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**CERTIFICATION**

I, Jeffrey R. Mason, certify that:

| 1.     | I have reviewed this annual report on Form 20-F/A      of Anooraq Resources Corporation;                                                                                                                                                                                                                                                                            |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                |
| 2.     | Based on my knowledge, this        report does not contain any untrue statement of a material fact or omit        to state a material fact necessary to make the statements made, in light        of the circumstances under which such statements were made, not misleading        with respect to the period covered by this report;                              |
|   |                                                                                                                                                                                                                                                                                                                                                                |
| 3.     | Based on my knowledge, the        financial statements, and other financial information included in this        report, fairly present in all material respects the financial condition,        results of operations and cash flows of the company as of, and for, the        periods presented in this report;                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                |
| 4.     | The company’s other        certifying officer(s) and I are responsible for establishing and maintaining        disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)        and 15d-15(e)) and internal control over financial reporting (as defined        in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
|   |                                                                                                                                                                                                                                                                                                                                                                |   |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                 | Designed such disclosure controls and procedures,        or caused such disclosure controls and procedures to be designed under        our supervision, to ensure that material information relating to the company,        including its consolidated subsidiaries, is made known to us by others        within those entities, particularly during the period in which this report        is being prepared; |
|   |                                                                                                                                                                                                                                                                                                                                                                |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                 | Designed such internal control over financial reporting,        or caused such internal control over financial reporting to be designed        under our supervision, 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; |
|   |                                                                                                                                                                                                                                                                                                                                                                |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                 | Evaluated the effectiveness of the company’s        disclosure controls and procedures and presented in this report our conclusions        about the effectiveness of the disclosure controls and procedures, as        of the end of the period covered by this report based on such evaluation;        and |
|   |                                                                                                                                                                                                                                                                                                                                                                |   |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                 | Disclosed in this report any change in the company’s internal control      over financial reporting that occurred during the period covered by the      annual report that has materially affected, or is reasonably likely to materially      affect, the company’s internal control over financial reporting; and |
|   |                                                                                                                                                                                                                                                                                                                                                                |
| 5.     | The company’s other        certifying officer(s) and I have disclosed, based on our most recent evaluation        of internal control over financial reporting, to the company’s auditors        and the audit committee of the company’s board of directors (or        persons performing the equivalent functions):                             |
|   |                                                                                                                                                                                                                                                                                                                                                                |   |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                 | All significant deficiencies and material weaknesses        in the design or operation of internal control over financial reporting        which are reasonably likely to adversely affect the company’s ability        to record, process, summarize and report financial information; and |
|   |                                                                                                                                                                                                                                                                                                                                                                |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                 | Any fraud, whether or not material, that involves        management or other employees who have a significant role in the company’s        internal control over financial reporting. |

| Date:       | October 15, 2005                                                             |
|-------------|------------------------------------------------------------------------------|
| Signature** | */s/ Jeffrey R. Mason         * |

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