---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549

FORM 20-F**/A Amendment No. 2**

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

OR

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

For the Fiscal year ended December 31, 2007

OR

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

OR

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

For the transition period from _______________to
_______________

Commission file number 0-30622

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

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

BRITISH COLUMBIA, CANADA(Jurisdiction of
incorporation or organization)

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

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

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- 2 -

|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 Registrants only class of
common as of December 31, 2007:

185,208,607 Common Shares

and the number of outstanding common shares as of
June 25, 2008 is 185,230,007

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

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

Indicate by check mark whether Registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 126-2 of the Exchange
Act. (check one):Large accelerated Filer [    
]          Accelerated Filer [ X
]          Non-accelerated Filer
[     ]

Indicate by check mark which financial statement item Registrant
has elected to follow: Item 17 [ X
]          Item 18
[     ]

If this is an annual report, indicate by check mark whether
Registrant is a shell company (as defined in Rule 126-2 of the Exchange
Act.Yes [    
]          No [ X ]

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

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

NOT APPLICABLE

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- 3 -

CURRENCY AND EXCHANGE RATES

All monetary amounts contained in this Annual Report are,
unless otherwise indicated, expressed in Canadian Dollars. On June 25, 2008, the
Federal Reserve noon rate for Canadian Dollars was USD1.00: CAD 1.0135 (see Item
3  "Key Information" for further historical exchange rate information).

**EXPLANATORY  NOTE**

Explanation of amendments to Anooraq Resources Corporation
  Annual Report on Form 20-F/A for the fiscal year ended December 31, 2007:

The Report
  of The Independent Registered Public Accounting Firm (the “Report”)
  on the Company’s consolidated financial statements as at December 31,
  2007 and 2006 and for each of the years in the three-year period ended December
  31, 2007, included in the original Annual Report on Form 20-F filed on EDGAR
  on July 15, 2008, unnecessarily contained an explanatory paragraph, which our
  auditor has removed in their Report included in the Annual Report on Form 20-F/A
  Amendment No. 1 filed on August 20, 2008. All other financial and other information
  contained in the originally filed Annual Report on Form 20-F remains unchanged.

The certifications
  filed with the Company’s Annual Report on Form 20-F were not in the exact
  form required as set forth in Item 601(b)(31) of Regulation S-K. The revised
  certificates have been included in the Annual Report on Form 20-F/A Amendment
  No. 2 filed on September 24, 2008. All other financial and other information
  contained in the originally filed Annual Report on Form 20-F remains unchanged.

---

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

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

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- 2 -

PART
  1

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

Anooraq uses the Canadian dollar as its reporting currency.
  All references in this document to "dollars" or "$" are
  expressed in Canadian dollars, unless otherwise indicated. On June 25, 2008
  the Federal Reserve noon rate for Canadian dollars was USD1.00 to CAD1.0135.
  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 25, 2008 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/A  for the fiscal year ended December 31, 2007.

FORWARD LOOKING STATEMENTS

This Annual Report on Form 20-F/A  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 be 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 potential acquisitions, 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
- misjudgments in the course of preparing forward-looking statements.

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- 3 -

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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- 4 -

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

Certain terms used herein are defined as follows:

AMEX
    The American Stock Exchange.Anglo Platinum
    Anglo Platinum 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 held on
      September 10, 2004, available on SEDAR at www.sedar.com.BEE
    Broad based black economic empowerment, as envisaged
      pursuant to the Mineral Development Act and related legislation and
      guidelines, being a strategy aimed at substantially increasing
      participation by HDPs at all levels in the economy of South Africa. BEE is
      aimed at redressing the imbalances of the past caused by the Apartheid
      system in South Africa, by seeking to substantially and equitably increase
      the ownership and management of South Africas resources by the majority
      of its citizens and so ensure broader and more meaningful participation in
      the economy by HDPs.BEE Warrants
    The warrants for the issue of 167 million Anooraq common
      shares, issued by the Company to the Pelawan Trust pursuant to the
      settlement agreement with Pelawan dated as of December 28, 2006.Charter
    The Broad Based Socio-Economic Empowerment Charter for
      the South African mining industry, signed by the DME, the South African
      Chamber of Mines and others on October 11, 2002.DME
    The Government of South Africa acting through the
      Minister of Minerals and Energy and the Department of Minerals and Energy
      and their respective successors.Ga-Phasha Project
    The Ga-Phasha PGM project, a BEE joint venture located on
      the Eastern Limb of the Bushveld Complex in South Africa, on the
      Paschaskraal, Klipfontein, Avoca and De Kamp farms.HDSI
    Hunter Dickinson Services 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, and includes certain trusts and
      companies in which such persons have interests, as contemplated in the
      Holdco Shareholders Agreement.Holdco
    Richtrau No. 179 (Proprietary) Limited, a private company
      incorporated under the laws of South Africa which will be renamed Bokoni
      Platinum Holdings (Proprietary) Limited following completion of the Lebowa
      TransactionHoldco Shareholders
      Agreement
    The shareholders agreement entered into between Plateau,
      RPM and Holdco dated March 28, 2008, to govern the relationship between
      Plateau and RPM as shareholders of Holdco.


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- 5 -

Lebowa Transaction
    The transaction pursuant to which the Company will
      acquire an effective 51% interest in Lebowa platinum mine and an
      additional 1% interest in the Ga- Phasha, Boikgantsho and Kwanda joint
      ventures pursuant to the acquisition by Plateau of 51% of the shares in,
      and claims on shareholders loan account against, Holdco, which will, upon
      implementation of the transaction, own 100% of Lebowa Platinum Mines
      Limited, Micawber, Boikgantsho Platinum Mine (Proprietary) Limited, Kwanda
      Platinum Mine (Proprietary) Limited, and Richtrau No. 179 (Proprietary)
      Limited, for an aggregate cash consideration of ZAR3.6 billion.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 Exchange
      Agreement
    The Share Exchange Agreement between Pelawan and Anooraq
      made as of January 21, 2004 and as amended from time to time.Pelawan RTO Shareholders
      Agreement
    The Shareholders Agreement between Pelawan, Anooraq and
      the Pelawan Trust made as of September 19, 2004.Pelawan Trust
    The independent South African trust established in
      accordance with a trust deed dated September 2, 2004, the trustees of
      which are Deneys Reitz Trustees (Proprietary) Limited, Tumelo Motsisi and
      Asna Chris Harold Motaung.PGM
    Platinum Group Metals include platinum, palladium,
      rhodium and others. PGM are generally accompanied by gold so in this
      report, 3PGM means platinum, palladium and gold and 4PGM means platinum,
      palladium, rhodium and gold.Plateau
    Plateau Resources (Proprietary) Limited, a corporation
      incorporated under the laws of South Africa, being an indirect wholly
      owned subsidiary of Anooraq.Platreef Properties
    The Platreef PGM properties located on the Northern Limb
      of the Bushveld Complex in South Africa, which includes the Kwanda JV, the
      Boikgantsho JV, and Rietfontein projects, and the 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.RTO
    Reverse Take-Over whereby Pelawan acquired a controlling
      share of Anooraq Resources as a result of the Pelawan Shareholders
      Agreement between Pelawan, Anooraq and the Pelawan Trust made as of
      September 19, 2004.Royalty Bill
    The third draft of the Mineral and Petroleum Resources
      Royalty Bill, placed before the parliament of South Africa as a money
      bill by the South African Minister of Finance on December 6, 2007, in
      relation to proposed royalties to be levied by the state in respect of
      mineral resources.RPM
    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.


---

- 6 -

TSXV
    TSX
      Venture Exchange Inc.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.


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- 7 -

Resource Category (Classification) Definitions

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


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- 8 -

(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 Annual Report, "mineral resources" are as
      defined in NI 43-101.


Currency and Measurement

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

Conversion of metric units into imperial equivalents is as
follows:

Metric Units
    Multiply by
    Imperial Unitshectares
    2.471
    = acresmeters
    3.281
    = feetkilometers
    0.621
    = miles (5,280 feet)grams
    0.032
    = ounces (troy)tonnes
    1.102
    = tons (short) (2,000 lbs)grams/tonne
    0.029
    = ounces (troy)/ton


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- 9 -

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

Not applicable.

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- 10 -

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

Not applicable.

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- 11 -

|       |                      
|------ | ---------------------
|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 fiscal years ended December 31, 2007, 2006, 2005 and the
fourteen month fiscal year ended December 31, 2004, and by its former
independent registered public accounting firm, De Visser Gray, Chartered
Accountants, for the previous fiscal year. The financial statements have been
prepared in accordance with Canadian generally accepted accounting principles
("Canadian GAAP"). Note 13 to the financial statements included herein provides
descriptions of the material measurement differences between Canadian GAAP and
United States generally accepted accounting principles ("US GAAP") as they
relate to the Company and a reconciliation to US GAAP of the Company's financial
statements.

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

CONSOLIDATED BALANCE SHEET DATA(in thousands of Canadian
dollars)

|                           |   | As at        |  
|-------------------------- | - | ------------ | -
|CANADIAN GAAP              |   | December 31, |  
|                           |   | 2007         |  
|Period End
      Balances  |   |              |  
|Total assets               | $ | 16,953       |  
|Total liabilities          |   | 12,220       |  
|Share capital and          |   |              |  
|contributed surplus        |   | 65,110       |  
|Deficit                    |   | (60,376      | )
|Working capital            |   | 5,356        |  
|Equipment, net             |   | 105          |  
|Mineral property interests |   | 9,079        |  
|Shareholders' equity       |   | 4,734        |  
|                           |   |              |  
|Number of shares           |   |              |  
|outstanding                |   | 185,208,607  |  

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- 12 -

|US GAAP                    |   | December
      31, |   |   | December
      31, |   |   | December
      31, |   |   | December
      31, |   |   | December    |   |   | October
      31, |  
|-------------------------- | - | ------------------ | - | - | ------------------ | - | - | ------------------ | - | - | ------------------ | - | - | ----------- | - | - | ----------------- | -
|                           |   | 2007               |   |   | 2006               |   |   | 2005               |   |   | 2004               |   |   | 31, 2003    |   |   | 2003              |  
|Period End
      Balances  |   |                    |   |   |                    |   |   |                    |   |   |                    |   |   | (unaudited) |   |   |                   |  
|Total assets               | $ | 17,227             |   | $ | 21,829             |   | $ | 13,836             |   | $ | 24,480             |   | $ | 30,991      |   | $ | 9,857             |  
|Total liabilities          |   | 12,493             |   |   | 12,853             |   |   | 379                |   |   | 1,413              |   |   | 179         |   |   | 528               |  
|Share capital and          |   |                    |   |   |                    |   |   |                    |   |   |                    |   |   |             |   |   |                   |  
|contributed surplus        |   | 65,110             |   |   | 55,056             |   |   | 55,032             |   |   | 52,338             |   |   | 48,283      |   |   | 25,573            |  
|Deficit                    |   | (60,376            | ) |   | (46,080            | ) |   | (41,575            | ) |   | (29,271            | ) |   | (17,471     | ) |   | (16,244           | )
|Working capital            |   | 5,356              |   |   | 12,143             |   |   | 4,781              |   |   | 14,375             |   |   | 26,599      |   |   | 5,112             |  
|Equipment, net             |   | 105                |   |   | 73                 |   |   | 174                |   |   | 198                |   |   | 13          |   |   | 17                |  
|Mineral property interests |   | 9,079              |   |   | 8,241              |   |   | 8,502              |   |   | 8,494              |   |   | 4,200       |   |   | 4,200             |  
|Shareholders' equity       |   | 4,734              |   |   | 8,976              |   |   | 13,457             |   |   | 23,067             |   |   | 30,812      |   |   | 9,329             |  
|                           |   |                    |   |   |                    |   |   |                    |   |   |                    |   |   |             |   |   |                   |  
|Number of shares           |   |                    |   |   |                    |   |   |                    |   |   |                    |   |   |             |   |   |                   |  
|outstanding                |   | 185,208,607        |   |   | 148,220,407        |   |   | 148,220,407        |   |   | 148,020,407        |   |   | 54,009,607  |   |   | 40,164,172        |  

No dividends have been declared.

CONSOLIDATED STATEMENT OF OPERATIONS DATA(in thousands
of Canadian dollars)

|CANADIAN GAAP              |   |             |   |   |             |   |   |             |   |   |             |   |   |                |   |   |            |  
|-------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | -------------- | - | - | ---------- | -
|                           |   | 12 months   |   |   | 12 months   |   |   | 12 months   |   |   | 14 months   |   |   | 2 months ended |   |   | 12 months  |  
|                           |   | ended       |   |   | ended       |   |   | ended       |   |   | ended       |   |   | December 31    |   |   | ended      |  
|Statement of               |   | December 31 |   |   | December 31 |   |   | December 31 |   |   | December 31 |   |   | 2003           |   |   | October 31 |  
|Operations Data            |   | 2007        |   |   | 2006        |   |   | 2005        |   |   | 2004        |   |   | (unaudited)    |   |   | 2003       |  
|Investment and other       |   |             |   |   |             |   |   |             |   |   |             |   |   |                |   |   |            |  
|income                     | $ | 800         |   | $ | 118         |   | $ | 120         |   | $ | 486         |   | $ | 24             |   | $ | 46         |  
|General and administrative |   |             |   |   |             |   |   |             |   |   |             |   |   |                |   |   |            |  
|expenses                   |   | 12,727      |   |   | 3,856       |   |   | 6,469       |   |   | 4,612       |   |   | 387            |   |   | 1,903      |  
|Exploration expenditures   |   | 2,369       |   |   | 767         |   |   | 5,955       |   |   | 8,901       |   |   | 864            |   |   | 1,973      |  
|Loss                       |   | (14,296     | ) |   | (4,505      | ) |   | (12,304     | ) |   | (13,027     | ) |   | (1,227         | ) |   | (3,829     | )
|Loss per common share      |   | (0.08       | ) |   | (0.03       | ) |   | (0.08       | ) |   | (0.18       | ) |   | (0.03          | ) |   | (0.11      | )
|                           |   |             |   |   |             |   |   |             |   |   |             |   |   |                |   |   |            |  
|                           |   |             |   |   |             |   |   |             |   |   |             |   |   |                |   |   |            |  
|US GAAP                    |   |             |   |   |             |   |   |             |   |   |             |   |   |                |   |   |            |  
|                           |   | 12 months   |   |   | 12 months   |   |   | 12 months   |   |   | 14 months   |   |   | 2 months ended |   |   | 12 months  |  
|                           |   | ended       |   |   | ended       |   |   | ended       |   |   | ended       |   |   | December 31    |   |   | ended      |  
|Statement of               |   | December 31 |   |   | December 31 |   |   | December 31 |   |   | December 31 |   |   | 2003           |   |   | October 31 |  
|Operations Data            |   | 2007        |   |   | 2006        |   |   | 2005        |   |   | 2004        |   |   | (unaudited)    |   |   | 2002       |  
|Investment and other       |   |             |   |   |             |   |   |             |   |   |             |   |   |                |   |   |            |  
|income                     | $ | 800         |   | $ | 118         |   | $ | 120         |   | $ | 486         |   | $ | 24             |   | $ | 46         |  
|General and administrative |   |             |   |   |             |   |   |             |   |   |             |   |   |                |   |   |            |  
|expenses                   |   | 12,727      |   |   | 3,856       |   |   | 6,469       |   |   | 4,612       |   |   | 387            |   |   | 1,903      |  
|Exploration expenditures   |   | 2,369       |   |   | 767         |   |   | 5,955       |   |   | 8,901       |   |   | 864            |   |   | 1,973      |  
|Loss                       |   | (14,296     | ) |   | (4,505      | ) |   | (12,304     | ) |   | (13,027     | ) |   | (1,227         | ) |   | (3,829     | )
|Loss per common share      |   | (0.08       | ) |   | (0.03       | ) |   | (0.08       | ) |   | (0.18       | ) |   | (0.03          | ) |   | (0.11      | )

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

---

- 13 -

Annual Exchange Rates

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

USD/CAD

|                          |  | 12 months   |  |  | 12 months   |  |  | 12 months   |  |  | 14 months  |  |  | 12 months  | 
|------------------------- |  | ----------- |  |  | ----------- |  |  | ----------- |  |  | ---------- |  |  | ---------- | 
|                          |  | ended       |  |  | ended       |  |  | ended       |  |  | ended      |  |  | ended      | 
|                          |  | December 31 |  |  | December 31 |  |  | December 31 |  |  | October 31 |  |  | October 31 | 
|Fiscal period
      ended |  | 2007        |  |  | 2006        |  |  | 2005        |  |  | 2004       |  |  | 2003       | 
|End of Period             |  | 0.99        |  |  | 1.17        |  |  | 1.16        |  |  | 1.20       |  |  | 1.32       | 
|Average for Period        |  | 1.08        |  |  | 1.13        |  |  | 1.21        |  |  | 1.30       |  |  | 1.44       | 
|High for Period           |  | 1.19        |  |  | 1.17        |  |  | 1.27        |  |  | 1.38       |  |  | 1.54       | 
|Low for Period            |  | 0.92        |  |  | 1.09        |  |  | 1.15        |  |  | 1.20       |  |  | 1.32       | 

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 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

|                   |  | 12 months   |  |  | 12 months   |  |  | 12 months   |  |  | 14 months   |  |  | 12 months  |  |  | 12 months  | 
|------------------ |  | ----------- |  |  | ----------- |  |  | ----------- |  |  | ----------- |  |  | ---------- |  |  | ---------- | 
|                   |  | ended       |  |  | ended       |  |  | ended       |  |  | ended       |  |  | ended      |  |  | ended      | 
|Fiscal period      |  | December 31 |  |  | December 31 |  |  | December 31 |  |  | December 31 |  |  | October 31 |  |  | October 31 | 
|ended              |  | 2007        |  |  | 2006        |  |  | 2005        |  |  | 2004        |  |  | 2003       |  |  | 2002       | 
|End of Period      |  | 0.145       |  |  | 0.165       |  |  | 0.184       |  |  | 0.213       |  |  | 0.192      |  |  | 0.156      | 
|Average for Period |  | 0.152       |  |  | 0.169       |  |  | 0.191       |  |  | 0.202       |  |  | 0.181      |  |  | 0.147      | 
|High for Period    |  | 0.169       |  |  | 0.195       |  |  | 0.213       |  |  | 0.222       |  |  | 0.202      |  |  | 0.168      | 
|Low for Period     |  | 0.142       |  |  | 0.142       |  |  | 0.175       |  |  | 0.178       |  |  | 0.156      |  |  | 0.117      | 

Monthly Exchange Rates

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

USD/CAD

|                          |  | January |  |  | February |  |  | March  |  |  | April  |  |  | May    |  |  | June   | 
|------------------------- |  | ------- |  |  | -------- |  |  | ------ |  |  | ------ |  |  | ------ |  |  | ------ | 
|                          |  | 2008    |  |  | 2008     |  |  | 2008   |  |  | 2008   |  |  | 2008   |  |  | 2008   | 
|Low for the period        |  | 0.9909  |  |  | 0.9765   |  |  | 0.9844 |  |  | 1.0014 |  |  | 0.9841 |  |  | 1.0032 | 
|High for the
      period |  | 1.0329  |  |  | 1.0171   |  |  | 1.0265 |  |  | 1.0234 |  |  | 1.0193 |  |  | 0.9690 | 

---

- 14 -

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 into South African Rand in effect for the
following months.

CAD/ZAR

|                          |  | January |  |  | February |  |  | March  |  |  | April  |  |  | May    |  |  | June   | 
|------------------------- |  | ------- |  |  | -------- |  |  | ------ |  |  | ------ |  |  | ------ |  |  | ------ | 
|                          |  | 2008    |  |  | 2008     |  |  | 2008   |  |  | 2008   |  |  | 2008   |  |  | 2008   | 
|Low for the period        |  | 0.1344  |  |  | 0.1265   |  |  | 0.1222 |  |  | 0.1269 |  |  | 0.1279 |  |  | 0.1259 | 
|High for the
      period |  | 0.1514  |  |  | 0.1341   |  |  | 0.1275 |  |  | 0.1347 |  |  | 0.1348 |  |  | 0.1307 | 

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

Not applicable.

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

Not applicable.

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

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

The Company faces risks in executing its business plan and
achieving revenues. The following risks are material risks that the Company
faces. The Company also faces the risks identified elsewhere in this Annual
Report. 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

---

- 15 -

(which can be cyclical), and government regulations, including
those relating to prices, taxes, royalties, land tenure, land use, importing and
exporting of minerals and necessary supplies and environmental protection. The
complete effect of these factors, either alone or in combination, cannot be
entirely predicted, and their impact may result in Anooraq not receiving an
adequate return on invested capital.

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

No Ore

The Platreef Properties and the Ga-Phasha Project are in the
exploration as opposed to the development stage and have no known body of
economic mineralization. The known mineralization at these projects has not been
determined to be ore. Although the Company believes that exploration data
available is encouraging, particularly in respect to the Platreef Properties and
Ga-Phasha projects, there can be no assurance that commercially mineable ore
bodies exist. There is no certainty that any expenditure made in the exploration
of the Companys mineral properties will result in discoveries of commercially
recoverable quantities of ore. 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 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, world supply of PGM and stability of exchange
rates can all cause fluctuations in these prices. Such external economic factors
are in turn influenced by changes in international investment patterns, 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 Lebowa Transaction and further development and exploration
of the various mineral properties in which Anooraq holds interests is dependent
upon Anooraqs ability to obtain financing through any or all of the joint
venturing of projects, debt financing, equity financing or other means. There is
no assurance that Anooraq will be successful in obtaining the required
financing.

Mining

Mining operations generally involve a high degree of risk.
Anooraqs operations are subject to all the hazards and risks normally
encountered in the exploration, development and production of minerals. These
include unusual and unexpected geological formations, rock falls, flooding and
other conditions involved in the drilling and removal of material, any of which
could result in damage to, or destruction of,

---

- 16 -

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 would have a material
adverse effect on Anooraqs business and results of operation and financial
condition.

Government Regulation

The exploration and mining activities of Anooraq are subject to
various South African national, provincial and local laws governing prospecting,
development, production, taxes, royalties, labour standards and occupational
health, mine safety, toxic substances and other matters. Exploration 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 2003, the South African government presented the South
African Parliament with the Royalty Bill, which proposed a royalty payable to
the South African government for mineral production. In September 2006, the
South African government issued a proposal to alter the proposed royalty rates,
and a third draft of the Bill was placed before parliament on December 6, 2007,
which confirms gross sales as the tax base but allows for deductions for
beneficiation related expenses. The legislation has not yet been passed but is
scheduled to become effective in 2009. It is currently not certain what the Act
of Parliament resulting from the Royalty Bill will contain and what the effect
of any resulting legislation will be. Due to this uncertainty, the Company is
unable to definitively assess the impact thereof on its future operations. The Company
may be adversely affected, as increased royalty fees may reduce the viability of
the Companys projects.

South African Government Empowerment
Initiatives

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

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

---

- 17 -

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 operations and
financial condition.

Joint Venture Risks

Anooraq holds the bulk of its assets in the form of
participation interests of 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 5, "The Platreef Properties  Location and Property Description -
Rietfontein Block" for a discussion of a current dispute with a joint venture
partner.

Title Matters

While Anooraq has no reason to believe that the 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.

The Corporations mineral properties are subject to land
claims which may adversely impact the Corporations mineral rights

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

Insurance and Uninsured Risks

Anooraqs exploration operations are subject to a number of
risks and hazards generally, including adverse environmental conditions,
industrial accidents, labour disputes, unusual or unexpected geological
conditions, ground or slope failures, cave-ins, changes in the regulatory
environment and natural phenomena such as inclement weather conditions, floods
and earthquakes. Such occurrences could result

---

- 18 -

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 to be reasonable, its insurance may 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

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

South Africa has recently undergone major constitutional
changes to effect majority rule, and mineral title. Accordingly, many applicable
laws are relatively new, resulting in risks such as possible misinterpretation
of new laws, unilateral modification of mining or exploration rights, operating
restrictions, increased taxes, environmental regulation, mine safety and other
risks arising out of a new sovereignty over mining, any or all of which could
have an adverse impact upon Anooraq. Anooraqs operations may also be affected
in varying degrees by political and economic instability, power interruptions,
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 investment,
maintenance of claims, environmental legislation, land use, land claims of local
people, water use and mine safety.

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

---

- 19 -

present properties, but also on its ability to select and
acquire suitable producing properties or prospects for mineral exploration.
There is no assurance that Anooraq will continue to be able to compete
successfully with its competitors in acquiring such properties or prospects.

Environmental Risks

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

Dependence on Key Personnel

Anooraq is dependent on a relatively small number of key
employees, the loss of any of whom may have an adverse effect on Anooraq.
HIV/AIDS is prevalent in Southern Africa. Employees or contractors of the
Company may have or could contract this potentially deadly virus. There has been
a steady emigration of skilled personnel from Southern Africa in recent years.
Generally, the prevalence of HIV/AIDS could cause lost employee man-hours and
the emigration of skilled employees could adversely affect Anooraqs ability to
retain its employees.

Exchange Rate Fluctuations

Anooraq conducts operations in currencies other than Canadian
dollars. The Company maintains most of its working capital in South African
Rands (ZAR) or ZAR-denominated securities and converts its Canadian funds to
foreign currencies, predominantly South African Rand, as certain payment
obligations become due. The Company does not hedge the Companys foreign
currency exposure. Accordingly, the Company is subject to fluctuations in the
rates of currency exchange between the Canadian dollar and these foreign
currencies, and these fluctuations could materially affect its financial
position and results of operations.

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

Foreign Subsidiaries

Anooraq conducts operations through foreign subsidiaries and
joint ventures, and substantially all of its assets are held in such entities.
Accordingly, any limitation on the transfer of cash or other assets between the
parent corporation and such entities, or among such entities, could restrict
Anooraqs ability to fund

---

- 20 -

its operations efficiently or its ability to transfer funds
between the various entities of the corporation. Any such limitations, or the
perception that such limitations may exist in the future, could have an adverse
impact upon Anooraqs valuation and stock price.

Anooraq Has No History of Earnings and No Foreseeable
Earnings

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

Going Concern Assumption

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

Anooraqs Share Price is Volatile

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

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

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

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- 21 -

Significant Potential Equity Dilution

As at June 25, 2008 there were 7,670,000 options of Anooraq
outstanding, of which all the options were in-the-money. Furthermore, subject to
the settlement agreement with Pelawan dated as of December 28, 2006, the Company
issued to the Pelawan Trust the BEE Warrants for the issue of 167 million
Anooraq common shares. The BEE Warrants were exercisable until December 31, 2008
at the higher of (a) $1.35 if exercised on or before December 31, 2007 or $1.48
if exercised after December 31, 2007 or (b) at a price that is 50% less than the
price per Anooraq common share payable by arms length parties under an equity
financing undertaken by the Company that either raises an amount of at least
$98,400,000 or is undertaken pursuant to a material transaction. On December 20,
2007, the Pelawan Trust exercised the BEE Warrants pursuant to an amended
exercise procedure, by depositing an escrowed amount equal to the aggregate
exercise price for the BEE Warrants (CAD 225 million or ZAR 1.586 billion) into
an interest bearing account with Rand Merchant Bank (RMB), to be released
pursuant to a deposit account agreement between RMB, Pelawan and Anooraq upon
the satisfaction of certain release conditions. The Anooraq common shares
underlying the BEE Warrants will be issued to the Pelawan Trust upon receipt by
the Company of the exercise price per common share, plus the interest accrued
thereon up to the date of release. The exercise of the outstanding options and
the issue of the Anooraq common shares underlying the BEE Warrants will result
in the issue by Anooraq of additional common shares and the unrestricted resale
of these additional common shares may have a depressing effect on the current
trading price of Anooraq's common shares.

Possible failure to complete the Lebowa
Transaction

The Lebowa Transaction is subject to certain conditions and to
normal commercial risks that the transaction may not be completed on the terms
negotiated or at all. If closing of the Lebowa Transaction does not take place
as contemplated, the Company could suffer adverse consequences, including the
forfeiture of deposits or the loss of investor confidence.

Possible failure to realize anticipated benefits of the
Lebowa Transaction

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

Operational and resources and reserves risks relating to
the Assets

The risk factors set forth herein relating to the mining
business and the operations and reserves of the Company apply equally in respect
of the assets that the Company intends to acquire pursuant to the Lebowa
Transaction. In particular, the resources and reserve information contained in
the technical report prepared by Snowden in respect of such assets is only an
estimate of actual production from, and ultimate resources and reserves of,
those properties. Reserves of those properties may be greater or less than the
estimates contained in such report.

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Risks related to the acquisition of mining
properties

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

Although title and environmental reviews are conducted prior to
any purchase of resource assets, such reviews cannot guarantee that any
unforeseen defects in the chain of title will not arise to defeat the Companys
title to certain assets or those environmental defects or deficiencies do not
exist. Such deficiencies or defects could reduce the amounts distributable to
shareholders, and could result in a reduction of capital.

Provisions in favour of Anglo Platinum in the Acquisition
Agreements may adversely affect the Companys interest in Lebowa and the Other
Assets

The Holdco Shareholders Agreement places a variety of
restrictions on Plateau, its subsidiaries and its controlling shareholders which
are designed to safeguard the HDP status of Holdco for an initial period, and at
all times to provide Anglo Platinum with a degree of control, independent of BEE
considerations, over who is the ultimate controlling shareholder of Holdco.
Anooraq has given certain undertakings to Anglo Platinum in relation to the
maintenance of its status as an HDP controlled company. If a breach of these
undertakings occurs and Pelawan fails to remedy or cure (as such terms are
defined in the Holdco Shareholders Agreement) such breach within the periods
specified in the Holdco Shareholders Agreement, then RPM may compel Plateau to
sell its interests in Holdco to another HDP at the best possible price in the
circumstances. Such a forced sale may affect the market price of the Companys
Common Shares if the forced sale occurs at less than fair market value of
Plateaus interests or if the new HDP is not viewed favorably by the market.

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

If Plateau were forced to sell its interest in Holdco pursuant
to the minority protections in the Holdco Shareholders Agreement, such a sale
would have a materially adverse impact on the Companys financial condition,
cash flows and results of operations.

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

The Companys mineral projects are supplied with power from
Eskom, the South African national utility provider. Since mid-January 2008,
South Africa has been in the midst of an electrical energy supply crisis. This
crisis has arisen following an inconsistency between installed, available,
electrical generation capacity and rapidly growing demand. On January 29, 2008,
Eskom announced a three phase National

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- 23 -

Stabilisation Plan which focuses on both demand side management
and supply side stabilisation. Eskom will be moving through power rationing and
power conservation phases during 2008/09 which require a national consumption
reduction of 3,000 megawatts (MW). This has resulted in a planned load shedding
across the country, with effect from April 1, 2008, to ensure system stability.
The mining and industrial sectors have been operating under a 90% to 95% power
supply constraint, which is likely to remain in force for the remainder of 2008
and 2009 with a real likelihood of short duration outages during the 2008 winter
months. The first meaningful supply side increase from Eskom is anticipated to
occur in 2012 when the first phase of the new Medupi Power Station comes on
line. There can be no assurance that Eskom will deliver increased supply within
this timeline. The Company is currently investigating supplementary power
generation options and is taking steps to reduce its rate of electrical
consumption, however, there can be no assurance that the supply of electricity
from Eskom will be adequate or that the Company will be able to obtain
supplementary sources of power. If Eskom is not able to supply a sufficient
amount of electricity to the Companys mineral projects, this may have an
adverse impact on the Companys operations, which would have an adverse impact
on the Companys financial condition.

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- 24 -

|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 4th
Floor, 82 Grayston Drive, Sandton, Johannesburg, 2146, South Africa, telephone
(+2711) 883-0831 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
Properties (see Item 4D  "Further Particulars of Anooraq's Properties  The
Platreef Properties"). The Company has two active Cayman Islands subsidiaries,
N1C Resources Inc. ("N1C") and N2C Resources Inc. ("N2C"). These two
subsidiaries were incorporated on December 2, 1999 under the laws of the Cayman
Islands, and their use represents a common method for Canadian mining companies
to hold foreign resource assets. The Company holds 100% of the shares of N1C,
which in turn holds 100% of the N2C shares. N2C holds 100% of the shares of
Plateau, a private South African mining corporation purchased by Anooraq on
August 28, 2001. Plateau holds the legal rights to the mineral interests
("farms") comprising the Platreef Properties.

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 Limb of the "Bushveld Complex" and Pelawan's 50% participation interest
in the Ga-Phasha (previously known as "Paschaskraal") Project on the Eastern
Limb of the Bushveld in the Republic of South Africa. The Ga-Phasha Project,
located approximately 250 kilometers northeast of Johannesburg, has significant
mineral resources outlined as well as encouraging potential. The Ga-Phasha
Project 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 the Company, through its wholly owned subsidiary, Plateau. The Ga-Phasha
Project is a 50/50 joint venture between Anooraq's wholly owned South African
subsidiary, Plateau, and RPM, a wholly owned subsidiary of Anglo
Platinum, governed by, among other things, a shareholders' agreement relating to
Micawber entered into on September 22, 2004, (the Shareholders Agreement).

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- 25 -

Pursuant to the terms of the Pelawan RTO Share Exchange
Agreement, 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
totaling ZAR 15.7 million. The number of Consideration Shares issued took into
account the potential dilutive effect of financings expected to be undertaken in
the future to develop PGM mines, for example on the Ga-Phasha and the
Drenthe-North Overysel deposits, such that Pelawan's ownership (initially 63%)
of the issued and outstanding shares of Anooraq would remain at a certain
minimum level (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 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 Pelawan RTO Share Exchange Agreement provided that if any
financings in relation to the Ga-Phasha and Drenthe-Overysel (subsequently
renamed "Boikgantsho") Projects (the Projects) took place prior to a
particular date (the Finalization Date) and the shareholder dilution
associated with such financings caused Pelawans shareholding in Anooraq to fall
below a 52% minimum shareholding, Anooraq would issue additional common shares
to Pelawan in order to maintain that minimum. Such 52% minimum shareholding
allows for compliance with BEE equity requirements under South African mineral
legislation and was also a requirement of the South African Reserve Bank for
approving the transaction. Originally the Finalization Date was September 30,
2005 but that date, by agreement in November 2005 between Anooraq and Pelawan,
was extended to December 31, 2006.

The Pelawan RTO Share Exchange Agreement further provided that,
to the extent that no such dilutive financings actually took place by the
Finalization Date, certain dilutive financings would be deemed to have occurred
by that date. The purpose was to make allowance for the dilutive effect on
Pelawans shareholding of the anticipated financings for mine development of the
Projects and, in this way, safeguard the status of Anooraq as a BEE company. For
the purposes of calculating whether, by virtue of such deemed dilutive
financings, any common shares would be required to be issued to Pelawan in order
to maintain a minimum 52% shareholding, the Pelawan RTO Share Exchange Agreement
provided that the quantum of such deemed financings would equal: (a) 30% of the
estimated development costs in accordance with the bankable feasibility studies
in respect of the Projects, less cash on hand, or (b) to the extent that such
bankable feasibility studies had not been prepared as at the Finalization Date,
$70.8 million related to the Ga-Phasha Project and $27.6 million related to the
Boikgantsho Project, less cash on hand (the Deemed Dilutive Financings).
Following the Finalization Date, Anooraq 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 the Projects had been completed by Anooraq as at September 30, 2005 and, in
the absence of an amending agreement between the parties, a dilutive financing
totaling $98.4 million would have been deemed to have taken place as at such
date and the Company would have been obligated to issue to Pelawan that number
of shares which, after notionally

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- 26 -

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.                                                                                                                          

In November 2006, Anooraq reached an agreement in principle
with Anglo Platinum, whereby Anglo Platinum would undertake a USD10 million (ZAR
70 million) funding into Anooraq. Anglo Platinum, through its subsidiary RPM,
loaned ZAR 70 million to Plateau. Plateau is required to use 85% of the funding
for operational expenditures on the Ga-Phasha Project. Pursuant to security
agreements entered into in connection with the loan, Plateau has ceded, as
security, its interest in Micawber.

In December 2006, the Company entered into a Settlement
Agreement with Pelawan to waive the Deemed Dilutive Financings contemplated in
the 2004 share exchange agreement. Under the terms of the Settlement
Agreement:

| | (i)   | In June 2007 Anooraq issued to the Pelawan Trust 36
      million common shares (Adjustment Consideration Shares), representing a
      50% reduction in the number of shares potentially to be issued under the
      original RTO transaction terms. The Company received regulatory approval
      for the issuance of the shares during 2007.                                                                                                                                                                                                                                                                                                                                                                                                    
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (ii)  | Anooraq issued to the Pelawan Trust the BEE Warrants for
      the purchase of 167 million common shares in Anooraq. The BEE Warrants
      were exercisable until December 31, 2008 at the higher of (a) $1.35 if
      exercised on or before December 31, 2007 or $1.48 if exercised after
      December 31, 2007 or (b) at a price that is 50% less than the price per
      Anooraq common share payable by arms length parties under an equity
      financing undertaken by the Company that either raises an amount of at
      least $98,400,000 or is undertaken pursuant to a material transaction (a
      Concurrent Financing). The Company received regulatory approval for the
      issuance of the BEE Warrants during 2007.      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iii) | From the date of issue of the Adjustment Consideration
      Shares to the Pelawan Trust in (i) above or as a result of the exercise of
      any of the BEE Warrants up to the closing date of the Concurrent
      Financing, the common shares issued to the Pelawan Trust pursuant thereto
      are subject to a lock up arrangement and the Pelawan Trust is not entitled
      to dispose of any of these shares, save for the exemption referred to in
      (iv) below. After the closing date of the Concurrent Financing, the
      disposal of such shares shall remain subject to the original lock up
      agreement entered into between Pelawan and Anooraq under the terms of the
      original RTO transaction (the BEE Lock Up).
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iv)  | Anooraq has agreed to grant Pelawan an exemption to the
      BEE Lock Up for the purposes of facilitating Pelawans financing of the
      exercise of the BEE Warrants. In order to finance the exercise of the BEE
      Warrants, the Pelawan Trust shall, in its sole discretion, be entitled to
      dispose of that number of common shares up to 25% (or such greater amount
      as is required to facilitate the financing of the exercise of the BEE
      Warrants) of                                                                                                                                                                                                                                                                   

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- 27 -

| |     | the aggregate common shares issued to the Pelawan Trust
      pursuant to such exercise, provided that all of the proceeds received by
      the Pelawan Trust from such disposal shall be applied by the Pelawan Trust
      to support the financing of the exercise of the BEE Warrants and
      reasonable expenses related to such exercise.                       
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                          
| | (v) | On the occurrence of a Concurrent Financing, the Pelawan
      Trust shall be obliged to exercise the BEE Warrants to ensure that, at a
      minimum, Anooraq retains its status as a 52% BEE controlled company, in
      compliance with undertakings given by Pelawan and the Company in favour of
      the South African Reserve Bank and Anglo Platinum
  Limited.

In connection with the exercise of the BEE Warrants by the
Pelawan Trust, the Company entered into an amending agreement (the Amending
Agreement) with Pelawan to amend the exercise procedure of the BEE Warrants to
allow Pelawan to finance the exercise of the BEE Warrants by way of a bridge
loan (Bridge Loan Facility) from Rand Merchant Bank (RMB). Pursuant to the
Amending Agreement, on December 20, 2007, Pelawan exercised the BEE Warrants at
a price per common share of $1.35 by depositing an escrowed amount equal to the
aggregate exercise price for the BEE Warrants ($225 million or ZAR 1.586
billion) into an interest bearing account with RMB, to be released pursuant to a
deposit account agreement (the Deposit Agreement) between RMB, Pelawan
Investments (Pty) Ltd and Anooraq upon the satisfaction of the following release
conditions:

- the occurrence of the first of any of the following:
- Pelawan repaying the Bridge Loan Facility in full;
- Pelawan placing a new cash deposit (in ZAR) in an amount equal to the funds
  to be released from the Deposit Account with RMB, and Pelawan granting RMB its
  rights, title and interest in the cash deposit as security for the Bridge Loan
  Facility;
- Pelawan securing an on demand guarantee for an amount equal to the funds to
  be released from the deposit account. The guarantee will be in favour of RMB
  guaranteeing the performance of Pelawans obligations under the Bridge Loan
  Facility and should come from a counterparty acceptable to RMB and approved by
  the Company;
- Pelawan encumbering its Anooraq shares in favour of RMB. The value of the
  shares to be encumbered to RMB should equal the amount requested to be
  released from the deposit account. The share value is determined based on the
  share price of Anooraq on the TSX-V Exchange on a 5 day volume weighted
  average traded price, commencing 5 days prior to the date upon which value is
  determined, converted from Canadian Dollars to ZAR at the foreign exchange
  closing rate on the last day of the 5 day period; and
- evidence to the satisfaction of RMB that all necessary regulatory approvals
  in respect of the subscription of Anooraq shares and the issue thereof
  pursuant to Pelawans exercise of the BEE Warrants has been received.

The common shares underlying the BEE Warrants will be issued to
Pelawan upon receipt by the Company of the exercise price per common share, plus
the interest accrued thereon up to the date of receipt by the Company of the
exercise price. Should the common shares underlying the BEE Warrants be issued
in full, Pelawans resulting shareholding in Anooraq will increase to
approximately 82% of the

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- 28 -

current issued and outstanding common shares of the Company.
Should the release conditions not be satisfied, the warrant exercise will be
void and Anooraq will not receive the proceeds of the exercise of the BEE
Warrants nor the interest earned from the deposit account, and the BEE Warrants
will continue to exist in accordance with their terms until expiry in accordance
with the terms of the Settlement Agreement.

On September 4, 2007, Anooraq and Anglo Platinum announced that
they had entered into a detailed transaction framework agreement (the TFA)
relating to the Lebowa Transaction. Since that time, the Companys efforts have
been directed toward due diligence and other activities associated with the
Lebowa Transaction. On April 14, 2008, the Company announced that it had
executed definitive transaction agreements with Anglo Platinum giving effect to
the Lebowa Transaction and on June 12, 2008 the Company announced an update on
the Lebowa Transaction. The Company intends to fund the Lebowa Transaction
acquisition price through a combination of debt and equity.

On May 20, 2008, the Company announced that it had executed a
binding, credit approved term sheet with Standard Chartered Bank to provide the
Company with sole underwritten debt finance of up to ZAR 1.7 billion as partial
funding for the acquisition price under the Lebowa Transaction. In addition,
Pelawan advised that it has executed a credit approved term sheet with Standard
Chartered Bank to provide Pelawan with sole underwritten acquisition debt
finance of up to ZAR 700 million. Pelawan will apply these funds towards
refinancing the Bridge Loan Facility, which will result in the payment to the
Company of the proceeds of the exercise of the BEE Warrants. The Company intends
to use the proceeds of the BEE Warrants exercise, when received, as partial
funding for the acquisition price under the Lebowa Transaction. The
implementation of the abovementioned transactions are subject to fulfillment of
certain conditions precedent standard for transactions of this nature, including
the conclusion of definitive financing agreements.

It is expected that the balance of the financing required for
the Lebowa Transaction will be raised through the issue of Anooraq common shares
which will include issues to:

- the Bokoni Platinum Mine ESOP Trust (the share ownership trust established
  for the benefit of employees of Lebowa and to which Anglo Platinum will
  contribute an amount of approximately ZAR 112 million for purposes of
  subscription for Anooraq common shares); and
- the Anooraq Community Participation Trust (the share ownership trust
  established for the benefit of the communities interested in or affected by
  Anooraqs operations and to which Anglo Platinum will contribute an amount of
  approximately ZAR 83 million for purposes of subscription for Anooraq common
  shares).

Certain amendments (the Amendments) are also being proposed
to the current arrangements between the Company and Pelawan. The Amendments are
required in order to harmonize the restrictions in the various agreements
between Pelawan and Anooraq with those in the Holdco Shareholders Agreement and
to allow for the completion and implementation of the Lebowa Transaction. The
Amendments are subject to the approval of the shareholders of Anooraq.

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

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- 29 -

|B. | Business Overview                                         
|-- | ----------------------------------------------------------
|   |                                                           
|1. | Anooraq's Business Strategy and Principal
      Activities

Anooraq is in the business of acquiring and exploring
prospective mineral properties. Anooraqs principal focus is exploration of PGM
prospects in the Bushveld Complex, a prospective area for PGM deposits in South
Africa, located about 250 km north of Johannesburg. Anooraq conducts its
activities and holds its interests through Plateau.

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

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

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

As a result of the transaction with Pelawan (see Item 4A.2,
"Summary Corporate History and Intercorporate Relationships") in 2004, the
Company acquired a 50% interest in the Ga-Phasha Project on the Eastern Limb of
the Bushveld Complex, which is operated by Anglo Platinum. Ga-Phasha has
measured, indicated and inferred resources outlined in the UG2 and Merensky
Reefs. Other operations that mine the UG2 and Merensky Reefs usually do so by
underground methods.

In 2005, an infill drilling program was carried out on the
Drenthe deposit under the Boikgantsho JV. Results confirmed the continuity of
the mineralization within a provisional pit established during engineering work
in 2004. Prefeasibility studies were initiated in 2005 but deferred in 2006 and
2007.

In 2006, Anooraq concluded an agreement whereby Anglo Platinum
provided ZAR 70 million in funding to Anooraq via a term loan. Anooraq also
affected an inward secondary listing on the JSE Limited and began trading on the
JSE on December 19, 2006 under the trading symbol of ARQ. The Company also
trades on the TSX-V (symbol ARQ) and American Stock Exchange (symbol ANO). In
December 2006, the Company entered into a Settlement Agreement with Pelawan to
waive the deemed dilutive financing contemplated in the 2004 share exchange
agreement.

Anooraqs activities in 2006 and 2007 mainly focused on
monitoring and providing input to exploration work by Anglo Platinum on the
Ga-Phasha Project. The work included exploration drilling and preliminary
mining, infrastructure and related studies toward completion of a prefeasibility
study.

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- 30 -

Lebowa Transaction

On September 4, 2007, Anooraq and Anglo Platinum announced that
they had entered into a detailed transaction framework agreement, whereby
Anooraq would purchase an effective 51% interest in Lebowa Platinum Mines
(Lebowa) and increase its interest in the Ga-Phasha Project from 50% to 51%.
The parties also announced that they had reached an agreement in principle for
Anooraq to increase its interest in the Boikgantsho and Kwanda PGM projects from
50% to 51%. Since that time, the companies efforts have been directed toward
due diligence and other activities associated with the transaction and work on
the Ga-Phasha prefeasibility study has largely been deferred.

On March 28, 2008, Anooraq, through Plateau, entered into
definitive acquisition agreements (the Acquisition Agreements) with Anglo
Platinum and certain of its wholly-owned subsidiaries (collectively, Anglo
Platinum) to acquire an effective 51% of Lebowa and an additional 1% of the
Ga-Phasha Project, the Boikgantsho Project and the Kwanda Project for an
aggregate cash consideration of ZAR3.6 billion (the Lebowa Transaction).

Closing of the Lebowa Transaction is conditional upon
satisfaction (or waiver) of various conditions, including:

| | 1. | the completion by all parties of their respective due
      diligence reviews and satisfaction with the results thereof;                                              
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                       
| | 2. | Anooraq and Plateau obtaining sufficient debt and equity
      financing to fund the Lebowa Transaction purchase price;                                               
| |    |                                                                                                                                                                       
| | 3. | the approval of the shareholders of Anooraq of the Lebowa
      Transaction and related transactions;                                                                 
| |    |                                                                                                                                                                       
| | 4. | the approval of the South African Competition
      Authorities;                                                                                                      
| |    |                                                                                                                                                                       
| | 5. | the consent of the United Kingdom Treasury for Anglo
      Platinum to undertake the transaction;                                                                     
| |    |                                                                                                                                                                       
| | 6. | approval of the Lebowa Transaction and of certain
      transfers of mineral title relating to Ga-Phasha, Boikgantsho and Kwanda
      by the DME; and                
| |    |                                                                                                                                                                       
| | 7. | other regulatory approvals including, where necessary,
      the Exchange Control department of South African Reserve Bank, the JSE
      Limited, the TSX-V and AMEX.

The Lebowa Transaction is expected to close as soon as
practicable following the satisfaction or waiver of all conditions. The parties
have agreed on an outside cut-off date of November 30, 2008, or such later date
as the parties may agree, for the fulfillment or waiver of the conditions to the
Lebowa Transaction.

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- 31 -

Following the Lebowa Transaction, the corporate structure of
Anooraq and Anglo Platinum as applicable to the Lebowa Transaction, will be as
follows:



Pursuant to the terms of the Acquisition Agreements, Anooraq
will acquire 51% of the shares in, and claims on shareholders loan account
against, Holdco. The joint venture agreements in respect of the Ga-Phasha
Project, Boikgantsho Project and Kwanda Project will be terminated and these
projects will be transferred into separate companies, established as
wholly-owned subsidiaries of Holdco, as shown above. Anglo Platinum has given
Anooraq appropriate sale warranties in relation to the Lebowa Transaction.

Lebowa Transaction Funding

Anooraq intends to fund the purchase price for the Lebowa
Transaction through a combination of debt and equity financing. The exercise of
167,000,000 common share purchase warrants (the Warrants) by Pelawan in
December 2007, for aggregate proceeds of $225 million (ZAR 1.586 billion), will
provide a portion of the funds required by Anooraq for this purpose. In
connection with the exercise of the Warrants, Anooraq entered into an amending
agreement (the Amending Agreement) with the Pelawan Trust to amend the
exercise procedure of the Warrants to allow Pelawan to finance the exercise of
the Warrants by way of a bridge loan from Rand Merchant Bank (RMB). Pursuant
to the Amending Agreement, the Pelawan Trust exercised the Warrants by
depositing an escrowed amount equal to the aggregate exercise price for the
Warrants (CAD 225 million or ZAR 1.586 billion) into an interest bearing account
with RMB, to be released pursuant to a deposit account agreement (the Deposit
Agreement) between RMB, Pelawan and Anooraq upon the satisfaction of certain
release conditions. The Common Shares underlying the Warrants will be issued to
the Pelawan Trust upon receipt by the Company of the exercise price per Common
Share, plus the interest accrued thereon up to the date of release. Pelawan has
advised Anooraq that it has entered into a credit approved term sheet with
Standard Chartered Bank to provide Pelawan with sole underwritten debt finance
of up to ZAR 700 million. Pelawan intends to apply these funds towards the
refinancing the RMB bridge loan facility.

On May 20, 2008, Anooraq announced that it had entered into a
binding, credit approved term sheet with Standard Chartered Bank for sole
underwritten debt financing of up to ZAR 1.7 billion for the purpose of funding
a portion of the Lebowa Transaction purchase price. Completion of this debt
financing facility is subject to the satisfaction of certain conditions
precedent and final documentation.

---

- 32 -

Other Commercial Terms of the Lebowa Transaction

Anglo Platinum has agreed to provide Anooraq with an interest
bearing standby loan facility. This facility enables Anooraq to utilize up to
80% of all cash flows generated from the Lebowa operations should this be
required to support external acquisition senior debt finance secured by Anooraq
for the purposes of the Lebowa Transaction.

Anglo Platinum and Anooraq have agreed to various financing
arrangements between them to implement the Anglo Platinum approved long term
growth plan at Lebowa, as follows:

| | (i)  | Anglo Platinum will incur for its own account the first
      ZAR 200 million required for development of the Middlepunt Hill UG2
      decline expansion project; and                                                                                                                                                                                                                                                                                                                                                                  
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (ii) | Anglo Platinum will provide Lebowa with a project finance
      facility of ZAR 1.6 billion, representing the balance of the capital
      budget estimate for implementation of the Middlepunt Hill UG2 decline
      expansion project (The MPH Facility). The MPH Facility has an 8 year
      term, with a capital repayment holiday of one year, will bear interest at
      a facilitation interest rate and is subordinated in priority of repayment
      against certain other funding instruments within the Lebowa
  group.

Lebowa has entered into a five year concentrate off-take
agreement with Anglo Platinum for the sale of Lebowa concentrates at competitive
market rates, renewable at Lebowas election for a further 5 years. Anglo
Platinum has extended  options to Anooraq to acquire an ownership interest in
Anglo Platinums Polokwane Smelter, which ownership interest will be relative to
Anooraqs group concentrate feed into the Polokwane Smelter from time to time
and subject to certain conditions precedent.

Management and Control of Lebowa and Holdco

Anooraq and Anglo Platinum have entered into a shareholders
agreement to govern the management of Holdco. Pursuant to this shareholders
agreement, Anooraq has the ability to appoint the majority of the directors to
the board of Holdco and all of its subsidiaries. Anglo Platinum will participate
in key management decisions through committees established for that purpose.

Anooraq has given certain undertakings to Anglo Platinum in
relation to the maintenance of its status as a company controlled by
Historically Disadvantaged Persons, as envisaged in the South African Mineral
Development Act and the Charter. The effect of these undertakings is that HDPs
must maintain effective or the equivalent beneficial ownership of at least
26% in the assets of Holdco until the repayment of at least 60% of the MPH
Facility (approximately 6 years) (Initial Term). These undertakings include
that Pelawan, the HDP controlling shareholder of Anooraq, will not allow either
its own level of HDP shareholding or its shareholding in Anooraq, to fall below
26% HDP beneficial ownership interest. If these shareholding levels should be
breached, and Anooraq fails to exercise its rights to remedy such a breach,
Anooraq may be required to dispose of its shares in Holdco to another HDP. It is
important from Anglo Platinums perspective that the Anooraq group retain its
current HDP control status and that Anooraq retains control of Holdco. Should
there be a change of such control then Anglo Platinum may require Anooraq to
acquire its shares in Holdco at a market-related price. In addition, should
Anooraq wish to sell its entire interest in Holdco to a third party then Anglo
Platinum have a tag along right relating to such sale. The parties have also
granted each other reciprocal rights of first refusal relating to a proposed
sale of their interests in Holdco.

---

- 33 -

In order to ensure a successful transition at Lebowa, Anglo
American plc Group has agreed to provide certain essential services to Lebowa at
a cost which is no greater than the costs charged to another Anglo American plc
Group company for the same or similar services, for an initial period of one
year.

Ongoing Funding

The board of Holdco, which will be controlled by Anooraq, has
the right to call for funding either by way of shareholder loan or equity. If a
shareholder should default on a cash call, the other shareholder may increase
its equity interest in Holdco by funding the entire cash call, provided that
during the Initial Term, Anooraqs shareholding in Holdco cannot be diluted for
default in respect of equity contributions.

Lebowa Employees and Communities

Anooraq and Anglo Platinum have agreed to establish:

| | (i)  | the Bokoni Platinum Mine ESOP Trust (the share ownership
      trust established for the benefit of employees of Lebowa) to which Anglo
      Platinum will contribute an amount of approximately ZAR 112 million for
      purposes of subscription for Anooraq common shares; and                                                     
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                         
| | (ii) | the Anooraq Community Participation Trust (the share
      ownership trust established for the benefit of the communities interested
      in or affected by Anooraqs operations) to which Anglo Platinum will
      contribute an amount of approximately ZAR 83 million for purposes of
      subscription for Anooraq common shares.

Lebowa

Anglo Platinum applied to the DME for conversion of the old
order mining rights in respect of Lebowa to new order mining rights, as
required by the Mineral Development Act. On April 29, 2008 Anglo Platinum
announced that the DME has granted conversion of the old order mining rights
related to Lebowa.

Lebowa is an operating mine located on the north-eastern limb
of the Bushveld Complex, to the north of and adjacent to the Ga-Phasha Project.
Lebowa consists of a vertical shaft and a decline shaft system to access the
underground development on the Merensky Reef and UG2 Reef, as well as two
concentrator plants. Approximate monthly production from the Merensky Reef is
85,000 tpm and from the UG2 Reef is 45,000 tpm. According to the Anglo Platinum
2007 Annual Report, production at Lebowa in 2007 was approximately 187,700
refined ounces of 4E from 1.33 Million tonnes (Mt) of ore milled.

Technical studies conducted by Anglo Platinum indicate that
Lebowas value is maximized at a mining rate of 375,000 tpm, comprising steady
state Merensky Reef production at 120,000 tpm and steady state UG2 Reef
production of 255,000 tpm. Anglo Platinum has approved a long term growth plan
for Lebowa, which includes various replacement and expansion projects to
increase production to approximately 375,000 tpm, comprising steady state
Merensky Reef production at 120,000 tpm and steady state UG2 Reef production of
255,000 tpm. Anooraq supports this growth plan, which will result in existing
mining operations at Lebowa increasing in two stages:

- Stage 1 (2008-2013) comprises an expansion of Merensky Reef and UG2 Reef
  ore production to 245,000 tpm, with Merensky Reef production being increased
  to 120,000 tpm, initially from the Brakfontein Merensky Reef decline shaft
  system, and UG2 Reef production being increased to 125,000 tpm, initially from
  the Middelpunt Hill UG2 Reef decline shaft system.

---

- 34 -

- Stage 2 (2016 onwards) sees the further expansion of UG2 Reef production
  to 255,000 tpm with Merensky Reef production remaining at 120,000 tpm.

Both the Stage 1 and Stage 2 expansions at Lebowa will access
the Merensky Reef and UG2 Reef from near surface to approximately 650 meters
below surface. Anooraq considers this an advantage, as there will be no need for
material refrigeration at depths above 650 meters below surface, resulting in a
less constrained power requirement for the Lebowa mine than would be required
for operations and projects accessing the reef at deeper levels.

Anooraq engaged international mining industry consultants to
conduct a technical review of the Lebowa mine. The mineral resources and mineral
reserves have been reviewed by Snowden Mining Industry Consultants. A technical
report by independent qualified persons D.B. Gray, Pr.Sci.Nat., and B.C. Rip,
Pr.Eng., FSAIMM, has been filed on www.sedar.com. The Lebowa technical report
confirmed the following mineral resources and reserves at the Lebowa mineral
properties:

|LEBOWA MINERAL RESERVES &
      RESOURCES
|-----------------------------------------
|DECEMBER
      2007                      
|                                         
|CATEGORY                                 
|MERENSKY MINERAL RESERVES                
|Proven                                   
|Probable                                 
|Proven & Probable                        
|UG2 MINERAL RESERVES                     
|Proven                                   
|Probable                                 
|Proven & Probable                        
|MERENSKY MINERAL RESOURCES               
|Measured                                 
|Indicated                                
|Measured &
      Indicated               
|Inferred                                 
|UG2 MINERAL RESOURCES                    
|Measured                                 
|Indicated                                
|Measured &
      Indicated               
|Inferred                                 

The Mineral Reserves and Mineral Resources stated are for 100%
of Lebowa. Anooraqs interest will be 51% of the above once the Lebowa
Transaction is completed. Mineral Resources are exclusive of Mineral
Reserves.Mineral Resources that are not Mineral Reserves have potential
economic viability but have not yet been demonstrated by an approved mining
plan. Measured and Indicated Mineral Resources are generally located within 650
meters depth from surface. Inferred Mineral Resources are generally located
beyond 650 meters depth.4E = Pt+Pd+Rh+AuFor Mineral Reserves, the
Merensky pay limit (break even) varies between 1.3 and 4.8 g/t 4E and the UG2
pay limit (break even) varies between 1.3 and 4.4 g/t 4E across all operations
of Anglo Platinum. Cut-off grades of 2.4 to 3.5 g/t 4E depending on reef
characteristics are applied to Merensky Mineral Resource statements. A cut-off
grade of 1.8 g/t 4E is applied to UG2 Mineral Resource statements.Contained
metal for reserves has recoveries applied. No recoveries are applied for
contained metal for resources.

---

- 35 -

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

To determine the longer potential of the mine, an economic
analysis has also been done as part of the technical review using South African
Rand as the currency and analyst consensus estimates of metal prices and
exchange rates to 2012. Long term average US dollar metal prices are:
Pt-$1273/oz, Pd-$332/oz, Rh-$3669/oz, Au-$741/oz, Ni-$8.64/lb and
Cu-$1.67/lb.

The capital and operating costs stated are estimated to a 90%
level of accuracy for projects approved by Anglo Platinum, i.e. the mineral
reserves above. Certain Indicated and Measured Mineral Resources (51.9 Million
tonnes grading at 4.49 4E g/t), which have been demonstrated to have economic
viability through prefeasibility studies but do not yet have a mine plan
approved by Anglo Platinum, were also included to determine the longer term
potential of the mine.

The table shows the after tax and royalty results of the
technical review in real terms for the life of mine for 100% of Lebowa.
Anooraqs interest after completion of the Lebowa Transaction will be 51%.

TECHNICAL REVIEW OF LEBOWAAPRIL 2008Life of Mine
    34 yearsLife of Mine Tonnes Treated
    124
      Million tonnes4E Grade
    4.49 g/t4E
    17.9
      MozPt
    8.5 MozPd
    7.7
      MozRh
    1.2 MozAu
    0.5
      MozZAR/USD exchange rate
    8.094E Basket Price ZAR/kg
    272,144Operating Cost ZAR/ 4E kg
    85,512Operating Cost ZAR/Tonne
    3844E Basket Price USD/ oz
    1,048Operating Cost USD/ 4E oz
    329


---

- 36 -

ZAR Millions
    CAD MillionsGross Revenue
    143,414
    18,698Total Capital
      Cost
    11,029
    1,438Expansion & Replacement
    7,659
    999Stay in
      Business
    3,370
    439Operating cost
    47,609
    6,207Gross
      Profit
    95,806
    12,491Free Cash Flow
    54,822
    7,148Net Present
      Value (at 5.0% discount rate)
    23.747
    3,096Net Present Value (at 7.5% discount rate)
    16,888
    2,202Net Present
      Value (at 10% discount rate)
    12,553
    1,637


CAD values converted at an exchange rate of 7.67 as at 12 April
2008. 
Stay in Business capital is the sustaining capital.
Basket price is total metal value per refined 4E kilogram and
takes into account different ratios of the metals for Lebowa.

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.

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 will be required before
economic feasibility can be considered.

The Company is not dependent on any patents, licenses or
commercial or financial contracts; however, its work is dependent on the
acquisition of prospecting permits and, ultimately, if economic mineral deposits
are found, on the acquisition of environmental and mining permits. Further
information on mineral rights and prospecting and mining permits is provided
below.

|2. | Mining and Exploration in South
      Africa
|-- | --------------------------------------------

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 must first be discussed.

Old Order Mineral Tenure in South Africa

Mineral tenure is governed primarily by the common law and the
Minerals Act 1991 ("Minerals Act 1991"). 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

---

- 37 -

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 that 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 "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 1991 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 1991were 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 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 1991;

---

- 38 -

- 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 had an exclusive right to apply for a new
order right no later than May 1, 2005. A person converting an existing mining
right had 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 (mineral processing), 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

---

- 39 -

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 not occur until 2009.

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

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

|C. | Organizational Structure
|-- | ------------------------

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

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- 40 -



Anooraq has a management service agreement with Hunter
Dickinson Services Inc. (formerly Hunter Dickinson Inc.). HDSI 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 HDSI'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, HDSI
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 HDSIs work.

Beyond compliance with government regulations and standards,
HDSI 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

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- 41 -

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.

Anooraq 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 HDSI and
Pelawan.

|D. | Property, Plant and Equipment
|-- | -----------------------------

The principal properties of Anooraq are the Platreef Properties
and the Ga-Phasha Project, located on the Northern Limb and Eastern Limb,
respectively, of the Bushveld Complex. For further information about the
Company's mineral projects, see "Further Particulars of Anooraq Properties",
below.

None of the projects have any material tangible fixed assets
located thereon although the Company has miscellaneous exploration equipment and
motor vehicles on site at the Platreef Properties.

FURTHER PARTICULARS OF ANOORAQ'S PROPERTIES

The Platreef and the Ga-Phasha properties are located in the
Bushveld Complex, a geological province in the Republic of South Africa.



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

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- 42 -

Regional Geology

The Bushveld Complex was formed when a large body of mafic
magma was emplaced in the earths crust. As the 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. 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.

Many of the layers within the Complex, including the
economically important horizons, are continuous over tens of kilometers.
However, the uniformity of the Merensky and UG2 horizons is disrupted in places
by small circular depressions known as potholes.

In the Western and Eastern Bushveld Complex, PGM mineralization
is currently extracted from two main horizons within the layered sequence of
intrusive rocks: the Merensky Reef and the UG2 chromitite (a layer consisting
largely of the mineral chromite). The UG2 layer lies below and essentially
parallel to the Merensky Reef but the two units are separated by 50 to 400
meters of intervening layered intrusive rocks. The Merensky Reef is platinum
rich relative to the UG2, where platinum and palladium occur in more or less
equal proportions. The UG2 typically contains significantly more rhodium than
the Merensky Reef (i.e. 10% or more of total PGM in places). The Platreef occurs
on the Northern Limb of the Complex. It lies at a similar stratigraphic level to
the Merensky Reef but at 100-250 meters, is much thicker. The Platreef is also
mineralogically similar to the Merensky Reef but its platinum-palladium ratios,
at ~1:1, are more like those in the UG2 horizon.

The Platreef Project

Location and property description

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

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- 43 -



Figure 2. Property Holdings, Platreef Project

The Platreef Project area is readily accessible via the main N1
expressway from Johannesburg to the city of Mokopane, which is approximately 35
km south of the Central Block. Access from Mokopane to each of the North Block,
the Central Block, the Rietfontein Block and the South Block is via paved
Provincial highways. Individual farms, if not directly accessible from
Provincial highways, are well served by a comprehensive network of
well-maintained dirt roads and farm tracks.

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

Prospecting or mineral rights held by Anooraq, through Plateau,
and its joint venture partners are listed in the table below:

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- 44 -

Table 1. Platreef Mineral Rights

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


Central Block

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

Rietfontein Block

On October 10 2001, Plateau entered into an agreement with
African Minerals Limited, now Ivanhoe Platinum (Ivanplats), whereby Ivanplats
had the right to earn a 50% joint venture interest in the Companys 2,900
hectares Rietfontein 2KS Farm. Under the terms of this agreement, Ivanplats was
to incur at least CAD 750,000 in expenditures pursuant to exploration activities
undertaken on Rietfontein 2KS in accordance with an approved program in each of
the ensuing two years (of which the year one program has been completed) to
obtain the right to form a 50/50 joint venture with the Company on Rietfontein
2KS.

There continues to be disagreement over whether Ivanplats ever
presented an 'exploration program' as contemplated by the parties and their
agreement. Further disagreement exists with respect to the expenditure budgets,
compilation and analysis of the exploration results, and the overall adequacy
and

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

Kwanda JV (North Block and South Block)

On May 16, 2002, the Company completed an agreement with
Rustenburg Platinum Mines Limited ("RPM"), a wholly owned subsidiary of
Anglo Platinum, for the right to acquire up to an 80% interest in twelve PGM
properties located on the Northern Limb of the Bushveld Complex.

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

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

Boikgantsho JV (Drenthe, Witrivier and Overysel North)

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

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

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

Once a BFS has been completed, the parties, by agreement, may
proceed to exploitation subject to relevant regulatory requirements. If both
partners decide to proceed, then a joint management committee will be
established to oversee development and operations. At commencement of
exploitation, the joint

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- 46 -

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

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

Anglo Platinum has the right to enter into a PGM Ore or
Concentrate Purchase and Disposal Agreement at the exploitation phase, based on
standard commercial terms, whereby PGM produced from the operation would be
treated at Anglo Platinum's facilities.

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 kilometers 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
meters; therefore, there are no prohibitive physical obstacles to inhibit
exploration of the Platreef Properties. Vegetation is generally sparse and
consists mostly of various thorn bushes.

History

Exploration on the Platreef Properties prior to the involvement
of Plateau in 1998 had been sporadic in spite of numerous historic drill holes
identifying extensive PGM mineralization on the Farm Drenthe 778LR.

Rietfontein Block

Drilling by Ivanplats to test the Platreef target on
Rietfontein began in July 2002. Thirty-six vertical core holes were drilled at
spacings of 100 to 200-meter intervals along strike and 50 to 150 meters across
the width of the Platreef pyroxenite. A further 31 diamond drill holes,
totalling 6,374 meters, were drilled in 2003. This drilling has outlined a zone
of PGM mineralization in the Platreef over a strike length of

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- 47 -

1,600 meters on Farm Rietfontein, adjacent to the Turfspruit
boundary. No work was done on the Rietfontein Block in 2005, 2006 or 2007.

Kwanda JV

In 2002, Plateau carried out an integrated exploration program
of airborne geophysics, grid geochemistry and geological mapping in the area,
tracing a pyroxenite unit that hosts a PGM deposit on an adjacent farm for six
kilometers on the South Block property. A diamond drilling program, comprising
15 holes (2,465 meters) conducted in 2003 did not encounter significant PGM
mineralization. An airborne geophysical survey was flown over the Platreef
properties, including the North Block during the same period. No work has been
done on the South or North Blocks in 2005, 2006 or 2007.

Central Block

Between 1998 and 2002, Plateau completed 44 diamond drill holes
completed on the farms Drenthe 778LR and Witrivier 777LR, confirming
mineralization in the Drenthe deposit as well as tracing the mineralized horizon
along 4.5 kilometers.

A Preliminary Assessment of the Drenthe deposit done in 2003
based on the resources estimated to that time and a preliminary open pit design
provided encouraging results.

Drilling programs prior to 2004 had established a mineralized
corridor extending for approximately 2,100 meters, within which several 10 to
20-meter thick zones of mineralization with PGM concentrations in the range 0.5
-2.5 g/t 4PGM, defining the Drenthe deposit.

Boikgantsho JV

Two phases of drilling were completed in 2004 to further
delineate mineral resources and provide samples for metallurgical testing.
Forty-six holes (19,570 meters) were drilled on the Drenthe Farm, 27 holes
(5,261 meters) on the Witrivier Farm and 64 holes (12,739 meters) on the
northern part of the Overysel Farm. Drill holes were generally spaced at
100-meter intervals along lines 100 meters apart on all three farms, except on
the Drenthe farm where large areas were drilled at 50-meter spacing along lines
100 meters apart. The drilling programs expanded the Drenthe deposit and
outlined a new deposit called the Overysel North. A resource estimate was done
based on drilling to mid September 2004 (see Estimates of Mineralization,
below). Mineralization remains open to the north and down dip to the west.

Mineralogical investigations showed 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 showed high recoveries
(Pd - 89%, Pt - 84%, Ni - 83%) at a relatively coarse grind of 60 percent finer
than 75 microns.

An updated Preliminary Assessment was done in March 2005. The
Preliminary Assessment was based on an open pit operation utilizing indicated
and inferred mineral resources (Tables 2 and 3) estimated for the Drenthe and
Overysel North deposits. As the Preliminary Assessment included inferred mineral
resources that are considered too speculative geologically to have economic
considerations applied to them that would enable them to be categorized as
mineral reserves, there is no certainty that the results of the Preliminary
Assessment will be realized.

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 at a USD10.50/tonne cut-

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off. The mill feed rate used was 5 million tonnes per year. A
conventional mill circuit, comprising crushing, grinding and two stage flotation
was envisaged, using head grade driven concentrator recoveries of: platinum 75%,
palladium 75%, gold 75%, copper 80% and nickel 75%. Mining costs for the study
and processing costs were derived from studies were based on estimates provided
by South African mining contractors. Administrative and environmental costs were
based on contract submissions.

The Preliminary Assessment used US dollars (USD) and South
African Rand (ZAR), a ZAR: USD exchange ratio of 7:1 and expected long term
metal prices of USD650/oz for platinum, USD250/oz for palladium, USD375/oz for
gold, USD4.00/lb for nickel and USD1.00/lb for copper. The pre tax and
pre-royalty model forecasted an internal rate of return of 25%, and a net
present value of USD300.5 million at 5% discount and USD138.8 million at 10%
discount. The estimated capital cost was USD152.8 million with a payback of 3 1⁄4
years. The operating cost was USD9.52 per tonne milled.

Drilling in 2005 focused on the Drenthe deposit and tested the
entire area within the provisional open pit design for the Drenthe deposit used
for the March 2005 Preliminary Assessment. The 24,400-meter program was
comprised of 136 vertical holes drilled at 50-meter intervals along 50-meter
spaced lines. The results were consistent with previous, wider spaced drilling,
and confirmed the continuity of the PGM mineralization within the Drenthe
deposit. The information was compiled and the block model was updated.
Engineering studies toward a prefeasibility study on the Boikgantsho JV Project
were also initiated in 2005, but further work was deferred in 2006 and 2007.

Geological Setting and Mineralization

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

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

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

Sampling and Analysis, and Security of
Samples

The flow chart in Figure 3 illustrates the sampling and
analytical protocol for the Platreef cored drill holes.

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- 49 -



Figure 3. Analytical flow sheet

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

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

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- 50 -

Mineral Resource Estimates

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

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

Table 2. Boikgantsho JV Indicated Mineral Resources Nov
2004 at a USD20 GMV/t cut-off

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


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

Table 3. Boikgantsho JV Inferred Mineral Resources Nov
2004 at a USD20 GMV/t cut-off

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


Notes to tables 2 and 3:Numbers represent 100% of the
mineral resources, of which 50% are attributable to Anooraq.Gross Metal
Value per tonne (GMV/t) is sum of Pt, Pd, Au, Cu and Ni grades multiplied by the
following metal prices: 
Pt  USD650/oz; Pd  USD250/oz; Au  USD375/oz; Ni 
USD4/lb; Cu  USD1/lb.

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

Recent Exploration

Work on the Platreef Properties, including the Boikgantsho
prefeasibility study, was deferred in 2006 and 2007 as the Company focused its
financial resources on the Ga-Phasha Project.

Plan of Operation  2008

Planning to resume prefeasibility study work in 2008 is
underway. The estimated overall project budget for 2008 is $482,000.

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The Ga-Phasha Project

Property Description and Location

The Ga-Phasha Project is located on the Eastern Limb of the
Bushveld Complex, approximately 45 kilometers north northwest of the Limpopo
Province town of Steelpoort and 250 kilometers northeast of Johannesburg. The
property consists of four farms, covering an area of approximately 9,700
hectares, held by Micawber 277 (Proprietary) Limited, a private South African
corporation owned 50 percent by Anglo Platinum through its wholly owned
subsidiary Rustenburg Platinum Mines and 50 percent by Anooraq through its
wholly owned South African subsidiary Plateau Resources (Pty) Ltd. The 50:50
joint ventures between Plateau and Rustenburg is governed by, among other
things, a shareholders agreement relating to Micawber dated September 22,
2004.



Figure 4. Mineral Rights Holdings, Ga-Phasha Project
Area

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

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- 52 -

Table 4. Ga-Phasha Mineral Rights

Ga-Phasha
      Project:
    Micawber 277 holds old order mining rights to all four
      properties. In terms of the MPRDA, these old order mining rights are valid
      until 30 April 2009, after which they will expire and revert to the South
      African State if not converted into applicable new order mining rights.
      Micawber 277 intends to apply for new order mining rights before expiry.Klipfontein 465 KS Paschaskraal 466 KS De Kamp 507
      KS Avoca 472


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

Accessibility, Climate, Local Resources, Infrastructure
and Physiography

The Ga-Phasha 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
kilometers to the northwest.

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

The climatic conditions are typical of the Limpopo Province.
Temperatures in summer are warm to hot, averaging 26 to 30 degrees C, and are
moderate to cool in winter. The area is considered semi-arid, with annual
rainfall of 529 mm, which is below the average for South Africa. The rainy
season extends over the 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

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

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

In 2002, Anglo Platinum completed an economic study on the UG2
deposit (equivalent to a preliminary assessment because inferred resources were
also used). This study envisioned an underground mine very similar to that being
developed on the neighbouring Twickenham property, using down dip
semi-mechanized reef mining and access by twin shaft declines. Each decline
shaft comprises three barrels: a decline ramp for equipment, a conveyor decline,
and a chairlift decline for moving personnel.

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Ore was to be treated at the Twickenham concentrator. Based on
twin declines producing 100,000 tonnes per month from the UG2 Reef only, Anglo
Platinum concluded the project was an attractive investment and subsequently
encouraged BEE group participation.

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

The Avoca and De Kamp farms adjoin Paschaskraal and Klipfontein
on the down dip side of the UG2 and Merensky Reefs. No boreholes were drilled on
these farms, but it is assumed that the reefs developed on
Paschaskraal/Klipfontein farms would be developed on Avoca and De Kamp.

At a 2 g/t 4PGM cut-off the Merensky Reef estimates were:

- Measured and indicated resources of 43.2 million tonnes grading 4.39 g/t
  4PGM
- Inferred resources of 39.8 million tonnes grading 4.28 g/t 4PGM on the
  Paschaskraal and Klipfontein farms
- Inferred resources of 97.6 million tonnes grading 4.34 g/t 4PGM on the
  Avoca and DeKamp farms

At a 4 g/t 4PGM cut-off, the UG2 Reef estimates were:

- Measured and indicated resources of 65.7 million tonnes grading 6.97 g/t
  4PGM
- Inferred resources of 33.9 million tonnes grading 7.20 g/t 4PGM on the
  Paschaskraal and Klipfontein farms
- Inferred resources of 77.6 million tonnes grading 7.05 g/t 4PGM on the
  Avoca and DeKamp farms

The drill hole database is comprised of 127 Merensky drill
holes and 322 UG2 drill holes. Of these, 116 parent drill holes intersected the
Merensky Reef (plus deflections there are 257 Merensky Reef intersections) and
230 parent drill holes intersected the UG2 Reef (with deflections there are a
total 616 UG2 reef intersections). These databases were used to estimate the
current mineral resources as shown in Tables 5, 6 and 7 (see Estimates of
Mineralization). Measured, indicated and inferred resources in the UG2 deposit
and indicated and inferred resources in the Merensky Reef deposit increased from
the 2004 estimates above.

Geological Setting and Mineralization

The Ga-Phasha Project area 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).

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

The UG2 Reef is a chromitite layer that hosts PGMs and some
base metal sulphides. Mineralisation

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- 54 -

occurs throughout the UG2 Reef chromitite with usually
significantly higher values associated with the hanging wall and footwall
contacts. Mineralisation may also occur within the footwall pyroxenite, mainly
associated with disseminated chromite and chromitite stringers/lenses, with
grades of up to 10 g/t 4PGM. The hanging wall units do not contain significant
PGM values although values in excess of 5 g/t can occur where associated with
the chromitite stringers or disseminated chromitite.

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

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. Specialized geotechnical and structural logging is
also carried out by rock engineering and structural geologists. After the
bagging of samples on site at the Driekop core yard, the samples were
transported to Anglo 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 are delivered by ARC
staff and vehicles.

Generally the intersections of Merensky and UG2 reefs are
assayed for 4PGM (Pt, Pd, Rh, Au), 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 did not
use blanks, and integrated an internal Quality Control sampling once a week.
Comparative results from A and B streams are available.

All samples were pulverized to 80% +/-5% <75 microns. For
Fire Assay  4 elements (Pb collector), there is loss of PGM and these results
then often require a correction factor to be applied. In the borehole database,
samples assayed using Pb collector fire assay methods were not corrected. The
precious metal concentration was reported as the sum of Pt, Pd, Rh, and Au. For
Fire Assay-ICP, silver was used to collect Pd, Pt, and Au, and Pd was used to
collect Rh. Using the Ag/Pd collectors reduced random losses of the PGM,
providing a more precise analysis as well as a lower detection limit.

AARL Procedures

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

Prior to X-ray fluorescence analyses, pulped samples are mixed
with a styrene  wax binder (SASMU) and milled to mix in the binder and further
reduce particle sizes. The samples are pressed into briquettes.

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- 55 -

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).

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

Mineral Resource Estimates

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

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

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

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

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

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- 56 -

Table 5a. Paschaskraal and Klipfontein Farms UG2 Reef
Measured and Indicated Resources1,4Over a mimimum
width of 0.90 meter

Horizon
    Category
    Tonnes (millions)
    4PGM2
      (g/t)
    Pt3 (g/t)
    Pd3 (g/t)
    Rh3 (g/t)
    Au3 (g/t)Regolith
    Measured
    0.97
    6.33
    2.74
    2.99
    0.49
    0.11Indicated
    1.43
    6.45
    2.74
    3.08
    0.52
    0.12Mining
    Measured
    7.17
    6.74
    2.80
    3.28
    0.55
    0.12Footprint
    Indicated
    0.07
    7.04
    2.91
    3.41
    0.60
    0.13Remnant
    Measured
    16.71
    6.40
    2.71
    3.05
    0.54
    0.11Indicated
    55.95
    6.56
    2.77
    3.14
    0.53
    0.11Total
      Measured + Indicated
    82.30
    6.53
    2.76
    3.13
    0.53
    0.11


Table 5b. Paschaskraal and Klipfontein Farms UG2 Reef
Inferred Resources1,4Over a minimum width of 0.90
meter

Horizon
    Tonnes (millions)
    4PGM2
      (g/t)
    Pt3 (g/t)
    Pd3 (g/t)
    Rh3 (g/t)
    Au3 (g/t)Regolith
    1.13
    6.28
    2.68
    2.99
    0.50
    0.11Remnant
    67.36
    6.47
    2.72
    3.09
    0.54
    0.11Total
      Inferred
    68.49
    6.47
    2.72
    3.09
    0.54
    0.11


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

Table 6a. Paschaskraal and Klipfontein Farms Merensky
Reef Measured and Indicated Resources1,4Over a
minimum width of 0.90 meter

Horizon
    Category
    Tonnes (millions)
    4PGM2
      (g/t)
    Pt3 (g/t)
    Pd3 (g/t)
    Rh3 (g/t)
    Au3 (g/t)Regolith
    Measured
    0.83
    4.05
    2.44
    1.25
    0.14
    0.23Indicated
    4.15
    4.16
    2.52
    1.23
    0.13
    0.28Remnant
    Measured
    7.54
    4.35
    2.63
    1.33
    0.15
    0.24Indicated
    44.05
    4.70
    2.94
    1.30
    0.17
    0.28Total
      Measured + Indicated
    56.57
    4.61
    2.86
    1.29
    0.17
    0.27


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- 57 -

Table 6b. Paschaskraal and Klipfontein Farms Merensky
Reef Inferred Resources1,4Over a minimum width of
0.90 meter

Horizon
    Tonnes (millions)
    4PGM2
      (g/t)
    Pt3 (g/t)
    Pd3 (g/t)
    Rh3 (g/t)
    Au3 (g/t)Remnant
    57.51
    4.40
    2.67
    1.30
    0.16
    0.28


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

Table 7. Avoca and DeKamp farms Inferred
Resources1,4Over a minimum width of 0.90 m

Deposit
    Width (meters)
    Tonnes (millions)
    4PGM2
      (g/t)
    Pt3 (g/t)
    Pd3 (g/t)
    Rh3 (g/t)
    Au3 (g/t)Merensky
      Reef
    1.30
    122.50
    4.48
    2.71
    1.33
    0.16
    0.28UG2
    0.96
    118.11
    6.49
    2.73
    3.11
    0.54
    0.12


Notes to Tables 5, 6 and 7: 1A mineral resource
is an inventory of mineralization that, under realistically assumed and
justifiable technical and economic conditions, might become economically viable.
A mineral resource that is not a mineral reserve does not have demonstrated
economic viability.24PGM = platinum + palladium + rhodium +
gold; 3 Grades for individual elements are estimated from prill
assays to tally 4PGM.4The numbers represent 100% of the Ga-Phasha
resource of which 50% is attributable to Anooraq. 5 Metallurgical
recoveries are assumed to be 100%.

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

According the October 2007 technical report, using metal prices
of USD778/oz for platinum, USD288/oz for palladium, USD1374/oz for rhodium and
USD400/oz for gold and an ZAR:USD exchange rate of 8.16, the cut-off for the UG2
resources would be 1.76 g/t 4PGM and for the Merensky Reef would be 2.6 g/t
4PGM.

Recent Exploration

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

Engineering and other work directed toward completion of a
prefeasibility level study was initiated near the end of 2006, with the
following parameters/objectives:

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- 58 -

- a Phase 1 study to exploit the UG2 reef to a depth of some 650 meters
  below surface;
- identification of a single preferred option by which to proceed to a
  bankable feasibility phase; and
- contemplate and assess optimization of economies of scale between the
  Parties operations in the area, and in that regard, evaluate the possible
  usage of joint infrastructure and processing facilities between Anglo
  Platinums adjacent Twickenham Platinum Mine and Ga-Phasha.

Studies on mining method and infrastructure have been
undertaken. Labour, socio-economic and environmental studies were also done.

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

Prefeasibility work has been largely deferred while the Company
focuses on the Lebowa transaction.

Plan of Operation - 2008

Once the Lebowa Transaction is completed, it is expected that
the prefeasibility study will recommence and be concluded in fiscal 2008. The
estimated overall project budget for 2008 is $1,448,000.

---

- 59 -

|            |                                
|----------- | -------------------------------
|**ITEM 4A** | UNRESOLVED STAFF
      COMMENTS

None.

---

- 60 -

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

Overview

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

Anooraqs business strategy is to acquire, explore and conduct
detailed engineering and economic analyses of mineral deposits that have large
tonnage and multi-year operation potential in order to enhance the value of the
project.

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 $0.03 to $0.08 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s share price
varies with the price of the underlying market for platinum group metals, the
outlook for these metals and the outlook for the Companys projects.

Anooraqs 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 projects, 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, references to fiscal period 2004
relate to the fourteen month period ending December 31, 2004.

For additional details respecting 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 relates to the outlook for platinum group
metals. For information relating to the historical prices for platinum group
metals, see Item 5D  "Trend Information" below.

---

- 61 -

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

Fiscal 2007 Compared to Fiscal 2006

Current assets decreased from the previous year by $5,407,849
and similarly, working capital decreased from the previous year by $6,786,613 as
a result of decreased cash balances on hand, primarily due to the raising of
finance from Anglo Platinum which was concluded in November 2006. Current
liabilities increased from the previous year by $1,378,764.

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

Exploration expenses for the year ended December 31, 2007
amounted to $876,900 in comparison to $751,325 spent for the year ended December
31, 2006. The exploration expenses for the year ended December 31, 2007 were
mainly incurred on the Ga-Phasha project. No drilling expenses were incurred for
the year ended December 31, 2007 compared to $376,406 spent for the year ended
December 31, 2006. Assays and analysis expenditures amounted to $200 spent for
the year ended December 31, 2007 in comparison to $38,393 expended for the year
ended December 31, 2006. Geological and consulting costs for the year ended 2007
were $789,731 compared to $64,030 spent for the year ended December 31, 2006.
Engineering costs decreased to $19,784 from $141,784 incurred for the year ended
December 31, 2006. The cost of site activities was $12,717 compared to $34,484
spent for the year ended December 31, 2006. Site activity costs are principally
associated with maintaining the field office in South Africa, but also include
activities associated with the geological programs.

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

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

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- 62 -

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

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

Hunter Dickinson Services Inc. ("HDSI") is a private company
owned equally by several public companies, one of which is Anooraq. HDSI
provides geological, corporate development, administrative and management
services to, and incurs third party costs on behalf of the Company on a full
cost recovery basis, pursuant to an agreement dated December 31, 1996. For the
year ended December 31, 2007, HDSI billed Anooraq $798,330 as compared to
$1,023,633 for the year ended December 31, 2006 for such services and cost
reimbursements.

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

Fiscal 2006 Compared to Fiscal 2005

Current assets increased from the previous year by $8,017,571
and similarly, working capital increased from the previous year by $7,362,424 as
a result of increased cash balances on hand, primarily due to the financing from
Anglo Platinum which was concluded in November 2006. Current liabilities
increased from the previous year by $655,147.

The loss for the year ended December 31, 2006 was $4,504,844
compared to a loss of $12,303,801 for the year ended December 31, 2005. This
decrease primarily resulted from lower exploration expenses due to financial
constraints and a reduction in stock based compensation. The Company recorded a
loss of $0.03 per share for the year ended December 31, 2006, compared to a loss
of $0.08 per share for the year ended December 31, 2005.

Exploration expenses for the year ended December 31, 2006
amounted to $751,325 in comparison to $5,240,321 spent for the year ended
December 31, 2005. The decrease in exploration was mainly due to the Companys
lower average cash balances compared to the prior year. The exploration expenses
for the year ended December 31, 2006 were mainly incurred on the Ga-Phasha
project. Drilling costs amounted to $376,406 for the year ended December 31,
2006 compared to $2,205,329 spent for the year ended December 31, 2005. Assays
and analysis expenditures amounted to $38,393 spent for the year ended December
31, 2006 in comparison to $1,133,408 expended for the year ended December 31,
2005. Geological and consulting costs for the year ended 2006 were $64,030
compared to $759,335 spent for the year ended December 31, 2005. Engineering
costs decreased to $141,784 from $538,169 incurred for the year ended December
31, 2005. The cost of site activities was $34,484 compared to $277,199 spent for
the year ended December 31, 2005. Site activity costs are principally associated
with maintaining the field office in South Africa, but also include activities
associated with the drilling program.

Legal, accounting and audit for the year ended December 31,
2006 amounted to $690,132 in comparison to $474,422 for the year ended December
31, 2005 primarily as a result of advisory services provided for

---

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the annual general meeting; expenses incurred relating to a
secondary listing on the Johannesburg Stock Exchange in South Africa and various
regulatory financial reporting requirements. Office and administration for the
year ended December 31, 2006 amounted to $354,353 in comparison to $551,278
spent for the year ended December 31, 2005. Conference and travel costs of
$360,959 were incurred during the year ended December 31, 2006 in comparison to
the $646,992 incurred during the year ended December 31, 2005 largely due to
decreased travel activity associated with the work rotation of project
engineers. Consulting costs decreased to $168,457 in comparison to $965,720
spent for the year ended December 31, 2005. Salaries and benefits amounted to
$1,511,874 in 2006, a decrease from $1,659,465 spent for the year ended December
31, 2005. Trust and filing for the year ended December 31, 2006 increased to
$415,440 in comparison to the $85,254 incurred for the year ended December 31,
2005 primarily as a result of expenses incurred relating to listing on the
Johannesburg Stock Exchange in South Africa.

Hunter Dickinson Services Inc. ("HDSI") is a private company
owned equally by ten public companies, one of which is Anooraq. HDSI provides
geological, corporate development, administrative and management services to,
and incurs third party costs on behalf of the Company on a full cost recovery
basis, pursuant to an agreement dated December 31, 1996. For the year ended
December 31, 2006, HDSI billed Anooraq $1,023,633 as compared to $1,297,159 for
the year ended December 31, 2005 for such services and cost reimbursements.

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. Pelawan became a majority shareholder on
September 29, 2004. During the year ended December 31, 2006, the Company paid
Pelawan $nil (year ended December 31, 2005  $658,035) for technical, corporate
development, administrative and management services provided to, and repayment
of costs paid on behalf of, the Company. Pelawan's employees and consultants
were transferred to Plateau Resources (Pty) Limited, a subsidiary of the
Company, as of July 1, 2005 and are charging their time and services directly to
Plateau.

During the year ended December 31, 2006, the Company paid or
accrued $127,781 (year ended December 31, 2005  $166,662) to CEC Engineering
Ltd, a private company owned by a former director, for engineering and project
management services at market rates.

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

Fiscal 2007 Compared with Fiscal 2006

At December 31, 2007, the Company had working capital of
approximately $5.4 million as compared to $12.1 million at the end of the 2006
year. The cash position at December 31, 2007 was approximately $7.1 million.

Anooraq's sources of capital are primarily equity investment.
The Company's access to capital sources is dependent upon general financial
market conditions, especially those pertaining 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 will result in significant delays of exploration
programs and a substantial curtailment of operations. The Company's cash
resources at December 31, 2007 are sufficient for its present needs,
specifically to continue administrative and exploration operations at current
levels through the end of the year 2008. Future programs may be deferred and
operations

---

- 64 -

curtailed if additional funding is not secured. However, the
Company anticipates that it will be able to raise additional financing.

In connection with the financing of the Lebowa transaction,
Anooraq announced on May 20, 2008 that it has secured a binding credit agreement
of up to ZAR 1.7 billion with Standard Chartered Bank which will be applied to
finance a part of the acquisition price of ZAR 3.6 billion. The remaining amount
will be provided in part by the payment of Pelawan, the proceeds of the warrants
currently held in escrow. To the extent necessary, the balance is expected to be
funded by a public issue of shares of the Company. The Company anticipates that
it will be able to raise the required financing to meet the requirements of the
Lebowa transaction.

The Company had 185,208,607 common shares outstanding at
December 31, 2007. As the Company continues its exploration programs in the
Bushveld, it will need to raise additional funds for such expenditures from time
to time.

Fiscal 2006 Compared with Fiscal 2005

At December 31, 2006, the Company had working capital of
approximately $12.1 million as compared to $4.8 million at the end of the 2005
fiscal year. The cash position at December 31, 2006 was approximately $12.8
million.

In November 2006, the Company completed a financing agreement
with Anglo Platinum whereby Anglo Platinum, through its wholly owned subsidiary
Rustenburg Platinum Mines, provided a loan in an amount of CAD 11.6 million (ZAR
70 million) to Plateau Resources (Pty) Ltd (Plateau), a wholly owned South
African subsidiary of the Company. The loan bears interest at prime plus two
percent, as quoted by the Standard Bank of South Africa. The first interest
payment became due and payable fourteen months after the date of the advancement
of the funds, with other subsequent interest payments due and payable in 6-month
intervals thereafter. The final repayment date for the loan is on September 30,
2010, although, the agreement does allow for early repayment thereof. In
conjunction with the loan, the Company incurred financing fees equal to 3% of
the loan. Pursuant to security agreements entered into in connection with the
loan, Plateau ceded as security, its interest in Micawber 277 (Pty) Ltd
(Micawber). Micawber, a South African company equally owned by Rustenburg
Platinum Mine and Plateau Resources, holds the Rustenburg and Plateau interests
in the Ga-Phasha PGM Project.

The Company had 148,220,407 common shares outstanding at
December 31, 2006.

Financial Instruments

Anooraq keeps its financial instruments denominated in Canadian
dollars and do not engage in any hedging operations with respect to currency or
in-situ minerals. Funds in excess of Anooraq's immediate needs are invested in
short term near-cash investments pending the requirements for the funds. In
addition, the Company has cash and certain liabilities denominated in South
African rand. As a result, the Company is subject to foreign exchange risk from
fluctuations in foreign exchange rates. The Company has not entered into any
derivative or other financial instruments to mitigate this foreign exchange
risk.

Material Commitments for Capital Expenditures

At December 31, 2007 and June 25, 2008, the Company had no
material commitments for capital expenditures.

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- 65 -

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

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

|D. | Trend Information
|-- | -----------------

Platinum prices have been increasing for the past three years,
averaging USD900/oz in 2005, USD1,145/oz in 2006, and USD1,314/oz in 2007.
Prices in the first half of 2008 have been particularly buoyant, averaging
USD1,928/oz to June 25, 2008.

Palladium prices averaged approximately USD201/oz in 2005,
USD323/oz in 2006 and USD358/oz in 2007. Palladium prices are strengthening in
2008 as consumers are considering substitution from platinum. The average price
in 2008 to June 25, 2008 is USD441/oz.

Gold prices are continuing a long and sustained uptrend. The
gold price averaged USD445/oz in 2005, USD604/oz in 2006 and USD697/oz in 2007.
The price has averaged USD913/oz in 2008 to June 25, 2008.

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

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

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

As at fiscal yearend December 31, 2007, the Company had the
following contractual obligations:

Payment due by period (in millions of Canadian dollars)Type of Contractual Obligation
    Total
    Less than 1 Year
    1 - 3 Years
    3 - 5 Years
    More than 5
      YearsLong-Term Debt
      Obligations
    11.7
    1.9
    9.8
    Nil
    NilCapital (Finance)
      Lease Obligations
    Nil
    Nil
    Nil
    Nil
    NilOperating Lease
      Obligations (Office Lease)
    Nil
    Nil
    Nil
    Nil
    NilPurchase
      Obligations
    Nil
    Nil
    Nil
    Nil
    NilOther Long-Term Liabilities Reflected on the Company's
      Balance Sheet under the GAAP of the primary financial statements
    Nil
    Nil
    Nil
    Nil
    NilTotal
    11.7
    1.9
    9.8
    Nil
    Nil


The Company has no other capital lease obligations, operating
leases or any other long term debt. The Company has routine market-price leases
on its office premises in Johannesburg.

The Company has no "Purchase Obligations" defined as any
agreement to purchase goods or services that is enforceable and legally binding
on the Company that specifies all significant terms, including: fixed or

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- 66 -

minimum quantities to be purchased; fixed, minimum or variable
price provisions; and the approximate timing of the transaction.

The Companys long term debt obligations are denominated in
South African Rand (ZAR). Payments and settlement on the obligation is
denominated in ZAR. Long term obligations have been presented at an exchange
rate of 1 Canadian dollar = 6.94 ZAR.

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

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

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- 67 -

|       |                                                 
|------ | ------------------------------------------------
|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 with the Company and province or state
      and country of residence
    Period(s) as a Director of
      the CompanyScott COUSENS Executive Director British Columbia,
      Canada
    Since September 1996Anu DHIR Non-Executive Director London, England
    Since May 2008Robert DICKINSON Non-Executive Director and Co-Chairman
      British Columbia, Canada
    (November 1990  September
      2004) Since October 2004David ELLIOTT (1)(3)Non-Executive Director
      British Columbia, Canada
    Since April 2005Iemrahn HASSEN Executive Director and Chief Financial
      Officer Gauteng, South Africa
    Since May 2008Wayne KIRK(1)(3)
      Non-Executive Director
      California, United States
    Since July 2005Popo MOLEFE(1)(3)
      Non-Executive Director
      and Co-Chairman North West Province, South Africa
    Since September 2004Harold MOTAUNG Executive Director and Chief Operating
      Officer Gauteng, South Africa
    Since September 2004Tumelo MOTSISI (2)Acting President, Chief
      Executive Officer, and Executive Director Gauteng, South Africa
    Since September 2004Sipho NKOSI Non-Executive Director Gauteng, South
      Africa
    Since September 2004Rizelle SAMPSON Non-Executive Director Gauteng,
      South Africa
    Since September 2004


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- 68 -

Name, position with the Company and province or state
      and country of residence
    Period(s) as a Director of
      the CompanyRonald THIESSEN (2)Executive Director
      British Columbia, Canada
    Since April 1996


|(1) | Member of the Audit Committee.                  
|--- | ------------------------------------------------
|(2) | Member of Compensation Committee.               
|(3) | Member of Nominating and Governance
  Committee.

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:

SCOTT COUSENS  Director

Scott Cousens provides management, technical and financial
services to a number of publicly traded companies. Mr. Cousens focus since 1991
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.

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

Company
    Positions Held
    From
    ToAmarc Resources
      Ltd.
    Director
    September 1995
    PresentAnooraq Resources
      Corporation
    Director
    September 1996
    PresentContinental Minerals Corporation
    Director
    June 1994
    PresentFarallon Resources
      Ltd.
    Director
    December 1995
    April
      2007Great Basin Gold
      Ltd.
    Director
    March
      1993
    November 2006Northern Dynasty
      Minerals Ltd.
    Director
    June
      1996
    PresentRockwell Diamonds
      Inc.
    Director
    November 2000
    PresentTaseko Mines
      Limited
    Director
    October 1992
    Present


ANU DHIR, BA, JD  Director

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

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- 69 -

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

Company
    Positions Held
    From
    ToKatanga Mining Limited
    Director
    March
      2004
    November 2004Vice President, Corporate Development
    January 2006
    PresentAndina Minerals
      Inc.
    Officer
    January 2006
    November 2006


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

Robert 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 40 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 was within the past five years, an officer
and/or director of the following public companies:

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    April
      1993
    PresentCo-Chairman
    September 2000
    April
      2004Chairman
    April
      2004
    PresentAnooraq Resources Corporation
    Director
    November 1990
    September 2004Director
    October 2004
    PresentChairman
    April
      2004
    September 2004Co-Chairman
    October 2004
    PresentContinental Minerals Corporation
    Director
    June
      2004
    PresentChairman
    June
      2004
    January 2006Co-Chairman
    January 2006
    December 2006Detour Gold
      Corporation
    Director
    August
      2006
    PresentFarallon Resources Ltd.
    Director
    July
      1991
    April
      2007Chairman
    April
      2004
    September 2004Co-Chairman
    September 2004
    April
      2006Great Basin Gold Ltd.
    Director
    May
      1986
    November 2006Co-Chairman
    September 2000
    April
      2004Chairman
    April
      2004
    December 2005Co-Chairman
    December 2005
    November 2006Northern Dynasty Minerals Ltd.
    Director
    June
      1994
    PresentCo-Chairman
    November 2001
    April
      2004Chairman
    April
      2004
    Present


---

- 70 -

Company
    Positions Held
    From
    ToRockwell Diamonds Inc.
    Director
    November 2000
    September 2006Chairman
    November 2000
    September 2006Taseko Mines Limited
    Director
    January 1991
    PresentChairman
    April
      2004
    July
      2005Co-Chairman
    July
      2005
    May
      2006


DAVID ELLIOTT, B.Comm., ICD.D., FCA  Director

David Elliott graduated from the University of British Columbia
with a Bachelor of Commerce degree and then acquired a Chartered Accountant
designation. In 2006, he became a certified director with the Institute of
Corporate Directors. 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 1997, he joined Lantic Sugar in
Toronto as Executive Vice President. He also 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 involved with
food distribution as well as manufacturing and distribution of pet and animal
feed. For several years, he worked with companies developing e-mail and data
management services. Currently, Mr. Elliott is a director and Audit Committee
chairman of Anooraq Resources Corporation, Great Basin Gold Ltd., Northern
Dynasty Minerals Ltd. and Taseko Mines Limited.

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

Company
    Positions Held
    From
    ToAnooraq Resources
      Corporation
    Director
    April
      2005
    PresentGreat Basin Gold
      Ltd.
    Director
    July
      2004
    PresentNorthern Dynasty
      Minerals Ltd.
    Director
    July
      2004
    PresentStorageFlow Systems Corp.
    Director
    May
      2002
    June
      2004President & COO
    May
      2002
    June
      2003Taseko Mines
      Limited
    Director
    July
      2004
    Present


IEMRAHN HASSEN, CA  Chief Financial Officer and
Director

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

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- 71 -

WAYNE KIRK, BA, LLB  Director

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

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

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

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


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

Dr. Molefe is a South African citizen. He completed his second
successful term as the Premier of the Northwest Province in April 2004. He was
awarded the Harvard University Certificate in Conflict Resolution and has
diplomas in leadership from the Wharton School of Business and the Harvard
Kennedy School, the John F. Kennedy School of Government. Over the last ten
years, Dr. Molefe has been instrumental in facilitating the development of
businesses in the North West Province, particularly in the mining and tourism
sector. He, therefore, brings a depth of leadership experience to Anooraq.

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

Company
    Positions Held
    From
    ToAnooraq Resources
      Corporation
    Director
    September 2004
    PresentEqstra Holdings
      Limited
    Director
    March
      2008
    PresentImperial Holdings
      Limited
    Director
    June
      2005
    PresentArmaments Corporation of South Africa Limited
    Chairman
    October 2004
    PresentSimeka Business Solutions Group Limited (formerly
      Xantium Technology Holdings)
    Director
    July 2004
    Present


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- 72 -

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

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

In Mr. Motaungs capacity as a Chief Director of the Mine
Inspectorate, he was appointed on numerous boards of governmentassociated
institutions including the National Nuclear Reactor, the Deep Mining Board and
the Mining Qualifications Authority. Mr. Motaung also chaired the Mines Research
Board, which administered a mining safety fund. He also represented the South
African government in a number of international and bi-national engagements with
foreign countries, and was a member of the DME executive team responsible for
the briefs and presentations at the Parliamentary Portfolio Committee on the
status of minerals and energy within the country, which culminated in the
enactment of the MPRD Act. Mr. Motaung left the DME to establish a mining and
geological consultancy, African Minerals Professionals (Pty) Ltd. Mr. Motaung
has been a director of Anooraq since September 2004 and is not a director of any
other public companies.

TUMELO MOTSISI, BA, LLM, MBA  Director and Acting President
and Chief Executive Officer

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

In 1998 he established Kopano Ke Matla Investment Company, the
investment arm of South Africas largest trade union federation, the Congress of
South African Trade Unions. He was subsequently appointed as the Chief Executive
Officer of Kopano Ke Matla. Mr. Motsisi recently resigned his position as
Executive Chairperson of Prosperity Holdings, a financial services company
established between Kopano Ke Matla, NBC Financial Services and Peregrine
Holdings, in order to pursue his interests in the mining and energy sectors. Mr.
Motsisi is a member and director of several South African private companies. Mr.
Motsisi has been a director of Anooraq since September 2004 and is not a
director of any other public companies.

SIPHO NKOSI, B.Comm, MBA  Director

Mr. Nkosi is South African and holds a Bachelor of Commerce
degree from the University of South Africa and a Master of Business
Administration from the University of Massachusetts in the eastern United
States. He has an extensive background in the mining and power industries. He
was a founder and Chief Executive Officer of Eyesizwe Coal (Pty) Ltd
(Eyesizwe), one of the countrys largest coal producers. Eyesizwes assets
were part of the empowerment transaction, which involved the unbundling of the
iron ore assets of Kumba Resources Limited (Kumba) and the relisting of Kumba
as Exxaro Resources Limited (Exxaro). Mr. Nkosi is currently the Chief
Executive Officer of Exxaro. 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.

---

- 73 -

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

Company
    Positions Held
    From
    ToAnooraq Resources
      Corporation
    Director
    November 2004
    PresentExxaro Resources Limited
    Director
    November 2006
    August
      2007Chief Executive Officer
    September 2007
    PresentGreat Basin Gold
      Ltd.
    Director
    August
      2003
    PresentSanlam Limited
    Director
    March
      2006
    Present


RIZELLE 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 the
Western Cape.

Ms. Sampson has previously held the positions of Portfolio
Administrator (Institutional Clients) at Investec Asset Managers, Chief of Staff
at the Ministry of Communications and Manager (Office of the CEO) at Sentech
Ltd. She is a co-founder and executive director of African Footprint Investment
Holdings (Pty) Ltd (AFIH), an investment holding company that is black women
owned and managed. Ms. Sampson represents AFIH on the boards of Tellumat (Pty)
Ltd, BD Sarens (Pty) Ltd. She is also a director of Independent Power Southern
Africa, a JSE and AIM listed power generation company and a member of the
Sentech Educational Fund Advisory Board and is the chairperson of the National
Electronic Institute of South Africa. Ms. Sampson has been a director of Anooraq
since September 2004.

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

Company
    Positions Held
    From
    ToAnooraq Resources
      Corporation
    Director
    September 2004
    PresentIPSA Group PLC
    Director
    January 2008
    Present


RONALD THIESSEN, CA  Director

Ronald Thiessen is a Chartered Accountant with professional
experience in finance, taxation, mergers, acquisitions and re-organizations.
Since 1986, Mr. Thiessen has been involved in the acquisition and financing of
mining and mineral exploration companies. Mr. Thiessen is 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.

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- 74 -

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

Company
    Positions Held
    From
    ToAmarc
      Resources Ltd.
    Director
    September 1995
    PresentPresident and ChiefExecutive Officer
    September 2000
    PresentAnooraq
      Resources Corporation
    Director
    April 1996
    PresentPresident and ChiefExecutive Officer
    September 2000
    August 2007Continental
      MineralsCorporation
    Director
    November 1995
    PresentPresident and ChiefExecutive Officer
    September 2000
    January 2006Co-Chairman
    January 2006
    PresentDetour Gold Corporation
    Director andChairman
    July 2006
    PresentFarallon Resources Ltd.
    Director
    August 1994
    PresentPresident and ChiefExecutive Officer
    December 1999
    September 2004Co-Chairman
    September 2004
    December 2005Chairman
    December 2005
    PresentGreat Basin Gold Ltd.
    Director
    October 1993
    PresentPresident and ChiefExecutive Officer
    September 2000
    December 2005Co-Chairman
    December 2005
    November 2006Chairman
    November 2006
    PresentNorthern
      Dynasty Minerals Ltd.
    Director
    November 1995
    PresentPresident and ChiefExecutive Officer
    November 2001
    PresentRockwell
      Diamonds Inc.
    Director
    November 2000
    September, 2007President and ChiefExecutive Officer
    November 2000
    September 2006Chairman
    September 2006
    September, 2007Taseko Mines Limited
    Director
    October 1993
    PresentPresident and ChiefExecutive Officer
    September 2000
    July 2005Co-Chairman
    July 2005
    May 2006Chairman
    May 2006
    PresentTri-Gold Resources Corp.
    Director
    July 1992
    March 2006


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

As used in this Annual Report, Named Executive Officer means
each person who acted as the Chief Executive Officer or the Chief Financial
Officer during the most recently completed financial year and

---

- 75 -

each of the three 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 fiscal
year and whose total salary and bonus exceeds $150,000, as well as any
additional individuals for whom disclosure would have been provided except that
the individual was not serving as an officer of the Company at the end of the
most recently completed financial year end.

During Anooraqs financial year ended December 31, 2007, the
aggregate cash compensation paid or payable by Anooraq or its consolidated
subsidiaries to its directors and executive officers was $1,476,297.

The following table provides a summary of compensation earned
by Named Executive Officers during each of the last three financial years:

Summary Compensation Table

Name and
      Principal Position
    Year
    Annual
      Compensation
    Long-Term Compensation
    All
      Other Compensation ($)Awards
    PayoutsSalary ($)
    Bonus (S)
    Other Annual
      Compensation($)
    Securities Under
      Options **/SARS****Granted**
      (3)
    Shares or Units
      Subject to Resale **Restrictions**
      ($)
    LTIP Payouts
      ($)Ronald Thiessen(1)Former
      President and Chief Executive Officer
    2007
    29,651
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil2006
    55,070
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil2005
    98,473
    Nil
    Nil
    120,
      000
    Nil
    Nil
    NilTumelo Motsisi(2)Acting President
      and Chief Executive Officer
    2007
    334,000
    Nil
    Nil
    975,000
    Nil
    Nil
    Nil2006
    235,000
    80,000
    Nil
    Nil
    Nil
    Nil
    Nil2005
    235,000
    80,000
    NIL
    525,000
    Nil
    Nil
    NilJeffrey Mason(3)Former Secretary
      and Chief Financial Officer
    2007
    21,868
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil2006
    44,342
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil2005
    61,840
    Nil
    Nil
    120,000
    Nil
    Nil
    NilHarold Motaung Chief Operating Officer
    2007
    275,000
    Nil
    Nil
    535,000
    Nil
    Nil
    Nil2006
    225,000
    35,000
    Nil
    Nil
    Nil
    Nil
    Nil2005
    225,000
    35,000
    Nil
    525,000
    Nil
    Nil
    NilPhumzile Langeni(4)VP
      Investor Relations
    2007
    97,500
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil2006
    195,000
    25,000
    Nil
    Nil
    Nil
    Nil
    Nil2005
    195,000
    25,000
    Nil
    250,000
    Nil
    Nil
    NilIemrahn Hassen, Chief Financial Officer
    2007
    128,333
    Nil
    Nil
    126,000
    Nil
    Nil
    NilNicholas James (5)Managing Director
      Operations
    2007
    51,895
    Nil
    Nil
    250,000
    Nil
    Nil
    NilJoel Kesler Corporate Finance &
      Business Development
    2007
    243,000
    Nil
    Nil
    475,000
    Nil
    Nil
    Nil2006
    205,000
    25,000
    Nil
    Nil
    Nil
    Nil
    Nil2005
    205,000
    25,000
    Nil
    525,000
    Nil
    Nil
    Nil


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

---

- 76 -

Each director of the Company who is an independent director
(namely Messrs. Kirk, Elliott, Molefe, Nkosi and Sampson) is paid an annual
directors fee of $35,000 plus an additional fee of $5,000 for the Audit
Committee Chairperson and $3,000 for other Committee Chairpersons. Executive
officers do not receive additional compensation for serving as directors.

Long-Term Incentive Plans Awards

A long term incentive plan ("LTIP") is "a plan providing
compensation intended to motivate performance over a period greater than one
financial year" and does not include option or stock appreciation rights
("SARs") plans or plans for compensation through shares or units that are
subject to restrictions on resale. The Company did not award any LTIPs to any
Named Executive Officer, or any other officer or director of the Company, during
the most recently completed financial year.

Stock Options and SARs

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 offices. An extension of an option or
replacement grant is a grant of a new option. Also, options include any grants
made to a Named Executive Officer, or any other officer or director of the
Company, 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.

A stock appreciation right (SAR) is a right to receive a
payment of cash or an issue or transfer of shares based wholly or in part on
changes in the trading price of the Common Shares. The Company did not have a
SARs plan during the most recently completed financial year.

Share options totaling 2,361,000 were granted and none were
exercised by the Named Executive Officers during the financial year ended
December 31, 2007.

Aggregate Option/SAR Exercises during the Most Recently
Completed Financial Year and Financial Year-End Option/SAR Values

NAMED EXECUTIVE
      OFFICERS
    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 (3)Ronald Thiessen
    Nil
    Nil
    120,000 / 0
    $168,000 / 0Tumelo Motsisi
    Nil
    Nil
    1,500,000 / 0
    $3,630,750 / 0Jeffrey Mason (1)
    Nil
    Nil
    120,000 / 0
    $168,000 / 0Harold Motaung
    Nil
    Nil
    1,060,000/0
    $2,323,950/0Phumzile Langeni
      (2)
    Nil
    Nil
    0 /
      0
    0 /
      0Iemrahn Hassen
    Nil
    Nil
    126,000/0
    $412,020/0Nicholas James
    Nil
    Nil
    125,000/125,000
    $408,750/$408,750Joel Kesler
    Nil
    Nil
    1,000,000 / 0
    $2,145,750 / 0


|Notes:
|------
|(1)   
|(2)   
|(3)   

---

- 77 -

No share options were re-priced on behalf of the Named
Executive Officers during the financial year ended December 31, 2007. The
December 31, 2007 closing price of the Common Shares as quoted on the TSX-V was
$4.49, on AMEX was USD $4.47 and on the JSE was ZAR32.90.

Pension Plans

There is no defined benefit or actuarial plan in place.

Termination of Employment, Change in Responsibilities and
Employment Contracts

There are written employment contracts for Mr. I. Hassen, the CFO of the Company, and Mr. N. James, Vice President – Mining Operations. There are no written employment contracts between the Company and any other Named Executive Officer.

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

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

Other

Other than the foregoing, the aggregate value of other
compensation (including benefits) paid by the Company and its subsidiaries to
directors and officers of the Company did not exceed the lesser of $10,000 times
the number of directors and officers and 10% of the cash compensation paid to
executive officers during the financial period ended December 31, 2007.

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

All directors were re-elected at the June 20, 2007 annual
general meeting and all directors have a term of office expiring at the next
annual general meeting of Anooraq, to be held in June 2008. 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, 2007 for their services in their capacity as directors and
consultants except as herein disclosed. For the fiscal period ended December 31,
2007, Anooraq compensated its directors directly and indirectly for services by
paying them an aggregate of $1,124,412.

The Audit Committee is currently comprised of Messrs. Elliott,
Kirk and Molefe, all of whom is independent and unrelated directors. The audit
committee is elected by the directors of Anooraq. Its primary function is to
review the financial statements of the Company before they are submitted to the
board for approval. The audit committee exercises all board power with respect
to appointment and compensation of the Companys auditors and assist the board
as required, internal financial controls, and financial information for
publication for various purposes.

---

- 78 -

The Compensation Committee is currently comprised of Messrs.
Thiessen and Motsisi, neither of whom are independent. The function of this
committee is to assist the Board of Directors in fulfilling its responsibilities
relating to the compensation practices of the executive officers of the Company.
Specifically, this Committee has been empowered to evaluate the performance of
the executive officers of the Company and to recommend to the Board of Directors
the compensation level of the executive officers; to conduct such surveys and
studies as the Committee deems appropriate to determine competitive salary
levels; to review the strategic objectives of the stock option and other
stock-based compensation plans of the Company; to administer the stock option
plan and to consider any other matters which, in the Committees judgment,
should be taken into account in reaching the recommendation to the Board of
Directors concerning the compensation levels of the Companys executive
officers.

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

At June 25, 2008, Anooraq had no direct employees in Canada.
There were 11 employees in South Africa. Anooraq's administrative and
exploration functions are primarily administered through HDSI. (see Item 7B). Hunter Dickinson Services Inc. currently
has approximately 130 employees.

---

- 79 -

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

Security Holdings of Insiders who are Management and Directors
(as at June 25, 2008)

Name, position with the Company andprovince or state and country ofresidence
    Period(s) as aDirector of theCompany
    Common Sharesbeneficiallyowned,controlled ordirected
    Percentage ofoutstandingCommonSharesScott COUSENSExecutive DirectorBritish Columbia, Canada
    Since September1996
    895,400 (7)(directly andindirectly
      held)
    0.4%Anu DHIRNon-Executive DirectorLondon, England
    Since May 29, 2008
    Nil
    Robert DICKINSONNon-Executive Director and Co-ChairmanBritish Columbia, Canada
    (November 1990 September 2004)Since October 2004
    500,000 (1)(7)(directly held)
    0.3%David ELLIOTT (4)(6)Non-Executive DirectorBritish Columbia, Canada
    Since April 2005
    Nil (8)
    Iemrahn HASSENExecutive Director and Chief FinancialOfficerGauteng, South Africa
    Since May 9, 2008
    Nil(9)
    Wayne KIRK (4)(6)Non-Executive DirectorCalifornia, United States
    Since July 2005
    Nil (10)
    Popo MOLEFE (4)(6)Non-Executive Director and Co-ChairmanNorth West Province, South Africa
    Since September2004
    Nil (11)
    Harold MOTAUNGExecutive Director and Chief OperatingOfficerGauteng, South Africa
    Since September2004
    8,235,500 (2)(12)(indirectly held)
    4.4%Tumelo MOTSISI (5)Acting President, Chief Executive Officer,and Executive DirectorGauteng, South Africa
    Since September2004
    14,118,001 (3)(13)(indirectly held)
    7.6%Sipho NKOSINon-Executive DirectorGauteng, South
      Africa
    Since November2004
    Nil (14)
    Rizelle SAMPSONNon-Executive DirectorGauteng, South
      Africa
    Since September2004
    Nil (15)
    Ronald THIESSEN (5)Executive DirectorBritish
      Columbia, Canada
    Since April 1996
    620,923 (7)(directly held)
    0.3%


---

- 80 -

Notes:

|(1)  | Certain of these Common Shares are held in the name of
      United Mineral Services Ltd., a private company controlled by Mr.
      Dickinson.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  | Indirect holdings being 70 of the 1,000 ordinary shares
      in the issued and outstanding share capital of Pelawan Investments
      (Proprietary) Limited, multiplied by the number of Common Shares
      (117,650,010) held by the Pelawan Trust.                                                                                                                                                                                                                                                                                                                                                                                                          
|(3)  | Indirect holdings being 120 of the 1,000 ordinary shares
      in the issued and outstanding share capital of Pelawan Investments
      (Proprietary) Limited, multiplied by the number of Common Shares
      (117,650,010) held by the Pelawan Trust.                                                                                                                                                                                                                                                                                                                                                                                                         
|(4)  | Member of the Audit Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(5)  | Member of Compensation Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(6)  | Member of Nominating and Governance Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(7)  | Mr. Cousens, Mr. Dickinson and Mr. Thiessen hold options
      to purchase 120,000 Common Shares at an exercise price of $1.40 per share
      expiring on December 17, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(8)  | Mr. Elliott holds options to purchase 120,000 Common
      Shares at an exercise price of $1.40 per share expiring on December 17,
      2010 and 240,000 Common Shares at $2.97 per share expiring on October 15,
      2012.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(9)  | Mr. Hassen holds options to purchase 126,000 Common
      Shares at an exercise price of $3.27 per share expiring on October 15,
      2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(10) | Mr. Kirk holds options to purchase 360,000 Common Shares
      at $2.97 per share expiring on October 15, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(11) | Mr. Molefe holds options to purchase 200,000 Common
      Shares at an exercise price of $1.40 per share expiring on December 17,
      2010 and 440,000 Common Shares at $2.97 per share expiring on October 15,
      2012.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(12) | Mr. Motaung holds options to purchase 525,000 Common
      Shares at an exercise price of $1.40 per share expiring on December 17,
      2010 and 535,000 Common Shares at $2.97 per share expiring on October 15,
      2012.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(13) | Mr. Motsisi holds options to purchase 525,000 Common
      Shares at an exercise price of $1.40 per share expiring on December 17,
      2010 and 975,000 Common Shares at $2.97 per share expiring on October 15,
      2012.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(14) | Mr. Nkosi holds options to purchase 100,000 Common Shares
      at an exercise price of $1.40 per share expiring on December 17, 2010 and
      240,000 Common Shares at $2.97 per share expiring on October 15,
    2012.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(15) | Ms. Sampson holds options to purchase 100,000 Common
      Shares at an exercise price of $1.40 per share expiring on December 17,
      2010 and 240,000 Common Shares at $2.97 per share expiring on October 15,
      2012.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | On December 20, 2007, the Pelawan
      Trust exercised the warrants by depositing an escrowed amount equal to the
      aggregate exercise price (CAD 225 million or ZAR 1,586 billion) into an
      interest bearing account with Rand Merchant Bank (RMB), to be released
      pursuant to a deposit account agreement between RMB, Pelawan and Anooraq
      upon the satisfaction of certain release conditions. The Anooraq common
      shares underlying the warrants will be issued to the Pelawan Trust upon
      receipt by Anooraq of the exercise price per common share, plus the
      interest accrued thereon up to the date of
  receipt.

As at June 25, 2008 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 [including 117.7m held in
trust] 142,019,834 common shares (approximately 76.7% of all outstanding shares)
and held options to acquire an additional 2,650,000 common shares. The common
shares underlying the BEE Warrants will be issued to the Pelawan Trust upon
receipt by Anooraq of the exercise price per common share, plus the interest
accrued thereon up to the date of receipt. To the knowledge of the directors and
officers of Anooraq, as at such date, there were no persons exclusive of the
directors and officers, their affiliates and the Pelawan Trust, holding more
than 10% of the issued common shares.

|b) | Options
|-- | -------

The only equity compensation plan which the Company has in
place is the share option plan (the "2005 Plan") which was previously approved
by shareholders on June 17, 2005. The 2005 Plan has been established to provide
incentive to qualified parties to increase their proprietary interest in the
Company and thereby encourage their continuing association with the Company. The
Plan is administered by the

---

- 81 -

Compensation Committee of the Board of Directors. The Plan
provides that options will be issued to directors, officers, employees or
consultants of the Company or a subsidiary of the Company. The shareholders have
approved the issuance of a maximum of 18,300,000 Common Shares under the Plan.
All options typically expire five years after the date of grant of such
option.

Eligible Optionees

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

Options may be granted only to an individual or to a company
that is wholly owned by individuals eligible for an option grant. If the option
is granted to a company, the company must provide 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 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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) | an option has a maximum term of up to ten years and
      terminates 30 days following the termination of the optionees employment
      or other relationship with the Company, except in the case of retirement
      or death. In the case of retirement, it terminates 30 to 90 days, at
      managements discretion, following retirement. In the case of death, it
      terminates at the earlier of one year after the event or the expiry of the
      option. Vesting of options is at the discretion of the Compensation
      Committee at the time the options are granted; and
| | d) | the minimum exercise price of an option granted under the
      Stock Option Plan must not be less than the closing price for shares of
      the Company as traded on the 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).                                                                                                                                                                                                                                    

The following table sets out equity compensation plan
information as at the end of the financial year ended December 31, 2007.

---

- 82 -

Numberof securities to be
      issued upon exercise of outstanding options,
      warrants and rights
    Weighted-average
      exercise price of outstanding options,
      warrants and rights
    Number of securities remaining
      available for future issuance under equity
      compensation plans (excluding securities reflected
      in column (a))Plan Category
    (a)
    (b)
    (c)Equity compensation plans approved by security
      holders - (the Share Plan)
    7,695,000
    2.43
    4,770,000Equity compensation plans not approved by security
      holders
    _
    _
    _Total
    7,695,000
    2.43
    4,770,000


As at June 25, 2008, an aggregate of 7,670,000 common shares of
the Company have been reserved for issuance pursuant to the following employee,
director, executive officer and service provider stock options:

|                              |  |                     |  |  |                   |  |   | Exercise |  |  | Number          | 
|----------------------------- |  | ------------------- |  |  | ----------------- |  | - | -------- |  |  | --------------- | 
|Option holder
      Status    |  | Date
      of Grant |  |  | Expiry
      Date |  |   | Price    |  |  | of
      Shares | 
|Directors and Officers of the |  | May 2, 2005         |  |  | December 17, 2010 |  | $ | 1.40     |  |  | 1,930,000       | 
|Company and its               |  | October 15, 2007    |  |  | October 15, 2012  |  | $ | 2.97     |  |  | 3,030,000       | 
|Subsidiaries                  |  | October 15, 2007    |  |  | October 15, 2012  |  | $ | 3.27     |  |  | 126,000         | 
|                              |  |                     |  |  |                   |  |   |          |  |  |                 | 
|                              |  |                     |  |  |                   |  |   |          |  |  |                 | 
|Employees and Consultants     |  | May 2, 2005         |  |  | December 17, 2010 |  | $ | 1.40     |  |  | 765,000         | 
|                              |  | October 15, 2007    |  |  | July 1, 2010      |  | $ | 2.97     |  |  | 119,000         | 
|                              |  | October 15, 2007    |  |  | October 15, 2012  |  | $ | 2.97     |  |  | 1,450,000       | 
|                              |  | October 15, 2007    |  |  | October 15, 2012  |  | $ | 3.27     |  |  | 250,000         | 
|                              |  |                     |  |  |                   |  |   |          |  |  | 7,670,000       | 

In the 12 month financial year ended December 31, 2007, 988,200
options were exercised.

---

- 83 -

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

|A. | Major Shareholders
|-- | ------------------

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

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

As at June 25, 2008, to the knowledge of the directors and
executive officers of Anooraq, the only persons who beneficially own, directly
or indirectly, or control or direct, five percent (5%) or more of the issued and
outstanding Anooraq Shares are as follows:

Shareholder Name and Address
    Number of Shares
      Held
    Percentage of Issued
      Common SharesThe Pelawan Trust, as Trustee (1)Pelawan
      Investments (Proprietary) Limited, as Beneficiary 
      4th Floor, 82 Grayston Drive
      Sandton, South Africa
    117,650,010
    63.5%Mr Tumelo M. Motsisi (2)
      4th Floor, 82 Grayston Drive
      Sandton, South Africa
    14,118,001 (Part of the 117,650,010
      shown above, see note 2 below)
    7.6%The Canadian Depository for Securities Limited ("CDS")
      (3)25 The Esplanade PO Box 1038 Stn A Toronto, ON
      M5W 1G5
    53,461,996
    28.9%


|(1) | These shares are registered in the name of Pelawan Trust,
      which holds such shares in trust for Pelawan pursuant to escrow
      arrangements described in "The Acquisition  Description of Lockup
      Arrangements for Consideration Shares" in the August 2004 Circular
      (available at the British Columbia Securities Commission or at the website
      www.sedi.ca as described above.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                         
|(2) | Indirect holdings being 120 of the 1,000 ordinary shares
      in the issued and outstanding share capital of Pelawan, multiplied by the
      number of common shares of Anooraq (117,650,010) 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.                                                                                           

---

- 84 -

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.

As of June 25, 2008, the number of registered shareholders of
record (and the number and percentage of shares held by such shareholders) is as
follows:

Number of registeredshareholders of
    
    
    Number of
    
    
    Percentage ofLocation
    
    record
    
    
    shares
    
    
    total
      sharesCanada
    
    37
    
    
    54,076,663
    
    
    29.2%United States
    
    35
    
    
    3,987,005
    
    
    2.2%Other
    
    4
    
    
    127,166,339
    
    
    68.6%76
    
    
    185,230,007


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

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

To the knowledge of management of the Company, no informed
person (a director, officer or holder of 10% or more of the Common Shares) or
nominee for election as a director of the Company or any associate or affiliate
of any informed person or proposed director had any interest in any transaction
which has materially affected or would materially affect the Company or any of
its subsidiaries during the year ended December 31, 2007, or has any interest in
any material transaction in the current year other than as set out herein.

Pelawan Settlement Agreement

In December 2006, the Company entered into a Settlement
Agreement with Pelawan to waive the deemed dilutive financing contemplated in
the 2004 Pelawan RTO Share Exchange Agreement between the Company and Pelawan,
as described more fully in paragraph A.2. of Item 4 above.

Pelawan Amending Agreement

In connection with the exercise of the BEE Warrants by the
Pelawan Trust, the Company entered into the Amending Agreement with Pelawan to
amend the exercise procedure of the BEE Warrants, as described more fully in
paragraph A.2. of Item 4 above.

Amendments to current Anooraq-Pelawan control
structure

Certain amendments (the Amendments) are being proposed to the
current shareholding arrangements between the Company and Pelawan. The
Amendments are required in order to harmonize the restrictions in the various
agreements between Pelawan and Anooraq with those in the Holdco Shareholders
Agreement and to allow for the completion and implementation of the Lebowa
Transaction. The Amendments are subject to the approval of the shareholders of
Anooraq.

---

- 85 -

Other related party transactions

| |                                           |  |      |  |   | Year ended  |  |   | Year ended  |  |   | Year ended  | 
| | ----------------------------------------- |  | ---- |  | - | ----------- |  | - | ----------- |  | - | ----------- | 
| |                                           |  | Note |  |   | December 31 |  |   | December 31 |  |   | December 31 | 
| | Services rendered
      by                |  | ref  |  |   | 2007        |  |   | 2006        |  |   | 2005        | 
| | Hunter Dickinson Services Inc.            |  | (a)  |  | $ | 798,330     |  | $ | 1,023,633   |  | $ | 1,297,159   | 
| | Hunter Dickinson Group Inc.               |  | (b)  |  |   |            |  |   |            |  |   | 9,600       | 
| | Pelawan Investments (Proprietary) Limited |  | (c)  |  |   |            |  |   |            |  |   | 658,035     | 
| | CEC Engineering Ltd.                      |  | (d)  |  |   | 26,589      |  |   | 127,781     |  |   | 166,662     | 

| |                                             |  |     |  |   | December 31 |  |   | December 31 |  |  |  | 
| | ------------------------------------------- |  | --- |  | - | ----------- |  | - | ----------- |  |  |  | 
| | Related party
      balances receivable     |  |     |  |   | 2007        |  |   | 2006        |  |  |  | 
| | Hunter Dickinson Services Inc.              |  | (a) |  | $ |            |  | $ | 98,820      |  |  |  | 
| | Southgold Exploration (Proprietary) Limited |  | (e) |  |   |            |  |   | 39,796      |  |  |  | 
| | Receivable from related parties             |  |     |  | $ |            |  | $ | 138,616     |  |  |  | 

| | Related party balances payable       |  |     |  |   | December 31 |  |   | December 31 |  |  |  | 
| | ------------------------------------ |  | --- |  | - | ----------- |  | - | ----------- |  |  |  | 
| | (included in
      accounts payable) |  |     |  |   | 2007        |  |   | 2006        |  |  |  | 
| | Hunter Dickinson Services Inc.       |  | (a) |  | $ | 44,042      |  | $ |            |  |  |  | 
| | CEC
      Engineering Ltd.           |  | (d) |  |   | 1,567       |  |   | 6,435       |  |  |  | 
| |                                      |  |     |  | $ | 45,609      |  | $ | 6,435       |  |  |  | 

|(a) | Hunter Dickinson Services Inc. ("HDSI") is a private
      company owned equally by eight public companies, one of which is Anooraq.
      HDSI and its wholly owned subsidiaries, including Tecnicos HD de Mexico SA
      de CV and Servicios HD de Mexico SA de CV have certain directors in common
      with the Company, and provide geological, corporate development,
      administrative and management services to, and incur third party costs on
      behalf of, the Company on a full cost recovery basis pursuant to an
      agreement dated December 31, 1996. The balances receivable from (payable
      to) HDSI and its subsidiaries have resulted from advances against future
      work, services, or cost reimbursements, or from HDSI providing periodic
      short-term working capital advances to the Company.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(b) | Hunter Dickinson Group Inc. ("HDGI") was a private
      company with certain directors in common with the Company that provided
      consulting services to, and incurred costs on behalf of, the Company, at
      market rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(c) | Pelawan is a significant shareholder of the Company and
      has certain directors in common with the Company. Pelawan became a
      majority shareholder on September 29, 2004. During the years ended
      December 31, 2006 and 2007, the Company paid $nil (year ended December 31,
      2005  $658,035) for technical, corporate development, administrative and
      management services provided to, and repayment of costs paid on behalf of,
      the Company. Pelawan's employees and consultants were transferred to
      Plateau, a subsidiary of the Company, as of July 1, 2005 and are charging
      their time and services directly to Plateau.                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(d) | During the year ended December 31, 2007, the Company paid
      or accrued $26,589 (year ended December 31, 2006  $127,781) to CEC
      Engineering Ltd, a private company owned by a former director, for
      engineering and project management services at market rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(e) | Southgold Exploration (Proprietary) Limited ("Southgold")
      is a wholly-owned subsidiary of Great Basin Gold Ltd., a Canadian public
      company which has certain directors in common
with                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

---

- 86 -

|    | the Company. Southgold shares certain premises and other
      facilities with the Company pursuant to a cost-sharing arrangement based
      on a full cost recovery basis.                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                         
|(f) | Micawber is a private South African corporation which is
      owned 50% by Anglo Platinum and 50% by the Company; hence it is a related
      party. The Company accounts for its investment in Micawber using the
      equity method.

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

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

HDSI provides management services to Anooraq, pursuant to a
geological and administrative services agreement dated for reference December
31, 1996. HDSI is a private company owned equally by eight publicly traded
exploration and mining companies (one of which is the Company) and is managed by
persons who include directors of the Company.

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

As an umbrella organization, HDSI provides, both cost and
expertise advantages to the companies through access to a shared
multidisciplinary team of mining and financial professionals. This includes:
management capability, geological, engineering and environmental expertise,
financial acumen, and administrative and support services. In addition, HDSI
organizes and shares leased premises and office and technical equipment for
staff to perform their duties. As of June 25, 2008, HDSI employed or

---

- 87 -

retained on a substantially full-time basis, 31 geoscientists
(of which 13 are professional geologists/PGeo, and two are geological
engineers/PEng.), 13 licensed professional mining, mechanical or civil engineers
(PEng.), 20 accountants (including 14 CAs and four CGAs) and approximately 67
administrative and support personnel.

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

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

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

Not applicable.

---

- 88 -

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

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

See Item 17  "Financial Statements".

Legal Proceedings

As of December 31, 2007, there are no material legal or
arbitration proceedings against Anooraq or any of its subsidiaries, nor, to the
knowledge of Anooraq, are such proceedings pending or threatened, that may have
or have had in the previous 12 months a material effect on Anooraqs financial
position, other than as disclosed herein.

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

Dividend Policy

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

|B. | Significant Changes
|-- | -------------------

There have been no significant changes to the business of
Anooraq since December 31, 2007.

---

- 89 -

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

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

High and Low Market Prices

|                   |  | TSXV Exchange |  |  |           |  |  |      |  |  | JSE: ARQ | 
|------------------ |  | ------------- |  |  | --------- |  |  | ---- |  |  | -------- | 
|                   |  | ARQ           |  |  | AMEX: ANO |  |  |      |  |  |          | 
|                   |  | High          |  |  | Low       |  |  | High |  |  | Low      | 
|                   |  | CAD           |  |  | CAD       |  |  | USD  |  |  | USD      | 
|                   |  |               |  |  |           |  |  |      |  |  |          | 
|Annual             |  |               |  |  |           |  |  |      |  |  |          | 
|2008 (to May 2008) |  | 4.69          |  |  | 2.80      |  |  | 4.82 |  |  | 2.77     | 
|2007               |  | 5.38          |  |  | 2.04      |  |  | 5.63 |  |  | 2.04     | 
|2006               |  | 1.46          |  |  | 0.58      |  |  | 1.29 |  |  | 0.55     | 
|2005               |  | 1.57          |  |  | 0.74      |  |  | 1.35 |  |  | 0.64     | 
|2004               |  | 4.18          |  |  | 1.55      |  |  | 3.18 |  |  | 1.11     | 
|2003               |  | 2.20          |  |  | 0.40      |  |  | 1.65 |  |  | 0.28     | 
|                   |  |               |  |  |           |  |  |      |  |  |          | 
|By Quarter         |  |               |  |  |           |  |  |      |  |  |          | 
|Calendar 2004      |  |               |  |  |           |  |  |      |  |  |          | 
|First Quarter      |  | 4.18          |  |  | 1.60      |  |  | 3.18 |  |  | 1.23     | 
|Second Quarter     |  | 3.50          |  |  | 1.63      |  |  | 2.68 |  |  | 1.19     | 
|Third Quarter      |  | 2.70          |  |  | 1.55      |  |  | 2.00 |  |  | 1.11     | 
|Fourth Quarter     |  | 2.04          |  |  | 1.55      |  |  | 1.68 |  |  | 1.19     | 
|                   |  |               |  |  |           |  |  |      |  |  |          | 
|Calendar 2005      |  |               |  |  |           |  |  |      |  |  |          | 
|First Quarter      |  | 1.57          |  |  | 1.21      |  |  | 1.35 |  |  | 1.00     | 
|Second Quarter     |  | 1.33          |  |  | 0.84      |  |  | 1.09 |  |  | 0.75     | 
|Third Quarter      |  | 1.20          |  |  | 0.85      |  |  | 0.99 |  |  | 0.71     | 
|Fourth Quarter     |  | 0.97          |  |  | 0.74      |  |  | 0.83 |  |  | 0.64     | 
|                   |  |               |  |  |           |  |  |      |  |  |          | 
|Calendar 2006      |  |               |  |  |           |  |  |      |  |  |          | 
|First Quarter      |  | 1.46          |  |  | 0.83      |  |  | 1.27 |  |  | 0.72     | 
|Second Quarter     |  | 1.46          |  |  | 0.81      |  |  | 1.29 |  |  | 0.73     | 
|Third Quarter      |  | 0.94          |  |  | 0.62      |  |  | 0.85 |  |  | 0.56     | 
|Fourth Quarter     |  | 1.46          |  |  | 0.58      |  |  | 1.25 |  |  | 0.55     | 
|                   |  |               |  |  |           |  |  |      |  |  |          | 
|Calendar 2007      |  |               |  |  |           |  |  |      |  |  |          | 
|First Quarter      |  | 3.12          |  |  | 2.04      |  |  | 2.84 |  |  | 2.13     | 
|Second Quarter     |  | 3.39          |  |  | 3.04      |  |  | 3.08 |  |  | 2.04     | 
|Third Quarter      |  | 3.51          |  |  | 2.23      |  |  | 3.35 |  |  | 2.11     | 
|Fourth Quarter     |  | 5.38          |  |  | 3.81      |  |  | 5.63 |  |  | 2.84     | 
|                   |  |               |  |  |           |  |  |      |  |  |          | 
|Monthly            |  |               |  |  |           |  |  |      |  |  |          | 
|January 2008       |  | 4.69          |  |  | 2.80      |  |  | 4.82 |  |  | 2.77     | 
|February 2008      |  | 4.46          |  |  | 2.92      |  |  | 4.47 |  |  | 2.95     | 
|March 2008         |  | 4.12          |  |  | 3.17      |  |  | 4.24 |  |  | 3.11     | 
|April 2008         |  | 3.96          |  |  | 3.16      |  |  | 3.96 |  |  | 3.16     | 
|May 2008           |  | 3.84          |  |  | 3.04      |  |  | 3.90 |  |  | 3.01     | 

---

- 90 -

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

Not applicable.

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

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

---

- 91 -

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

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

Not applicable for an Annual Report.

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

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

---

- 92 -

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.

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

---

- 93 -

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) | the Term Loan Agreement between Rustenburg Mines Limited
      and Plateau Resources (Pty) Limited signed on October 31, 2006 as
      described under Item 4 paragaraph A.2;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | the Settlement Agreement between Pelawan, Anooraq and the
      Pelawan Trust, as described under Item 4 paragaraph A.2; and                                                 
|(c) | the Warrant Amendment Agreement between Anooraq and Pelewan made as of December 20, 2007.                                                                                    

---

- 94 -

|D. | Exchange Controls
|-- | -----------------

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

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

The Investment Act generally prohibits implementation of
a reviewable investment by an individual, government or agency thereof,
corporation, partnership, trust or joint venture (each an "entity") that is not
a "Canadian" as defined in the Investment Act (a "non-Canadian"), unless
after review the Director of Investments appointed by the minister responsible
for the Investment Act is satisfied that the investment is likely to be
of net benefit to Canada. The size and nature of a proposed transaction may give
rise to an obligation to notify the Director to seek an advance ruling. An
investment in the Common Shares by a non-Canadian other than a "WTO Investor"
(as that term is defined in the Investment Act and which term includes
entities which are nationals of or are controlled by nationals of member states
of the World Trade Organization) when Anooraq was not controlled by a WTO
Investor, would be reviewable under the Investment Act if it was an
investment to acquire control of Anooraq and the value of the assets of Anooraq,
as determined in accordance with the regulations promulgate one third under the
Investment Act, was $5 million or more, or if an order for review was made by
the federal cabinet on the grounds that the investment related to Canada's
cultural heritage or national identity, regardless of the value of the assets of
Anooraq. An investment in the Common Shares by a WTO Investor, or by a
non-Canadian when Anooraq was controlled by a WTO Investor, would be reviewable
under the Investment Act if it was an investment to acquire control of
Anooraq and the value of the assets of Anooraq, as determined in accordance with
the regulations promulgated under the Investment Act, was not less than a
specified amount, which for 2007 was CAD 281 million and for 2008 is CAD 295
million. A non-Canadian would acquire control of Anooraq for the purposes of the
Investment Act if the non-Canadian acquired a majority of the Common
Shares. The acquisition of less than a majority but one-third or more of the
Common Shares would be presumed to be an acquisition of control of Anooraq
unless it could be established that, on the acquisition, Anooraq was not
controlled in fact by the acquirer through the ownership of the Common
Shares.

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

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

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

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

|E. | Taxation
|-- | --------

Material Canadian Federal Income Tax Consequences for United
States Residents

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

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

Dividends

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

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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. If the
Common Shares are listed on a prescribed stock exchange, which currently
includes the American Stock Exchange, a Common Share generally will not be
taxable Canadian property to a U.S. Holder if, at any time during the 60 months
preceding the disposition, the U.S. Holder or persons with whom the U.S. Holder
did not deal at arm's length alone or together owned, or had an interest or
option in respect of, 25% or more of Anooraq's issued shares of any class or
series.

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

United States Tax Consequences

United States Federal Income Tax Consequences

The following is a general discussion of material United States
federal income tax consequences, under current law, generally applicable to a
U.S. Holder (as hereinafter defined) of common shares of Anooraq. This
discussion does not address all potentially relevant federal income tax matters
and it does not address consequences peculiar to persons subject to special
provisions of federal income tax law, such as those described below as excluded
from the definition of a U.S. Holder. In addition, this discussion does not
cover any state, local or foreign tax consequences (see Item 10E  "Taxation 
Material Canadian Federal Income Tax Consequences for United States Residents"
above). Accordingly, holders and prospective holders of common shares of Anooraq
should consult their own tax advisors about the specific federal, state, local,
and foreign tax consequences to them of purchasing, owning and disposing of
common shares of Anooraq, based upon their individual circumstances.

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

U.S. Holders

As used herein, a "U.S. Holder" means a holder of common shares
of Anooraq who is a citizen or individual resident of the United States, a
corporation or partnership created or organized in or under the laws of the
United States or of any political subdivision thereof, an estate whose income is
taxable in the United States irrespective of source or a trust subject to the
primary supervision of a court within the United States and control of a United
States fiduciary as described Section 7701(a)(30) of the Code. This summary does
not address the tax consequences to, and U.S. Holder does not include, persons
subject to

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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

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

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

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

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income, however, and therefore does not anticipate that any
U.S. Holder will be eligible for the dividends received deduction.

Under current Treasury Regulations, dividends paid on Anooraq's
common shares, if any, generally will not be subject to information reporting
and generally will not be subject to U.S. backup withholding tax. However,
dividends and the proceeds from a sale of Anooraq's common shares paid in the
U.S. through a U.S. or U.S. related paying agent (including a broker) will be
subject to U.S. information reporting requirements and may also be subject to
the 28% U.S. backup withholding tax, unless the paying agent is furnished with a
duly completed and signed Form W-9. Any amounts withheld under the U.S. backup
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.

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Other Considerations

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

Passive Foreign Investment Company

United States income tax law contains rules governing "passive
foreign investment companies" ("PFIC") which can have significant tax effects on
U.S. Holders of foreign corporations. These rules do not apply to non-U.S.
Holders. Section 1297 of the Code defines a PFIC as a corporation that is not
formed in the United States if, for any taxable year, either (i) 75% or more of
its gross income is "passive income," which includes interest, dividends and
certain rents and royalties or (ii) the average percentage, by fair market value
(or, if the corporation is not publicly traded and either is a controlled
foreign corporation or makes an election, by adjusted tax basis), of its assets
that produce or are held for the production of "passive income" is 50% or more.
Anooraq appears to have been a PFIC for the fiscal years ended December 31, 2005
through December 31, 2007, and at least certain prior fiscal years. Each U.S.
Holder of Anooraq is urged to consult a tax advisor with respect to how the PFIC
rules affect such U.S. Holder's tax situation.

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

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

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

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U.S. Holder who makes (i) a timely QEF election, or (ii) an
untimely QEF election and either of the above-described gain-recognition
elections under Section 1291 is referred to herein as an "Electing U.S. Holder."
A U.S. Holder who holds common shares at any time during a year of Anooraq in
which Anooraq is a PFIC and who is not an Electing U.S. Holder (including a U.S.
Holder who makes an untimely QEF election and makes neither of the
above-described gain-recognition elections) is referred to herein as a
"Non-Electing U.S. Holder." An Electing U.S. Holder (i) generally treats any
gain realized on the disposition of his Company common shares as capital gain;
and (ii) may either avoid interest charges resulting from PFIC status
altogether, or make an annual election, subject to certain limitations, to defer
payment of current taxes on his share of Anooraq's annual realized net capital
gain and ordinary earnings subject, however, to an interest charge. If the U.S.
Holder is not a corporation, any interest charge imposed under the PFIC regime
would be treated as "personal interest" that is not deductible.

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

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

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

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

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If Anooraq is a PFIC for any taxable year during which a
Non-Electing U.S. Holder holds common shares, then Anooraq will continue to be
treated as a PFIC with respect to such common shares, even if it is no longer
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 common shares had been
sold on the last day of the last taxable year for which it was a PFIC.

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

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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 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.

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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/A 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.

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- 104 -

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

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

|(a) | 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 (refer to (c) below). As a result, the Company
is subject to foreign exchange risk from fluctuations in foreign exchange rates.
The Company has not entered into any derivative or other financial instruments
to mitigate this foreign exchange risk.

|(b) | 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.

|(c) | Interest Rate Risk
|--- | ------------------

Anooraq has a financing agreement with Anglo Platinum whereby
Anglo Platinum, through its wholly owned subsidiary Rustenburg Platinum Mines,
loaned an amount of ZAR70 million to Plateau. The loan bears interest at prime
plus two percent, as quoted by the Standard Bank of South Africa and is subject
to interest rate change risks.

|(d) | 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.

---

- 105 -

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

Not applicable.

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- 106 -

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

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- 107 -

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

None.

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

None.

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

Section 1.01      Internal Controls
over Financial Reporting Procedures

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

The Companys management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, has evaluated the
effectiveness of internal control over financial reporting based on the
framework and criteria established in Internal Control  Integrated Framework,
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, our management has concluded that internal control
over financial reporting was effective as of December 31, 2007 to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with GAAP.

Section 1.02      Disclosure
Controls and Procedures

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

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

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

Item 16A.      Audit Committee
Financial Expert

Composition of the Audit Committee

The board of directors has determined that Mr. David Elliott is
a member of the audit committee of the Company who qualifies as an audit
committee "financial expert" based on his education and experience. Mr. Elliott
is "independent", as that term is defined by the rules of the American Stock
Exchange. Mr. Elliott is an accredited Chartered Accountant in Canada.

Relevant Education and Experience

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

- the accounting principles used by the Company to prepare its financial
  statements, and the ability to assess the general application of those
  principles in connection with estimates, accruals and reserves;
- reviewing or evaluating financial statements that present a breadth and
  level of complexity of accounting issues that are generally comparable to the
  breadth and complexity of issues that can reasonably be expected to be raised
  by the Company's financial statements, and
- an understanding of internal controls and procedures for financial
  reporting.

Mr. Kirk is an experienced securities lawyer, Dr. Molefe is an
experienced businessman and Mr Elliott is a Chartered Accountant.

Item 16B.      Code of
Ethics

The Company has adopted a Code of Ethics that applies to the
Companys chief executive officer, the chief financial officer, other members of
senior management and to employees and consultants generally which is included
in the corporate governance policies and procedures manual adopted by the Board
of the Company in November, 2007 (The Code of Ethics). As adopted, the
Company's Code of Ethics sets forth standards that are designed, among other
things, to prevent wrongdoing and to promote:

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

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- 111 -

- accountability for adherence to the Code of Ethics.

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

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

Item 16C.      Principal Accountant
Fees and Services

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

Nature of Services
    Fees paid to auditor in year ended
      December 31, 2007
    Fees paid to auditor in year ended
      December 31, 2006Audit Fees (1)
    $135,000
    $164,000Audit-Related Fees
      (2)
    $32,500
    $17,000Tax Fees (3)
    Nil
    NilAll Other Fees (4)
    Nil
    NilTotal
    $167,500
    $
      181,000


Notes:

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

The Company has procedures for the review and pre-approval of
any services performed by its auditors. The procedures require that all proposed
engagements of its auditors for audit and non-audit services be submitted to the
Audit Committee for approval prior to the beginning of any such services. The
Audit Committee considers such requests, and, if acceptable to a majority of the
Audit Committee members, pre-approves such audit and non-audit services by a
resolution authorizing management to engage the Companys auditors for such
audit and non-audit services, with set maximum dollar amounts for each

---

- 112 -

itemized service. During such deliberations, the Audit
Committee assesses, among other factors, whether the services requested would be
considered "prohibited services" as contemplated by the regulations of the US
Securities and Exchange Commission, and whether the services requested and the
fees related to such services could impair the independence of the auditors.

Item 16D.      Exemptions from
Listing Standards for Audit Committees

Not applicable.

Item 16E.      Purchases Of Equity
Securities by the Issuer and Affiliated Purchasers

None.

---

- 113 -

PART III

---

- 114 -

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

The following attached financial statements are incorporated
herein:

| | 1. | Report of the Independent Registered Public Accounting
        Firm (KPMG LLP) on the consolidated balance sheets as at December 31,
        2007 and 2006 and the consolidated statements of operations and comprehensive
        loss, shareholders equity, and cash flows for the years ended December
        31, 2007, 2006 and 2005;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                            
| | 2. | Report of the Independent Registered
        Public Accounting Firm (KPMG LLP) on internal controls over financial
        reporting;                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                            
| | 3. | Consolidated balance sheets as at December
        31, 2007, and 2006;                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                            
| | 4. | Consolidated statements of operations
        and and comprehensive loss for the years ended December 31, 2007, 2006
        and 2005;                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                            
| | 5. | Consolidated statements of shareholders
        equity for the periods refereed to in (3) above;                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                            
| | 6. | Consolidated statements of cash flows
        for the periods referred to in (3) above;                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                            
| | 7. | Notes to the consolidated financial
        statements.                                                                                                                                                                                                                                                                                    

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- 115 -

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

Not Applicable. See Item 17.

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- 116 -

|        |         
|------- | --------
|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/A  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/A  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/A  for the year ended October 31, 2003
|4A.1 | Shareholders Agreement between Pelawan, Anooraq and the
      Pelawan Trust made as of September 19, 2004                                                                                      
|11   | Code of Ethics. Incorporated by reference to Anooraqs
    Annual Report on Form 20-F/A  for the year ended October 31, 2003                                                                   
|4A.1 | Term Loan Agreement between Rustenburg Mines Limited and
      Plateau Resources (Pty) Limited signed on October 31, 2006                                                                      
|4A.2 | The Settlement Agreement between Pelawan, Anooraq and the
      Pelawan Trust made as of December 28, 2006                                                                                     

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

|7.1  | Corporate Governance
    Policies and Procedures Manual issued as of November 22, 2007(1)                                                                                                                   
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7.2  | Warrant amendment agreement
    between Anooraq and Pelawan made as of December 20, 2007(1)                                                                                                                 
|12.1 | Certification
        of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange
    Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                   
|12.2 | Certification of Chief Financial
        Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002                                   
|13.1 | Certification
        of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange
        Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002

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- 117 -

|13.2 | Certification
        of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange
        Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
        the Sarbanes-Oxley Act of 2002
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.1 | Audited Financial Statements(2)                                                                                                                                                                                 
|99.2 | Management's Discussion and Analysis(1)                                                                                                                                                                         
|     |                                                                                                                                                                                                                 
|(1)  | Previously included on Annual report filed on Form 20-F on July 15, 2008                                                                                                                                        
|(2)  | Previously included
      on Annual Report filed on Form 20-F/A on August 20, 2008                                                                                                                              

---

- 118 -

SIGNATURES

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

ANOORAQ RESOURCES CORPORATION

Per:

|/s/ Iemrahn
      Hassen                         | 
|------------------------------------------------ | 
|                                                 | 
|IEMRAHN HASSEN                                   | 
|Director, Chief Financial Officer, and Secretary | 

DATED:      September
  30 , 2008

---