Officer, and Managing Director

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

In 1998 he established Kopano Ke Matla Investment Company,
  the investment arm of South Africa’s largest trade union federation, the
  Congress of South African Trade Unions ("Cosatu"). He was subsequently appointed
  as the Chief Executive Officer of Kopano Ke Matla. Mr. Motsisi recently resigned
  his position as Executive Chairperson of Prosperity Holdings, a financial services
  company established between Kopano Ke Matla, NBC Financial Services and Peregrine
  Holdings, in order to pursue his interests in the mining and energy sectors.
  Mr. Motsisi is a member and director of several South African companies.

SIPHO NKOSI, B.Comm, MBA – Director

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

RIZELLE M. SAMPSON, H. Dip Education – Director

Ms. Sampson is a South African citizen and holds a Certificate
  in Telecommunications Policy, Regulation and Management from the University
  of Witwatersrand and a Higher Diploma in Education from the University of Western
  Cape. Ms. Sampson is also currently pursuing a Masters Degree in Management
  of Technology and Innovation at the Da Vinci Institute of Technology. Following
  positions as a Portfolio Administrator (Institutional Clients) at Investec Asset
  Managers, Chief of Staff at the Ministry of Communications and Manager (Office
  of the CEO) at Sentech Ltd., Ms. Sampson recently took the position of Director:
  Marketing at BD Sarens (Pty) Ltd. Ms. Sampson is not a director of any other
  public companies.

---

- 55 -

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

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

Mr. Thiessen is, or was within the past years, an officer
  and/or director of the following public companies: Amarc Resources Ltd., Director
  (September 1995 to present), President and Chief Executive Officer (September
  2000 to present); Anooraq Resources Corporation, Director (April 1996 to present),
  President and Chief Executive Officer (September 2000 to present); Farallon
  Resources Ltd., Director (August 1994 to present), President and Chief Executive
  Officer (September 2000 to September 2004), Co-Chairman (September 2004 to present);
  Great Basin Gold Ltd., Director (October 1993 to present), President and Chief
  Executive Officer (September 2000 to present); Continental Minerals Corporation
  (formerly Misty Mountain Gold Limited), Director (November 1995 to present),
  President and Chief Executive Officer (September 2000 to present); Northern
  Dynasty Minerals Ltd., President and Chief Executive Officer (November 2001
  to present), Director (November 1995 to present); Rockwell Ventures Inc., President
  and Chief Executive Officer (November 2000 to present); Taseko Mines Limited,
  Director (October 1993 to present), President and Chief Executive Officer (September
  2000 to present), (including Director of Gibraltar Mines Ltd., a private mining
  company, which is a wholly owned subsidiary of Taseko Mines Limited.); Casamiro
  Resource Corp., President and Director (February 1990 to August 2002).

Conflicts of Interest

During the fiscal quarter ended June 30, 2005, all employees
  of Pelawan were transferred to the Company. Between the completion of the Pelawan
  transaction (see Item 4A2 – "Summary Corporate History and Intercorporate
  Relationships") and July 1, 2005 there was an interim resource sharing
  arrangement between the Company and Pelawan in relation to the South African
  office and activities of the Company, which could have represented a potential
  conflict of interest for two of the directors of the Company, namely Messrs.
  Motsisi and Motaung, who are related to Pelawan. Under this resource sharing
  arrangement, the Company reimbursed Pelawan in respect of its overhead expenditures,
  subject to fixed budget arrangements.

B.           Compensation

As used in this Annual Report, "Named Executive Officers"
  or "NEOs" means (i) each individual who served as chief executive officer or
  chief financial officer of the Company or acted in a similar capacity during
  the most recently completed financial year of the Company, and (ii) each of
  the Company's three (3) most highly compensated executive officers, other than
  the chief executive officer and chief financial officer, who were serving as
  executive officers at the end of the most recently completed financial year
  and whose total salary and bonus for the year exceeded $150,000. Also included
  are any other individuals whose total salary and bonus during the most recently
  completed financial year exceeded $150,000 whether or not they were an officer
  of the Company at the end of the most recently completed financial year.

Anooraq's Named Executive Officers do not serve Anooraq on
  a full time basis given that the nature of Anooraq's resource property exploration
  and development business is such that most of its requirements for management
  services are satisfied by Anooraq engaging third-party mineral exploration and
  development contractors.

During the Company's financial period ended December 31, 2004,
  the aggregate cash compensation paid or payable by the Company to its directors
  and senior officers by the Company and its subsidiaries, all of whose financial
  statements are consolidated with those of the Company, was $614,043.

The following table provides a summary of compensation earned
  by Named Executive Officers ("NEO") during each of the last three fiscal periods:

---

- 56 -

Summary Compensation Table

|NEO Name and Principal Position                          | Annual Compensation | Long-Term Compensation | All Other Compen- sation ($)   
|-------------------------------------------------------- | ------------------- | ---------------------- | -------------------------------
|Awards                                                   | Payouts            
|Year(1)                                                  | Salary ($)          | Bonus ($)              | Other Annual Compen- sation ($)
|Ronald W. Thiessen President and Chief Executive Officer | 2004 2003 2002      | 62,095 62,336 62,663   | Nil Nil 120,000                
|Tumelo M. Motsisi Deputy CEO and Managing Director       | 2004 2003 2002      | 81,520 Nil Nil         | 10,486 Nil Nil                 
|Jeffrey R. Mason Secretary and Chief Financial Officer   | 2004 2003 2002      | 46,848 51,258 43,768   | Nil Nil 60,000                 

Notes:

|(1) | The fiscal periods presented are as follows: 14
        months ended December 31, 2004, 12 months ended October 31, 2003, and
        12 months ended October 31, 2002.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

Long-Term Incentive Plans Awards

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

Stock Options

As used in this Annual Report, "options" includes all options,
  share purchase warrants and rights granted by the Company or its subsidiaries
  as compensation for employment services or office. An extension of an option
  or replacement grant is a grant of a new option. Also, options include any grants
  made to a NEO by a third party or a non-subsidiary affiliate of the Company
  in respect of services to the Company or a subsidiary of the Company. The Company's
  Stock Option Plan provides that options may be granted to certain persons providing
  services to the Company, including directors, officers and employees. For additional
  details concerning the Company's Stock Option Plan see Item 6E – "Share
  Ownership", below.

No options were granted to Named Executive Officers during
  the financial period ended December 31, 2004. The following table provides information
  relating to options exercised by Named Executive Officers during the financial
  period ended December 31, 2004 and the value of unexercised options of Named
  Executive Officers as at December 31, 2004.

Aggregate Option Exercises During the Financial Period
  Ended December 31, 2004
  and Financial Period-End Option Values


|NEO Name           | Securities Acquired on Exercise (#) | Aggregate Value Realized ($) | Unexercised Options/SARs at FY- End (#) Exercisable/ Unexercisable | Value of Unexercised in-the-Money Options/SARs at FY- End ($) Exercisable/ Unexercisable
|------------------ | ----------------------------------- | ---------------------------- | ------------------------------------------------------------------ | ----------------------------------------------------------------------------------------
|Ronald W. Thiessen | 346,000                             | 343,680                      | 120,000 /0                                                         | 0 / 0                                                                                   
|Tumelo M. Motsisi  | Nil                                 | Nil                          | 0 /0                                                               | 0 / 0                                                                                   
|Jeffrey R. Mason   | 346,000                             | 352,320                      | 120,000 / 0                                                        | 0 / 0                                                                                   

There were no downward repricings of any options held by any
  NEO during the Company's most recently completed financial year.

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

---

- 57 -

On May 2, 2005, an aggregate of 2,180,000 incentive options
  to purchase shares were granted to the directors at an exercise price of $1.40
  per share. The options expire on December 17, 2010. The shares traded at a high
  of $1.33 per share and a low of $1.03 per share during the 30 day period
  preceding the date of grant of the options. The options were issued pursuant
  to the Company's Stock Option Plan.

Pension Plans

There is no defined benefit or actuarial plan in place.

Termination of Employment, Change in Responsibilities and
  Employment Contracts

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

Other

Commencing November 1, 2003, each director of the Company
  was paid an annual director's fee of $2400 (paid quarterly) and an additional
  fee of $600 for each directors' meeting attended. Each director who was
  a member of a committee received $2400 for each committee of which he or
  she was a member, and a further fee of $600 for each committee meeting attended.
  This remuneration scheme was discontinued effective January 1, 2005, pending
  the adoption of an amended remuneration package to be recommended by the Compensation
  Committee and subsequently approved by the Board of Directors.

Other than the foregoing, the aggregate value of other compensation
  (including benefits) paid by the Company and its subsidiaries to executive officers
  of the Company did not exceed the lesser of $10,000 times the number of
  executive officers and 10% of the cash compensation paid to executive officers
  during the financial period ended December 31, 2004.

C.           Board
  Practices

All directors except Wayne Kirk (who was appointed to the
  Board of Directors in July 2005) were reelected at the June 17, 2005 annual
  general meeting and all directors have a term of office expiring at the next
  annual general meeting of Anooraq, expected to be held in June 2006. All officers
  have a term of office lasting until their removal or replacement by the Board
  of Directors. For details of the period during which such directors and officers
  of the Company have served as such, see Item 6A – "Directors and Senior
  Management", above.

There are no arrangements under which directors were compensated
  by Anooraq and its subsidiaries during the financial year ended December 31,
  2004 for their services in their capacity as directors and consultants except
  as herein disclosed. For the fiscal period ended December 31, 2004, Anooraq
  compensated its directors directly and indirectly for services by paying them
  an aggregate of $614,043, excluding the amount paid to Mr. David Copeland
  (a former director)'s private companies, CEC Engineering Ltd and Geologie Baie
  James Ltee. Anooraq paid $135,104 to the private engineering company owned
  by David J. Copeland for engineering and geological services provided during
  the year.

On October 29, 2003, an aggregate of 840,000 incentive options
  to purchase shares were granted to the directors (see Item 6B – "Compensation",
  above). On May 2, 2005, an aggregate of 2,180,000 incentive options to purchase
  shares were granted to the directors at an exercise price of $1.40 per share.
  (see Item 6B – "Compensation", above)

The Audit Committee is currently comprised of Messrs. Elliott,
  Molefe, and Nkosi, all of whom are independent and unrelated directors. The
  audit committee is elected annually by the directors of Anooraq at the first
  meeting of the board held after Anooraq's annual general meeting. Its primary
  function is to review the financial statements of the Company before they are
  submitted to the board for approval. The audit committee is also available to
  assist the board if required with matters relating to the appointment of the
  Company's auditor and the overall scope and results of the audit, internal financial
  controls, and financial information for publication for various purposes.

The Company has reviewed the composition of the Compensation
  Committee (currently Messrs. Motsisi and Thiessen, neither of whom is an independent
  and unrelated director) and is in the process of changing it to a committee
  comprised of three independent and unrelated directors, namely, Messrs. Elliott,
  Kirk and a third independent and unrelated South African director. The Compensation
  Committee is elected annually by the directors of Anooraq at the first meeting
  of the board held after Anooraq's annual general

---

- 58 -

meeting. Its primary function is to assist the Board in monitoring,
  reviewing and approving the Company's compensation practices and administering
  the Company's share compensation plans. The Compensation Committee is also responsible
  for recommending to the Board candidates for senior executive positions.

D.           Employees

During the fiscal quarter ended June 30, 2005, all employees
  of Pelawan were transferred from Pelawan, as their work was essentially solely
  related to the affairs of Anooraq. Previously, Anooraq had no employees, and
  contracted staff on an as-need basis. Anooraq’s functions are primarily
  administered through Hunter Dickinson Inc. (see Item 7).

E.           Share
  Ownership

a) Shares

As at June 20, 2005 the directors and officers of Anooraq
  and their affiliate, as a group, beneficially own directly or indirectly, or
  exercise control or direction over an aggregate of 21,583,977 common shares
  (15%) and held options and warrants to acquire an additional 3,100,000 common
  shares. To the knowledge of the directors and officers of Anooraq, as at such
  date, there were no persons exclusive of directors and officers holding more
  than 10% of the issued common shares.

b) Options

In order to provide incentive to directors, officers, employees,
  management and others who provide services to the Company to act in the best
  interests of the Company, the Company has adopted a Share Incentive Plan (the
  "Stock Option Plan"). The Stock Option Plan was originally approved by shareholders
  at the Company's annual general meeting held on April 21, 1998. A resolution
  increasing the number of shares available for issuance under the Plan was approved
  by shareholders on April 23, 2003 and further resolutions authorizing the number
  of shares available for issuance under the Plan were approved by the Shareholders
  on May 21, 2004 and June 17, 2005. Under the Stock Option Plan, which is dated
  for reference May 21, 2004, a total of 18,300,000 common shares are reserved
  for share incentive options to be granted at the discretion of Anooraq's Board
  of Directors to eligible optionees (the "Optionees"). As of June 20, 2005, an
  aggregate of 18,300,000 share incentive options are available under the Plan
  of which 6,083,200 options were outstanding, 4,696,800 options had been exercised,
  and 7,520,000 share incentive options remain available for issuance to future
  Optionees.

Material Terms of the Stock Option Plan

Eligible Optionees

Under TSXV policy, to be eligible for the issuance of a stock
  option under the Stock Option Plan an Optionee must either be an employee, director,
  officer, consultant or an employee of a company providing management or other
  services to the Company or its subsidiary at the time the option is granted.

Options may be granted only to an individual or to a company
  that is wholly owned by individuals eligible for an option grant. If the option
  is granted to a company, the company must provide TSXV with an undertaking that
  it will not permit any transfer of its shares, nor issue further shares, to
  any other individual or entity as long as the incentive stock option remains
  in effect without the consent of TSXV.

Material Terms of the Plan

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

|A) | all options granted under the Stock Option Plan
        are non-assignable and non-transferable and are for up to a period of
        up to 10 years;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|B) | for stock options granted to employees or service
        providers (inclusive of management company employees), the Company is
        required to represent that the proposed Optionee is a bona fide employee
        or service provider (inclusive of a management company employee), as the
        case may be, of the Company or of any of its subsidiaries;                                                                                                                                                                                                                                                                                                                                                                                                       
|C) | the Company has a share purchase option approval
        plan approved by the shareholders that allows it to grant options, subject
        to regulatory terms and approval, to its employees, officers, directors
        and non-employees. The exercise price of each option can be set equal
        to or greater than the closing price of the common shares on the TSXV
        on the day prior to the date of the grant of the option less the applicable
        discount according to TSXV policy. An option has a maximum term of up
        to ten years and terminates 30 days following the termination of the optionee's
        employment, except in the case of retirement or death. In the case of
        retirement, it terminates 30 to 90 days, at

---

- 59 -

|   | management's discretion, following retirement. In
        the case of death, it terminates at the earlier of one year after the
        event or the expiry of the option. Vesting of options is done at the discretion
        of the Board at the time the options are granted; and                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|D) | the minimum exercise price of an option granted
        under the Stock Option Plan must not be less than the closing price for
        shares of the Company as traded on the TSXV on the last trading day before
        the date that the option is granted less allowable discounts as permitted
        by TSXV (depending on the price at the time of grant).

Disinterested Shareholder Approval ("DSA")

As used in this Annual Report, "disinterested shareholder
  approval" means the approval by a majority of the votes cast by all shareholders
  of Anooraq at the shareholders' meeting excluding votes attached to listed shares
  beneficially owned by "Insiders" of Anooraq (generally officers and directors)
  to whom the DSA Options have been granted under the Stock Option Plan and Associates
  of those Insiders.

Anooraq has obtained disinterested shareholder approval of
  the Stock Option Plan and therefore under TSX Venture policy:

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

but always subject to the aggregate limit of 18,300,000 shares.

As at June 20, 2005, an aggregate of 6,083,200 common shares
  of the Company have been reserved for issuance pursuant to the following employee,
  director, executive officer and service provider stock options:

Incentive options

|                              |  |                    |  |                    |  | Exercise |  | Number   
|----------------------------- |  | ------------------ |  | ------------------ |  | -------- |  | ---------
|Optionholder Status           |  | Date of Grant      |  | Expiry Date        |  | Date     |  | of Shares
|Directors and Officers of the |  | October 29,2003    |  | October 21, 2005   |  | $2.00    |  | 600,000  
|Company and its               |  | May 2, 2005        |  | December 17, 2010  |  | $1.40    |  | 2,180,000
|Subsidiaries                  |  |                    |  |                    |  |          |  |          
|                              |  |                    |  |                    |  |          |  | 2,780,000
|                              |  |                    |  |                    |  |          |  |          
|Employees and Consultants     |  | September 5, 2003  |  | September 8, 2005  |  | $0.85    |  | 100,000  
|                              |  | September 30, 2003 |  | September 30, 2005 |  | $0.85    |  | 50,000   
|                              |  | October 29, 2003   |  | October 21, 2005   |  | $2.00    |  | 872,500  
|                              |  | November 25, 2003  |  | October 21, 2005   |  | $2.00    |  | 72,500   
|                              |  | May 26, 2004       |  | October 26, 2006   |  | $1.95    |  | 555,000  
|                              |  | June 10, 2004      |  | October 26, 2006   |  | $2.00    |  | 35,000   
|                              |  | July 27, 2004      |  | October 26, 2006   |  | $1.64    |  | 200,000  
|                              |  | May 2, 2005        |  | December 14, 2007  |  | $1.40    |  | 533,200  
|                              |  | May 2, 2005        |  | December 17, 2010  |  | $1.40    |  | 885,000  
|                              |  |                    |  |                    |  |          |  | 3,303,200

In the 14 month financial year ended December 31, 2004, 3,419,300
  options were exercised with proceeds of $2,555,390 at an average price of
  $0.75 per share.

|
|

---

- 60 -

|ITEM
      7MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|-------------------------------------------------------------------

A.Major
  Shareholders

Anooraq's securities are recorded on the books of its transfer
  agent in registered form, however, the majority of such shares are registered
  in the name of intermediaries such as brokerage houses and clearing houses on
  behalf of their respective brokerage clients, and Anooraq does not have knowledge
  or access to information about of the beneficial owners thereof. To the best
  of its knowledge, Anooraq is not directly or indirectly owned or controlled
  by a foreign government. On May 21, 2004, shareholders of the Company approved
  an increase in the authorized share capital from 200,000,000 common shares without
  par value to an unlimited number of common shares without par value.

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

As at June 20, 2005, to the knowledge of the directors and
  executive officers of Anooraq, the only persons who beneficially own, directly
  or indirectly, or control or direct, five percent (5%) or more of the issued
  and outstanding Anooraq Shares are as follows:

|Shareholder Name  and Address                                                                                                                       | Number ofShares Held                                                               | Percentage of Issued Common Shares
|--------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | ----------------------------------
|The Pelawan Trust, as Trustee (1) 
       Pelawan Investments (Proprietary) Limited, as Beneficiary  
      82 Maude Street   Sandton, South Africa | 83,300,000                                                                         | 56.3%                             
|Mr Tumelo M.
      Motsisi (2)            138
      West Street, 4thFloor          
       Sandton, South Africa                                    | 9,996,000
      (Part of the 83,300,000
      shown above, see note 2
      below) | 6.75%                             
|The Canadian Depository for Securities Limited
      ("CDS") (3)   25 The Esplanade   PO Box 1038
      Stn A   Toronto, ON M5W 1G5                 | 58,120,455                                                                         | 39.3%                             

|(1) | These shares are registered in the name of Pelawan
        Trust, which holds such shares in trust for Pelawan pursuant to escrow
        arrangements described in "The Acquisition – Description of Lockup
        Arrangements for Consideration Shares" in the August 2004 Circular.                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Indirect holdings being 120 of the 1,000 ordinary
        shares in the issued and outstanding share capital of Pelawan, multiplied
        by the number of common shares of Anooraq (83,300,000) held by the Pelawan
        Trust.                                                                                
|(3) | CDS is a clearing house for brokerage firms whose
        clients beneficially own the shares. Management of the Company is unaware
        of the beneficial ownership of the shares registered in the name of CDS
        although these figures may include shares of management held in brokerage
        houses.

As noted in the table above, the Company is indirectly controlled
  by Pelawan as a result of the Pelawan transaction (see Item 4A2 – "Summary
  Corporate History and Intercorporate Relationships", above).

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

---

- 61 -

As of June 20, 2005, the number of registered shareholders
  of record (and the number and percentage of shares held by such shareholders)
  is as follows:

|              | Number of registered |             |              
|------------- | -------------------- | ----------- | -------------
|              | shareholders of      | Number of   | Percentage of
|Location      | record               | shares      | total shares 
|Canada        | 45                   | 60,866,302  | 41.1%        
|United States | 38                   | 3,852,005   | 2.6%         
|Other         | 2                    | 83,352,100  | 56.3%        
|              | 85                   | 148,070,407 |              

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

B.           Related
  Party Transactions

To the knowledge of management of Anooraq, no insider or nominee
  for election as a director of Anooraq had any interest in any material transaction
  during the fourteen months ended December 31, 2004 or has any interest in any
  material transaction in the current year except as herein disclosed.

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

Ga-Phasha Project

Pursuant to the Pelawan transaction, the Company acquired
  Pelawan's rights to its 50% participation interest in the Ga-Phasha Project
  (see Item 4A2 – "Summary of Corporate History and Intercorporate Relationships",
  above).

Harold Motaung, a director of the Company, has a 7% aggregated
  indirect interest in Pelawan's shareholding in the Company. Tumelo Motsisi,
  also a director of the Company, has an aggregated 12% indirect interest in Pelawan's
  shareholding in the Company.

Management Contracts

The Company has approximately ten employees, the majority
  of whom work in Johannesburg. The Company receives many of its management services
  from HDI.

HDI provides management services to Anooraq, pursuant to a
  geological and administrative services agreement dated for reference December
  31, 1996. HDI is one of the larger independent mining exploration groups in
  North America and as of June 20, 2005, employed or retained approximately 90
  staff or service providers substantially on a full-time basis. Of these:

| | • | approximately 40% are professional technical staff
        (a large majority of whom have accreditation as a professional engineer
        or professional geoscientist);
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | approximately 15% are professional accountants (the
        majority of whom have professional accreditations); and                                                      
| | • | approximately 45% are administrative, office or
        field support personnel.                                                                                         

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

The shares of HDI are owned by each of the participating public
  corporations (including the Company) for as long as HDI's services are retained
  by such participating company. However a participant

---

- 62 -

surrenders its single share of HDI at the time of termination
  of the standard form of services agreement. The agreement can be cancelled on
  30 days' notice. HDI is managed by the directors of the Company, who are generally
  the controlling directors of the other corporate participants in the arrangements
  with HDI.

C.          
  Interests of Experts and Counsel

Not applicable.

|
|

---

- 63 -

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

A.           Consolidated
  Statements and Other Financial Information

See Item 17 – "Financial Statements".

Legal Proceedings

The Company is not involved in any outstanding litigation
  or legal proceedings and to the knowledge of the management of the Company,
  no material legal proceedings involving the Company or its subsidiaries are
  contemplated.

Dividend Policy

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

B.           Significant
  Changes

There have been no significant changes to the business of
  Anooraq since December 31, 2004.

|
|

---

- 64 -

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

A.           Offer and
  Listing Details

High and Low Market Prices

|                        | TSXV Exchange:   ARQ |      | OTCBB: ARQRF   and AMEX: ANO
|----------------------- | -------------------- | ---- | ----------------------------
|                        | High                 | Low  |                             
|                        | C$                   | C$   |                             
|Annual                  |                      |      |                             
|2005 (to June 30, 2005) | 1.57                 | 0.84 |                             
|2004                    | 4.18                 | 1.25 |                             
|2003                    | 2.20                 | 0.40 |                             
|2002                    | 1.01                 | 0.41 |                             
|2001                    | 0.82                 | 0.42 |                             
|2000                    | 2.10                 | 0.48 |                             
|                        |                      |      |                             
|By Quarter              |                      |      |                             
|Calendar 2003           |                      |      |                             
|First Quarter           | 0.66                 | 0.43 |                             
|Second Quarter          | 0.75                 | 0.53 |                             
|Third Quarter           | 0.74                 | 0.40 |                             
|Fourth Quarter          | 2.20                 | 0.66 |                             
|                        |                      |      |                             
|Calendar 2004           |                      |      |                             
|First Quarter           | 4.18                 | 1.60 |                             
|Second Quarter          | 3.50                 | 1.63 |                             
|Third Quarter           | 2.70                 | 1.55 |                             
|Fourth Quarter          | 2.04                 | 1.55 |                             
|                        |                      |      |                             
|Calendar 2005           |                      |      |                             
|First Quarter           | 1.57                 | 1.21 |                             
|Second Quarter          | 1.33                 | 0.84 |                             
|                        |                      |      |                             
|                        |                      |      |                             
|Monthly                 |                      |      |                             
|January 2005            | 1.57                 | 1.30 |                             
|February 2005           | 1.49                 | 1.21 |                             
|March 2005              | 1.48                 | 1.21 |                             
|April 2005              | 1.33                 | 1.03 |                             
|May 2005                | 1.13                 | 0.84 |                             
|June 2005               | 1.06                 | 0.92 |                             

B.           Plan
  of Distribution

Not applicable.

C.           Markets

Anooraq's common shares are listed and posted for trading
  in Canada on the TSXV under the symbol-ARQ. Anooraq's common shares have traded
  on the TSXV (and its predecessors, the Canadian Venture Exchange and the Vancouver
  Stock Exchange) since September 24, 1987. Until March 12, 2004, Anooraq's common
  shares traded in the United States on the Over-The-Counter Bulletin Board ("OTCBB")
  under the symbol ARQRF. Commencing March 15, 2004, Anooraq's common shares have
  traded in the United States on AMEX under the symbol ANO.

D.           Selling
  Shareholders

Not applicable.

---

- 65 -

E.           Dilution

Not applicable.

F.           Expenses
  of the Issue

Not applicable.

|
|

---

- 66 -

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

A.           Share
  Capital

Not applicable for an Annual Report.

B.           Memorandum
  and Articles of Association

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

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

Objects and Purposes

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

Directors – Powers and Limitations

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

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

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

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

Rights of Common Shareholders

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

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

---

- 67 -

Anooraq has no redeemable securities authorized or issued.

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

All common shares of Anooraq participate rateably in any available
  assets in the event of a winding up or other liquidation.

Changes to Rights of Common Shareholders

Certain changes to the Articles and Notice of Articles of
  Anooraq require a "special resolution", being a resolution passed by not less
  than 75% of the shares voted in person or by proxy at a duly convened shareholders
  meeting. Certain corporate changes, including amalgamation with another company,
  sale of substantially all of Anooraq's assets, and redomiciling out of the jurisdiction
  of British Columbia, not only require such 75% approval but generally also give
  rise to a dissent right, which is the right to be paid an agreed amount for
  a shareholder's shares if the required special resolution is actually passed
  and Anooraq elects to proceed with the matter notwithstanding receipt of dissent
  notices. A notice of a shareholders meeting at which such an action is intended
  to be effected must include a statement advising of the dissent right. Dissent
  provisions are governed by the BCA and not by the Articles of the Company.

Shareholders Meetings

Shareholders meetings are only peripherally governed by the
  Articles of the Company, with most shareholder protections contained in the
  Securities Act (British Columbia) and the BCA. The Articles provide that
  Anooraq will hold an annual general meeting once in every calendar year and
  not more than 13 months since the last meeting and provide for certain procedural
  matters and rules of order with respect to conduct of the meeting. The Securities
  Act (British Columbia) and the BCA superimpose requirements that generally
  provide that shareholders meetings require advance notification within prescribed
  times and which govern the content and timing of mailing to shareholders of
  information circulars and proxies, as well as other matters typically governed
  by securities legislation. This legislation specifies the disclosure requirements
  for various corporate actions, background information on the nominees for election
  of directors, executive compensation paid in the previous year and full details
  of any unusual meeting matters. Generally, registered shareholders of Anooraq
  as of the record date set in respect of a shareholders meeting are entitled
  to vote at the meeting and any adjournment thereof.

No Limitation on Foreign Ownership

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

Change in Control

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

Share Ownership Reporting

The Articles of Anooraq do not require disclosure of share
  ownership. Share ownership of director nominees must be reported annually in
  proxy materials sent to Anooraq's shareholders. There are no requirements under
  British Columbia corporate law to report ownership of shares of Anooraq but
  the Securities Act (British Columbia) requires disclosure of trading
  by insiders (including holders of 10% of voting shares) within 10 days of the
  trade. Controlling shareholders (generally those in excess of 20% of outstanding
  shares) must provide seven days advance notice of share sales.

C.           Material
  Contracts

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

|(a) | Joint Venture Agreement between PPL and Plateau
        dated November 25, 2003 (filed with Annual Report on Form 20-F dated May
        2004);
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------

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|(b) | the Pelawan RTO Share Exchange Agreement, as described
        under the heading "The Acquisition – Description of the Share
        Exchange Agreement" in the August 2004 Circular (filed with Annual
        Report on Form 20-F dated May 2004); and
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(c) | the Pelawan RTO Shareholders Agreement, as described
        under the heading "The Acquisition – Description of the Share
        Exchange Agreement" in the August 2004 Circular.                                                                     

D.           Exchange
  Controls

Anooraq is a corporation registered in Province of British
  Columbia, Canada. There is no law or governmental decree or regulation in Canada
  that restricts the export or import of capital, or affects the remittance of
  dividends, interest or other payments to a non-resident holder of Common Shares,
  other than withholding tax requirements. Any such remittances to United States
  residents are generally subject to withholding tax. (See Item 10E – "Taxation",
  below).

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

The Investment Act generally prohibits implementation
  of a reviewable investment by an individual, government or agency thereof, corporation,
  partnership, trust or joint venture (each an "entity") that is not a "Canadian"
  as defined in the Investment Act (a "non-Canadian"), unless after review
  the Director of Investments appointed by the minister responsible for the Investment
  Act is satisfied that the investment is likely to be of net benefit to Canada.
  The size and nature of a proposed transaction may give rise to an obligation
  to notify the Director to seek an advance ruling. An investment in the Common
  Shares by a non-Canadian other than a "WTO Investor" (as that term is defined
  in the Investment Act and which term includes entities which are nationals
  of or are controlled by nationals of member states of the World Trade Organization)
  when Anooraq was not controlled by a WTO Investor, would be reviewable under
  the Investment Act if it was an investment to acquire control of Anooraq
  and the value of the assets of Anooraq, as determined in accordance with the
  regulations promulgated under the Investment Act, was $5 million or more,
  or if an order for review was made by the federal cabinet on the grounds that
  the investment related to Canada's cultural heritage or national identity, regardless
  of the value of the assets of Anooraq. An investment in the Common Shares by
  a WTO Investor, or by a non-Canadian when Anooraq was controlled by a WTO Investor,
  would be reviewable under the Investment Act if it was an investment
  to acquire control of Anooraq and the value of the assets of Anooraq, as determined
  in accordance with the regulations promulgated under the Investment Act,
  was not less than a specified amount, which for 2005 is approximately Cdn$250
  million. A non-Canadian would acquire control of Anooraq for the purposes of
  the Investment Act if the non-Canadian acquired a majority of the Common
  Shares. The acquisition of less than a majority but one-third or more of the
  Common Shares would be presumed to be an acquisition of control of Anooraq unless
  it could be established that, on the acquisition, Anooraq was not controlled
  in fact by the acquirer through the ownership of the Common Shares.

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

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

|(a) | an acquisition of the Common Shares by a person
        in the ordinary course of that person's business as a trader or dealer
        in securities,                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | an acquisition of control of Anooraq in connection
        with the realization of security granted for a loan or other financial
        assistance and not for a purpose related to the provisions of the Investment
        Act, and                                                 
|   
|(c) | an acquisition of control of Anooraq by reason of
        an amalgamation, merger, consolidation or corporate reorganization following
        which the ultimate direct or indirect control in fact of Anooraq, through
        the ownership of the Common Shares, remained unchanged.

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E.           Taxation

Material Canadian Federal Income Tax Consequences for United
  States Residents

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

This summary is based on the current provisions of the Tax
  Act including all regulations thereunder, the Treaty, all proposed amendments
  to the Tax Act, the regulations and the Treaty publicly announced by or on behalf
  of the Minister of Finance to the date hereof, and the current published administrative
  practices of the Canada Customs and Revenue Agency. It has been assumed that
  all currently proposed amendments will be enacted as proposed and that there
  will be no other relevant change in any governing law or administrative practice,
  although no assurances can be given in these respects. This summary does not
  take into account provincial, U.S., state or other foreign income tax law or
  practice. The tax consequences to any particular U.S. Holder will vary according
  to the status of that holder as an individual, trust, corporation or other entity,
  the jurisdictions in which that holder is subject to taxation, and generally
  according to that holder's particular circumstances. Accordingly, this summary
  is not, and is not to be construed as, Canadian tax advice to any particular
  U.S. Holder. U.S. Holders should consult with their own tax advisors for advice
  with respect to their own particular circumstances.

Dividends

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

Disposition

A U.S. Holder is not subject to tax under the Tax Act in respect
  of a capital gain realized on the disposition of a Common Share provided that
  the share is not "taxable Canadian property" to the holder thereof.
  Assuming the Common Shares are then listed on a prescribed stock exchange, which
  currently includes the American Stock Exchange, a Common Share generally will
  not be taxable Canadian property to a U.S. Holder if, at any time during the
  60 months preceding the disposition, the U.S. Holder or persons with whom the
  U.S. Holder did not deal at arm's length alone or together owned, or had an
  interest or option in respect of, 25% or more of Anooraq's issued shares of
  any class or series.

A U.S. Holder whose Common Shares do constitute taxable Canadian
  property, and who might therefore be liable for Canadian income tax under the
  Tax Act on a disposition or deemed disposition of such shares, will generally
  be relieved from such liability under the Treaty unless the value of the shares
  of the Company at the time of disposition is derived principally from real property
  situated in Canada within the meaning of the Treaty. Management of Anooraq believes
  that the value of Anooraq's Common Shares is not currently derived principally
  from real property situated in Canada. U.S. Holders whose Common Shares are
  taxable Canadian property should consult their own advisors regarding filing
  and other Canadian federal tax considerations.

United States Tax Consequences

United States Federal Income Tax Consequences

Based on management's discussions with its professional advisors,
  it believes the following is a discussion of material United States federal
  income tax consequences, under current law, generally applicable to a U.S. Holder
  (as hereinafter defined) of common shares of Anooraq. This discussion does not
  address all potentially relevant federal income tax matters and it does not
  address consequences peculiar to persons subject to special provisions of federal
  income tax law, such as those described below as excluded from the definition
  of a U.S. Holder. In addition, this discussion does not cover any state,

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local or foreign tax consequences (see Item 10E – "Taxation
  – Material Canadian Federal Income Tax Consequences for United States
  Residents" above). Accordingly, holders and prospective holders of common shares
  of Anooraq should consult their own tax advisors about the specific federal,
  state, local, and foreign tax consequences to them of purchasing, owning and
  disposing of common shares of Anooraq, based upon their individual circumstances.

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

U.S. Holders

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

Distribution on Common Shares of Anooraq

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

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

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

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

Foreign Tax Credit

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

Disposition of Common Shares of Anooraq

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

Other Considerations

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

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Foreign Investment Company

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

Passive Foreign Investment Company

United States income tax law contains rules governing "passive
  foreign investment companies" ("PFIC") which can have significant tax effects
  on U.S. Holders of foreign corporations. These rules do not apply to non-U.S.
  Holders. Section 1297 of the Code defines a PFIC as a corporation that is not
  formed in the United States if, for any taxable year, either (i) 75% or more
  of its gross income is "passive income," which includes interest, dividends
  and certain rents and royalties or (ii) the average percentage, by fair market
  value (or, if the corporation is not publicly traded and either is a controlled
  foreign corporation or makes an election, by adjusted tax basis), of its assets
  that produce or are held for the production of "passive income" is 50% or more.
  Anooraq appears to have been a PFIC for the fiscal year ended December 31, 2004,
  and at least certain prior fiscal years. In addition, Anooraq expects to qualify
  as a PFIC for the fiscal year ending December 31, 2005 and may also qualify
  as a PFIC in future fiscal years. Each U.S. Holder of Anooraq is urged to consult
  a tax advisor with respect to how the PFIC rules affect such U.S. Holder's tax
  situation.

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

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

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

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Anooraq is a PFIC and who is not an Electing U.S. Holder (including
  a U.S. Holder who makes an untimely QEF election and makes neither of the above-described
  gain-recognition elections) is referred to herein as a "Non-Electing U.S. Holder."
  An Electing U.S. Holder (i) generally treats any gain realized on the disposition
  of his Company common shares as capital gain; and (ii) may either avoid interest
  charges resulting from PFIC status altogether, or make an annual election, subject
  to certain limitations, to defer payment of current taxes on his share of Anooraq's
  annual realized net capital gain and ordinary earnings subject, however, to
  an interest charge. If the U.S. Holder is not a corporation, any interest charge
  imposed under the PFIC regime would be treated as "personal interest" that is
  not deductible.

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

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

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

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

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

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

---

- 74 -

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

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

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

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

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

Controlled Foreign Corporation

If more than 50% of the total combined voting power of all
  classes of shares entitled to vote or the total value of the shares of Anooraq
  is owned, actually or constructively, by citizens or residents of the United
  States, United States domestic partnerships or corporation, or estates or trusts
  other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)),
  each of which own, actually or constructively, 10% or more of the total combined
  voting power of all classes of shares entitled to vote of Anooraq ("United States
  Shareholder"), Anooraq could be treated as a controlled foreign corporation
  ("CFC") under Subpart

---

- 75 -

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

F.           Dividends
  and Paying Agents

Not applicable.

G.           Statement
  by Experts

Not applicable.

H.           Documents
  on Display

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

I.           Subsidiary
  Information

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

|
|

---

- 76 -

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

(a)Transaction
  Risk and Currency Risk Management

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

(b)Exchange
  Rate Sensitivity

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

(c)Exchange
  Controls

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

(d)Interest
  Rate Risk

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

(e)Commodity
  Price Risk

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

|
|

---

- 77 -

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

Not applicable.

---

- 78 -

PART II

|
|

---

- 79 -

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

None.

|
|

---

- 80 -

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

None.

|
|

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- 81 -

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

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the "Exchange Act"), the Company carried out an evaluation of the effectiveness
  of the design and operation of its disclosure controls and procedures as of
  December 31, 2004, being the date of the Company's most recently completed fiscal
  year end. This evaluation was carried out under the supervision and with the
  participation of the Company's Chief Executive Officer, Ronald W. Thiessen,
  and the Company's Chief Financial Officer, Jeffrey R. Mason. Based upon that
  evaluation, the Company's Chief Executive Officer and Chief Financial Officer
  concluded that the Company's disclosure controls and procedures are effective
  in timely alerting management to material information relating to it required
  to be included in the Company's periodic SEC filings. There have been no significant
  changes in the Company's internal controls or in other factors that could significantly
  affect internal controls subsequent to the date the Company carried out the
  evaluation.

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

During the Company's most recently completed fiscal year ended
  December 31, 2004, there were no changes in the Company's internal control over
  financial reporting that have materially affected, or are reasonably likely
  to affect, its internal control over financial reporting.

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

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



|
|

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- 82 -

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

A.           Audit
  Committee Financial Expert

Composition of the Audit Committee

As at July 4, 2005, the members of the Audit Committee of
  the Company are Popo S. Molefe, Sipho Nkosi and David Elliott, all of whom are
  financially literate and all of whom are "independent". To July 4, 2005, Scott
  Cousens, who is not independent, had temporarily been appointed to the Audit
  Committee pursuant to the exemption in section 3.5 of Canadian Multilateral
  Instrument 52-110 Audit Committees, pending the appointment of a David
  Elliott, an independent director, to the Audit Committee. The rationale for
  the appointment of Scott Cousens to the Audit Committee on a temporary basis
  was the resignation of Walter Segsworth (a former member of the Audit Committee)
  from the board of directors, and the absence of another director who was both
  independent and financially literate.

Anooraq's Board of Directors has determined that Anooraq has
  at least one audit committee financial expert serving on its Audit Committee,
  namely David Elliott, by virtue of his education and extensive work experience
  as a Chartered Accountant and corporate executive.

Relevant Education and Experience

In addition to each member's general business experience,
  the education and experience of each Audit Committee member that is relevant
  to the performance of his responsibilities as an Audit Committee member is as
  follows:

Dr. Molefe holds a Diploma in Governance from Harvard School
  of Governance, a Diploma in Business Leadership from the Wharton School of Business
  Leadership at the University of Pennsylvania and a Doctorate from North West
  University, South Africa. Dr. Molefe serves as a member of the National Executive
  Committee of the ANC. He also holds the position of Chair – ANC Provincial
  Executive, North West Province, and Chancellor of the North West University.
  For ten years, Dr. Molefe served as Premier of the North West Province, South
  Africa.

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

Mr. Elliott has a strong and diverse background as a public
  accountant and corporate executive. He graduated from the University of British
  Columbia with a Bachelor of Commerce degree and acquired a Chartered Accountant
  designation in 1973 with KPMG LLP. Mr. Elliott joined BC Sugar Company in 1976,
  working in a number of senior positions before becoming President and Chief
  Operating Officer of the operating subsidiary in 1995.

B.           Code
  of Ethics

The Company has adopted a code of ethics that applies to the
  Company's chief executive officer, the chief financial officer, and other members
  of senior management. The Code of Ethics was filed as an exhibit to the Annual
  Report on Form 20-F filed in May 2004.

C.           Principal
  Accountant Fees and Services

The following table presents the aggregate fees for professional
  services and other services rendered by KPMG LLP to the Company in 2004. No
  comparative is presented as 2004 was the first year that KPMG LLP served as
  auditors of the Company.

|Service       | Fees in fiscal 2004
|------------- | -------------------
|Audit         | $ 
      105,480   
|Audit-related | $ 
      nil       
|Tax           | $  16,000          
|Other         | nil                
|              | $121,480           

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- 83 -

|1. | Audit fees consist of fees billed for the annual
        audit services engagement and other audit services, which are those services
        that only the Company's external auditor reasonably can provide, and include
        audits, comfort letters and consents, attest services, and services associated
        with the filing of documents with regulatory authorities.         
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Audit-related
        fees consist of fees billed for assurance and related services that are
        reasonably related to the performance of the audit or review of the Company's
        financial statements or that are traditionally performed by the external
        auditor, and include consultations related to financial accounting and
        reporting matters and standards.
|  
|3. | Tax fees include fees billed for tax compliance
        services, advice on original and amended tax returns and claims for refund,
        tax consultations (such as assistance in connection with tax audits and
        appeals), tax advice related to mergers and acquisitions, transfer pricing,
        tax planning services and expatriate tax planning and services.             

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

D.           Exemptions
  from Listing Standards for Audit Committees

Not applicable.

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

None.

|
|

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- 84 -

PART III



|
|

---

- 85 -

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

The following attached financial statements are incorporated herein:

| | 1. | Report of the Independent Registered Public Accounting
        Firm (KPMG LLP) on the consolidated balance sheet as at December 31, 2004
        and the consolidated statements of operations and deficit, and cash flows
        for the fourteen months ended December 31, 2004.                                                  
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                      
| | 2. | Report of the Independent Registered Public Accounting
        Firm (De Visser Gray, Chartered Accountants) on the consolidated balance
        sheets as at October 31, 2003 and 2002 and the consolidated statements
        of operations and deficit, and cash flows for the years ended October
        31, 2003, 2002 and 2001.
| |    |                                                                                                                                                                                                                                                                                                                                      
| | 3. | Consolidated balance sheets as at December 31, 2004,
        and October 31, 2003;                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                      
| | 4. | 4. Consolidated statements of operations and deficit
        for the fourteen months ended December 31, 2004 and years ended October
        31, 2003 and 2002;                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                      
| | 5. | Consolidated statements of operations and deficit
        for the two months ended December 31, 2004 and 12 months ended October
        31, 2004;                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                      
| | 6. | Consolidated statements of cash flows for the periods
        referred to in (3) above;                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                      
| | 7. | Notes to the consolidated financial statements;                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                      
| | 8. | Unaudited financial
      statements in respect of the twelve months ended October 31, 2004;                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                      
| | 9. | Unaudited financial
      statements in respect of the two months ended December 31, 2004.                                                                                                                                                                                                                                           



|
|

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- 86 -

|ITEM
      18       FINANCIAL STATEMENTS
|----------------------------------------

Not Applicable. See Item 17.

|
|

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- 87 -

|ITEM
      19       EXHIBITS
|----------------------------

The following exhibits which are incorporated by reference herein have been
  filed with previously-filed Form 20-F Annual Report:

|1  | Articles of the Company.
        Incorporated by reference to Anooraq’s Annual Report on Form 20-F
        for the year ended October 31, 2000.                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|4A | Joint Venture Agreement between PPL and Plateau
        dated November 25, 2003.
        Incorporated by reference to Anooraq’s Annual Report on Form 20-F
        for the year ended October 31, 2003    
|  
|4A | Share Exchange Agreement between Pelawan and Anooraq
        dated January 21, 2004.
        Incorporated by reference to Anooraq’s Annual Report on Form 20-F
        for the year ended October 31, 2003
|  
|11 | Code of Ethics.
        Incorporated by reference to Anooraq’s Annual Report on Form 20-F
        for the year ended October 31, 2003                                                                     

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

|4A.1 | Shareholders Agreement
      between Pelawan, Anooraq and the Pelawan Trust made as of September 19,
      2004                                                                                                                                                                                                              
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12.1 | Rule 13a-14(a) Certification of
      CEO (Section 302)                                                                                                                                                                                                                                                                      
|12.2 | Rule 13a-14(a)
      Certification of CFO (Section 302)                                                                                                                                                                                                                                                                      
|13.1 | Rule 13a-14(b) Certification of
      CEO (Section 906)                                                                                                                                                                                                                                                                      
|13.2 | Rule 13a-14(b)
      Certification of CFO (Section 906)                                                                                                                                                                                                                                                                      
|15.1 | Consent of Expert – David
      Reeves                                                                                                                                                                                                                                                                                       
|15.2 | Consent of Expert
      – David Stone                                                                                                                                                                                                                                                                                        
|15.3 | Consent of Expert – Thomas
      Tulp                                                                                                                                                                                                                                                                                        
|15.4 | Consent of Expert
      – Deon van der Heever                                                                                                                                                                                                                                                                                
|15.5 | Consent of tax reviewer                                                                                                                                                                                                                                                                                                      
|15.6 | Financial statements
      in respect of the 14 month fiscal year ended December 31, 2004                                                                                                                                                                                                                                    
|15.7 | Financial statements in respect
      of the 12 months ended October 31, 2004                                                                                                                                                                                                                                                
|15.8 | Financial statements
      in respect of the 2 months ended December 31, 2004                                                                                                                                                                                                                                                
|15.9 | Report
      of the Independent Registered Public Accounting Firm (De Visser Gray, Chartered
      Accountants) on the consolidated balance sheets as at October 31, 2003 and
      2002 and the consolidated statements of operations and deficit, and cash
      flows for the years ended October 31, 2003, 2002 and 2001.

SIGNATURES

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

|ANOORAQ RESOURCES CORPORATION |                                       
|----------------------------- | --------------------------------------
|                              |                                       
|                              |                                       
|Per:                          |                                       
|                              | /s/ Jeffrey R. Mason                  
|                              | JEFFREY R. MASON                      
|                              | Chief Financial Officer, and Secretary
|                              |                                       
|DATED:                        | July
      15, 2005                   

---