---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 20-F

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

OR

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

For the Fiscal year ended **December 31,
2006**

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)

---

- 2 -

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

|Title of Each Class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Common Shares       | The 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, 2006: 148,220,407 Common Sharesand the number of outstanding common shares as of July 3, 2007 is
184,634,907

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  [   ]       
Non-accelerated Filer  [X]

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

---

- 3 -

CURRENCY AND EXCHANGE RATES

All monetary amounts contained in this Annual Report are,
unless otherwise indicated, expressed in Canadian Dollars. On July 3, 2007, the
Federal Reserve noon rate for Canadian Dollars was US$1.00: Cdn$1.0596 (see Item
3  "Key Information" for further historical exchange rate information).

---



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

|       | GLOSSARY OF TERMS                                                                 | 4  
|------ | --------------------------------------------------------------------------------- | ---
|       |                                                                                   |    
|ITEM1  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                             | 8  
|       |                                                                                   |    
|ITEM2  | OFFER STATISTICS AND EXPECTED TIMETABLE                                           | 9  
|       |                                                                                   |    
|ITEM3  | KEY INFORMATION                                                                   | 10 
|       |                                                                                   |    
|ITEM4  | INFORMATION ON THE COMPANY                                                        | 21 
|       |                                                                                   |    
|ITEM4A | UNRESOLVED STAFF COMMENTS                                                         | 54 
|       |                                                                                   |    
|ITEM5  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                      | 55 
|       |                                                                                   |    
|ITEM6  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                        | 61 
|       |                                                                                   |    
|ITEM7  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                 | 75 
|       |                                                                                   |    
|ITEM8  | FINANCIAL INFORMATION                                                             | 80 
|       |                                                                                   |    
|ITEM9  | THE OFFER AND LISTING                                                             | 81 
|       |                                                                                   |    
|ITEM10 | ADDITIONAL INFORMATION                                                            | 83 
|       |                                                                                   |    
|ITEM11 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK                  | 96 
|       |                                                                                   |    
|ITEM12 | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                            | 97 
|       |                                                                                   |    
|ITEM13 | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                   | 99 
|       |                                                                                   |    
|ITEM14 | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
      ANDUSE OF PROCEEDS | 100
|       |                                                                                   |    
|ITEM15 | CONTROLS AND PROCEDURES                                                           | 101
|       |                                                                                   |    
|ITEM16 | RESERVED                                                                          | 102
|       |                                                                                   |    
|ITEM17 | FINANCIAL STATEMENTS                                                              | 105
|       |                                                                                   |    
|ITEM18 | FINANCIAL STATEMENTS                                                              | 106
|       |                                                                                   |    
|ITEM19 | EXHIBITS                                                                          | 107

---

- 2 -

PART 1

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

Anooraq uses the Canadian dollar as its reporting currency. All
references in this document to "dollars" or "$" are expressed in Canadian
dollars, unless otherwise indicated. On July 3, 2007 the Federal Reserve noon
rate for Canadian dollars was US$1.00 to Cdn$1.0596. See also Item 3 - "Key
Information" for more detailed currency and conversion information.

Except as noted, the information set forth in this Annual
Report is as of July 3, 2007 and all information included in this document
should only be considered correct as of such date.

References to this "Annual Report" are references to this
Annual Report on Form 20-F for the fiscal period ended December 31, 2006.

FORWARD LOOKING STATEMENTS

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

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

---

- 3 -

- misjudgements in the course of preparing forward-looking statements.

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

---

- 4 -

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

Certain terms used herein are defined as follows:

Anglo Platinum
    Anglo American Platinum Corporation Limited, a public
      company incorporated under the laws of South Africa.August 2004 Circular
    The management information circular dated August 11, 2004
      in respect of the extraordinary general meeting of the Company held on
      September 10, 2004, available on SEDAR at www.sedar.com.AMEX
    The American Stock Exchange.BEE
    Black Economic Empowerment, a strategy aimed at
      substantially increasing participation by HDP at all levels in the economy
      of South Africa. BEE is aimed at redressing the imbalances of the past
      caused by the apartheid system in South Africa by seeking to substantially
      and equitably increase the ownership and management of South Africa's
      resources by the majority of its citizens and so ensure broader and more
      meaningful participation in the economy by HDP.Charter
    The Broad Based Socio-Economic Empowerment Charter for
      the South African mining industry released in October 2002 and formally
      published in August 2004.DME
    South Africas Department of Minerals and Energy.Ga-Phasha Project
    The Ga-Phasha PGM Project, a joint venture with Anglo
      Platinum located on the Eastern Limb of the Bushveld Complex in South
      Africa.HDI
    Hunter Dickinson Inc., a corporation incorporated under
      the laws of Canada which is a related party to Anooraq.HDP
    Historically Disadvantaged Persons, being South Africans
      (and entities controlled by them) who suffered under the discriminatory
      practices of the system of apartheid.Micawber
    Micawber 277 (Proprietary) Limited, a private company
      incorporated under the laws of South Africa and which holds the mineral
      title in respect of the Ga-Phasha Project.MineralDevelopment 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 ShareExchange Agreement
    The Share Exchange Agreement between Pelawan and Anooraq
      made as of January 21, 2004 and as amended from time to time.Pelawan RTOShareholdersAgreement
    The Shareholders Agreement between Pelawan, Anooraq and
      the Pelawan Trust made as of September 19, 2004.Pelawan Trust
    The trust established in accordance with a Trust Deed
      dated September 2, 2004, the present trustees of which are Deneys Reitz
      Trustees (Proprietary) Limited, Tumelo Moathlodi Motsisi and Asna Chris
      Harold Motaung.PGM
    Platinum Group Metals 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.


---

- 5 -

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.Royalty Bill
    The Mineral and Petroleum Royalty Bill, placed
      before the parliament of South Africa as a money bill by the South African
      Minister of Finance on March 10, 2003 in relation to proposed royalties to
      be levied by South Africa in respect of mining rights.RPM or Rustenburg
    Rustenburg Platinum Mines Limited, a public company
      incorporated under the laws of South Africa, being a wholly owned
      subsidiary of Anglo Platinum.SARB
    The Exchange Control Department of the South African
      Reserve Bank.South Africa
    The Republic of South Africa.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.


---

- 6 -

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, 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
      and Proven Categories. (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 natural, solid,
      inorganic or fossilized organic material in or on the Earth's crust in
      such form and quantity and of such a grade or quality that it has
      reasonable prospects for economic extraction. The location, quantity,
      grade, geological characteristics and continuity of a Mineral Resource are
      known, estimated or interpreted from specific geological evidence and
      knowledge. Mineral Resources are sub-divided, in order of
      increasing geological confidence, into Inferred, Indicated and Measured
      categories. An Inferred Mineral Resource has a lower level of confidence
      than that applied to an Indicated Mineral Resource. An Indicated Mineral
      Resource has a higher level of confidence than an Inferred Mineral
      Resource but has a lower level of confidence than a Measured Mineral
      Resource. (1) Inferred Mineral Resource.An Inferred
      Mineral Resource is that part of a Mineral Resource for which quantity
      and grade or quality can be estimated on the basis of geological evidence
      and limited sampling and reasonably


---

- 7 -

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, "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
    = acresmetres
    3.281
    = feetkilometres
    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


---

- 8 -

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

Not applicable.

---

- 9 -

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

Not applicable.

---

- 10 -

|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, 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
each of the previous fiscal years. The financial statements have been prepared
in accordance with Canadian generally accepted accounting principles ("Canadian
GAAP"). Note 11 to the financial statements 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 atCANADIAN GAAP
      
      December 31,
      
      
      December 31,
      
      
      December 31,
      
      
      December 31,
      
      
      October 31,
      
      
      October 31,2006
      
      
      2005
      
      
      2004
      
      
      2003
      
      
      2003
      
      
      2002Period End Balances
      
      
      
      
      
      
      
      
      
      
      (unaudited)Total assets
      $
      21,829
      
      $
      13,836
      
      $
      24,480
      
      $
      30,991
      
      $
      9,857
      
      $
      7,726Total liabilities
      
      12,853
      
      
      379
      
      
      1,413
      
      
      179
      
      
      528
      
      
      92Share capital andcontributed surplus
      
      55,056
      
      
      55,032
      
      
      52,338
      
      
      48,283
      
      
      25,573
      
      
      20,048Deficit
      
      (46,080
      )
      
      (41,575
      )
      
      (29,271
      )
      
      (17,471
      )
      
      (16,244
      )
      
      (12,414
      )Working capital
      
      12,143
      
      
      4,781
      
      
      14,375
      
      
      26,599
      
      
      5,111
      
      
      3,277Equipment, net
      
      73
      
      
      174
      
      
      198
      
      
      13
      
      
      17
      
      
      38Mineral property interests
      
      8,241
      
      
      8,502
      
      
      8,494
      
      
      4,200
      
      
      4,200
      
      
      4,200Shareholders' equity
      
      8,976
      
      
      13,457
      
      
      23,067
      
      
      30,812
      
      
      9,328
      
      
      7,633Number of sharesoutstanding
      
      148,220,407
      
      
      148,220,407
      
      
      148,020,407
      
      
      54,009,607
      
      
      40,164,172
      
      
      32,148,463


---

- 11 -

US GAAP
    
      December
        31,
    
    
      December
        31,
    
    
      December
        31,
    
    
      December
        31,
    
    
    October
      31,
    
    
    October
      31,2006
    
    
      2005
    
    
      2004
    
    
      2003
    
    
    2003
    
    
    2002Period End
      Balances
    
      
    
    
      
    
    
      
    
    
      (unaudited)Total assets
    $
      21,829
    
    $
      13,836
    
    $
      24,480
    
    $
      30,991
    
    $
    9,857
    
    $
    7,726Total liabilities
    
      12,853
    
    
      379
    
    
      1,413
    
    
      179
    
    
    528
    
    
    92Share capital andcontributed surplus
    
      55,056
    
    
      55,032
    
    
      52,338
    
    
      48,283
    
    
    25,573
    
    
    20,048Deficit
    
      (46,080
    )
    
      (41,575
    )
    
      (29,271
    )
    
      (17,471
    )
    
    (16,244
    )
    
    (12,414
    )Working capital
    
      12,143
    
    
      4,781
    
    
      14,375
    
    
      26,599
    
    
    5,111
    
    
    3,277Equipment, net
    
      73
    
    
      174
    
    
      198
    
    
      13
    
    
    17
    
    
    38Mineral property interests
    
      8,241
    
    
      8,502
    
    
      8,494
    
    
      4,200
    
    
    4,200
    
    
    4,200Shareholders' equity
    
      8,976
    
    
      13,457
    
    
      23,067
    
    
      30,812
    
    
    9,328
    
    
    7,633Number of sharesoutstanding
    
      148,220,407
    
    
      148,220,407
    
    
      148,020,407
    
    
      54,009,607
    
    
    40,164,172
    
    
    32,148,463


****No dividends have been declared.

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

CANADIAN GAAP
    
    
    
    
    
    
    
    
    
    
    2 months12 months
    
    
    12 months
    
    
    14 months
    
    
    ended
    
    
    12 months
    
    
    12 monthsended
    
    
    ended
    
    
    ended
    
    
    December 31
    
    
    ended
    
    
    endedStatement of
    
    December 31
    
    
    December 31
    
    
    December 31
    
    
    2003
    
    
    October 31
    
    
    October 31Operations Data
    
    2006
    
    
    2005
    
    
    2004
    
    
    (unaudited)
    
    
    2003
    
    
    2002Investment and otherincome
    $
    118
    
    $
    120
    
    $
    486
    
    $
    24
    
    $
    46
    
    $
    38General and administrativeexpenses
    
      3,856
    
    
    6,469
    
    
    4,612
    
    
    387
    
    
    1,903
    
    
    1,426Exploration expenditures
    
    767
    
    
    5,955
    
    
    8,901
    
    
    864
    
    
    1,973
    
    
    976Loss
    
    (4,504
    )
    
    (12,304
    )
    
    (13,027
    )
    
    (1,227
    )
    
    (3,829
    )
    
    (2,364
    )Loss per common share
    
    (0.03
    )
    
    (0.08
    )
    
    (0.18
    )
    
    (0.03
    )
    
    (0.11
    )
    
    (0.08
    )US GAAP
    
    
    
    
    
    
    
    
    
    
    2 months12 months
    
    
    12 months
    
    
    14 months
    
    
    ended
    
    
    12 months
    
    
    12 monthsended
    
    
    ended
    
    
    ended
    
    
    December 31
    
    
    ended
    
    
    endedStatement of
    
    December 31
    
    
    December 31
    
    
    December 31
    
    
    2003
    
    
    October 31
    
    
    October 31Operations Data
    
    2006
    
    
    2005
    
    
    2004
    
    
    (unaudited)
    
    
    2003
    
    
    2002Investment and otherincome
    $
    118
    
    $
    120
    
    $
    486
    
    $
    24
    
    $
    46
    
    $
    38General and administrativeexpenses
    
      3,856
    
    
    6,469
    
    
    4,612
    
    
    387
    
    
    1,903
    
    
    1,426Exploration expenditures
    
    767
    
    
    5,955
    
    
    8,901
    
    
    864
    
    
    1,973
    
    
    976Loss
    
      (4,504
    )
    
    (12,304
    )
    
    (13,027
    )
    
    (1,227
    )
    
    (3,829
    )
    
    (2,364
    )Loss per common share
    
    (0.03
    )
    
    (0.08
    )
    
    (0.18
    )
    
    (0.03
    )
    
    (0.11
    )
    
    (0.08
    )


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

---

- 12 -

Annual Exchange Rates

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

USD/CAD

12
      months
    
    
    12
      months
    
    
    14
      months
    
    
    12
      months
    
    
    12
      monthsended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    endedDecember 31
    
    
    December 31
    
    
    December 31
    
    
    October 31
    
    
    October 31Fiscal period ended
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002End of Period
    
    1.17
    
    
    1.16
    
    
    1.20
    
    
    1.32
    
    
    1.56Average for Period
    
    1.13
    
    
    1.21
    
    
    1.30
    
    
    1.44
    
    
    1.57High for Period
    
    1.17
    
    
    1.27
    
    
    1.38
    
    
    1.54
    
    
    1.62Low for Period
    
    1.09
    
    
    1.15
    
    
    1.20
    
    
    1.32
    
    
    1.50


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

CAD/ZAR

12
      months
    
    
    12
      months
    
    
    14
      months
    
    
    12
      months
    
    
    12
      monthsended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    endedDecember 31
    
    
    December 31
    
    
    December 31
    
    
    October 31
    
    
    October 31Fiscal period ended
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002End of Period
    
    0.165
    
    
    0.184
    
    
    0.213
    
    
    0.192
    
    
    0.156Average for Period
    
    0.169
    
    
    0.191
    
    
    0.202
    
    
    0.181
    
    
    0.147High for Period
    
    0.195
    
    
    0.213
    
    
    0.222
    
    
    0.202
    
    
    0.168Low
      for Period
    
    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 ("USD") into Canadian Dollars ("CAD") in
effect for the following months.

USD/CAD

January
    
    
    February
    
    
    March
    
    
    April
    
    
    May
    
    
    June2007
    
    
    2007
    
    
    2007
    
    
    2007
    
    
    2007
    
    
    2007Low for the period
    
    1.1649
    
    
    1.1585
    
    
    1.1529
    
    
    1.1067
    
    
    1.0699
    
    
    1.0580High
      for the period
    
    1.1824
    
    
    1.1853
    
    
    1.1811
    
    
    1.1584
    
    
    1.1135
    
    
    1.0684


---

- 13 -

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

CAD/ZAR

January
    
    
    February
    
    
    March
    
    
    April
    
    
    May
    
    
    June2007
    
    
    2007
    
    
    2007
    
    
    2007
    
    
    2007
    
    
    2007Low for the period
    
    0.1606
    
    
    0.1607
    
    
    0.1570
    
    
    0.1574
    
    
    0.1498
    
    
    0.1460High
      for the period
    
    0.1692
    
    
    0.1652
    
    
    0.1610
    
    
    0.1620
    
    
    0.1604
    
    
    0.1497


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 AIF. 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

---

- 14 -

(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 economic ore. Although the Company believes that exploration
data available is encouraging, particularly in respect to the Platreef 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 economic ore body and place it into commercial production, the
Company must raise substantial additional funding.

Economic Risk

The likelihood of the future profitability of Anooraqs
operations may be significantly affected by changes in the market price of the
metals it mines or explores for. The prices of PGM are volatile, and are
affected by numerous factors beyond Anooraqs control. The level of interest
rates, the rate of inflation, 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 further development and exploration of the various mineral
properties in which it holds interests is dependent upon Anooraqs ability to
obtain financing through any or all of the joint venturing of projects, 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,

---

- 15 -

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

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

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.

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

---

- 16 -

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.

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 in damage to mineral properties
or production facilities, personal injury or death, environmental damage to
Anooraqs properties or the properties of others, delays in mining, monetary
losses and possible legal liability.

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

Insurance coverage may not continue to be available or may not
be adequate to cover any resulting liability. Moreover, insurance against risks
such as environmental pollution or other hazards as a result of exploration and
production is not generally available to Anooraq or to other companies in the
mining

---

- 17 -

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 in Canada 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, 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 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

---

- 18 -

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 could 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. Of particular significance is the fact that Anooraqs operations in
South Africa are almost entirely paid for in South African Rand, which has
historically devalued against the United States dollar, but which recently has
shown unexpected and substantial strength against most major world currencies,
including the United States dollar. The strength in the South African Rand, if
it continues, will negatively impact the potential profitability of Anooraqs
mining operations.

The price of PGM is denominated in United States dollars and,
accordingly, Anooraqs 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 its operations efficiently. Any such limitations, or
the perception that such limitations may exist in the future, could have an
adverse impact upon Anooraqs valuation and stock price.

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.

---

- 19 -

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.

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

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

The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customers account. The bid and
offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customers confirmation.

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

Certain of Anooraqs Directors and Officers are Part-Time
and Serve as Directors and Officers of Other Companies

A majority 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

---

- 20 -

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.

Significant Potential Equity Dilution

As at July 3, 2007 there were 3,513,700 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
has issued to Pelawan 167 million warrants. Each warrant is exercisable until
December 31, 2008 and can be exercised 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 exercise of the outstanding
options and 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.

---

- 21 -

|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 Acton June 11, 2004, on
which date the Company altered its Notice of Articles to change its authorized
share structure from 200,000,000 common shares without par value to an unlimited
number of common shares without par value.

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

*2.**Summary Corporate History and Intercorporate Relationships*

From 1996 to mid-1999, the Companys mineral exploration was
focused on metal prospects located in Mexico. In October 1999, the Company
refocused its exploration on a South African PGM project, the Platreef
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 through outside-of-Canada corporations. The
Company holds 100% of the shares of N1C, which in turn holds 100% of the N2C
shares. N2C holds 100% of the shares of Plateau, a private South African mining
corporation purchased by Anooraq on August 28, 2001. Plateau holds the legal
rights to the mineral interests ("farms") comprising the Platreef 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 and Western Limbs of the "Bushveld Complex" and Pelawan's 50%
participation interest in the Ga-Phasha (previously known as "Paschaskraal")
Project on the Eastern Limb of the Bushveld in the Republic of South Africa. The
Ga-Phasha Project, located approximately 250 kilometres 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 Rustenburg, a wholly owned subsidiary of Anglo
Platinum, governed by, among other things, a shareholders' agreement relating to
Micawber entered into on September 22, 2004, (the Shareholders Agreement).

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- 22 -

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 totalling 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 provides 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 provides 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
totalling $98.4 million would have been deemed to have taken place as at such
date and the Company would have been obligated to issue to Pelawan that number
of shares which, after notionally

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- 23 -

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 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 Pelawan 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 after December 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (ii)  | Anooraq issued to Pelawan share purchase warrants for
        the purchase of 167 million common shares in Anooraq (“BEE Warrants”).
        The BEE Warrants are exercisable until December 31, 2008. The BEE Warrants
        can be exercised 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
        after December 31, 2006.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iii) | From the date of issue of the Adjustment Consideration
      Shares to Pelawan in (i) above or as a result of the exercise of any of
      the BEE Warrants up to the closing date of the Concurrent Financing, the
      common shares issued to Pelawan pursuant thereto are subject to a lock up
      arrangement and Pelawan 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 the event that Pelawan exercises any BEE
      Warrants, Pelawan 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 the aggregate common shares issued to Pelawan pursuant to such
      exercise, provided that all of the proceeds received by Pelawan from such
      disposal shall be applied by Pelawan 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, Pelawan
      shall be obliged to exercise the BEE Warrants to ensure, at a minimum,
      that Anooraq retains its status as a 52% BEE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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- 24 -

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 November 2006, Anooraq reached an agreement in principle
with Anglo Platinum, whereby Anglo Platinum would undertake a US$10 million
(ZAR70 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.

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

There have been changes since that time, resulting in ten board
positions. Phumzile Langeni, B.Comm., Executive Director, Investor Relations,
was appointed as a member of the Anooraq board effective December 9, 2004. Ms.
Langeni subsequently resigned from the Board of Directors in June 2007. Mr.
Segsworth resigned from the Anooraq board effective January 4, 2005. David
Elliott, B.Comm., FCA, was appointed as an independent director of the Anooraq
board as of April 20, 2005, and another independent director, Wayne Kirk, LLB,
was appointed to the Board in July 2005.

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- 25 -



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

*3.****Principal Capital Expenditures and Divestitures*

The Companys principal capital expenditures (there have been
no material divestitures) over the three fiscal years ended December 31, 2006,
2005, and 2004 are as follows:

Amounts CapitalizedFiscal Year
      Platreef Properties
      Ga-Phasha Project12 months ended December 31, 2006
      
      12 months ended December 31, 2005
      
      14 months ended December 31, 2004
      
      $ 5,875,000


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- 26 -

B.           
Business Overview

*1.*          
*Anooraq's Business Strategy and Principal Activities*

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

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

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

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

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

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

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

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

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- 27 -

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 Generally*

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

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

Old Order Mineral Tenure in South Africa

South African mineral tenure is currently 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 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.

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- 28 -

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 so called "old order" rights to
"new order" rights. Private holders of old order mineral rights have limited
exclusive time periods to convert these rights to new order rights once the
Mineral Development Act has come into effect. Holders of old-order mining
rights in respect of which a mining authorization has been granted under the
Minerals Act 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 1991
are 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;
- 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

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- 29 -

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 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 has until the earlier of the expiry dates of the relevant prospecting
  permits (which range from October 2005 to November 2006) and April 30, 2006 to
  apply for conversion to new order prospecting rights. The 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

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- 30 -

C.           
Organizational Structure

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

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

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

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

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

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

D.           
Property, 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.

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- 31 -

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

Regional Geology

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

Using a generally accepted simplistic model for the formation
of the Complex, it is envisaged that as the mafic magma slowly cooled, silicate,
sulphide, oxide and other minerals crystallized and sank to the bottom of the
magma chamber, to form texturally and mineralogically distinctive layers. The
removal of the more refractory minerals in this way depleted the magma in the
crystallising components and enriched the residual magma in the less refractory
elements. The magma therefore continuously changed in composition until it
solidified. In the Bushveld Complex this process has resulted in a layered
sequence of

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- 32 -

rocks up to eight kilometres thick. More importantly, during
this process PGM, nickel and copper (usually occurring with, or as, sulphide
minerals) became sufficiently enriched to form mineralized horizons at
predictable levels within the intrusion. As a result, the Bushveld Intrusive
Complex plays host to layered PGM deposits, usually with significant nickel and
copper contents.

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

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

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

The Platreef Properties

The Platreef Properties have no mining, plant or equipment
located thereon although the project has field accommodation and miscellaneous
exploration equipment on site.

Location and property description

The Platreef Properties is located on the Northern Limb of the
Bushveld Complex near the town of Mokopane (formerly Potgietersrust) in South
Africa, approximately 275 km northeast of Johannesburg.

The region is well serviced by the cities of Mokopane and
Polokwane (formerly Pietersburg), which together provide the infrastructure for
the substantial PGM mining industry. Highways and railways connect the region to
the major cities, ports and harbours of South Africa.

The property holdings comprise all or parts of 20 mineral
properties, called farms in South Africa, totalling 37 492 ha. The Platreef
Properties is divided into four geographical regions: the North Block, the
Central Block, the Rietfontein Block and the South Block. Two farms within the
Central Block, i.e. Drenthe and Witrivier and the northern part of Overysel
farm, which lies immediately to the south, now form the basis of the Boikgantsho
JV. The North and South Blocks fall under the Kwanda JV.

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Figure 2. Property Holdings, Platreef Properties

The Platreef Property 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.

Surface rights

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 R2 000/ha and R5 000/ha depending on the
infrastructure required to be developed on the farms.

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Mining and prospecting rights

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

Table 1. Platreef Mineral Rights

Property or Farm
    Type and status of mineral rightsPlatreef Properties  North Block:New order prospecting rights in all properties
      have been granted and are in the process of being notarially executed.Ham 699 LRGilead 729 LRElberfield 731 LRGideon 730 LRChlun 735 LRSwerweskraal 736 LRPlatreef Properties  South Block: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.Rondeboschje 295 KRCyferkuil 321 KRHaakdoornkuil 323 KRVaalkop 325 KRNaboomfontein 320 KRPlatreef Properties  Central Block:Portion 2 of the Farm Elandsfontein 766 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.Malokongskop 780 LRDrenthe 778 LRPortion 1 of the farm Elandsfontein LRHamburg 737 LRPortion 2 (a portion of portion 1) of Dorstland 768
      LRPortion 3 (a portion of portion 1) of Dorstland 768
      LRRemaining Extent of the Farm Witrivier 77 LRNoord Holland 775 LRPortion 1 of the Farm Witrivier 77 LRMineral Area 1, excluding Mineral Area 2, on the
      Remaining Extent of Dorstland 768 LRRemaining Extent of Portion 1 of Dorstland 768 LRPlatreef 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.


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Rietfontein Block

On 10 October 2001, Plateau Resources entered into an agreement
with African Minerals Limited, now Ivanplats, whereby Ivanplats had the right to
earn a 50% JV interest in the Companys 2 900 ha Rietfontein 2KS Farm. Under the
terms of this agreement, Ivanplats was to incur at least C$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 JV
with the Company on Rietfontein 2KS. There continues 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 completeness of Ivanplats exploration activities, which affects
whether Ivanplats completed its earn-in requirements. Plateau Resources and
Ivanplats are currently in an arbitration process, pursuant to the terms of the
earn-in agreement. The outcome of the arbitration is not currently determinable.

Kwanda JV (North Block and South Block)

On 16 May 2002, Plateau Resources completed an agreement with
RPM for the right to acquire up to an 80% interest in twelve new PGM farms
located on the Northern Limb of the Bushveld Complex, which farms are now known
as the Kwanda JV. Under the agreements with RPM, the Company has acquired an
initial 50% interest in the PGM rights to the twelve farms and can maintain this
interest by making staged exploration expenditure totalling R25 million within
five years. The Company is required to spend R2.5 million in year one (which has
been completed), R5 million in each of years two, three, and four, and R7.5
million in year five. The Company has not completed its exploration expenditure
requirement from year two to five, and the JV parties have mutually agreed to
suspend indefinitely any outstanding or future expenditure in respect of the
Kwanda JV.

When 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 Kwanda JV. The agreements also include plans
to involve local communities in future development of the properties. Any
participation in the Kwanda JV by local and regional communities will be
provided out of RPM's interest and any participation by a HDP partner will be
provided out of the Companys interest. However, participation by a HDP partner
is unlikely since Anooraq is a BEE company.

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Boikgantsho JV (Drenthe, Witrivier and
Overysel North)

The Boikgantsho JV comprises three properties, namely, Drenthe
778LR, Witrivier 777LR and Overysel North 815LR. The Boikgantsho JV property
outline is shown in Figure 2 below.



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

Boikgantsho JV Agreement

On 26 November 2003, Plateau Resources entered into the
Boikgantsho JV with PPRust. The Boikgantsho JV was formed to explore and develop
PGM and nickel mineralization on the Companys Drenthe 778LR and Witrivier 777LR
farms and a portion of PPRusts adjacent Overysel North 815LR farm. These farms
are located on the Northern Limb of the Bushveld Complex, situated immediately
north of Anglo Platinum's PP Rust North project expansion area.

The objective of the Boikgantsho JV is to explore and develop a
large-scale, open pit deposit. 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.

PPRust is contributing its rights to the northern portion of
the Overysel 815LR farm, lying south of and contiguous to the Drenthe 778LR
farm.

Pursuant to the terms of the Boikgantsho JV, Anooraq and Anglo
  Platinum formed an initial 50/50 JV 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 R12.35 million on behalf of the Boikgantsho JV, which amount
  has already been spent to date. 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).

Once the BFS has been completed, the parties, by agreement, may
proceed to exploitation subject to relevant regulatory requirements. If both
partners decide to proceed, then a joint management committee will be
established to oversee development and operations. At commencement of
exploitation the Boikgantsho JV interest allotted to each of Anooraq and Anglo
Platinum will be determined in proportion

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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 equalise their respective
contributions.

Should Anooraq choose not to proceed, then Anglo Platinum will
have the option to acquire Anooraq's interest at a price equal to the aggregate
of:

- the Net Present Value of exploiting Anooraq's mineral rights as a stand
  alone mining operation, by applying an agreed discount rate, as determined in
  the BFS; and
- all exploration expenditures incurred by Anooraq up to the completion of
  the BFS.

Should Anglo Platinum decide not to contribute to exploitation,
it will remain entitled to be diluted to a minimum 12.5% non-contributory
interest, adjusted depending on the final PGM royalty established under the
Royalty Bill, to a maximum of 15%.

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

Accessibility, Climate, Local
Resources, Infrastructure and Physiography

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

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

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

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

History

Central Block and Boikgantsho JV

Dr. Hans Merensky first discovered PGM in the Northern Limb of
the Bushveld Complex in 1924 and the region saw limited PGM production until
1930. Thereafter interest waned, particularly with the discovery and development
of the more platinum-rich Merensky Reef in the Western Limb. In the 1960s,
exploration attention was again focused on the Platreef of the Northern Limb and
in 1993, after nearly 30 years of sporadic exploration, the Sandsloot open pit
mine was brought into production. In 2003 a new

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open pit mine (Zwartfontein South) was developed on the farm
immediately north of Sandsloot. Total annual production (Dec 2004) from these
two mines approximates 350,000 oz of PGM. These deposits comprise only two of
six Anglo Platinum PGM deposits on the Platreef. 1

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

Between January and July 2000, Anooraq, through Plateau,
completed an exploration program consisting of diamond drilling and geochemical
soil sampling. Thirty-five holes (holes PR-01 to PR-35), totalling 6,762 metres,
were completed on the farms Drenthe and Witrivier. Twenty holes were drilled on
a 50 x 100 metres grid to follow-up on Plateaus 1998 holes, and to establish
the continuity of the mineralization in an area that extends north from the
boundary with the Anglo Platinum ground. Fifteen angled holes were drilled at
200 metres spacing along strike to the north, testing an additional 3.6
kilometre strike length. All but one of the 35 holes drilled in 2000
successfully intersected platinum-palladium-rhodium plus gold (4PGM) horizons
with associated copper-nickel mineralization. A further three holes (PR-36 to
PR-38), were drilled in 2002, one on each of the farms Drenthe, Noord Holland
and Dorstland. The Drenthe hole (PR-36) confirmed the down-dip continuity of the
4PGM mineralization intersected in one of the angled holes (PR-20). The
northernmost holes, i.e. PR-37 (Noord Holland) and PR-38 (Dorstland) intersected
rock sequences stratigraphically equivalent to the Platreef but with only
scattered low-grade PGM mineralization.

All 44 diamond drill holes completed on the farms Drenthe 778LR
and Witrivier 777LR from 1998-2002 intersected 3PGM mineralization along the 4.5
kilometres of strike tested and commonly several stacked zones of significant
mineralization were identified.

Anooraq geological staff completed geological modeling of the
  mineralization within the Platreef horizon based on results compiled prior to
  the 2003 program, and a preliminary estimate of the resource was made. In 2003,
  a Preliminary Assessment of the Drenthe deposit based the results of preliminary
  pit design and mine production scheduling studies were done, indicating that
  the Drenthe Project would be an economically robust open pit mine. This study
  was updated in 2005, based on drilling and a new resource estimate in 2004.
  A preliminary assessment is preliminary in nature and it includes inferred mineral
  resources that are considered too speculative geologically to have the economic
  considerations applied to them that would enable them to be categorized as mineral
  reserves, and there is no certainty that the preliminary assessment will be
  realized.

Rietfontein Block

In 2000, Anooraq conducted a 1,337 sample soil geochemical
survey on the northwestern portion of Farm Rietfontein that defined three
multi-element, PGM-base metal anomalies. As part of its earn-in agreement on
Rietfontein, Ivanplats diamond drill tested the two strongest anomalies with six
holes, totalling

_____________________________

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2,038 metres, in 2001-2002. Geochemically anomalous but very
low-grade PGM mineralization is dispersed throughout much of each hole.

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

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

No work was done on the Rietfontein Block in 2005 or 2006.

Kwanda - South Block

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

In 2002, Plateau carried out an integrated exploration program
of airborne geophysics, grid geochemistry and geological mapping in the area.
The geological, soil geochemical and magnetic surveys traced the pyroxenite unit
that hosts Pan Palladiums Northern PGM deposit for six kilometres across the
South Block farms. In 2003, an aggressive diamond drilling program, comprising
15 holes, totalling 2,465 metres, was conducted to assess this target for
similar deposits but did not encounter any significant PGM mineralization.

No work was done on the South Block in 2005 or 2006.

Boikgantsho Joint Venture

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

Drilling comprised step-out and infill holes on the Drenthe and
Witrivier farms and step-out holes on the northern portion of the Overysel Farm,
which lies immediately to the south of the Drenthe Farm. In general, drill holes
are spaced at 100 metre intervals along lines 100 metres apart on all three
farms, with large areas on the Drenthe farm drilled at 50 metre spacing along
lines 100 metres apart. The drilling programs expanded the Drenthe deposit and
outlined a new deposit called the Overysel North. As shown in Figure 2 above,
the Overysel North deposit is cut into two segments by a northeasterly trending
fault. A resource estimate was done based on drilling to mid September (see
Mineral Resource estimates, below).

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- 40 -

Metallurgical studies of core samples from the Drenthe and
Overysel were initiated in 2004. These are being carried out by Mintek, a
specialist mineral and metallurgical technology company, under the supervision
of Dowding Reynard & Associates, an engineering company that specializes in
management and process plant design. Both companies are based in South Africa.
Mineralogical investigations show the PGM grains to be quite coarse (45 microns
average) with 80 percent of the PGM grains occurring as discrete grains separate
from the base metal sulphides, and less than 10 percent associated with gangue.
Initial rougher flotation tests show high recoveries (Pd - 89%, Pt - 84%, Ni -
83%) at a relatively coarse grind of 60 percent finer than 75 microns. On-going
metallurgical test work will assess grind versus recovery and enhancements to
the concentrate grades.

Geological Setting and
Mineralization

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

Drilling programs prior to 2004 had established a mineralized
corridor extending from the southern boundary of Farm Drenthe northward for
approximately 2,100 metres, within which several 10-20 metre thick zones of
mineralization with PGM concentrations in the range 0.5 -2.5 g/t 4PGM. These
define the Drenthe deposit. Drilling in 2004 on the Drenthe and Witrivier farms
and the northern portion of the Overysel Farm expanded the Drenthe deposit to
the north and south and identified a new deposit called Overysel North.
Mineralization remains open to the north and down-dip towards the west.

All of the Platreef rock package is mineralized to some
extent, containing anything from 100 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, and typically, at cut-offs in the range 0.5 g/t to 1.0
g/t, PGM mineralized zones are not confined to individual rock units.
Nevertheless, these chemically defined zones typically form layer-like bodies
(referred to as reefs in South African terminology) which lie sub-parallel to
the general igneous strike and dip of the Platreef rock package.

Sulphide-related PGM mineralization is widespread, although
higher concentrations tend to be more prevalent in the upper half of the (~100
metres) thick sequence. The main sulphides in the Platreef are pyrrhotite and
chalcopyrite, (usually in approximately a 3:1 ratio) along with minor
pentlandite and pyrite.

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

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

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- 41 -

Sampling and Analysis

The following outline summarizes the sampling procedures
applied by Anooraq during the Platreef exploration drilling programs. It should
be noted that the original Anooraq sampling and analytical protocols are set out
in a core-logging manual and minor modifications were made to the original
guidelines as the program progressed. The flow chart in Figure 4 illustrates the
sampling and analytical protocol for the PR series of cored drill holes.



Figure 4. Analytical flow sheet

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

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- 42 -

For further information on sampling methods, see Anooraqs 2004
Form on 20F.

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

Security of Samples

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

Mineral Resource Estimates

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

Cautionary Note to Investors
      concerning estimates of Indicated ResourcesThis section use 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 mineraldeposits in this category will ever beconverted into reserves.


Table 2. Boikgantsho Indicated Mineral Resources
        
        Nov 2004 at a US$20 GMV/t cut-offDEPOSIT
    TONNES
    3PGM(g/t)
    Pt (g/t)
    Pd (g/t)
    Au (g/t)
    Ni (%)
    Cu (%)
    % Contained Ounces PGMDrenthe
    132,239,500
    1.25
    0.53
    0.62
    0.09
    0.14
    0.09
    5,309,000Overysel North
    44,421,500
    1.64
    0.67
    0.87
    0.10
    0.10
    0.06
    2,340,000Total
    176,661,000
    1.35
    0.57
    0.69
    0.09
    0.13
    0.08
    7,649,000


Cautionary Note to Investors
      concerning estimates of Inferred ResourcesThe following 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 them. Inferred resources have a great
      amount of uncertainty as to their existence, and great uncertainty 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 inferredresource exists, or is economically or legally mineable.


Table 3. Boikgantsho Inferred Mineral Resources
      Nov 2004 at a US$20 GMV/t cut-offDEPOSIT
    Tonnes
    3PGM(g/t)
    Pt (g/t)
    Pd (g/t)
    Au (g/t)
    Ni (%)
    Cu (%)
    %Contained Ounces PGMDrenthe
    88,640,000
    1.16
    0.49
    0.58
    0.09
    0.15
    0.09
    3,315,000Overysel North
    15,713,500
    1.63
    0.65
    0.88
    0.10
    0.11
    0.06
    809,000Total
    104,084,000
    1.23
    0.52
    0.63
    0.09
    0.14
    0.09
    4,124,000


Notes to tables 2 and 3:Mineral resources that are not
mineral reserves do not have demonstrated economic viability.

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Gross Metal Value per tonne (GMV/t) is
sum of Pt, Pd, Au, Cu and Ni grades multiplied by the following metal prices: Pt
 US$650/oz; Pd  US$250/oz; Au  US$375/oz; Ni  US$4/lb; Cu  US$1/lb.

G.J. van der Heever, Pr.Sci.Nat., of GeoLogix, an independent
qualified person, is responsible for the resource estimate. A technical report
(December 2004) describing the resource estimate is filed at www.sedar.com.

Recent Exploration

Preliminary Assessment - Boikgantsho JV

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

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

The Preliminary Assessment is based on indicated and inferred
mineral resources outlined to mid September 2004 in the Drenthe and Overysel
North deposits. Mineral resources for these deposits were announced in November
at a US$20GMV/t cut-off (see above); however, the Preliminary Assessment
indicates favourable financial results using a cut-off grade of approximately
US$10.50GMV/t. The Preliminary Assessment is preliminary in nature and it
includes inferred mineral resources that are considered too speculative
geologically to have the economic considerations applied to them that would
enable them to be categorized as mineral reserves, and there is no certainty
that the Preliminary Assessment will be realized.

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

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

Mining costs for the study are based on budget estimates
provided by South African mining contractors and processing costs are derived
from studies by Dowding Reynard & Associates, the Companys

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metallurgical consultants in South Africa. Administrative and
environmental costs are based on estimates from contract submissions.

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

Pre-feasibility Study - Boikgantsho JV

Pre-feasibility studies were initiated in 2005. The potential
for milling and mining optimization using higher throughputs, which would
further enhance the project economics, is considered to be excellent. The
mineral resource is open to the north, and down dip with potential for
additional resources to be outlined. Current metallurgical testwork suggests
that the recoveries used in this study may be conservative and could increase.
Other improvements, such as acid leaching of oxide mineralization within the
deposit to enhance recovery of base metals, optimizing cut-off grades to produce
a higher grade mill feed, and geotechnical studies aimed at supporting steeper
pit wall angles during mining are being assessed in pre-feasibility programs
that are currently underway.

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

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

Drilling in 2005 focused on the Drenthe deposit. The program
tested the entire area within the provisional open pit design for the Drenthe
deposit that was used for the March 2005 Preliminary Assessment. One hundred and
thirty six vertical holes, totaling 24,418.23 meters, were drilled at 50-meter
intervals along 50-meter spaced lines. The program confirmed the continuity of
the PGM mineralization within the Drenthe deposit.

Resource modeling began in early August 2005. Independent
verification samples were also collected.

Also as part of pre-feasibility studies, the geological models
were updated with information from drilling to December 2005. Work with respect
to the Pre-feasibility study was deferred in 2006 as the Company focused its
financial resources on the Ga-Phasha Project.

Plan of Operation  2007

Planning to resume pre-feasibility study work in 2007 is
underway.

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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 Igneous Complex in South Africa, approximately 45 kilometres
north-northwest of the Limpopo Province town of Steelpoort and 250 kilometres
northeast of Johannesburg. The project area consists of four farms Paschaskraal,
Klipfontein, De Kamp, and Avoca, which cover an area of approximately 9,700
hectares. Mineral rights for the PGM within the UG2 and Merensky Reefs on the
farms Klipfontein 465KS and a portion of Paschaskraal 466KS are held by
Micawber. Micawber is 50% owned by Plateau and 50% owned by Rustenberg Platinum
Mines, a wholly owned subsidiary of Anglo Platinum. In addition, Micawber has a
lease over the PGM mineral rights for the remainder of Paschaskraal 466KS, which
are held by the state as tabulated below and illustrated in Figure 6. There are
nominal annual fees to maintain the farms.



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

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- 46 -

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 KSPaschaskraal 466 KSDe Kamp 507 KSAvoca 472


Accessibility, Climate, Local
Resources, Infrastructure and Physiography

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

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

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

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

History

Platinum was first discovered in the Eastern Limb of the
Bushveld Complex in 1924 and traced to the now famous dunite pipes (tube or pipe
shaped igneous rock comprised largely of the mineral olivine) at Maandagshoek.
This led, to the discovery of the platiniferous horizon, subsequently named the
Merensky Reef, on the Farm Maandagshoek 254KT, approximately 20 kilometres
south-east of the Paschaskraal Farm. From 1925 to 1927, Northern Platinum
Limited undertook an extensive exploration program on both the platiniferous
dunite pipes and the Merensky Reef in the Dwars and Olifants River areas; some
700,000 tonnes of platinum-bearing ore were mined during early operations in
these areas.

During 1969, the ATOK Platinum Mine was developed and
commissioned by Anglo Transvaal Consolidated Mines Limited ("Anglovaal") and
sold to Rustenburg Platinum Mines ("RPM", a subsidiary of Anglo Platinum) in
1977. Although commercial mining activities by RPM over the past 25 years were
limited to the ATOK mine, RPM managed to secure the mineral rights over a large
number of farms in the Eastern Bushveld Complex area. Throughout this later
period, various exploration and metallurgical test programs were completed that
focused mainly on determining the extent and general characteristics of the
mineralization. Renewed interest in this area was sparked by the increased
demand for PGM in

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- 47 -

1999-2000, and by Anglo Platinums strategy to increase
platinum output. To meet this additional demand, a number of new mining projects
are currently under investigation or in different stages of development and
construction.

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

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

Anglo Platinum prepared a detailed pre-feasibility study on the
Paschaskraal Project, as it was formerly known, in late 2002. This study
envisioned an underground mine very similar to that being developed on the
neighbouring Twickenham Farm, using down dip semi-mechanized reef mining and
access by twin shaft declines. Each decline shaft comprises three barrels: a
decline ramp for equipment, a conveyor decline, and a chairlift decline for
moving personnel. Ore was to be treated at the Twickenham concentrator. Based on
twin declines producing 100,000 tonnes per month from the UG2 Reef only, Anglo
Platinum concluded the project was an attractive investment.

In October 2003, Khulani GeoEnvironmental Consultants (Pty)
Ltd. of Randburg, South Africa completed a resource estimate for the Ga-Phasha
Project, outlining measured, indicated and inferred resources in the UG2 and
Merensky Reefs.

Geological Setting and
Mineralization

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

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

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

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

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- 48 -

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

Sampling and Analysis, and Security
of Samples

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

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

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

ARC Procedures

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

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

AARL Procedures

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

Prior to X-ray fluorescence analyses, pulped samples are mixed
with a styrene  wax binder (SASMU) and milled to mix in the binder and further
reduce particle sizes. The samples are pressed into briquettes. The briquettes
are read on the AARL PW 1404 X-Ray Fluorescope for Cu and Ni. Mineralogical
effects are evident in the briquettes  hence separate type calibrations are
critical for UG2 and Merensky type

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- 49 -

samples. Approximately 5 per cent on the samples are
replicated. Two reference materials are analyzed with every batch (max 100).

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

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

Data Verification and Quality Control

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

Mineral Resource Estimates

February 2004 Estimate  Merensky and UG2 Reefs  all farms

The February 2004 resource estimate for the Ga-Phasha Project
  utilized drill hole information made available by Anglo Platinum from 299 drill
  holes drilled between 1966 and 2002. Of the 299 holes, 40 and 21 holes were
  used to classify measured and indicated resources, respectively, in the Merensky
  horizon. The measured, indicated and inferred resources for the UG2 horizon
  on farms Paschaskraal and Klipfontein the have been excluded from Tables 5 and
  6 as a more recent estimate (announced May 2007) is provided in Table 7.

For the farms Paschaskraal and Klipfontein for the Merensky
Reef, the resource estimation excludes the first 40 metres below surface, which
is considered as an oxidized zone. The Specific Gravity for the Merensky Reef is
3.1 and the UG2 Reef is 4.25. A 40% geological loss factor was applied, which
includes 10% for faulting, 15% for potholes, 10% for intrusions and 5% for iron
replacement bodies. Even though dykes swarms affect the area more than on the
adjoining properties, the resources are regarded as conservative as the industry
average is around 20-30%. The Avoca and De Kamp farms adjoin Paschaskraal and
Klipfontein on the down dip side of the UG2 and Merensky Reefs. No boreholes
were drilled on these farms, but it could be assumed that the reefs developed on
Paschaskraal/Klipfontein farms would be developed on Avoca and DeKamp.

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Cautionary Note to Investors
      concerning estimates of Measured and Indicated ResourcesThis section use the terms measured resources and
      indicated resources. The Company advises investors that while these
      terms are recognized and required by Canadian regulations, the U.S.
      Securities and Exchange Commission does not recognize them. Investors
      are cautioned not to assume that any part or all of mineraldeposits in this category will ever be converted into reserves.


Table 5. Ga-Phasha Measured and Indicated Mineral
Resources1Merensky Reef - Feb 2004

Reef and Cut-off
    Tonnes(million)
    4PGMg/t
    Ptg/t
    Pdg/t
    Aug/t
    Rhg/t
    ContainedPGMOuncesPaschaskraal and Klipfontein
      farmsMerensky Reef @ 2 g/t cut-offMeasured
    10.3
    4.44
    1.95
    2.09
    0.12
    0.28
    1,484,000Indicated
    32.9
    4.37
    1.92
    2.05
    0.11
    0.28
    4,621,000Measured + indicated
    43.3
    4.39
    1.93
    2.06
    0.11
    0.28
    6,105,000Qualified person E. Siepker, Pr.Sci.Nat.,
      February 2004


Cautionary Note to Investors
      concerning estimates of Inferred ResourcesThe following 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 them. Inferred resources have a great
      amount of uncertainty as to their existence, and great uncertainty 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 inferredresource exists, or is economically or legally mineable.


Table 6. Ga-Phasha Inferred Mineral
      Resources1 UG2 and Merensky Reefs 
      Feb 2004REEF AND CUT-OFF
    Tonnes(million)
    4PGMg/t
    Ptg/t
    Pdg/t
    Aug/t
    Rhg/t
    ContainedPGMOuncesPaschaskraal and Klipfontein
      farmsMerensky Reef @ 2 g/t cut-off
    39.8
    4.28
    1.88
    2.01
    0.11
    0.27
    5,478,000Avoca and De Kamp
      farmsMerensky Reef @ 2 g/t cut-off
    97.6
    4.34
    
    
    
    
    13,620,000UG2 Reef @ 4 g/t cut-off
    77.6
    7.05
    
    
    
    
    17,590,000Qualified person E. Siepker, Pr.Sci.Nat.,
      February 2004


Notes for Tables 5-6: 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.

Anglo Platinum continued drilling at Ga-Phasha in conjunction
with its work on the adjacent Twickenham Project. Anooraq and its consultants
have reviewed the data as it is received from Anglo Platinum.

May 2007 Estimate  UG2 Reef on Paschaskraal and Klipfontein
farms

A recent estimate of the mineral resources in the UG2 deposit
on the Paschaskraal and Klipfontein farms was announced in May 2007. This
mineral resource estimate is for the UG2 Reef deposit only, and is based on
drilling on the Ga-Phasha Project to 2006 in 583 UG2 intersections either as
single drill holes or

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- 51 -

drill holes containing deflections. The UG2 resource numbers
below are for the Paschaskraal and Klipfontein farms.

The UG2 resources tabulated below are those lying within a
minimum mining width of 0.90 m. The resource cut width was established through a
combination of model estimates of the geotechnical hanging wall thickness, the
UG2 reef thickness and a minimum footwall dilution of 0.10 m; the grade and
width contributions are density and length weighted to report the resource cut.

The weathered and oxidized horizon, indicated as Regolith
below, extends to an estimated average depth of 40 m below surface and other
horizons are related to geological loss factors. The following geological loss
factors, related to the presence of potholes or other structural features in the
reefs, have been applied to each horizon: Regolith, from 17% (measured) to 26%
(inferred); Mining Footprint, 15% (measured and indicated); and Remnant, from
24% (indicated) to 25% (measured and inferred).

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- 52 -

Cautionary Note to Investors
      concerning estimates of Measured and Indicated ResourcesThis section use the terms measured resources and
      indicated resources. The Company advises investors that while these
      terms are recognized and required by Canadian regulations, the U.S.
      Securities and Exchange Commission does not recognize them. Investors
      are cautioned not to assume that any part or all of mineraldeposits in this category will ever be converted into reserves.


Table 7. Ga-Phasha Project  UG2 Reef  May
      2007Resource Cut (minimum 0.9 m) Measured and Indicated
      Mineral Resources2RESOURCECLASSIFICATION
    WIDTH(m)
    TONNAGEAFTERGEO
      LOSS(millions tonnes)
    4PGMgradeg/t
    Ptgradeg/t
    Pd3gradeg/t
    Rh3gradeg/t
    Au3gradeg/t
    CONTAINEDPGM3(millions oz)Paschaskraal and
      Klipfontein farmsREGOLITH
    Measured
    0.90
    0.97
    6.33
    2.74
    2.99
    0.49
    0.11
    0.20Indicated
    0.92
    1.43
    6.45
    2.74
    3.08
    0.52
    0.12
    0.30MINING
    Measured
    0.90
    7.17
    6.74
    2.80
    3.28
    0.55
    0.12
    1.55FOOTPRINT
    Indicated
    0.90
    0.07
    7.04
    2.91
    3.41
    0.60
    0.13
    0.02REMNANT
    Measured
    0.91
    16.71
    6.40
    2.71
    3.05
    0.54
    0.11
    3.44Indicated
    0.91
    55.95
    6.56
    2.77
    3.14
    0.53
    0.11
    11.79TOTAL MEASURED+INDICATED
    0.91
    82.30
    6.53
    2.76
    3.13
    0.53
    0.11
    17.30Estimate was done under the supervision of Gordon
      Chunnett, Pr.Sci.Nat., who is the qualified person for the estimate.


Cautionary Note to Investors
      concerning estimates of Inferred ResourcesThe following 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 them. Inferred resources have a great
      amount of uncertainty as to their existence, and great uncertainty 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 inferredresource exists, or is economically or legally mineable.


Table 8. Ga-Phasha Project  UG2 Reef  May
      2007Resource Cut (minimum 0.9 m) Inferred Mineral
      Resources2RESOURCECLASSIFICATION
    WIDTH(m)
    TONNAGEAFTERGEO
      LOSS(millions tonnes)
    4PGMgradeg/t
    Pt3gradeg/t
    Pd3gradeg/t
    Rh3gradeg/t
    Au3gradeg/t
    CONTAINEDPGM3(millions oz)Paschaskraal and
      Klipfontein farmsREGOLITH
    Inferred
    0.92
    1.13
    6.28
    2.68
    2.99
    0.50
    0.11
    0.23MININGFOOTPRINT
    Inferred
    0.00
    0.00
    0.00
    0.00
    0.00
    0.00
    0.00
    0.00REMNANT
    Inferred
    0.95
    67.36
    6.47
    2.72
    3.09
    0.54
    0.11
    14.02TOTAL INFERRED
    0.95
    68.49
    6.47
    2.72
    3.09
    0.54
    0.11
    14.25Estimate was done under the supervision of Gordon
      Chunnett, Pr.Sci.Nat., who is the qualified person for the estimate.


Notes for Tables 7-8: 2A 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. 3Grades for individual elements are estimated from
percentages of each used to tally 4PGM.

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Recent Exploration

A property review took place 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 remains the primary
focus for development and the Merensky reef warrants further study through
additional drilling programs. As a result of this work, Anooraq and Anglo
Platinum agreed on the parameters for a Pre-feasibility Study (PFS) for the
Project. The PFS will consist of a Phase 1 study to exploit the UG2 reef to a
depth of some 650 meters below surface, and will also seek to identify a single
preferred option by which to proceed to the bankable feasibility phase. The PFS
will also contemplate optimizing economies of scale between the Parties
operations on the North-Eastern Limb of the Bushveld Complex, and in that
regard, will evaluate the possible usage of joint infrastructure and processing
facilities between Anglo Platinums Twickenham Platinum Mine and the Ga-Phasha
Project. An independent project manager was appointed to conduct the PFS, which
is currently underway.

Plan of Operation - 2007

A detailed timetable of further studies as well as a project
timetable toward a Bankable Feasibility Study will be released after the
completion of the PFS.

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

None.

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- 55 -

|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 11 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 analysis of mineral deposits that have large
tonnage and multi-year operation potential in order to enhance the value of the
project. None of Anooraqs currently held or to be acquired mineral deposits
currently is known to host a mineral reserve which has been subject to
sufficient development work to determine that it is economic at current metals
prices.

Anooraqs results of operations are economically evaluated on
an "event driven" basis in that exploration expenditures yield information on
the nature, extent and statistical confidence (primarily from diamond drill
exploration programs) in a mineralized deposits size and continuity,
information that is not in the financial statements. Thus, it is difficult to
evaluate the success of operations in a fiscal period by reference to the
financial statements given that results are more appropriately measured by an
evaluation of the minerals discovered and/or confirmed. Anooraqs operating
activities do not occur on a regular or periodic basis and are subject to the
economic realities of metals prices and equity financing conditions for natural
resource exploration issuers. Accordingly, it may not be meaningful to seek
observable trends in financial operating statistics although liquidity
statistics will be important. Although Anooraq calculates an annual loss per
share (which has varied over a range of $0.03 to $0.18 over the last three
fiscal periods), Anooraq is of the view that its share price does not vary in
accordance with the loss per share statistic but rather Anooraq share prices
vary with the price of the underlying market for platinum group metals, the
outlook for these metals and 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, reference to fiscal period 2004
relate to the fourteen month period ending December 31, 2004.

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

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A.           
Operating Results

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

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- 57 -

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.

Fiscal 2005 Compared to Fiscal 2004

As stated above, the Companys 2005 fiscal year is the 12-month
period ended December 31, 2005, while the Company 2004 fiscal year is the
14-month period ended December 31, 2004.

Revenue from interest decreased from $485,452 in fiscal 2004 to
$119,779 in fiscal 2005. Total loss for the 2004 fiscal year was $13.0 million
as compared to $12.3 million in fiscal 2005.

Current assets decreased from the previous year by $10,628,095
and similarly, working capital decreased from the previous year by $9,593,858 as
a result of decreased cash balances on hand, primarily because of expenditures
on exploration and administration incurred in South Africa. Current liabilities
decreased from the previous year by $1,034,237.

The loss for the year ended December 31, 2005 was $12,303,801
compared to a loss of $13,027,264 for the fourteen months ended December 31,
2004. This decrease primarily resulted from lower exploration expenses incurred
in the year ended December 31, 2005 compared to the fourteen months ended
December 31, 2004. These decreases were however offset by the increased expense
of maintaining an office in South Africa, as well as stock-based compensation
expense related to stock option grants in May 2005 and September 2005. The
Company recorded a loss of $0.08 per share for the year ended December 31, 2005,
compared to a loss of $0.18 per share for the fourteen months ended December 31,
2004.

Exploration expenses for the year ended December 31, 2005
amounted to $5,240,321 in comparison to $7,860,266 spent for the fourteen months
ended December 31, 2004. The exploration expenses for the year ended December
31, 2005 were mainly incurred on the Boikgantsho project, planning and
development of a technical report on the Ga-Phasha project, and the Kwanda and
Thusong exploration programs. The Boikgantsho drilling program that began in
January 2004 continued into 2005, resulting in significant increases in
drilling, engineering, and geological and consulting expenses. Drilling costs
amounted to $2,205,330 spent for the year ended December 31, 2005 compared to
$2,972,042 spent for the fourteen months ended December 31, 2004. Assays and
analysis expenditures amounted to $1,133,408 spent for the year ended December
31, 2005 in comparison to $1,550,516 expended for the fourteen months ended
December 31, 2004. Geological and consulting costs for the year ended 2005 were
$759,335 compared to $1,022,430 spent for the fourteen months ended December 31,
2004. Engineering costs decreased to $538,169 from $881,777 incurred for the
fourteen months ended December 31, 2004. The cost of site activities was
$277,199 compared to $484,920 spent for the fourteen months ended December 31,
2004. Site activity costs are principally associated with maintaining the field
office in South Africa, but also include activities associated with the drilling
program.

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- 58 -

Legal, accounting and audit expenses for the year ended
December 31, 2005 amounted to $474,422 in comparison to $479,731 for the
fourteen months ended December 31, 2004. Office and administration charges for
the year ended December 31, 2005 amounted to $551,278 in comparison to $457,571
spent for the fourteen months ended December 31, 2004; this increase is largely
due to the establishment of an office in South Africa. Conference and travel
costs of $646,992 were incurred during the year ended December 31, 2005 in
comparison to the $486,481 incurred during for the fourteen months ended
December 31, 2004 and is primarily related to the increased travel activity
related to Anooraq board meetings and work rotation of the project engineers.
Consulting costs increased to $965,720 in comparison to $536,216 spent for the
fourteen months ended December 31, 2005 largely due to increased corporate,
financial and advisory services. Salaries and benefits increased to $1,659,465
from $834,223 spent for the fourteen months ended December 31, 2004, largely due
to integration of senior management personnel from Pelawan and Anooraq. Trust
and filing expenses for the year ended December 31, 2005 amounted to $85,254 in
comparison to the $159,633 incurred for the fourteen months ended December 31,
2004.

In fiscal 2005, Anooraq incurred costs of $1,297,159 from HDI,
compared to $1,512,441 in the fiscal 2004. In addition, the Company paid or
accrued $658,035 (fourteen months ended December 31, 2004  $745,438) to Pelawan
for technical, corporate development, administrative and management services
provided to, and repayment of costs paid on behalf of, the Company.

B.           
Liquidity and Capital Resources

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.

Anooraq's sources of capital are primarily equity investment.
The Company's access to capital sources is dependant upon general financial
market conditions, especially those that pertain to venture capital situations
such as mineral exploration and development. There can be no assurance that
Anooraq's future capital requirements can be met in the long term, or that
adequate financing will be obtained on a timely basis or at all. Failure to
obtain adequate financing will result in significant delays of exploration
programs and a substantial curtailment of operations. The Company's cash
resources at December 31, 2006 are sufficient for its present needs,
specifically to continue administrative and exploration operations at current
levels through the end of the year 2007. Future programs may be deferred and
operations curtailed if additional funding is not secured. However, the Company
anticipates that it will be able to raise additional financing.

In November 2006, the Company completed its financing agreement
  with Anglo Platinum whereby Anglo Platinum, through its wholly owned subsidiary
  Rustenburg Platinum Mines, loaned an amount of Cdn$11.6 million (ZAR70 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 will become 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

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- 59 -

connection with the loan, Plateau has 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. As the Company proceeds on its exploration programs in the
Bushveld, it will need to raise additional funds for such expenditures from time
to time.

Fiscal 2005 Compared with Fiscal 2004

At December 31, 2005, the Company had working capital of
approximately $4.8 million as compared to $14.4 million at the end of the 2004
fiscal year.

The Company had 148,220,407 common shares outstanding at
December 31, 2005. As the Company chooses to proceed on its exploration programs
in the Bushveld, it will need to raise additional funds for such expenditures
from time to time.

Financial Instruments

Anooraq keeps its financial instruments denominated in Canadian
  dollars and does not engage in any hedging operations with respect to currency
  or in-situ minerals. Funds in excess of Anooraq's immediate needs are invested
  in short term near-cash investments pending the need for the funds. 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, 2006 and July 3, 2007, the Company had no
material commitments for capital expenditures.

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

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

D.           
Trend Information

As a natural resource exploration company, Anooraq's activities
reflect the more cyclical nature of metals prices. Average prices for most base
and precious metals increased in 2005 from the previous year, and have continued
to increase in 2006. The average price for platinum in 2004 was US$846/oz,
compared to US$693/oz in 2003. Prices have averaged US$866/oz in 2005. Palladium
prices averaged US$231/oz in 2004, compared to US$202/oz in 2003, and have
declined in 2005 to average approximately US$192/oz. The average price of gold
in 2004 was US$410/oz, compared to US$364/oz in 2003. The price of gold has
averaged approximately US$428/oz over the first half of 2005. Nickel prices
averaged US$6.29/lb in 2004, compared to US$4.38/lb in 2003. Nickel prices have
continued to be strong in 2005, averaging US$7.25/lb over the first half of the
year. Copper prices averaged US$1.30/lb in 2004, compared to US$0.81/lb in 2003,
and have averaged US$1.50/lb to the end of June 2005.

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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 year end December 31, 2006, 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
      18.3
      Nil
      4.7
      13.6
      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
      18.3
      Nil
      4.7
      13.6
      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 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 = 6.05 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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|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 ofresidence
    Period(s) as a Director ofthe CompanyScott COUSENS Director British Columbia, Canada
    Since September 1996Robert DICKINSON Director and Co-Chairman British
      Columbia, Canada
    (November 1990  September
      2004) Since October 2004David ELLIOTT (1)(3) Director British
      Columbia, Canada
    Since April 2005Wayne KIRK (1)(3) Director California,
      United States
    Since July 2005Popo MOLEFE (1)(3) Director and Co-Chairman
      North West Province, South Africa
    Since September 2004Harold MOTAUNG Director and Chief Operating Officer
      Gauteng, South Africa
    Since September 2004Tumelo MOTSISI (2)Director, Deputy Chief
      Executive Officer, and Managing Director Gauteng, South Africa
    Since September 2004Sipho NKOSI Director Gauteng, South Africa
    Since September 2004Rizelle SAMPSON Director Gauteng, South Africa
    Since September 2004Ronald THIESSEN (2)Director, President and
      Chief Executive Officer British Columbia, Canada
    Since April 1996


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

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- 62 -

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. In
addition to financing initiatives he also oversees the corporate communications
programs for the public companies to which Hunter Dickinson Inc. provides
services.

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 Ventures Inc.
    Director
    November 2000
    PresentTaseko Mines Limited
    Director
    October 1992
    Present


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
    Present


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- 63 -

Company
    Positions Held
    From
    ToAnooraq 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
    January 2007
    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
    PresentRockwell Ventures 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 Northern Dynasty Minerals Ltd., Taseko Mines Limited, Anooraq
Resources Corporation and Great Basin Gold Ltd.

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- 64 -

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
    PresentTaseko Mines Limited
    Director
    July 2004
    PresentStorageFlow Systems Corp.
    Director
    May 2002
    June 2004President & COO
    May 2002
    June 2003


WAYNE KIRK, LLB  Director

Wayne Kirk is a retired California State Attorney and
Professional Consultant. With over 35 years 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 Harvard University graduate, Mr. Kirk received his law degree in
1968. From 1992 to 2001 Mr. Kirk was the Vice President, General Counsel and
Corporate Secretary of Homestake Mining Company. Prior to his retirement in June
2004 he spent two years as Special Counsel for the law firm, Thelen Reid &
Priest, in San Francisco.

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
    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 is a
member of the National Executive Committee of the African National Congress
("ANC"). He was awarded the Harvard University Certificate in Conflict
Resolution and has diplomas in leadership from the Wharton School of Business
and the Harvard JFK School of Governance. 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.

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- 65 -

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
    PresentSimeka BSG (formerly Xantium Technology Holdings)
    Director
    July 2004
    Present


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

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

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

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

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

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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 is
a founder of, and is currently, Chief Executive Officer of Eyesizwe Coal (Pty)
Ltd ("Eyesizwe"). Eyesizwe is one of the country's largest coal producers. Prior
to founding Eyesizwe in 2001, Mr. Nkosi spent three years with Asea Brown Boveri
Sub Sahara Africa (Pty) Ltd and Alstom SA (Pty) Ltd, initially as Managing
Director of ABB Power Generation (SA) , and then as Country Manager of
ABB/Alstom Power until December 2000. From 1993 to 1997, he was Marketing
Manager for Billiton Ltd., an international mining company.

During the past five years, Mr. Nkosi is, or has been a
director of the following public companies:

Company
    Positions Held
    From
    ToAnooraq Resources Corporation
    Director
    November 2004
    PresentGreat Basin Gold Ltd.
    Director
    August 2003
    PresentExxaro Resources Limited
    Director
    November 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.

Following positions as a Portfolio Administrator (Institutional
Clients) at Investec Asset Managers, Chief of Staff at the Ministry of
Communications and Manager (Office of the CEO) at Sentech Ltd. She is a
co-founder and executive director of African Footprint Investment Holdings (Pty)
Ltd ("AFIH"), an investment holding company that is wholly black women owned and
managed. Ms Sampson represents AFIH on the boards of Tellumat (Pty) Ltd, BD
Sarens (Pty) Ltd and Lefatshe Technologies (Pty) Ltd. She is also a member of
the Sentech Educational Fund Advisory Board and the board of the National
Electronic Institute of South Africa (Nemisa). Ms. Sampson has been a director
of Anooraq since September 2004 and is not a director of any other public
companies.

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.

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

---

- 67 -

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentPresident and Chief Executive Officer
    September 2000
    PresentAnooraq Resources Corporation
    Director
    April 1996
    PresentPresident and Chief Executive Officer
    September 2000
    PresentCasamiro Resource Corp.
    Director and President
    February 1990
    August 2002Continental Minerals Corporation
    Director
    November 1995
    PresentPresident and Chief Executive Officer
    September 2000
    January 2006Co-Chairman
    January 2006
    PresentDetour Gold Corporation
    Director
    January 2007
    PresentFarallon Resources Ltd.
    Director
    August 1994
    PresentPresident and Chief Executive Officer
    December 1999
    September 2004Co-Chairman
    September 2004
    December 2005Chairman
    December 2005
    PresentGreat Basin Gold Ltd.
    Director
    October 1993
    PresentPresident and Chief Executive Officer
    September 2000
    December 2005Co-Chairman
    December 2005
    November 2006Chairman
    November 2006
    PresentNorthern Dynasty Minerals Ltd.
    Director
    November 1995
    PresentPresident and Chief Executive Officer
    November 2001
    PresentRockwell Ventures Inc.
    Director
    November 2000
    PresentPresident and Chief Executive Officer
    November 2000
    September 2006Chairman
    September 2006
    PresentTaseko Mines Limited
    Director
    October 1993
    PresentPresident and Chief Executive Officer
    September 2000
    July 2005Co-Chairman
    July 2005
    May 2006Chairman
    May 2006
    PresentTri-Gold Resources Corp.
    Director
    July 1992
    March 2006


---

- 68 -

IEMRAHN HASSEN, CA  Chief Financial Officer

Iemrahn Hassen has 23 years of experience in the service, manufacturing
  and mining sectors. Mr. Hassen received his Chartered Accountant designation
  in 1991. For the past two years, Mr. Hassen has worked as a financial consultant
  in the mining sector for Mintek and Gold Fields Limited. Prior to that, Mr.
  Hassen was the Chief Financial Officer 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, Mr. Hassen worked for
  several companies in the service and manufacturing sectors, rising from Group
  Accountant in the early 1980's to roles of Business Development Manager and
  Financial Manager for Samancor Limited in June 1999. Mr. Hassen was appointed
  Chief Financial Officer of Anooraq in June, 2007.

B.           
Compensation

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

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

During Anooraqs financial year ended December 31, 2006, the
aggregate cash compensation paid or payable by Anooraq or its consolidated
subsidiaries to its directors and senior officers, was $1,124,412.

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

---

- 69 -

Summary Compensation Table

Name and Principal Position
      Year (3)
      Annual Compensation
      Long-Term Compensation
      All Other Compen- sation ($)Awards
      PayoutsSalary
        ($)
      Bonus
        ($)
      Other Annual
        Compensat-ion ($)
      Securities Under
        Options / SARs Granted (#)
      Shares or Units
        Subject to Resale Restrictions ($)
      LTIP
        Payouts ($)Ronald Thiessen 
        President and Chief 
        Executive Officer
      2006 
        2005 
        2004
      55,070 
        98,473 
        62,095
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        5,400
      Nil 
        120,000 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        NilTumelo Motsisi 
        Deputy CEO and 
        Managing Director
      2006 
        2005 
        2004
      235,000 
        235,000 
        81,520
      80,000 
        80,000 
        10,486
      Nil 
        Nil 
        1,200
      Nil 
        525,000 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        NilJeffrey Mason (2)
        Secretary and Chief 
        Financial Officer
      2006 
        2005 
        2004
      44,342 
        61,840 
        46,848
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        2,800
      Nil 
        120,000 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        NilHarold Motaung 
        Chief Operating 
        Officer
      2006 
        2005 
        2004
      225,000 
        225,000 
        81,520
      35,000 
        35,000 
        10,486
      Nil 
        Nil 
        1,200
      Nil 
        525,000 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        NilPhumzile Langeni (1)
        VP Investor Relations
      2006 
        2005 
        2004
      195,000 
        195,000 
        17,245
      25,000 
        25,000 
        Nil
      Nil 
        Nil 
        1,200
      Nil 
        250,000 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        NilJoel Kesler 
        VP Legal
      2006 
        2005 
        2004
      205,000 
        205,000 
        Nil
      25,000 
        25,000 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        525,000 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil


Notes:

|(1) | Ms. Langeni resigned as a director on June 30,
    2007.                                                                                                                                                                        
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Mason resigned his duties as Chief Financial Officer
      on June 1, 2007 and Mr. Iemrahn Hassen assumed the duties of Chief
      Financial Officer commencing June 1, 2007 at a compensation of $220,000
      per annum.
|(3) | The fiscal years presented are as follows: 12 months
      ended December 31, 2006, 12 months ended December 31, 2005 and 14 months
      ended December 31, 2004.                                                              

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 (NEO), 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 office. An extension of an option or
replacement grant is a grant of a new option. Also, options include any grants
made to a NEO, or any other officer or director of the Company, by a third party
or a non-subsidiary affiliate of the

---

- 70 -

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 Companys Common Shares.

The share options exercised by the NEOs, or any other officer
or director of the Company, during the financial year ended December 31, 2006
and the values of such options at the end of such year were as follows:

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/ UnexercisableRonald Thiessen
    Nil
    Nil
    120,000 / 0
    0 / 0Tumelo Motsisi
    Nil
    Nil
    525,000 / 0
    0 / 0Harold Motaung
    Nil
    Nil
    525,000 / 0
    0 / 0Jeffrey Mason
    Nil
    Nil
    120,000 / 0
    0 / 0Phumzile Langeni
    Nil
    Nil
    250,000 / 0
    0 / 0Joel Kesler
    Nil
    Nil
    525,000 / 0
    0 / 0


No share options were repriced on behalf of the NEOs, or any
other officer or director of the Company, during the financial year ended
December 31, 2006.

Pension Plans

There is no defined benefit or actuarial plan in place.

Termination of Employment, Change in Responsibilities and
Employment Contracts

There are no compensatory plans or arrangements with respect to
any of the NEOs, or any other officer or director of the Company, resulting from
the resignation, retirement or any other termination of employment of the
officer's employment or from a change of the NEOs, or any other officer or
director of the Company, 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, 2006.

---

- 71 -

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, 2006 for their services in their capacity as directors and
consultants except as herein disclosed. For the fiscal period ended December 31,
2006, 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 are 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 assists the board
as required, internal financial controls, and financial information for
publication for various purposes.

The Compensation Committee is currently comprised of Messrs.
Motsisi and Thiessen, all of whom are independent and unrelated directors. The
Compensation Committee primary function is to assist the Board in monitoring,
reviewing and approving the Company's compensation practices and administering
the Company's share compensation plans. The Compensation Committee is also
responsible for recommending to the Board candidates for senior executive
positions.

D.           
Employees

At July 3, 2007, Anooraq had no direct employees in Canada.
There were 8 employees in South Africa. Anooraq's administrative and exploration
functions are primarily administered through HDI. (see Item 7B). Hunter
Dickinson Inc. currently employees approximately 130 employees.

E.           
Share Ownership

Security Holdings of Insiders who are Management (as at July 3,
2007)

Name of Insider
    Securities Beneficially Owned or
      Controlled (1)
    As a % of outstanding Common
      SharesScott D. Cousens
    1,915,400 Common Shares 120,000 Options (5)
    1.04%Robert A. Dickinson
    500,000 Common Shares (2) 120,000 Options
      (5)
    0.27%


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- 72 -

David Elliott
    Nil Common Shares 120,000 Options (5)
    NilWayne Kirk
    Nil Common Shares Nil Options
    NilPopo Molefe
    200,000 Options (5)
    NilHarold Motaung
    8,351,000 Common Shares (3) 525,000 Options
      (5)
    4.5 %Tumelo Motsisi
    14,316,000 Common Shares (4) 525,000
      Options (5)
    7.8 %Sipho Nkosi
    Nil Common Shares 100,000 Options (5)
    Nil%Rizelle Sampson
    Nil Common Shares 100,000 Options (5)
    NilRonald Thiessen
    620,923 Common Shares 120,000 Options (5)
    3.4%The Pelawan Trust, as Trustee (1)Pelawan
      Investments (Proprietary) Limited, as Beneficiary
    119,300,000 Common Shares 167,000,000
      Warrants (6)
    64.6%Total
    122,336,323 Common Shares 1,930,000 Options
      167,000,000 Warrants
    66.3%


Notes:

|(1) | The information as to shares beneficially owned or
      controlled has been furnished by insiders and is as of July 3, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Certain of these shares are held in the name of United
      Minerals Services Ltd., a private company controlled by Mr. Dickinson.                                                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | 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 of
      Anooraq (119,300,000) held by the Pelawan Trust.                                                                                                                                                                                                                                                                                   
|(4) | 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 of
      Anooraq (119,300,000) held by the Pelawan Trust.                                                                                                                                                                                                                                                                                  
|(5) | Each option is exercisable into one common share at
      Cdn$1.40 per share, expiring on December 17, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(6) | Each warrant is exercisable into once common share at the
        higher of (a) $1.35 per common share if exercised on or before December
        31, 2007 or $1.48 per common share if exercised after December 31, 2007
        or (b) at a price per common share 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 $98.4
        million or is undertaken pursuant to a material transaction.

As at July 3, 2007 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 119.3m held in
trust] 122,336,323 common shares (approximately 66.3% of all outstanding shares)
and held options to acquire an additional 1,930,000 common shares and warrants
to acquire 167,000,000 common shares. To the knowledge of the directors and
officers of Anooraq, as at such date, there were no persons exclusive of
directors and officers and their affiliate holding more than 10% of the issued
common shares.

---

- 73 -

*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 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).                                                                                                                                                                                                                                    

---

- 74 -

The following table sets out equity compensation plan
information as at the end of the financial year ended December 31, 2006.

Number of securities to be
      issued upon exercise of outstanding options,
      warrants and rights
    Weighted-average
      exercise price of outstanding options,
      warrants and rights
    Number of securities remaining
      available for future issuance under equity
      compensation plans (excluding securities reflected
      in column (a))Plan Category
    (a)
    (b)
    (c)Equity compensation plans approved by
      securityholders - (the Share Plan)
    3,988,200
    1.39
    9,465,000Equity compensation plans not approved by
      securityholders
    
    
    Total
    3,988,200
    1.39
    9,465,000


As at July 3, 2007, an aggregate of 3,545,700 common shares of
  the Company have been reserved for issuance pursuant to the following employee,
  director, executive officer and service provider stock options:

Exercise
    
    NumberOptionholder
      Status
    
    Date
      of Grant
    
    Expiry
      Date
    
    Price
    
    of SharesDirectors and Officers of the
    
    May 2, 2005
    
    December 17, 2010
    
    $1.40
    
    1,930,000Company and itsSubsidiariesEmployees and Consultants
    
    May 2, 2005
    
    December 14, 2007
    
    $1.40
    
    224,200May 2, 2005
    
    December 17, 2010
    
    $1.40
    
    885,000September 22, 2005
    
    September 28, 2007
    
    $1.40
    
    224,5001,333,700


In the 12 month financial year ended December 31, 2006, nil
options were exercised.

---

- 75 -

|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 or access to information about of the beneficial owners thereof. To
the best of its knowledge, Anooraq is not directly or indirectly owned or
controlled by a foreign government. On May 21, 2004, shareholders of the Company
approved an increase in the authorized share capital from 200,000,000 common
shares without par value to an unlimited number of common shares without par
value.

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

As at July 3, 2007, 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 Nameand
      Address
    Number ofShares Held
    Percentage ofIssuedCommonSharesThe Pelawan Trust, as Trustee (1)Pelawan Investments (Proprietary) Limited, as Beneficiary 43
      Wierda Road West, Wierda Valley Sandton, South Africa
    119,300,000
    64.6%Mr Tumelo M. Motsisi (2)43
      Wierda Road West, Wierda Valley Sandton, South Africa
    14,316,000 (Part of the 119,300,000
      shown above, see note 2 below)
    7.8%The Canadian Depository for Securities
      Limited ("CDS") (3)25 The Esplanade PO Box 1038 Stn A
      Toronto, ON M5W 1G5
    51,204,499
    27.7%


|(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.caas 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 (119,300,000) held by the Pelawan
      Trust.                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|(3) | CDS is a clearing house for brokerage firms whose clients
      beneficially own the shares. Management of the Company is unaware of the
      beneficial ownership of the shares registered in the name of CDS although
      these figures may include shares of management held in brokerage
      houses.                                                                                          

---

- 76 -

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 July 3, 2007, 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
    41
    52,723,996
    28.6%United States
    26
    3,987,005
    2.1%Other
    2
    127,923,906
    69.3%69
    184,634,907


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

B.           
Related Party Transactions

To the knowledge of management of 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, 2006, 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. Under
  the terms of the Settlement Agreement:

- Anooraq issued to Pelawan 36 million common shares in Anooraq (“Adjustment
    Consideration Shares”). The Company received regulatory approval for
    the issuance of the shares after December 31, 2006.
- Anooraq issued to Pelawan share purchase warrants for the purchase of 167
    million common shares in Anooraq (“BEE Warrants”). The BEE Warrants
    are exercisable until December 31, 2008. The BEE Warrants can be exercised
    at the higher of (a) $1.35 per common share if exercised on or before December
    31, 2007 or $1.48 per common share if exercised after December 31, 2007 or
    (b) at a price per common share 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 $98.4 million or is
    undertaken pursuant to a material transaction (a “Concurrent Financing”).
    The Company received regulatory approval for the issuance of the BEE Warrants
    after December 31, 2006.
- From the date of issue of the Adjustment Consideration Shares to Pelawan
    or as a result of the exercise of any of the BEE Warrants up to the closing
    date of the Concurrent Financing, the common shares issued to Pelawan pursuant
    thereto will be subject to a lock up arrangement and Pelawan will not be entitled
    to dispose of any of these shares, save for the exemption referred to in the
    next bulleted item below. After the closing date of the Concurrent Financing,
    the disposal of such shares will remain subject to the original lock up agreement
    entered into between Pelawan and Anooraq under the terms of the original 2004
    share exchange agreement (“the BEE Lock Up”).

---

- 77 -

- 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 the event that Pelawan exercises any BEE Warrants, Pelawan
    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 the aggregate common shares
    issued to Pelawan pursuant to such exercise, provided that all of the proceeds
    received by Pelawan from such disposal shall be applied by Pelawan to support
    the financing of the exercise of the BEE Warrants and reasonable expenses
    related to such exercise.
- On the occurrence of a Concurrent Financing, Pelawan shall be obliged to
    exercise the BEE Warrants to ensure, at a minimum, that 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.

Other related party transactions

| |                                             |  |      |  |   |             |  |   |             |  |   | Fourteen    | 
| | ------------------------------------------- |  | ---- |  | - | ----------- |  | - | ----------- |  | - | ----------- | 
| |                                             |  |      |  |   |             |  |   |             |  |   | months      | 
| |                                             |  |      |  |   | Year ended  |  |   | Year ended  |  |   | ended       | 
| |                                             |  | Note |  |   | December 31 |  |   | December 31 |  |   | December 31 | 
| | Services rendered
      by                  |  | ref  |  |   | 2006        |  |   | 2005        |  |   | 2004        | 
| | Hunter Dickinson Inc.                       |  | (a)  |  | $ | 1,023,633   |  | $ | 1,297,159   |  | $ | 1,512,441   | 
| | Hunter Dickinson Group Inc.                 |  | (b)  |  |   |            |  |   | 9,600       |  |   | 17,360      | 
| | Pelawan Investments (Proprietary) Limited   |  | (c)  |  |   |            |  |   | 658,035     |  |   | 745,438     | 
| | CEC Engineering Ltd.                        |  | (d)  |  |   | 127,781     |  |   | 166,662     |  |   | 135,104     | 
| |                                             |  |      |  |   |             |  |   |             |  |   |             | 
| |                                             |  |      |  |   | December 31 |  |   | December 31 |  |   |             | 
| | Related party balances receivable           |  |      |  |   | 2006        |  |   | 2005        |  |   |             | 
| | Hunter Dickinson Inc.                       |  | (a)  |  | $ | 98,820      |  | $ | 233,205     |  |   |             | 
| | Southgold Exploration (Proprietary) Limited |  | (e)  |  |   | 39,796      |  |   | 141,103     |  |   |             | 
| | Receivable from related parties             |  |      |  | $ | 138,616     |  | $ | 374,308     |  |   |             | 
| |                                             |  |      |  |   |             |  |   |             |  |   |             | 
| | Related party balances payable              |  |      |  |   | December 31 |  |   | December 31 |  |   |             | 
| | (included in accounts payable)              |  |      |  |   | 2006        |  |   | 2005        |  |   |             | 
| | CEC Engineering Ltd.                        |  | (d)  |  |   | 6,435       |  | $ | 48,506      |  |   |             | 

|(a) | Hunter Dickinson Inc. ("HDI") is a private company owned
      equally by ten public companies, one of which is Anooraq. HDI 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) HDI and its
      subsidiaries have resulted from advances against future work, services, or
      cost reimbursements, or from HDI providing periodic short-term working
      capital advances to the Company.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 78 -

|(b) | Hunter Dickinson Group Inc. ("HDGI") is a private company
      with certain directors in common with the Company that provides consulting
      services to, and incurs 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 year ended December
      31, 2006, 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, 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.                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(e) | 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 an interest, either directly or indirectly, in other
companies involved in natural resource exploration and development. As a result,
a director of Anooraq may be presented, from time to time, with situations which
give rise to an apparent conflict of interest. On any conflict situation, a
director may abstain from voting on resolutions of the Board of Directors that
evoke such conflict in order to have the matter resolved by an independent
Board, or the situation may be presented to the shareholders of Anooraq for
ratification. In any event, the directors of Anooraq must, in accordance with
the laws of British Columbia, act honestly and in good faith and in the best
interests of Anooraq, and must exercise the care, diligence and skill of a
reasonably prudent person in dealing with the affairs of Anooraq.

Ga-Phasha Project

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

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

Management Contracts

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

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

---

- 79 -

HDI 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. HDI is
owned by ten public resource companies, including Anooraq. The other nine public
companies that own HDI include: Amarc Resources Ltd., Continental Minerals
Corporation, Farallon Resources Ltd., Great Basin Gold 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 10% of HDI .

As an umbrella organization, HDI 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, HDI
organizes and shares leased premises and office and technical equipment for
staff to perform their duties. As of July 3, 2007, HDI employed or retained on a
substantially full-time basis, twenty-five geoscientists (of which eleven are
professional geologists/PGeo, and two are geological engineers/PEng. and five
are PhDs), ten licensed professional mining, mechanical or civil engineers
(PEng.), thirteen accountants (including seven CAs and five CMAs or CGAs) and at
least 35 administrative and support personnel.

HDI has supervised mineral exploration projects in Canada
(British Columbia, Manitoba, Ontario, Québec, Yukon and Northwest Territories)
and internationally in Brazil, Nevada, Mexico and South Africa. HDI 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 HDI 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 HDI are owned by each of the participating public
corporations (including the Company) for as long as HDIs services are being
retained by such participating company. However, a participant surrenders its
single share of HDI at the time of termination of the standard form of services
agreement. The agreement can be cancelled on 30 days notice. HDI is managed by
certain current and former directors of the Company, who are generally the
controlling directors of the other corporate participants in the arrangements
with HDI.

C.           
Interests of Experts and Counsel

Not applicable.

---

- 80 -

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

A.           
Consolidated Statements and Other Financial Information

See Item 17  "Financial Statements".

Legal Proceedings

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

Dividend Policy

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

B.           
Significant Changes

There have been no significant changes to the business of
Anooraq since December 31, 2005.

---

- 81 -

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

A.           
Offer and Listing Details

High and Low Market Prices

TSXV Exchange
      
      OTCBB: ARQQRFARQ
      
      and
        AMEX: ANOHigh
      Low
      
      High
      LowC$
      C$
      
      US$
      US$Annual2007 (to June 2007)
      3.39
      1.10
      
      3.08
      0.802006
      1.46
      0.58
      
      1.29
      0.552005
      1.57
      0.74
      
      1.35
      0.642004
      4.18
      1.25
      
      3.18
      1.012003
      2.20
      0.40
      
      1.65
      0.282002
      1.01
      0.41
      
      1.01
      0.28By QuarterCalendar 2003First Quarter
      0.66
      0.43
      
      0.43
      0.17Second Quarter
      0.75
      0.53
      
      0.50
      0.35Third Quarter
      0.74
      0.40
      
      0.53
      0.29Fourth Quarter
      2.20
      0.66
      
      1.65
      0.62Calendar 2004First Quarter
      4.18
      1.60
      
      3.18
      1.23Second Quarter
      3.50
      1.63
      
      2.68
      1.19Third Quarter
      2.70
      1.55
      
      2.00
      1.11Fourth Quarter
      2.04
      1.55
      
      1.68
      1.19Calendar 2005First Quarter
      1.57
      1.21
      
      1.35
      1.00Second Quarter
      1.33
      0.84
      
      1.09
      0.75Third Quarter
      1.20
      0.85
      
      0.99
      0.71Fourth Quarter
      0.97
      0.74
      
      0.83
      0.64Calendar 2006First Quarter
      1.46
      0.83
      
      1.27
      0.72Second Quarter
      1.46
      0.81
      
      1.29
      0.73Third Quarter
      0.94
      0.62
      
      0.85
      0.56Fourth Quarter
      1.46
      0.58
      
      1.25
      0.55MonthlyJanuary 2007
      1.40
      1.10
      
      1.15
      0.96February 2007
      1.62
      1.26
      
      1.40
      1.05March 2007
      2.04
      1.14
      
      1.76
      0.80April 2007
      2.93
      1.71
      
      2.62
      1.48May 2007
      3.39
      2.18
      
      3.08
      2.04June 2007
      2.77
      2.25
      
      2.60
      2.14


---

- 82 -

B.           
Plan of Distribution

Not applicable.

C.           
Markets

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

---

- 83 -

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

A.           
Share Capital

Not applicable for an Annual Report.

B.           
Memorandum and Articles of Association

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

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

Objects and Purposes

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

Directors  Powers and Limitations

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

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

---

- 84 -

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

---

- 85 -

any unusual meeting matters. Generally, registered shareholders
of Anooraq as of the record date set in respect of a shareholders meeting are
entitled to vote at the meeting and any adjournment thereof.

No Limitation on Foreign Ownership

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

Change in Control

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

Share Ownership Reporting

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

C.           
Material Contracts

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

|(a) | Joint Venture Agreement between PPL and Plateau dated
      November 25, 2003 (filed with Annual Report on Form 20-F dated May
      2004);                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                   
|(b) | the Pelawan RTO Share Exchange Agreement, as described
      under the heading "The Acquisition  Description of the Share Exchange
      Agreement" in the August 2004 Circular (filed with Annual Report on Form
      20-F dated May 2004); and
|    |                                                                                                                                                                                                                                                   
|(c) | the Pelawan RTO Shareholders Agreement, as described
      under the heading "The Acquisition  Description of the Share Exchange
      Agreement" in the August 2004 Circular; and                                                               
|    |                                                                                                                                                                                                                                                   
|(d) | the Term Loan Agreement between Rustenburg Mines Limited
      and Plateau Resources (Pty) Limited signed on October 31, 2006 as
      described under Item 4.2; and                                                                              
|    |                                                                                                                                                                                                                                                   
|(e) | the Settlement Agreement between Pelawan, Anooraq and
        the Pelawan Trust, as described under Item 4.2.                                                                                                                                     

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).

---

- 86 -

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

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

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

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

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

---

- 87 -

E.           
Taxation

Material Canadian Federal Income Tax Consequences for United
States Residents

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

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

Dividends

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

Disposition

A U.S. Holder is not subject to tax under the Tax Act in
respect of a capital gain realized on the disposition of a Common Share provided
that the share is not "taxable Canadian property" to the holder thereof. 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.

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

United States Tax Consequences

United States Federal Income Tax Consequences

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

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

U.S. Holders

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

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holding an interest in a shareholder or the consequences to a
person of the ownership, exercise or disposition of any options, warrants or
other rights to acquire common shares. In addition, this summary does not
address special rules applicable to United States persons (as defined in Section
7701(a)(30) of the Code) holding common shares through a foreign partnership or
to foreign persons holding common shares through a domestic partnership.

Distribution on Common Shares of Anooraq

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

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

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

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

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Foreign Tax Credit

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

Disposition of Common Shares of Anooraq

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

Other Considerations

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

Passive Foreign Investment Company

United States income tax law contains rules governing "passive
foreign investment companies" ("PFIC") which can have significant tax effects on
U.S. Holders of foreign corporations. These rules do not apply to non-U.S.
Holders. Section 1297 of the Code defines a PFIC as a corporation that is not
formed in the United States if, for any taxable year, either (i) 75% or more of
its gross income is "passive income," which includes interest, dividends and
certain rents and royalties or (ii) the average percentage, by fair market value
(or, if the corporation is not publicly traded and either is a controlled
foreign corporation or makes an election, by adjusted tax basis), of its assets
that produce or are held for the production of

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"passive income" is 50% or more. Anooraq appears to have been a
PFIC for the fiscal year ended December 31, 2005, and at least certain prior
fiscal years. Each U.S. Holder of Anooraq is urged to consult a tax advisor with
respect to how the PFIC rules affect such U.S. Holder's tax situation.

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

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

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

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

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

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

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

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

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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 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

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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. 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.

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H.           
Documents on Display

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

I.           
Subsidiary Information

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

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

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

(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.

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

Not applicable.

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PART II

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

DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this report, our
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 by us in reports that we file or submit under the Exchange Act.

It should be noted that while our Chief Executive Officer and
our Chief Financial Officer believe that our disclosure controls and procedures
provide a reasonable level of assurance that they are effective, 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.

There were no changes in our internal control over financial
reporting during the fiscal year ended December 31, 2006 that materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act).

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting for the Company. With the
participation of the Chief Executive Officer and the Chief Financial Officer,
our management conducted an evaluation of the effectiveness of our 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 our internal control over financial reporting
was effective as of December 31, 2006. Because of its inherent limitations,
internal controls over financial reporting may not prevent or detect
misstatements. Also, projections, of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with policies or
procedures may deteriorate.

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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, and other
members of senior management. The Code of Ethics was filed as an exhibit to the
Annual Report on Form 20-F filed in May 2004.

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 endedDecember 31, 2006
    Fees paid to auditor in year endedDecember 31, 2005Audit Fees (1)
    $164,000
    $ 95,000Audit-Related Fees (2)
    $17,000
    $ 15,000Tax Fees (3)
    Nil
    $ 4,500All Other Fees (4)
    Nil
    NilTotal
    $ 181,000
    $ 114,500


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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 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.

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PART III

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|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,
        2006 and 2005 and the consolidated statements of operations, deficit,
        and cash flows for the year ended December 31, 2006, 2005 and the fourteen
        months ended December 31, 2004.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                              
|2. | Consolidated balance sheets as at December 31, 2006, and
      2005;                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                              
|3. | Consolidated statements of operations and deficit for
        the year ended December 31, 2006, 2005 and the fourteen months ended December
        31, 2004.                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                              
|4. | Consolidated statements of cash flows for the periods
      referred to in (3) above;                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                              
|5. | Notes to the consolidated financial
  statements;                                                                                                                                                                                                                                                                                            

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

Not Applicable. See Item 17.

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

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

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

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

|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(3)                                    
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                     
|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(3)                                    
|     |                                                                                                                                                                                                                     
|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(3) 
|     |                                                                                                                                                                                                                     
|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 (3)
|     |                                                                                                                                                                                                                     
|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                                                                                                
|     |                                                                                                                                                                                                                     
|99.1 | Audited Financial
      Statements                                                                                                                                                                                  

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SIGNATURES

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

ANOORAQ RESOURCES CORPORATION

Per:

/s/ Iemrahn
Hassen

IEMRAHN HASSEN Chief Financial Officer, and Secretary



DATED: ****July 10, 2007

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