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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 20-F
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE
ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 Date of event requiring this shell company report
 Commission file number 001-31930
 ANOORAQ RESOURCES CORPORATION
  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
 De Wet Schutte; Tel-27-11-779-6830; Fax-27-11-883-0836
4 th Floor, 82 Grayston Drive, Sandton, Johannesburg, 2146, South Africa  (Name, Telephone, E-mail, and/or Facsimile number and Address of Company Contact Person)
  Title of Each Class
    
    Name of each exchange on which registeredCommon Shares without par value
    
    NYSE Amex Equities
   
  o þ
  o þ
  þ o
  o o
  Large accelerated Filer o
    
    Accelerated Filer þ
    
    Non-accelerated Filer o
  U.S. GAAP o
    
    International Financial Reporting Standards as issued
    
    Other oby the International Accounting Standards Board þ
  o o
  o þ




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TABLE OF CONTENTS
 GLOSSARY OF TERMS
    
    
    5ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
    
    
    11ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE
    
    
    12ITEM 3 KEY INFORMATION
    
    
    13ITEM 4 INFORMATION ON THE COMPANY
    
    
    24ITEM 4 A UNRESOLVED STAFF COMMENTS
    
    
    59ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS
    
    
    60ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    
    
    72ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
    
    
    92ITEM 8 FINANCIAL INFORMATION
    
    
    95ITEM 9 THE OFFER AND LISTING
    
    
    96ITEM 10 ADDITIONAL INFORMATION
    
    
    97ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    106ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY
    
    
    107ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
    
    
    108ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS
    
    
    109ITEM 15 CONTROLS AND PROCEDURES
    
    
    110ITEM 16 A AUDIT COMMITTEE FINANCIAL EXPERT
    
    
    111ITEM 16 B CODE OF ETHICS
    
    
    111ITEM 16 C PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    111ITEM 16 D EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES
    
    
    112ITEM 16 E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
AFFILIATED PURCHASERS
    
    
    112ITEM 16 F CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
    
    
    112ITEM 16 G CORPORATE GOVERNANCE
    
    
    112ITEM 17 FINANCIAL STATEMENTS
    
    
    113ITEM 18 FINANCIAL STATEMENTS
    
    
    114ITEM 19 EXHIBITS
    
    
    115Exhibit 8.1Exhibit 12.1Exhibit 12.2Exhibit 13.1Exhibit 13.2
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GENERAL MATTERS
    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
    
    Bokoni is expected to achieve production levels similar to previous years.
 
    
    The Company expects to be able to continue its financing strategy on favorable terms.
 
    
    The Company expects the exploration results for the Ga-Phasha Project, the Boikgantsho
Project and the Kwanda Project to continue to be positive.
   CAUTIONARY NOTE TO U.S. INVESTORS
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CAUTIONARY NOTE TO READERS CONCERNING TECHNICAL REVIEW OF BOKONI
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GLOSSARY OF TERMS
  Anglo Platinum
    
    Anglo Platinum Limited, a public company incorporated under the laws of South Africa.Anooraq Shareholders 
Agreement
    
    The shareholders agreement between Pelawan, Anooraq, the Pelawan Trust and Plateau,
dated as of June 12, 2009, which has replaced the Pelawan RTO Share Exchange
Agreement, the Pelawan RTO Shareholders Agreement and the settlement agreement
between the Company and Pelawan, dated as of December 28, 2006, as of July 1, 2009,
the effective date of the Bokoni Transaction.BEE
    
    Black Economic Empowerment, as envisaged pursuant to the Mineral Development Act and
related legislation and guidelines, being a strategy aimed at substantially
increasing participation by HDPs at all levels in the economy of South Africa. BEE
is aimed at redressing the imbalances of the past caused by the Apartheid system in
South Africa, by seeking to substantially and equitably increase the ownership and
management of South Africas resources by the majority of its citizens and so ensure
broader and more meaningful participation in the economy by HDPs.Boikgantsho Project
    
    The Boikgantsho PGM project, located on the Northern Limb of the Bushveld Complex in
South Africa, on the Drenthe and Witrivier farms, and the northern portion of the
Overysel farm.Boikgantsho
    
    Boikgantsho Platinum Mine (Proprietary) Limited, a private company incorporated
under the laws of South Africa which, as of July 1, 2009, is a wholly owned
subsidiary of Holdco and owns the respective interest in, and assets relating to the
Boikghantsho Project.Bokoni Mine
    
    Bokoni Platinum Mine, a PGM mine, located on the Eastern Limb of the Bushveld
Complex in South Africa on the Diamond, Wintersveld, Jagdlust, Middelpunt,
Umkoanesstad and Zeekoegat farms, formerly named the Lebowa Platinum Mine.Bokoni
    
    Bokoni Platinum Mines (Proprietary) Limited , a private company incorporated under
the laws of South Africa, formerly named Richtrau No. 177 (Proprietary) Limited and
which is a wholly owned subsidiary of Holdco.Bokoni Transaction
    
    The transaction pursuant to which the Company acquired an effective 51% interest in
Bokoni Mine and an additional 1% interest in the Ga-Phasha Project, Boikgantsho
Project and Kwanda Project pursuant to the acquisition by Plateau of 51% of the
shares in, and claims on shareholders loan account against, Holdco (which, following
implementation of the transaction, now owns 100% of Bokoni, and 100% of Ga-Phasha
Platinum Mine (Proprietary) Limited, Boikgantsho Platinum Mine (Proprietary) Limited
and Kwanda Platinum Mine (Proprietary) Limited), for an aggregate cash consideration
of $385 million (ZAR2.6 billion). The transaction was also previously known as the
Lebowa Transaction.Bokoni Transaction 
Agreements
    
    The Boikgantsho Sale of Rights Agreement, the Kwanda Sale of Rights Agreement, the
Plateau Sale of Boikgantsho Shares and Claims Agreement, the Plateau Sale of Kwanda
Shares Agreement, the Plateau Sale of Ga-Phasha Shares and Claims Agreement, the
Holdco Sale of Shares Agreement, the Holdco Shareholders Agreement and the Phase 3
Implementation Agreement, and any amendments to such agreements, collectively.Bokoni Group
    
    Holdco and all of its subsidiaries.Common Shares
    
    Common shares without par value in the capital of the Company.Debt Facility
    
    The Senior Debt Facility with Standard Chartered Bank plc, made available to Plateau
Resources amounting to $106.4 million (ZAR 750 million), including capitalised
interest up to a maximum of three years or $37 million (ZAR 250 million).DMR
    
    The Government of South Africa acting through the Minister of Mineral Resources and
the Department of Mineral Resources and their respective successors and delegates.Elemental Symbols
    
    Pt  Platinum; Pd  Palladium; Au  Gold; Ag  Silver; Cu  Copper; Cr  Chromium;
Ni  Nickel; Pb  Lead; Rh  Rhodium; Ru  Ruthenium.
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EBIT
    
    Earnings before interest and taxes.Farm
    
    A term commonly used in South Africa to describe the area of a mineral interest.Ga-Phasha Project
    
    The Ga-Phasha PGM project, located on the Eastern Limb of the Bushveld Complex in
South Africa, on the Paschaskraal, Klipfontein, Avoca and De Kamp farms.Ga-Phasha /GPM
    
    Ga-Phasha Platinum Mine (Proprietary) Limited, a private company incorporated under
the laws of South Africa which, as of July 1,2009, is a wholly owned subsidiary of
Holdco and which owns the Ga-Phasha Project.HDP
    
    A historically disadvantaged person as contemplated in the Mineral Development
Act, being a person who was discriminated against under the Apartheid system, and
includes certain trusts and companies in which such persons have interests, as
contemplated in the Holdco Shareholders Agreement.HDSI
    
    Hunter Dickinson Services Inc., a corporation incorporated under the laws of Canada,
which is a related party to Anooraq.Holdco
    
    Bokoni Holdings (Proprietary) Limited, a private company incorporated under the laws
of South Africa, formerly named Richtrau No. 179 (Proprietary) Limited.Holdco Shareholders 
Agreement
    
    The Shareholders Agreement entered into between Plateau, RPM and Holdco, dated
March 28, 2008, as amended on May 13, 2009, to govern the relationship between
Plateau and RPM as shareholders of Holdco.JIBAR
    
    Johannesburg inter-banking borrowing rate.IASB
    
    International Accounting Standards Board.ktp
    
    Kilo tonnes per month.Kwanda Project
    
    The Kwanda PGM Project, located on the Northern Limb of the Bushveld Complex in
South Africa, on 12 farms.Kwanda
    
    Kwanda Platinum Mine (Proprietary) Limited, a private company incorporated under the
laws of South Africa which, as of July 1, 2009, is a wholly owned subsidiary of
Holdco and owns the Kwanda Project.Lebowa Platinum Mine or 
LPM
    
    The former name of the Bokoni Platinum Mine.May 2009 Technical Report
    
    A technical report: Lebowa Platinum Mine Limpopo Province, South Africa, dated May
12, 2009, prepared by Deloitte Mining Advisory Services, which is referenced and is
available on SEDAR at www.sedar.com.Mineral Development Act
    
    The Mineral and Petroleum Resources Development Act, 2002 (South Africa).Mining Charter
    
    The Broad Based Socio-Economic Empowerment Charter for the South African mining
industry, signed by the DMR, the South African Chamber of Mines and others on
October 11, 2002.N1C
    
    N1C Resources Inc., a wholy owned subsidiary of Anooraq incorporated on December 2,
1999 under the laws of the Cayman Islands.N2C
    
    N2C Resources Inc., a wholly owned indirect subsidiary of Anooraq incorporated on
December 2, 1999 under the laws of the Cayman Islands.NYSE Amex
    
    NYSE Amex Equities, formerly the American Stock Exchange.OCSF
    
    Operating Cash Flow Shortfall Facility.
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Pelawan
    
    Pelawan Investments (Proprietary) Limited, a private company incorporated under the
laws of South Africa.Pelawan RTO Share 
Exchange Agreement
    
    The Share Exchange Agreement between Pelawan and Anooraq made as of January 21, 2004
and as amended from time to time.Pelawan RTO 
Shareholders Agreement
    
    The Shareholders Agreement between Pelawan, Anooraq and the Pelawan Trust made as of
September 19, 2004.Pelawan Trust
    
    The independent South African trust established in accordance with a trust deed
dated September 2, 2004, the trustees of which are Andre Visser, Tumelo Motsisi and
Asna Chris Harold Motaung.PGM
    
    Platinum group metals, comprising platinum, palladium, rhodium, ruthenium, osmium
and iridium.Plateau
    
    Plateau Resources (Proprietary) Limited, a private company 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, Boikgantsho and Rietfontein projects.PPRust
    
    Potgietersrust Platinum Limited, a private company incorporated under the laws of
South Africa, being a wholly owned subsidiary of Anglo Platinum.Royalty Act
    
    The Mineral and Petroleum Resources Royalty Act, Act No 28 of 2008, in relation to
royalties to be levied by the South African state in respect of the transfer of
mineral or petroleum resources.RPM
    
    Rustenburg Platinum Mines Limited, a public company incorporated under the laws of
South Africa, being a wholly owned subsidiary of Anglo Platinum.RTO
    
    Reverse Take-Over whereby Pelawan acquired a controlling share of Anooraq Resources
Corporation pursuant to the Pelawan RTO Share Exchange Agreement.SEDAR
    
    System for Electronic Document Analysis and Retrieval.South Africa
    
    The Republic of South Africa.TSXV
    
    TSX Venture Exchange Inc.Transition date
    
    The Companys transition date for converting to IFRS, which was January 1, 2008.ZAR
    
    South African Rand, the currency of South Africa.Geological/Exploration
Terms4E grade
    
    The 4E grade is the sum of the grade of Pt, Pd, Rh and Au.Chromitite
    
    An igneous rock composed mostly of the mineral chromite and found in
ultramafic to mafic layered intrusions.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.Lithology
    
    Rock composition and structure.Mafic
    
    Composed of dark ferromagnesian minerals.
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Mineral Deposit
    
    A deposit of mineralization that may or may not be ore.
Under SEC rules, a
mineral reserves or ore is determined by a full feasibility study, and
mineralization may not be classified as a reserve unless the
determination has been made that the mineralization could be economically
and legally extracted or produced at the time the reserve determination is
made Under Canadian rules, mineral reserves may be determined by a
preliminary feasibility study.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 material factors conclude legal
and economic feasibility. Mineralization classified as inferred, is a
classification that is acceptable under Canadian regulations (see
Resource Category (Classification) Definitions below) but cannot be used
in a feasibility study and is not recognized by the SEC .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.SAMREC Code
    
    South African Code for Reporting of Mineral Resources and Mineral Reserves.Technical Report
    
    Means a report prepared and filed in accordance with National Instrument
43-101 on the Companys profile with the Canadian Security Administrators
on SEDAR at www.sedar.com. This document refers to three technical
reports: the May 2009 Technical Report entitled Technical Report: Lebowa
Platinum Mine, Limpopo Province, South Africa dated May 12 2009; the
October 2007 Technical Report entitled Technical Report on the Updated
Resource Estimates on the Merensky Reef and UG2 Deposits, Ga-Phasha PGM
Project, Eastern Limb, Bushveld Complex, Limpopo Province, South Africa
dated October 19 2007; and the December 2004 Technical Report entitled
Technical Report Resource Estimate on the Boikgantsho Joint Venture,
Eastern Limb, Bushveld Complex, Limpopo Province, South Africa dated
December 22, 2004.Resource Category
(Classification)
DefinitionsMineral Reserve
    
    Canadian National Instrument 43-101 Standards of
Disclosure for Mineral Projects(NI 43-101) defines a
Mineral Reserve as the economically mineable part of a
Measured or Indicated Mineral Resource demonstrated by at
least a preliminary feasibility study. This study must
include adequate information on mining, processing,
metallurgical, and economic and other relevant factors
that demonstrate, at the time of reporting, that economic
extraction can be justified. A Mineral Reserve includes
diluting materials and allowances for losses that may
occur when the material is mined.Mineral reserves are subdivided in order of decreasing
confidence into Probable Mineral Reserves and Proven
Mineral Reserves. A Probable Mineral Reserve has a lower
level of confidence than a Proven Mineral Reserve.(1) A 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.(2) 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.Industry Guide 7  Description of Property by Issuers
Engaged or to be Engaged in Significant Mining
Operations (Industry Guide 7) of the SEC 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.
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Mineral Resource
    
    NI 43-101 defines a Mineral Resource as a concentration
or occurrence of diamonds, natural solid inorganic
material, or natural solid fossilized organic material
including base and precious metals, coal, and industrial
minerals in or on the Earths crust in such form and
quantity and of such a grade or quality that it has
reasonable prospects for economic extraction. The
location, quantity, grade, geological characteristics and
continuity of a Mineral Resource are known, estimated or
interpreted from specific geological evidence and
knowledge.Mineral Resources are sub-divided, in order of decreasing
geological confidence, into Measured, Indicated and
Inferred 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) Measured Mineral Resource.A Measured Mineral
Resource is that part of a Mineral Resource for which
quantity, grade or quality, densities, shape and other
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.(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. Mineralization
may be classified as an Indicated Mineral Resource by the
qualified person, as such term is defined in NI 43-101
(QP), when the nature, quality, quantity and
distribution of data are such as to allow confident
interpretation of the geological framework and to
reasonably assume the continuity of mineralization. An
Indicated Mineral Resource estimate is of sufficient
quality to support a Preliminary Feasibility Study which
can serve as the basis for major development decisions.(3) Inferred Mineral Resource.An Inferred Mineral
Resource is that part of a Mineral Resource for which
quantity and grade or quality can be estimated on the
basis of geological evidence and limited sampling and
reasonably assumed, but not verified, geological and
grade continuity. The estimate is based on limited
information and sampling gathered through appropriate
techniques from locations such as outcrops, trenches,
pits, workings and drill holes.
Due to the uncertainty that may be attached to Inferred
Mineral Resources, it cannot be assumed that all or any
part of an Inferred Mineral Resource will be upgraded to
an Indicated or Measured Mineral Resource as a result of
continued exploration. Confidence in the estimate is
insufficient to allow the meaningful application of
technical and economic parameters or to enable an
evaluation of economic viability worthy of public
disclosure. Inferred Mineral Resources must be excluded
from estimates forming the basis of feasibility or other
economic studies.Mineralization or other natural material of economic
interest may be classified as a Measured Mineral Resource
by the QP when the nature, quality, quantity and
distribution of data are such that the tonnage and grade
of the mineralization can be estimated to within close
limits and that variation from the estimate would not
significantly affect potential economic viability. This
category requires a high level of confidence in, and
understanding of, the geology and controls of the mineral
deposit.Industry Guide 7 does not define or recognize resources.
As used in this Annual Report, mineral resources are as
defined in NI 43-101. See Cautionary Note to U.S.
Investors.
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Currency and Measurement
   Metric Units
    
    Multiply by
    
    
    Imperial Unitshectares
    
    
    2.471
    
    
    = acresmeters
    
    
    3.281
    
    
    = feetkilometers
    
    
    0.621
    
    
    = miles (5,280 feet)grams
    
    
    0.032
    
    
    = ounces (troy)tonnes
    
    
    1.102
    
    
    = tons (short) (2,000 lbs)grams/tonne
    
    
    0.029
    
    
    = ounces (troy)/ton
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PART I
 
 ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
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ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE
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ITEM 3 KEY INFORMATION
 3.A. Selected Financial Data
      Year endedDecember
31, 2009
    
    

December
31, 2008(CAD in thousands)(Except per share info
and weighted average shares in issue)Consolidated statement of comprehensive loss information:Revenue
    
    
    62,628
    
    
    
    Operating loss
    
    
    39,383
    
    
    
    12,066Loss from continuing operations
    
    
    39,383
    
    
    
    12,066Net loss
    
    
    66,584
    
    
    
    13,840Loss attributable to owners of Anooraq
    
    
    35,532
    
    
    
    13,970Statement of financial position data:Total assets
    
    
    1,014,215
    
    
    
    12,899Total equity
    
    
    209,508
    
    
    
    (3,603
    )Share capital
    
    
    71,713
    
    
    
    54,948Per share information (CAD cents)Basic loss per share
    
    12 cents
    
    
    8 centsDiluted loss per share
    
    12 cents
    
    
    8 centsLoss from continuing operations per share
    
    12 cents
    
    
    8 centsWeighted average shares in issue (number):Average shares outstanding  basic
    
    
    305,971,455
    
    
    
    185,775,361Average shares outstanding  diluted
    
    
    306,254,039
    
    
    
    185,775,361
 No dividends have been declared for any periods above.
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Year endedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2005(CAD in thousands)(Except per share info and weighted average shares in issue)Consolidated statement of comprehensive loss information:Revenue
    
    
    
    
    
    
    
    
    
    
    Operating loss
    
    
    
    
    
    
    
    
    
    
    Loss from continuing operations
    
    
    14,296
    
    
    
    4,505
    
    
    
    12,304Net loss
    
    
    14,296
    
    
    
    4,505
    
    
    
    12,304Loss attributable to owners of Anooraq
    
    
    14,296
    
    
    
    4,505
    
    
    
    12,304Statement of financial position data:Total assets
    
    
    16,953
    
    
    
    21,829
    
    
    
    13,836Total equity
    
    
    4,734
    
    
    
    8,976
    
    
    
    13,457Share capital
    
    
    65,110
    
    
    
    55,056
    
    
    
    55,032Per share information (CAD cents)Basic loss per share
    
    8 cents
    
    
    3 cents
    
    
    8 centsDiluted loss per share
    
    8 cents
    
    
    3 cents
    
    
    8 centsLoss from continuing operations per share
    
    8 cents
    
    
    3 cents
    
    
    8 centsWeighted average shares in issue (number):Average shares outstanding  basic
    
    
    185,208,607
    
    
    
    148,220,407
    
    
    
    148,220,407Average shares outstanding  diluted
    
    
    185,208,607
    
    
    
    148,220,407
    
    
    
    148,220,407
 No dividends have been declared for any periods above.
  Year endedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2005(CAD in thousands)(Except per share info and weighted average shares in issue)Consolidated statement of comprehensive loss information:Revenue
    
    
    
    
    
    
    
    
    
    
    Operating loss
    
    
    
    
    
    
    
    
    
    
    Loss from continuing operations
    
    
    14,296
    
    
    
    4,505
    
    
    
    12,304Net loss
    
    
    14,296
    
    
    
    4,505
    
    
    
    12,304Loss attributable to owners of Anooraq
    
    
    14,296
    
    
    
    4,505
    
    
    
    12,304Statement of financial position data:Total assets
    
    
    17,227
    
    
    
    21,829
    
    
    
    13,836Total equity
    
    
    4,734
    
    
    
    8,976
    
    
    
    13,457Share capital
    
    
    65,110
    
    
    
    55,056
    
    
    
    55,032Per share information (CAD cents)Basic loss per share
    
    8 cents
    
    
    3 cents
    
    
    8 centsDiluted loss per share
    
    8 cents
    
    
    3 cents
    
    
    8 centsLoss from continuing operations per share
    
    8 cents
    
    
    3 cents
    
    
    8 centsWeighted average shares in issue (number):Average shares outstanding  basic
    
    
    185,208,607
    
    
    
    148,220,407
    
    
    
    148,220,407Average shares outstanding  diluted
    
    
    185,208,607
    
    
    
    148,220,407
    
    
    
    148,220,407
 No dividends have been declared for any periods above.
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Exchange rate information
  U.S. dollar per Canadian dollar for the year ended December 31, or the respective month (1)(2)(3)
    
    Average
    
    
    High
    
    
    Low2005
    
    
    1.21
    
    
    
    1.27
    
    
    
    1.152006
    
    
    1.13
    
    
    
    1.17
    
    
    
    1.092007
    
    
    1.08
    
    
    
    1.19
    
    
    
    0.922008
    
    
    1.06
    
    
    
    1.29
    
    
    
    0.982009
    
    
    1.15
    
    
    
    1.31
    
    
    
    1.03January 2010
    
    
    1.04
    
    
    
    1.07
    
    
    
    1.03February 2010
    
    
    1.06
    
    
    
    1.07
    
    
    
    1.04March 2010
    
    
    1.02
    
    
    
    1.04
    
    
    
    1.01April 2010
    
    
    1.01
    
    
    
    1.02
    
    
    
    1.00May 2010
    
    
    1.04
    
    
    
    1.08
    
    
    
    1.01June 2010
    
    
    1.04
    
    
    
    1.06
    
    
    
    1.02
 
 (1)
    
    The average exchange rates for each full year are calculated using the average exchange
rate on the last day of each month during the period. The average exchange rate for each
month is calculated using the average of the daily exchange rates during the period.(2)
    
    Based on noon buying rates as published by the Bank of Canada.(3)
    
    The average rates for 2010 have been calculated with information up to June 30, 2010.  CAD per ZAR for the year ended December 31, or the respective month (1)(2)(3)
    
    Average
    
    
    High
    
    
    Low2005
    
    
    0.191
    
    
    
    0.213
    
    
    
    0.1752006
    
    
    0.169
    
    
    
    0.195
    
    
    
    0.1422007
    
    
    0.152
    
    
    
    0.169
    
    
    
    0.1422008
    
    
    0.123
    
    
    
    0.151
    
    
    
    0.1102009
    
    
    0.136
    
    
    
    0.150
    
    
    
    0.120January 2010
    
    
    0.140
    
    
    
    0.142
    
    
    
    0.138February 2010
    
    
    0.138
    
    
    
    0.142
    
    
    
    0.135March 2010
    
    
    0.138
    
    
    
    0.139
    
    
    
    0.136April 2010
    
    
    0.137
    
    
    
    0.139
    
    
    
    0.133May 2010
    
    
    0.136
    
    
    
    0.139
    
    
    
    0.134June 2010
    
    
    0.136
    
    
    
    0.139
    
    
    
    0.134
 
 (1)
    
    The average exchange rates for each full year are calculated using the average exchange
rate on the last day of each month during the period. The average exchange rate for each
month is calculated using the average of the daily exchange rates during the period.(2)
    
    Based on noon buying rates as published by the Bank of Canada.(3)
    
    The average rates for 2010 have been calculated with information up to June 30, 2010. 3.B. Capitalization and Indebtedness
  3.C. Reasons for the Offer and Use of Proceeds
   15




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##### Table of Contents



3.D. Risk Factors
 Investment in mining companies such as Anooraq is highly speculative and subject to numerous and
substantial risks.
 The Company faces risks in executing its business plan and achieving revenues. The following risks
are material risks that the Company faces. The Company also faces the risks identified elsewhere in
this Annual Report. If any of these risks occur, the Companys business, operating results, cash
flows and financial condition could be seriously harmed and, under certain circumstances, the
Company may not be able to continue business operations as a going concern. Additional risks not
currently known to the Company or that the Company currently deems immaterial may also materially
and adversely affect the Companys business, operating results, cash flows and financial condition.
 In addition to the risks described below, see Cautionary Note to Readers Concerning Technical
Review of Bokoni for a discussion of the principal risks and uncertainties which, in managements
opinion, are likely to most directly affect the conclusions of the technical review of Bokoni.
 Anooraq has no history of earnings
  The Company may not meet its production level and operating cost estimates and, if it does not, its
results of operations may be adversely affected
   Metal price volatility may render continued commercial production at the Bokoni Mine uneconomic
       16




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Failure to replace depleted reserves will result in declining production levels over the long term
  Delays or under delivery on projects may adversely affect the Companys ability to sustain or
increase the Companys present level of production
   Mineral reserves and resources are only estimates, and there can be no assurance that the estimated
reserves and resources are accurate or that the Company will achieve indicated levels of PGM
recovery
     17




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##### Table of Contents



Failure to repay long term borrowings and the level of indebtedness may adversely affect the
Companys ability to finance its operations or to pursue other business opportunities
  
    
    The Company will need to use a large portion of its cash flow to repay principal and
pay interest on its debt, which will reduce the amount of funds available to finance its
operations and other business activities; and
 
    
    The Companys debt level may limit its ability to pursue other business
opportunities, borrow money for operations or capital expenditures in the future, or
implement its business strategy.
  Price volatility and the unavailability of other commodities may adversely affect the timing and
cost of the Companys projects
  There is no certainty that the Companys future exploration and development activities will be
commercially successful
    18




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##### Table of Contents



The Companys current exploration projects may not result in discoveries of commercial recoverable
quantities of ore
  Deterioration of economic conditions may adversely affect our business, operating results, cash
flows and financial condition
  Compliance with current and future governmental regulations may have a material adverse effect on
the Companys business, operating results, cash flows and financial condition
  The Company is required to obtain and renew governmental permits in order to conduct mining
operations, which is often a costly and time-consuming process
  A shortage of electricity and high electricity prices could adversely affect the Companys ability
to operate its business
  2010/2011:
    
    
    24.8
    %2011/2012:
    
    
    25.1
    %2012/2013:
    
    
    25.9
    %
   19




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##### Table of Contents



Changes to the regulatory environment have been proposed that would significantly affect the mining
industry in South Africa
     Disputes or disagreements with third parties who jointly own many of the Companys assets could
adversely affect our business, operating results, cash flows and financial condition
   There are uncertainties as to title matters in the mining industry. Any defects in such title
could cause the Company to lose its rights in mineral properties and jeopardize its operations.
   20




---



##### Table of Contents



The risks associated with mining and processing pose operational and environmental risks that may
not be covered by insurance and may increase costs
   The Companys property interests and operations are subject to political risks and uncertainties
associated with investment in a foreign country
    Enforcement of judgments or bringing actions outside the United States against the Company or its
directors and officers may be difficult
  The Company faces intense competition in the mining industry
   21




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##### Table of Contents



The Company is subject to extensive environmental legislation and the costs of complying with these
applicable laws and regulations may be significant
  The loss of key personnel and workforce unavailability could harm the Companys mining operations
and projects
    Fluctuations in foreign currency exchange rates in relation to the United States dollar may have an
adverse effect on the Companys operating results
   Restrictions on the Companys ability to transfer assets to or from its foreign subsidiaries may
restrict its ability to fund its operations efficiently
   22




---



##### Table of Contents



Anooraqs share price is volatile
  The possible failure to realize anticipated benefits of the Bokoni Transaction
   23




---



##### Table of Contents



ITEM 4 INFORMATION ON THE COMPANY
 4.A. History and development of the Company
 1. Name, Address and Incorporation; Trading Markets
 Business Corporations Act
   2. Summary Corporate History and Intercorporate Relationships
    Bokoni Mine
  Rationale for the Bokoni Transaction
   24




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##### Table of Contents



25




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##### Table of Contents



Structure of Ownership Following the Bokoni Transaction
  
 The above simplified corporate structure is illustrated on a fully diluted share basis, post
conversion of the B preference shares. Plateau Resources (Proprietary) Limited is an indirect
wholly owned South African subsidiary of Anooraq Resources Corporation. Plateau owns the 51%
shareholding in Holdco.
 Additional Commercial Terms of the Bokoni Transaction
    Management and Funding of Operations
     26




---



##### Table of Contents



OCSF
    Special Shareholder Arrangements
  Financing the Bokoni Transaction
      27




---



##### Table of Contents



Cash component
   Share Settled Financing  The B preference shares
       28




---



##### Table of Contents



Benefits of the Bokoni Transaction
  
    
    the Company has become a significant and sustainable HDP managed and controlled PGM
producer and supplier of PGM concentrate, together with exploration and mining development
projects;
 
    
    the Company now has effective management control over all of its PGM assets, which
assets comprise in total, in excess of 200 million PGM ounces (measured, indicated and
inferred), constituting the third-largest PGM resource base in South Africa;
 
    
    the Company has gained effective control of its existing PGM exploration projects, the
Ga Phasha Project, the Boikgantsho Project and the Kwanda Project; and
 
    
    the Companys asset base is fully funded to expand its targeted production base from
approximately 150,000 PGM ounces in 2009 to 270,000 PGM ounces per annum by 2014.
 Share Ownership Trusts
     4.B. Business Overview
 Anooraqs Business Strategy and Principal Activities
    29




---



##### Table of Contents



Mining and Exploration in South Africa
   The Royalty Act
      30




---



##### Table of Contents



Other
      4.C. Organizational Structure
  Name
    
    Country of Incorporation
    
    Proportion of ownership interestN1C Resources Incorporation
    
    Cayman Islands
    
    100%Anooraq Minera Mexicana
    
    Mexico
    
    100%N2C Resources Incorporation *
    
    Cayman Islands
    
    100%Plateau Resources Proprietary Limited *
    
    South Africa
    
    100%Bokoni Holdings Proprietary Limited *
    
    South Africa
    
    51%Bokoni Mines Proprietary Limited *
    
    South Africa
    
    51%Boikgantsho Proprietary Limited *
    
    South Africa
    
    51%Kwanda Proprietary Limited *
    
    South Africa
    
    51%Ga-Phasha Proprietary Limited *
    
    South Africa
    
    51%Lebowa Platinum Mine Limited *
    
    South Africa
    
    51%
 
 *
    
    Indirectly held  31




---



##### Table of Contents



4.D. Property, Plants and Equipment
  Figure 1. Location of the Bokoni Mine, Ga-Phasha and Platreef Properties
 
 Regional Geology
    The Bokoni Mine
   32




---



##### Table of Contents



Location and Property Description
    Mineral Rights
  Table 1: Bokoni Mines Mining License Areas.
 Old Order
    
    
    
    
    
    
    DateLicense
    
    
    Original
    
    
    Conversion
    
    
    New OrderProperty
    
    Area (ha)
    
    
    No.
    
    
    Expiry Date
    
    
    Granted
    
    
    License Number
    
    
    Valid ForMiddelpunt 420 KS
    
    
    1 544.91
    
    
    
    06/2003
    
    
    
    17/12/2025
    
    
    
    12/05/2008
    
    
    LP 30/5/1/2/59/MR
    
    
    Up to 30 yearsDiamand 422 KS
    
    
    2 238.65Umkoanesstad 419 KS
    
    
    2 635.10Zeekkoegat 421 KS
    
    
    2 127.69Brakfontein 464 KS
    
    
    2 391.04Wintersveld 417 KS
    
    
    2 459.75
    
    
    
    23/2003
    
    
    
    26/11/2013
    
    
    
    12/05/2008
    
    
    LP 30/5/1/2/65/MR
    
    Up to 30 yearsJagdlust 418KS
    
    
    2 062.63Total
    
    
    15 459.77
 Surface rights
  Surface structures
  
    
    The mine buildings including: offices, change-houses and hostel facilities;
 
    
    Workshops, compressor houses and stores;
 
    
    Concentrators (which includes milling); and
 
    
    Tailings dams and waste rock dumps.
  33




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##### Table of Contents



Figure 2 is a plan indicating the Bokoni Mines surface infrastructure and mining licenses
 
 Access, Climate and Topography
           34




---



##### Table of Contents



Infrastructure
 Power
     2010/2011:
    
    
    24.8
    %2011/2012:
    
    
    25.1
    %2012/2013:
    
    
    25.9
    %
  Water
  Tailings dams
   Waste rock dumps
   35




---



##### Table of Contents



History
  Table 2. Production summary for the past three years
 2007
    
    
    2008
    
    
    2009Tons Milled
    
    
    1 333 000
    
    
    
    1 098 000
    
    
    
    943 4034E In Situ Grade
    
    
    5.44
    
    
    
    5.42
    
    
    
    5.094E Oz Produced
    
    
    178 083
    
    
    
    142 039
    
    
    
    116 586
 Geology
 Regional geology
    Figure
3. Regional geological setting  Bushveld Igneous Complex
 
  36




---



##### Table of Contents



Local Geology
           37




---



##### Table of Contents



Mineralization
 Merensky mineralization
   UG2 mineralization
   Bokoni Mine Operations
     38




---



##### Table of Contents



Figure 4. LOM planned ore production
 
    39




---



##### Table of Contents



Figure 5. Bokoni LOM infrastructure
 
        Merensky MF3 Plant
   40




---



##### Table of Contents



UG2 MF2 Plant
      Estimates of Mineralization
  Cautionary Note to Investors Concerning Estimates of Measured and Indicated Resources
  Cautionary Note to Investors Concerning Estimates of Inferred Resources
     41




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##### Table of Contents



Table 3: Mineral Reserve Tabulation for the Bokoni Mine as at December 31, 2009
 Total
    
    
    Attributable to AnooraqCategory
    
    Reef Type
    
    
    Mt
    
    
    4E Grade (g/t)
    
    
    4E Oz (Moz)
    
    
    Mt
    
    
    4E Grade (g/t)Proven
    
    UG2
    
    
    
    33.0
    
    
    
    5.47
    
    
    
    5.8
    
    
    
    16.8
    
    
    
    5.47Merensky
    
    
    19.1
    
    
    
    4.53
    
    
    
    2.8
    
    
    
    9.7
    
    
    
    4.53Total
    
    
    52.1
    
    
    
    5.13
    
    
    
    8.6
    
    
    
    26.5
    
    
    
    5.13Probable
    
    UG2
    
    
    
    8.6
    
    
    
    5.31
    
    
    
    1.5
    
    
    
    4.4
    
    
    
    5.31Merensky
    
    
    5.1
    
    
    
    4.14
    
    
    
    0.7
    
    
    
    2.6
    
    
    
    4.14Total
    
    
    13.7
    
    
    
    4.99
    
    
    
    2.2
    
    
    
    7.0
    
    
    
    4.99
 Notes:
    
    The QP responsible for the compilation of the Ore Reserve is B. Reddy. The grade indicated
is the mill delivered grade. Table 4: Mineral Resources Tabulation for the Bokoni Mine as at December 31, 2009
 Total
    
    
    Attributable to AnooraqCategory
    
    Reef Type
    
    
    Mt
    
    
    4E Grade (g/t)
    
    
    4E Oz (Moz)
    
    
    Mt
    
    
    4E Grade (g/t)Measured
    
    Merensky
    
    
    24.7
    
    
    
    5.92
    
    
    
    4.7
    
    
    
    12.6
    
    
    
    5.92UG2
    
    
    
    108.9
    
    
    
    6.75
    
    
    
    23.6
    
    
    
    53.5
    
    
    
    6.75Total
    
    
    133.6
    
    
    
    6.59
    
    
    
    28.3
    
    
    
    68.1
    
    
    
    6.59Indicated
    
    Merensky
    
    
    29.0
    
    
    
    5.73
    
    
    
    5.3
    
    
    
    14.8
    
    
    
    5.73UG2
    
    
    
    73.9
    
    
    
    6.82
    
    
    
    16.2
    
    
    
    37.7
    
    
    
    6.82Total
    
    
    102.9
    
    
    
    6.50
    
    
    
    21.5
    
    
    
    52.5
    
    
    
    6.50Measured + Indicated
    
    All
    
    
    236.5
    
    
    
    6.55
    
    
    
    49.8
    
    
    
    120.6
    
    
    
    6.55Inferred
    
    Merensky
    
    
    92.0
    
    
    
    5.55
    
    
    
    16.4
    
    
    
    46.9
    
    
    
    5.55UG2
    
    
    
    131.3
    
    
    
    6.78
    
    
    
    28.6
    
    
    
    67.0
    
    
    
    6.78Total
    
    
    223.3
    
    
    
    6.27
    
    
    
    45.0
    
    
    
    113.9
    
    
    
    6.27
 Notes:
    
    The QP responsible for the compilation of the Mineral Resource is P. Stevenson.  42




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##### Table of Contents



Merensky Reef
  UG2 Reef
 3 3
 Estimation Methods
   
    
    the overall dip per farm was used to calculate the true reef thickness. Dip
corrections were applied for true mining cut thickness per area, taking average dip
angles into account:
 Zeekoegat and Diamand:
    
    
    25°Middelpunt:
    
    
    22°Umkoanestad:
    
    
    18°Brakfontein:
    
    
    16°
 
    
    Modelling was completed using Datamine mining software in two dimensions.
 
    
    The validated boreholes and underground samples were combined, compared and
investigated geostatistically in order to characterize and optimise the estimation
process.
 
    
    Statistical and variogram analyses were completed.
 
    
    The reef was investigated for the presence of distinct geological and statistical
domains.
 
    
    The ordinary kriging estimation technique was used for estimation of all the
variables.
 
    
    For the block model estimates, block size dimensions of 250 m by 250 m were used
within and immediately adjacent to workings. The block dimension for the remainder of
the area was 500 m by 500 m.
 
    
    A minimum of seven and a maximum of 30 samples were required within the search
ellipse for interpolation. This was kept the same for all variables.
 
    
    The resource tonnages were estimated using kriged density and thickness estimates,
modified by dip correction factor and geological loss factor.
 
    
    The Mineral Resource estimates used for mine planning and reporting are contained in
a block model that is a combination of the kriged hangingwall, channel and footwall
layer estimates, weighted according to the kriged density and respective thicknesses.
 
    
    The Mineral Resource estimate considers optimum stope width cuts.
  43




---



##### Table of Contents



Table 5: Resource and Reserve conversion factors
 Dilution byGeological
    
    
    
    
    
    
    Pillar
    
    
    Extraction
    
    
    Mining
    
    
    
    
    
    
    Off ReefReef Type
    
    Loss
    
    
    Dip
    
    
    Losses
    
    
    %
    
    
    Activities
    
    
    MCF
    
    
    DilutionUG2
    
    
    15
    %
    
    
    21
    o
    
    
    10.6
    %
    
    
    89.4
    %
    
    
    6
    %
    
    
    94.2
    %
    
    
    5.7
    %Merensky
    
    
    20
    %
    
    
    22.8
    o
    
    
    6.9
    %
    
    
    93.1
    %
    
    
    7.9
    %
    
    
    97
    %
    
    
    5.7
    %
 Known issues that materially affect mineral resources and mineral reserves
   Tax and Royalties
  
    
    Company income tax rate of 28 % on taxable income.
 
    
    Secondary tax on companies, a tax on dividends declared, of 10 %.
 
    
    A withholding tax of 10 % for dividends payable to non-residents.
       44




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Cashflow, Net Present Value and Sensitivities
   Table 5. Summary of Financial Indicators from Bokoni Technical Review
 Units
    
    
    Total
    
    
    Units
    
    
    TotalMaterial Treated
    
    Tonnes
    
    
    92,740,000
    
    
    Tonnes
    
    
    92,740,000Grade (4E head grade)
    
    
    4E g/t
    
    
    
    5.06
    
    
    
    4E g/t
    
    
    
    5.06PGM produced
    
    4E oz
    
    
    13,684,167
    
    
    4E oz
    
    
    13,684,167Revenue
    
    ZAR millions
    
    
    126,749
    
    
    CAD millions
    
    
    17,507Gross revenue
    
    ZAR millions
    
    
    134,226
    
    
    CAD millions
    
    
    18,540Royalties
    
    ZAR millions
    
    
    -7,477
    
    
    CAD millions
    
    
    -1,033Operating cost
    
    ZAR millions
    
    
    64,067
    
    
    CAD millions
    
    
    8,849Unit operating cost
    
    ZAR/t
    
    
    703.34
    
    
    CAD/t
    
    
    97.15Gross profit
    
    ZAR millions
    
    
    62,682
    
    
    CAD millions
    
    
    8,658Capital Cost (CAPEX)
    
    ZAR millions
    
    
    12,468
    
    
    CAD millions
    
    
    1,722Real term tax
    
    ZAR millions
    
    
    14,937
    
    
    CAD millions
    
    
    2,063Effective tax rate
    
    
    %
    
    
    
    22.00
    
    
    
    %
    
    
    
    22.00Working CAPEX
    
    ZAR millions
    
    
    1,303
    
    
    CAD millions
    
    
    180Net profit (after working CAPEX)
    
    ZAR millions
    
    
    33,974
    
    
    CAD millions
    
    
    4,693Margin
    
    
    %
    
    
    
    24.70
    
    
    
    %
    
    
    
    24.70
   Plans for Expansion
    45




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Environmental liabilities
    The Ga-Phasha Project
 Agreements
  Location and Property Description
   46




---



##### Table of Contents



Figure 6. Mineral Rights Holdings, Ga-Phasha Project Area
 
    Accessibility, Climate, Local Resources, Infrastructure and Physiography
     History
    47




---



##### Table of Contents




    
    Measured and indicated resources of 43.2 million tonnes grading 4.39 g/t 4PGM.
 
    
    Inferred resources of 39.8 million tonnes grading 4.28 g/t 4PGM on the Paschaskraal
and Klipfontein farms.
 
    
    Inferred resources of 97.6 million tonnes grading 4.34 g/t 4PGM on the Avoca and
DeKamp farms.
  
    
    Measured and indicated resources of 65.7 million tonnes grading 6.97 g/t 4PGM.
 
    
    Inferred resources of 33.9 million tonnes grading 7.20 g/t 4PGM on the Paschaskraal
and Klipfontein farms.
 
    
    Inferred resources of 77.6 million tonnes grading 7.05 g/t 4PGM on the Avoca and
DeKamp farms.
   Geological Setting and Mineralization
     48




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Sampling and Analysis, and Security of Samples
   ARC Procedures
   AARL Procedures
     ISO 17025
 Estimates of Mineralization
   49




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Cautionary Note to Investors Concerning Estimates of Measured and Indicated Resources
  Cautionary Note to Investors Concerning Estimates of Inferred Resources
  i
   Table 7a. Paschaskraal and Klipfontein Farms
UG2 Reef Measured and Indicated Resources 1,4
Over a minimum width of 0.90 m
 Tonnes
    
    
    4PGM2
    
    
    Pt3
    
    
    Pd3
    
    
    Rh3
    
    
    Au3Horizon
    
    Category
    
    
    (millions)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)Regolith
    
    Measured
    
    
    0.97
    
    
    
    6.33
    
    
    
    2.74
    
    
    
    2.99
    
    
    
    0.49
    
    
    
    0.11Indicated
    
    
    1.43
    
    
    
    6.45
    
    
    
    2.74
    
    
    
    3.08
    
    
    
    0.52
    
    
    
    0.12Mining
Footprint
    
    Measured
    
    
    7.17
    
    
    
    6.74
    
    
    
    2.80
    
    
    
    3.28
    
    
    
    0.55
    
    
    
    0.12Indicated
    
    
    0.07
    
    
    
    7.04
    
    
    
    2.91
    
    
    
    3.41
    
    
    
    0.60
    
    
    
    0.13Remnant
    
    Measured
    
    
    16.71
    
    
    
    6.40
    
    
    
    2.71
    
    
    
    3.05
    
    
    
    0.54
    
    
    
    0.11Indicated
    
    
    55.95
    
    
    
    6.56
    
    
    
    2.77
    
    
    
    3.14
    
    
    
    0.53
    
    
    
    0.11Total Measured + Indicated
    
    
    82.30
    
    
    
    6.53
    
    
    
    2.76
    
    
    
    3.13
    
    
    
    0.53
    
    
    
    0.11
  50




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##### Table of Contents



Table 7b. Paschaskraal and Klipfontein Farms
UG2 Reef Inferred Resources 1,4
Over a minimum width of 0.90 m
 Tonnes
    
    
    4PGM2
    
    
    Pt3
    
    
    Pd3
    
    
    Rh3
    
    
    Au3Horizon
    
    (millions)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)Regolith
    
    
    1.13
    
    
    
    6.28
    
    
    
    2.68
    
    
    
    2.99
    
    
    
    0.50
    
    
    
    0.11Remnant
    
    
    67.36
    
    
    
    6.47
    
    
    
    2.72
    
    
    
    3.09
    
    
    
    0.54
    
    
    
    0.11Total Inferred
    
    
    68.49
    
    
    
    6.47
    
    
    
    2.72
    
    
    
    3.09
    
    
    
    0.54
    
    
    
    0.11
  Table 8a. Paschaskraal and Klipfontein Farms
Merensky Reef Measured and Indicated Resources 1,4
Over a minimum width of 0.90 m
 Tonnes
    
    
    4PGM2
    
    
    Pt3
    
    
    Pd3
    
    
    Rh3
    
    
    Au3Horizon
    
    Category
    
    
    (millions)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)Regolith
    
    Measured
    
    
    0.83
    
    
    
    4.05
    
    
    
    2.44
    
    
    
    1.25
    
    
    
    0.14
    
    
    
    0.23Indicated
    
    
    4.15
    
    
    
    4.16
    
    
    
    2.52
    
    
    
    1.23
    
    
    
    0.13
    
    
    
    0.28Remnant
    
    Measured
    
    
    7.54
    
    
    
    4.35
    
    
    
    2.63
    
    
    
    1.33
    
    
    
    0.15
    
    
    
    0.24Indicated
    
    
    44.05
    
    
    
    4.70
    
    
    
    2.94
    
    
    
    1.30
    
    
    
    0.17
    
    
    
    0.28Total Measured + Indicated
    
    
    56.57
    
    
    
    4.61
    
    
    
    2.86
    
    
    
    1.29
    
    
    
    0.17
    
    
    
    0.27
 Table 8b. Paschaskraal and Klipfontein Farms
Merensky Reef Inferred Resources 1,4
Over a minimum width of 0.90 m
 Tonnes
    
    
    4PGM2
    
    
    Pt3
    
    
    Pd3
    
    
    Rh3
    
    
    Au3Horizon
    
    (millions)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)Remnant
    
    
    57.51
    
    
    
    4.40
    
    
    
    2.67
    
    
    
    1.30
    
    
    
    0.16
    
    
    
    0.28
  Table 9. Avoca and DeKamp farms
Inferred Resources 1,4
Over a minimum width of 0.90 m
 Width
    
    
    Tonnes
    
    
    4PGM2
    
    
    Pt3
    
    
    Pd3
    
    
    Rh3
    
    
    Au3Deposit
    
    (meters)
    
    
    (millions)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)Merensky Reef
    
    
    1.30
    
    
    
    122.50
    
    
    
    4.48
    
    
    
    2.71
    
    
    
    1.33
    
    
    
    0.16
    
    
    
    0.28UG2
    
    
    0.96
    
    
    
    118.11
    
    
    
    6.49
    
    
    
    2.73
    
    
    
    3.11
    
    
    
    0.54
    
    
    
    0.12
  (1)
    
    A 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.(2)
    
    4PGM = platinum + palladium + rhodium + gold.(3)
    
    Grades for individual elements are estimated from prill assays to tally 4PGM.(4)
    
    The resource estimate represents 100% of the Ga-Phasha resource of which 51% is attributable to
Anooraq.(5)
    
    Metallurgical recoveries are assumed to be 100%.  51




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##### Table of Contents



Recent Exploration
   
    
    A phase 1 study to exploit the UG2 reef to a depth of some 650 meters below surface;
 
    
    Identification of a single preferred option by which to proceed to a bankable
feasibility phase; and
 
    
    Contemplate and assess optimization of economies of scale between the Parties
operations in the area, and in that regard, evaluate the possible usage of joint
infrastructure and processing facilities between Anglo Platinums adjacent Twickenham
Platinum Mine and Ga-Phasha.
    Exploration and Development
    The Platreef Project
 Agreements
   52




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##### Table of Contents



Location and Property Description
   Figure 7. Property Holdings, Platreef Properties
 
  53




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##### Table of Contents



Table 10. Platreef Mineral Rights
 Type and status of mineral
    
    Duration of New Order prospectingProperty or Farm
    
    rights
    
    rightKwanda North:
Ham 699 LR
Gilead 729 LR
Elberfield 731 LR
Gideon 730 LR
Chlun 735 LR
Swerweskraal 736 LR
    
    New order prospecting rights
have been granted. They are
hold jointly by Plateau and
RPM.
    
    This right
commenced on
December 11,
2007, and endures
for 5 years to
December 10, 2012.Kwanda South:
Rondeboschje 295 KR
Cyferkuil 321 KR
Haakdoornkuil 323 KR
Vaalkop 325 KR
Naboomfontein 320 KR
    
    These apply to PGMs and
extend, as well, to gold,
silver, copper and nickel.
    
    This right
commenced on July
23, 2008 and
endures for 5 years
to July 22, 2013.Central Block:Portion 2 of the
Farm Elandsfontein
766 LR 
Malokongskop 780 LR 
Portion 1 of the
farm Elandsfontein
LR 
Hamburg 737 LR 

Portion 2 (a
portion of portion
1) of Dorstland 768
LR 
Portion 3 (a
portion of portion
1) of Dorstland 768
LR 
Noord Holland 775 LR 

Mineral Area 1,
excluding Mineral
Area 2, on the
Remaining Extent of
Dorstland 768 LR 
Remaining Extent of
Portion 1 of
Dorstland 768 LR
    
    New order prospecting rights
have been granted to Plateau. 
Dortsland and Malokongskop
coverall al minerals and oil
and gas. 
Noord Holland Right does not
include oil and gas. 
Portion 1 of Elandsfontein
766 LR and Hamburg 737 LR,
includes all minerals.
    
    Portion 2 of
Elandsfontein 766
LR Portions 2, 3
and the Remaining
Extent of Portion 1
and Mineral Area 1
of Dorstland 768 LR
Remaining Extent
and Portions 1 and
2 of Noord Holland
775 LR Portion 1 of
Elandsfontein 766
LR and Hamburg 737
LR rights commenced
March 20, 2007, and
endure for 5 years
to March 19, 2012. 
Malokongskop 780 LR
right commenced on
November 28, 2006
and endures for 5
years to November
27, 2011.Boikgantsho:
Drenthe 778 LR 
Remaining Extent of
the Farm Witrivier
77 LR 
Portion 1 of the
Farm Witrivier 77
LR
    
    New order prospecting rights
have been granted to Plateau.
Drenthe includes all minerals.
    
    The Witrivier right
commenced on March
20, 2007 and
endures for 5 years
to March 19, 2012.
The Drenthe right
commenced on
November 28, 2006
and endures for 5
years to November
27, 2011.Rietfontein Block:
Rietfontein 2 KS
    
    New order prospecting right
has been granted to Plateau.It includes all mineral
except precious stones and
oil and gas.
    
    This right
commenced on
November 28, 2006
and endures for 5
years to November
27, 2011.
  54




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##### Table of Contents



Rietfontein Block
   
    
    Both parties abandon their respective claims under dispute forming the subject matter
of arbitration.
 
    
    The existing joint venture (JV) between the parties is amended such that the current
Rietfontein JV is extended to incorporate a defined area of Ivanplats adjacent Turfspruit
mineral property. Both parties retain their existing prospecting rights in respect of
mineral properties in their own names but make these rights and technical information
available to the extended JV (the Extended JV).
 
    
    Anooraq will be entitled to appoint a member to the Extended JV technical committee and
all technical programmes going forward will be carried out with input from Anooraq.
 
    
    Anooraq is awarded a 6% free carried interest in the Extended JV, provided that the
Extended JV contemplates an open pit mining operation, incorporating the Rietfontein
mineral property. Anooraq has no financial obligations under the Extended JV terms and
Ivanplats is required to fund the entire exploration programme to feasibility study with no
financial recourse to Anooraq. On delivery of the feasibility study Anooraq may elect to
either:
 
    
    Retain a participating interest in the Extended JV and finance its pro
rata share of the project development going forward; or
 
    
    Relinquish its participating interest in the Extended JV in consideration
for a 5% net smelter return royalty in respect of mineral products extracted from
those areas of the Rietfontein mineral property forming part of the Extended JV
mineral properties.
 Central Block
    55




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##### Table of Contents



Kwanda Project (North Block and South Block)
    Boikgantsho Project (Drenthe, Witrivier and Overysel North)
    Accessibility, Climate, Local Resources, Infrastructure and Physiography
     History
  Geological Setting and Mineralization
    56




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##### Table of Contents



Sampling and Analysis, and Security of Samples
   Figure 8. Analytical flow sheet
 
  57




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##### Table of Contents



Estimates of Mineralization
  Cautionary Note to Investors Concerning Estimates of Measured and Indicated Resources
  Cautionary Note to Investors Concerning Estimates of Inferred Resources
   Table 11. Boikgantsho Indicated Mineral Resources
Nov 2004 at a US$20 GMV/t cut-off
 Tonnes
    
    
    3PGM
    
    
    Pt
    
    
    Pd
    
    
    Au
    
    
    % Ni
    
    
    % CuDEPOSIT
    
    (millions)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (%)
    
    
    (%)Drenthe
    
    
    132.24
    
    
    
    1.25
    
    
    
    0.53
    
    
    
    0.62
    
    
    
    0.09
    
    
    
    0.14
    
    
    
    0.09Overysel North
    
    
    44.42
    
    
    
    1.64
    
    
    
    0.67
    
    
    
    0.87
    
    
    
    0.10
    
    
    
    0.10
    
    
    
    0.06Total
    
    
    176.66
    
    
    
    1.35
    
    
    
    0.57
    
    
    
    0.69
    
    
    
    0.09
    
    
    
    0.13
    
    
    
    0.08
 Table 12. Boikgantsho Inferred Mineral Resources
Nov 2004 at a US$20 GMV/t cut-off
 Tonnes
    
    
    3PGM
    
    
    Pt
    
    
    Pd
    
    
    Au
    
    
    % Ni
    
    
    % CuDEPOSIT
    
    (millions)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (g/t)
    
    
    (%)
    
    
    (%)Drenthe
    
    
    88.64
    
    
    
    1.16
    
    
    
    0.49
    
    
    
    0.58
    
    
    
    0.09
    
    
    
    0.15
    
    
    
    0.09Overysel North
    
    
    15.71
    
    
    
    1.63
    
    
    
    0.65
    
    
    
    0.88
    
    
    
    0.10
    
    
    
    0.11
    
    
    
    0.06Total
    
    
    104.35
    
    
    
    1.23
    
    
    
    0.52
    
    
    
    0.63
    
    
    
    0.09
    
    
    
    0.14
    
    
    
    0.09
  (1)
    
    Mineral resources that are not mineral reserves do not have demonstrated economic viability.
 (2)
    
    Gross Metal Value per tonne (GMV/t) is sum of Pt, Pd, Au, Cu and Ni grades multiplied by the
following metal prices:
 (3)
    
    Pt  US$650/oz; Pd  US$250/oz; Au  US$375/oz; Ni  US$4/lb; Cu  US$1/lb.
  Recent Exploration
   58




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##### Table of Contents



ITEM 4A UNRESOLVED STAFF COMMENTS
   59




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##### Table of Contents



ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 Overview
    Key drivers of the Companys operating results and principle factors affecting its operating
results
  
    
    The prices of PGM metals, which fluctuates widely in dollars and ZAR;
 
    
    The tonnages and PGM content thereof, impacting on the amount of PGM metals the Company
produces, at its operations;
 
    
    The cost of producing the PGM metals as a result of mining efficiencies; and
 
    
    General economic factors, such as exchange rate fluctuations and inflation, and factors
affecting mining operations, particularly in South Africa.
 PGM prices
   Monthly average basket PGM prices
    
    2009 fiscal year
    
    
    2008 fiscal year
    
    
    % changeLowest PGM price during the fiscal year
    
    US$
    684
    
    
    US$
    618
    
    
    
    11
    %Highest PGM price during the fiscal year
    
    US$
    1,090
    
    
    US$
    1,743
    
    
    
    (40
    %)Average PGM price during the year
    
    US$
    874
    
    
    US$
    1,313
    
    
    
    (33
    %)PGM price at end of the year
    
    US$

    1,090
    
    
    US$
    618
    
    
    
    (76
    %)PGM price at beginning of the year
    
    US$
    684
    
    
    US$
    1,343
    
    
    
    (49
    %)
 Monthly average basket PGM prices
    
    2008 fiscal year
    
    
    2007 fiscal year
    
    
    % changeLowest PGM price during the fiscal year
    
    US$
    618
    
    
    US$
    1,023
    
    
    
    (40
    %)Highest PGM price during the fiscal year
    
    US$
    1,743
    
    
    US$
    1,271
    
    
    
    37
    %Average PGM price during the year
    
    US$
    1,313
    
    
    US$
    1,140
    
    
    
    15
    %PGM price at end of the year
    
    US$
    618
    
    
    US$
    1,271
    
    
    
    (51
    %)PGM price at beginning of the year
    
    US$
    1,343
    
    
    US$
    1,023
    
    
    
    31
    %
  60




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##### Table of Contents



PGM production and operating costs
   General economic factors
  Effect of exchange rate fluctuations
  Currency hedging
  Effect of inflation
  South African political, economic and other factors
  
    
    The Broad-based Black Economic Empowerment Act;
 
    
    The Minerals Act;
 
    
    The Mineral and Petroleum Resources Development Act (MPRDA);
 
    
    The Mineral and Petroleum Royalty Act.
   61




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##### Table of Contents



5 A. Operating Results
 Fiscal 2009 Compared to Fiscal 2008
    Highlights
  
    
    Labor restructuring agreements with labor unions were finalized and the Company
commenced with the implementation of its labor restructuring plan which was finalized
during the first quarter 2010. This labor restructuring represents a key element for
implementation of the Companys turnaround strategy at the Bokoni Mine, with
approximately 826 mine personnel affected through the restructuring process. During the
first quarter of 2010, approximately 377 mine personnel (approximately 10% of total mine
labor) were moved from positions in services to production activities and approximately
153 mine personnel were retrenched during the process.
 
    
    The concentrator plant upgrade at Bokoni was completed on time and within budget.
This upgrade resulted in the mines Merensky reef milling capacity increasing to 100,000
tonnes per month, while the UG2 reef milling capacity is installed at 65,000 tonnes per
month. Due to the upgrade, 20 milling days were lost during the first six months. This
upgrade project will ensure that Bokoni has sufficient concentrator processing capacity
to meet its stage one growth phase demands, whereby the operations will increase
production to 160,000 tonnes per month by 2014.
 
    
    Cost cutting initiatives remain a key focus area at the Bokoni Mine, and during this
period the ZAR per tonne milled unit operating costs decreased to ZAR 976 per tonne in
the six months ended December 31, 2009 which is significantly lower than the cost of ZAR
1,113 per tonne in the six months ended June 30, 2009 at the Bokoni Mine prior to the
Bokoni Transaction.
 Revenue
    Cost of Sales
     62




---



##### Table of Contents




    
    a reduction in stores costs due to the introduction of a flexible budget system;
 
    
    a reduction in transport costs due to the re-negotiation of transport contracts with
service providers;
 
    
    utility costs decreased due to lower summer tariffs; and
 
    
    reduction in labor costs due to labor restructuring.
    Safety
  Development
   Bokoni Mine production statistics
 Six monthsJuly to December 20094E oz produced
    
    Oz
    
    
    61,347Tonnes milled
    
    T
    
    
    503,398Built-up head grade
    
    g/t milled,4E
    
    
    4.29Development meters
    
    M
    
    
    6,245Immediately available ore reserves
    
    Months
    
    
    14R/t Operating cost/tonne milled
    
    ZAR/t
    
    
    976R/4E Operating cost/4E oz
    
    ZAR/4E oz
    
    
    8,009Total labor (mine operations)
    
    Number
    
    
    4,402
    63




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##### Table of Contents



Other items in the Statement of Comprehensive Income
  Business Combinations (2008)
          Statement of Financial Position
   Property, plant and equipment
    
    $
    725,226,891Capital work-in-progress
    
    
    216,194,965Cash deposits held in Platinum Producers Environmental Trust
    
    
    2,356,993Other non-current assets
    
    
    741Trade and other receivables
    
    
    22,477,941Cash and cash equivalents
    
    
    3,576,912Loans and borrowings (owing to RPM)
    
    
    (493,666,666
    )Deferred taxation
    
    
    (231,040,913
    )Provisions
    
    
    (4,308,137
    )Current tax payable
    
    
    (123,034
    )Trade and other payables
    
    
    (30,845,374
    )Total identifiable net assets at July 1, 2009
    
    $
    209,850,319
  64




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##### Table of Contents



Business Combinations (2008) 
    
    
    Anglo Platinum contributed an amount of $15.4 million to the Anooraq Community
Participation Trust. Approximately $10.9 million was used to acquire new shares in the
Company. As of July 1, 2009, the Company issued 9,799,505 ordinary shares at $1.11 to
the Anooraq Community Participation Trust.
 
    
    Anglo Platinum contributed approximately $6.8 million to the Bokoni Platinum Mine
ESOP Trust (ESOP Trust), of which $5 million was used to acquire new shares in the
Company. As of 1 July 2009, the Company issued 4,497,062 ordinary shares at $1.11 to
the ESOP Trust. The ESOP Trust is consolidated as a SPE by the Company.
  Financing of the Bokoni Transaction
  65




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##### Table of Contents



Financing the Bokoni Transaction
    Critical Accounting Policies and Estimates
      66




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##### Table of Contents



Taxation
    Impairment of Mining Assets
       
    
    Changes to proven and probable ore reserves;
 
    
    The grade of the ore reserves may vary significantly from time to time;
 
    
    Review of strategy;
 
    
    Differences between actual commodity prices and commodity price assumptions;
 
    
    Unforeseen operational issues at the mine; and
 
    
    Changes in capital, operating mining, processing and reclamation costs.
 Exposure and liabilities with regards to rehabilitation costs
    67




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##### Table of Contents



Fair value of share based payments
  Inventory  Stock piles
  Assessment of contingencies
  Mineral resources and reserves
    
    
    Asset carrying values may be affected due to changes in estimated cash flows;
 
    
    Depreciation and amortisation charged to profit or loss may change as they are
calculated on the units-of production method; and
 
    
    Environmental provisions may change as the timing and/or cost of these activities may be
affected by the change in mineral reserves.
  Assets acquired in business combination
    Life-of-mine
    
    - 35 yearsSouth African discount rate
    
    - 18.5%PGM price
    
    - $1,237ZAR/US$ exchange rate
    
    - R9.42South African inflation rate
    
    - 4.6%
  68




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##### Table of Contents



New standards and interpretations not yet adopted
  
    
    IAS 24 (revised), Related party disclosures
    
    Amendments to IAS 39, Eligible hedged items
    
    Amendments to IFRS 1 and IAS 27, Cost of an investment in a subsidiary, jointly controlled entity or associate
    
    Amendments to IFRS 2, Share-based payments: vesting conditions and cancellations
    
    Amendments to IFRS 7, Improving disclosures about financial instruments
    
    IFRS 9, Financial instruments
    
    IFRIC 17, Distribution of Non-cash assets to owners
    
    Various improvements to IFRS 2009
  B. Liquidity and Capital Resources
  Financing the Bokoni
Transaction 
   
    
    Failure to make scheduled payments.
    
    Violation of loan covenants.
       69




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##### Table of Contents



Balance at December
    
    
    Total available
    
    
    Unutilized portion of31, 2009
    
    
    facility
    
    
    facility$ millionSenior debt facility
    
    
    71.5
    
    
    
    106.4
    
    
    
    34.9OCSF
    
    
    54.0
    
    
    
    208.5
    
    
    
    154.5RPM Funding loan
    
    
    72.8
    
    
    
    102.2
    
    
    
    29.4A preference share facility
    
    
    352.7
    
    
    
    352.7
    
    
    
    Other
    
    
    4.5
    
    
    
    4.5
    
    
    
    Total
    
    
    555.5
    
    
    
    774.3
    
    
    
    218.8
  Financial Instruments
 Interest rate hedging
  Material Commitments for Capital Expenditures
  C. Research and Development, Patents and Licenses, etc.
  D. Trend Information
      70




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##### Table of Contents



E. Off-Balance Sheet Arrangements
  F. Tabular Disclosure of Contractual Obligations
  Payments due by periodLess than
    
    
    
    
    
    
    
    
    
    
    Later thanMillion $
    
    Total
    
    
    one year
    
    
    1 to 3 years
    
    
    3 to 5 years
    
    
    5 yearsCapital commitments
    
    
    10.3
    
    
    
    10.3
    
    
    
    
    
    
    
    
    
    
    
    Long-term debt (include
scheduled interest
payments)
    
    
    881.8
    
    
    
    
    
    
    
    10.0
    
    
    
    62.0
    
    
    
    809.8Operating lease commitments
    
    
    1.2
    
    
    
    0.4
    
    
    
    0.8
    
    
    
    
    
    
    
    Purchase obligations
    
    
    11.7
    
    
    
    11.7
    
    
    
    
    
    
    
    
    
    
    
    Derivative liability
    
    
    1.6
    
    
    
    
    
    
    
    1.6
    
    
    
    
    
    
    
    Total
    
    
    906.6
    
    
    
    22.4
    
    
    
    12.4
    
    
    
    62.0
    
    
    
    809.8
    G. Safe Harbor
   71




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##### Table of Contents



ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 A. Directors and Senior Management
 Name and Occupation
   Common sharesPeriod(s) as a
    
    BeneficiallyName, position with the Company and
    
    Director or
    
    owned,province
or state and country of
    
    Officer of the
    
    controlled or
    
    
    B2 Preference
    
    
    B3 Preferenceresidence

    
    Company
    
    directed (1) (2)
    
    
    shares (1) (3)
    
    
    shares (1) (4)Fikile Tebogo De Buck (7) (8) (10)
Johannesburg, South Africa
    
    Since November 2008
    
    NilAnu Dhir (7) (9) (10) (11)
Director
London, UK
    
    Since July 2008
    
    NilWayne Kirk (7) (8)
Director
Washington, United States
    
    Since July 2005
    
    
    3,000Philip Kotze
Director, President and Chief Executive Officer
Randfontein, South Africa
    
    Since July 2008
    
    
    100,000Harold Motaung
Director
Gauteng, South Africa
    
    Since September 2004
    
    
    34,426,458
    (5)
    
    
    18,972,000
    (5)
    
    
    19,686,000
    (5)Tumelo Motsisi (9) (11)
Director and Chairman
Gauteng, South Africa
    
    Since September 2004
    
    
    49,234,432
    (6)
    
    
    26,784,000
    (6)
    
    
    27,792,000
    (6)Sipho Nkosi (8) (9)
Director
Gauteng, South Africa
    
    Since November 2004
    
    Nil
  72




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##### Table of Contents



Common sharesPeriod(s) as a
    
    BeneficiallyName, position with the Company and
    
    Director or
    
    owned,province
or state and country of
    
    Officer of the
    
    controlled or
    
    
    B2 Preference
    
    
    B3 Preferenceresidence

    
    Company
    
    directed (1) (2)
    
    
    shares (1) (3)
    
    
    shares (1) (4)Rizelle Sampson (10)
Director
Gauteng, South Africa
    
    Since September 2004
    
    NilRonald Thiessen (11)
Director
British Columbia, Canada
    
    Since April 1996
    
    
    740,923Joel Kesler
Company secretary
Gauteng, South Africa
    
    Since March 2010
    
    
    766,361De Wet Schutte
Chief Financial Officer
Gautend, South Africa
    
    Since May 2010
    
    Nil
 Notes:(1)
    
    The information as to number of common shares beneficially owned controlled or directed is
not within the knowledge of the management of the Company and has been furnished by the
respective nominees as reported in their filings at www.sedar.com.(2)
    
    Directors personally own or control a total of 85,271,174 common shares which represent
approximately 42.3% of the current outstanding shares. The directors also hold 9,431,000
options (see Incentive Plan Awards  Option-based Awards).(3)
    
    Directors personally own or control a total of 45,756,000 B2 Preference shares which
represent approximately 41% of the current outstanding shares.(4)
    
    Directors personally own or control a total of 47,478,000 B3 Preference shares which
represent approximately 41% of the current outstanding shares.(5)
    
    Indirect holdings being 170 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 (201,743,473) held by the Pelawan Trust.(6)
    
    Indirect holdings being 240 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 (201,743,473) held by the Pelawan Trust.(7)
    
    Member of the Audit Committee.(8)
    
    Member of the Nominating and Governance Committee.(9)
    
    Member of the Compensation Committee.(10)
    
    Member of the Sustainable Development and Health and Safety Committee.(11)
    
    Member of the Investment Committee.  73




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##### Table of Contents



FIKILE TEBOGO DE BUCK, CA  Director
   Company
    
    Positions Held
    
    From
    
    ToHarmony Gold Company Limited
    
    Director
    
    April 2006
    
    PresentAnooraq Resources Corporation
    
    Director
    
    November 2008
    
    Present
 ANU DHIR, BA, JD  Director
   Company
    
    Positions Held
    
    From
    
    ToAnooraq Resources Corporation
    
    Director
    
    July 2008
    
    PresentKatanga Mining Limited
    
    Director
    
    March 2004
    
    November 2004Vice President, Corporate Development
    
    January 2006
    
    October 2009Andina Minerals Inc.
    
    Officer
    
    January 2006
    
    November 2006Compass Asset Management
    
    Director
    
    June 2009
    
    PresentMiniqs Limited
    
    Director and Officer
    
    Marc 2010
    
    Present
 WAYNE KIRK, LLB  Director
    Company
    
    Positions Held
    
    From
    
    ToAnooraq Resources Corporation
    
    Director
    
    July 2005
    
    PresentGabriel Resources Ltd.
    
    Director
    
    June 2008
    
    PresentGreat Basin Gold Ltd.
    
    Director
    
    July 2004
    
    PresentNorthern Dynasty Minerals Ltd.
    
    Director
    
    July 2004
    
    PresentTaseko Mines Limited
    
    Director
    
    July 2004
    
    Present
  74




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##### Table of Contents



PHILIP KOTZE, Pr.Eng.,  President, CEO and Director
   Company
    
    Positions Held
    
    From
    
    ToAnooraq Resources Corporation
    
    Director
    
    July 2008
    
    Present
 A. H. C. HAROLD MOTAUNG, BSc, MBA  Director
   TUMELO M. MOTSISI, BA, LLM, MBA  Executive Chairman and Director
   SIPHO A. NKOSI, B.Comm, MBA  Director
   75




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##### Table of Contents



Company
    
    Positions Held
    
    From
    
    ToAnooraq Resources Corporation
    
    Director
    
    November 2004
    
    PresentExxaro Resources Limited
    
    Director
    
    November 2006
    
    PresentGreat Basin Gold Ltd.
    
    Director
    
    August 2003
    
    Present
 RIZELLE M. SAMPSON, H. Dip Education  Director
    Company
    
    Positions Held
    
    From
    
    ToIndependent Power Southern
Africa (IPSA) Group PLC
    
    Director
    
    January 2009
    
    PresentAnooraq Resources Corporation
    
    Director
    
    September 2004
    
    Present
 RONALD W. THIESSEN, CA  Director
   Company
    
    Positions Held
    
    From
    
    ToAnooraq Resources Corporation
    
    Director
    
    April 1996
    
    PresentPresident and Chief
    
    September 2000
    
    August 2007Executive OfficerAmarc Resources Ltd.
    
    Director
    
    September 1995
    
    PresentPresident and Chief
    
    September 2000
    
    PresentExecutive OfficerContinental Minerals Corporation
    
    Director
    
    November 1995
    
    PresentPresident and Chief
    
    September 2000
    
    January 2006Executive OfficerCo-Chairman
    
    January 2006
    
    PresentDetour Gold Corporation
    
    Director and Chairman
    
    July 2006
    
    Present
  76




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##### Table of Contents



Company
    
    Positions Held
    
    From
    
    ToFarallon Resources Ltd.
    
    Director
    
    August 1994
    
    PresentPresident and Chief
    
    December 1999
    
    September 2004Executive OfficerCo-Chairman
    
    September 2004
    
    December 2005Chairman
    
    December 2005
    
    PresentGreat Basin Gold Ltd.
    
    Director
    
    October 1993
    
    PresentPresident and Chief
    
    September 2000
    
    December 2005Executive OfficerCo-Chairman
    
    December 2005
    
    November 2006Chairman
    
    November 2006
    
    PresentNorthern Dynasty Minerals Ltd.
    
    Director
    
    November 1995
    
    PresentPresident and Chief
    
    November 2001
    
    PresentExecutive OfficerRockwell Diamonds Inc.
    
    Director
    
    November 2000
    
    September 2007President and CEO
    
    November 2000
    
    September 2006Chairman
    
    September 2006
    
    September 2007Taseko Mines Limited
    
    Director
    
    October 1993
    
    PresentPresident and Chief
    
    September 2000
    
    July 2005Executive OfficerCo-Chairman
    
    July 2005
    
    May 2006Chairman
    
    May 2006
    
    PresentTri-Gold Resources Corp.
    
    Director
    
    July 1992
    
    December 2006
 JOEL KESLER, B.COM, LLB (CUM LAUDE) UCT  Executive: Corporate and Business Development
   77




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##### Table of Contents



DE WET SCHUTTE, B.COM (HONS), CA (SA)  Chief Financial Officer
  B. Compensation
 COMPENSATION DISCUSSION AND ANALYSIS
 Compensation Committee
  (a)
    
    To recommend to the Board of Directors the form and amount of
compensation to be paid by the Company to the Directors, including
compensation to be paid in consideration of a director acting on a
committee of the Board of Directors.(b)
    
    To review and approve corporate goals and objectives relating to the
compensation of the Companys executive officers, including the CEO,
CFO and other senior officers (collectively, the Officers) if
applicable. The Compensation Committee evaluate the performance of the
Officers in light of those goals and review and recommend to the Board
the officers annual compensation and incentive or equity plan
participation levels and bases of participation. Recommendations of
compensation include salary, bonus, and other incentive compensation.(c)
    
    To review and recommend to the Board on an annual basis the evaluation
process and compensation structure for the Companys other employees.(d)
    
    Based upon input and recommendations from the officers, to review the
Companys incentive compensation plans and recommend changes in such
plans to the Board of Directors as needed and to review and submit to
the Board of Directors recommendations concerning new incentive
compensation plans.(e)
    
    To administer the Companys stock option and other equity based
compensation plans and determine the grants of stock options and other
equity based compensation.(f)
    
    To prepare and publish any annual executive compensation report in the
Companys annual information form or proxy statement.
   (a)
    
    the Chief Executive Officer (CEO);(b)
    
    the Chief Financial Officer (CFO);(c)
    
    each of the three most highly compensated executive officers, or the
three most highly compensated individuals acting in a similar
capacity, other than the CEO and CFO, at the end of the most recently
completed financial year whose total compensation was, individually,
more than $150,000 for that financial year; and(d)
    
    each individual who would be a NEO under paragraph (c) but for the
fact that the individual was neither an executive officer of the
company, nor acting in a similar capacity, at December 31, 2009.
  78




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##### Table of Contents



Report on Executive Compensation
   Philosophy and Objectives
  (a)
    
    attracting and retaining talented, qualified and effective executives;(b)
    
    motivating the short and long-term performance of these executives; and(c)
    
    better aligning their interests with those of the Companys Shareholders.
  Base Salary
    Bonus Compensation
   Equity Participation
   79




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##### Table of Contents



SUMMARY COMPENSATION TABLE
 Non-equity incentiveplan compensationOption
    
    
    Annual
    
    
    Long-
    
    
    Pension,based
    
    
    incentive
    
    
    term
    
    
    providentSalary
    
    
    awards
    
    
    plans
    
    
    incentive
    
    
    and medical
    
    
    All Other
    
    
    Total($)
    
    
    ($)
    
    
    ($)
    
    
    plans
    
    
    value
    
    
    Compensation
    
    
    CompensationName
    
    Year
    
    
    (3)
    
    
    (4)
    
    
    (5)
    
    

($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Phillip Kotze(1)
    
    
    2009
    
    
    
    414,559
    
    
    
    143,350
    
    
    Nil
    
    Nil
    
    
    89,055
    
    
    Nil
    
    
    646,963Director, President and
    
    
    2008
    
    
    
    200,000
    
    
    
    1,359,428
    
    
    Nil
    
    Nil
    
    Nil
    
    Nil
    
    
    1,559,428Chief Executive OfficerIemrahn Hassen(2)
    
    
    2009
    
    
    
    291,155
    
    
    
    287,987
    
    
    
    59,125
    
    
    Nil
    
    
    37,200
    
    
    Nil
    
    
    675,468Director
    
    
    2008
    
    
    
    236,500
    
    
    Nil
    
    Nil
    
    Nil
    
    Nil
    
    
    3,094
    
    
    
    239,594Chief Financial Officer
    
    
    2007
    
    
    
    128,333
    
    
    
    229,203
    
    
    Nil
    
    Nil
    
    Nil
    
    Nil
    
    
    357,536Tumelo Motsisi
    
    
    2009
    
    
    
    366,733
    
    
    
    234,339
    
    
    
    323,007
    
    
    Nil
    
    
    80,042
    
    
    Nil
    
    
    1,004,122Director
    
    
    2008
    
    
    
    350,700
    
    
    
    941,191
    
    
    
    167,000
    
    
    Nil
    
    Nil
    
    
    3,094
    
    
    
    1,461,985Executive Deputy Chairman
    
    
    2007
    
    
    
    334,000
    
    
    
    1,831,018
    
    
    Nil
    
    Nil
    
    Nil
    
    Nil
    
    
    2,615,018Harold Motaung
    
    
    2009
    
    
    
    302,056
    
    
    
    90,996
    
    
    
    144,375
    
    
    Nil
    
    
    88,167
    
    
    Nil
    
    
    625,594Director
    
    
    2008
    
    
    
    288,750
    
    
    
    941,191
    (6)
    
    
    137,500
    
    
    Nil
    
    Nil
    
    
    3,094
    
    
    
    1,370,535Sustainability and social
    
    
    2007
    
    
    
    275,000
    
    
    
    1,004,713
    
    
    Nil
    
    Nil
    
    Nil
    
    Nil
    
    
    1,279,713affairsJoel Kesler
    
    
    2009
    
    
    
    267,705
    
    
    
    91,590
    
    
    
    267,910
    
    
    Nil
    
    
    73,877
    
    
    Nil
    
    
    701,083Corporate Finance and
    
    
    2008
    
    
    
    255,150
    
    
    
    941,191
    
    
    
    121,500
    
    
    Nil
    
    Nil
    
    
    3,094
    
    
    
    1,320,935Business Development
    
    
    2007
    
    
    
    243,000
    
    
    
    892,034
    
    
    Nil
    
    Nil
    
    Nil
    
    Nil
    
    
    1,135,034Bava Reddy
    
    
    2009
    
    
    
    207,841
    
    
    
    369,724
    
    
    Nil
    
    Nil
    
    
    44,097
    
    
    Nil
    
    
    621,662Executive: Mineral Strategy
    
    
    2008
    
    
    
    44,586
    
    
    Nil
    
    Nil
    
    Nil
    
    
    3,546
    
    
    Nil
    
    
    48,132and ExplorationDolf Prinsloo
    
    
    2009
    
    
    
    73,730
    
    
    
    15,843
    
    
    Nil
    
    Nil
    
    
    16,349
    
    
    Nil
    
    
    105,921Executive: Business
IntegrationDeWet Schutte(8)
    
    
    2009
    
    
    
    23,110
    
    
    Nil
    
    Nil
    
    Nil
    
    
    248
    
    
    Nil
    
    
    23,359Chief Financial Officer
  (1)
    
    Mr. Kotze was appointed as Chief Executive Office on July 1, 2008.(2)
    
    Mr. Iemrahn Hassen resigned his duties as CFO in November 2009.(3)
    
    Compensation of certain of the Companys South African executives is payable in Canadian dollars but is paid
to each executive in ZAR at an exchange rate of 1 CAD = ZAR 7.18, being the average monthly rate in effect
for the year ended December 31, 2009.  80




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##### Table of Contents



(4)
    
    The options granted in the 2007, 2008 and 2009 financial years were granted pursuant to the Stock Option
Plan. (See Stock Option Plan). For compensation purposes, the Black-Scholes option valuation model has
been used to determine the fair value on the date of grant. The Black-Scholes option valuation is determined
using the expected life of the stock option, expected volatility of the Companys common share price,
expected dividend yield, and risk-free interest rate.(5)
    
    The annual incentive figures for the year ended December 31, 2008 are related to a bonus arrangement approved
by the Board in 2007 whereby a cash bonus equal to 100% of annual base salary, payable 50% on signing of the
Bokoni Acquisition Agreements and 50% on the Closing Date of the Bokoni acquisition, the first tranche of the
bonus was paid during the year to Tumelo Motsisi, Harold Motaung and Joel Kesler.(6)
    
    The Company cancelled Mr. Motaungs options to purchase 525,000 Common Shares at an exercise price of $2.90
per share expiring on June 30, 2013, subsequent to the covered financial year.(7)
    
    The NEOs who are also directors do not receive any compensation in their capacity as directors of the Company.(8)
    
    Mr. De Wet Schutte was appointed Acting Chief Financial Officer in December 2009 and has been appointed as
Chief Financial Officer with effect from May 1, 2010. Incentive Plan Awards  Option-based Awards
  Option-based AwardsNumber ofsecurities
    
    
    
    
    
    
    
    
    Value ofunderlying
    
    
    Option
    
    
    
    
    unexercisedunexercised
    
    
    exercise
    
    
    
    
    in-the-moneyoptions
    
    
    price
    
    
    
    
    options(1)NAME
    
    (#)
    
    
    ($)
    
    
    Option expiration date
    
    ($)Phillip Kotze
    
    
    796,000
    
    
    
    1.29
    
    
    June 25, 2013
    
    Nil1,000,000
    
    
    
    0.84
    
    
    November 30, 2016
    
    NilIemrahn Hassen
    
    
    126,000
    
    
    
    1.29
    
    
    December 1, 2010
    
    NilTumelo Motsisi
    
    
    975,000
    
    
    
    1.29
    
    
    October 15, 2012
    
    Nil525,000
    
    
    
    1.29
    
    
    June 30, 2013
    
    Nil800,000
    
    
    
    0.84
    
    
    November 30, 2016
    
    NilHarold Motaung
    
    
    535,000
    
    
    
    1.29
    
    
    October 15, 2012
    
    Nil525,000
    
    
    
    1.29
    
    
    December 17, 2010
    
    Nil510,000
    
    
    
    0.84
    
    
    November 30, 2016
    
    NilJoel Kesler
    
    
    475,000
    
    
    
    1.29
    
    
    October 15, 2012
    
    Nil525,000
    
    
    
    1.29
    
    
    June 30, 2013
    
    Nil570,000
    
    
    
    0.84
    
    
    November 30, 2016
    
    NilBava Reddy
    
    
    570,000
    
    
    
    0.96
    
    
    June 30, 2014
    
    Nil540,000
    
    
    
    0.84
    
    
    November 30, 2016
    
    NilDolf Prinsloo
    
    
    480,000
    
    
    
    0.84
    
    
    November 30, 2016
    
    NilDe Wet Schutte
    
    
    500,000
    
    
    
    1.62
    
    
    May 1, 2016
    
    Nil
  (1)
    
    The value at December 31, 2009 is calculated by determining the
difference between the closing price of the Companys common shares at
December 31, 2009 ($0.90) underlying the option on the TSX-V and the
exercise price of the options.  81




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##### Table of Contents



Incentive Plan Awards  Value Vested or Earned During the Year
  Non-equityOption based
    
    incentive planawards - Value
    
    compensation -vested during
    
    value earnedNAME
    
    the year(1)
    
    during yearPhillip Kotze
    
    Nil
    
    NilTumelo Motsisi
    
    Nil
    
    NilHarold Motaung
    
    Nil
    
    NilJoel Kesler
    
    Nil
    
    Nil
  (1)
    
    These amounts represent the aggregate dollar value that would have
been realized if the options under the option-based award had been
exercised on the vesting date. The value of each amount has been
determined by taking the difference between the market price of the
option at date of exercise and the exercise or base price of the
option under the option-based award on the vest date. Stock Option Plan
  (a)
    
    to reprice 8.061 million currently outstanding stock options to
decrease the exercise price of such stock options to $1.29, including
stock options granted to certain insiders of the Company pursuant to
the Repricing; and(b)
    
    to amend the Companys current stock option plan to increase the
maximum number of Common Shares that may be issued pursuant to the
stock option plan from 18,300,000 to 32,600,000 Common Shares less the
8,464,000 shares previously issued on exercise of options under the
Plan, resulting in an increase in the number of Common Shares
available for issuance pursuant to stock option grants made following
the annual and extraordinary general meeting of the Company held on
June 15, 2009 to 16,300,000 Common Shares.
 Repricing
  Issue of new options
   82




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##### Table of Contents



Number of
    
    
    
    
    
    
    Weightedoptions
    
    
    Number of
    
    
    average lifeExpiry date
    
    Option price
    
    
    outstanding
    
    
    options vested
    
    
    (years)17 December 2010
    
    $
    1.29
    #
    
    
    1,285,000
    
    
    
    1,285,000
    
    
    
    1.91 July 2010
    
    $
    1.29
    #
    
    
    119,000
    
    
    
    119,000
    
    
    
    1.515 October 2012
    
    $
    1.29
    #
    
    
    4,306,000
    
    
    
    4,306,000
    
    
    
    3.825 June 2013
    
    $
    1.29
    #
    
    
    916,000
    
    
    
    916,000
    
    
    
    4.530 June 2013
    
    $
    1.29
    #
    
    
    1,410,000
    
    
    
    1,410,000
    
    
    
    4.525 June 2014
    
    $
    0.96
    
    
    
    1,126,000
    
    
    
    1,126,000
    
    
    
    4.530 June 2013
    
    $
    0.84
    
    
    
    5,030,000
    
    
    
    
    
    
    
    6.9Total
    
    
    
    
    
    
    14,192,000
    
    
    
    9,162,000Weighted average
exercise price
    
    
    
    
    
    $
    1.10
    
    
    $
    1.25
   Eligible Optionees
   Material Terms of the 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)
    
    options have a maximum term of ten years; although to date options have generally
expired five years after the date of grant. Options terminate 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, options terminate 30 to
90 days, at managements discretion, following retirement. In the case of death,
options terminate 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 TSX-V on the
last trading day before the date that the option is granted less allowable discounts as
permitted by TSX-V (depending on the price at the time of grant).
  83




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##### Table of Contents



Number of securitiesremaining available forfuture issuance underNumber of securities to be
    
    
    Weighted average exercise
    
    
    equity compensationissued upon exercise of
    
    
    price of outstanding
    
    
    plans (excludingoutstanding options,
    
    
    options, warrants and
    
    
    securities reflected inwarrants and rights
    
    
    rights
    
    
    column (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans
approved by security holders
 (the Share Plan)
    
    
    14,192,000
    
    
    
    1.10
    
    
    
    18,408,000Equity compensation plans
not approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    8,061,000
    
    
    
    1.10
    
    
    
    18,408,000
 PENSION AND PROVIDENT PLAN BENEFITS
   
    
    The Company contributes 14% of the basic salaries of certain employees to the Amplats
Group Provident Fund.
    
    The Company contributes 14% of the basic salaries of certain employees to the Amplats
Mines Retirement Fund.
  EMPLOYMENT CONTRACTS, TERMINATION AND CHANGE IN CONTROL BENEFITS
   DIRECTOR COMPENSATION
   Option-
    
    
    
    
    
    
    Non-equitybased
    
    
    
    
    
    
    incentiveFees earned
    
    
    awards
    
    
    Bonus
    
    
    plan
    
    
    TotalName of Director(9)
    
    ($)(2)
    
    
    ($)(5)(6)
    
    
    Shares
    
    
    compensation
    
    
    ($)Anu Dhir(3)
    
    
    35,083
    
    
    
    21,586
    
    
    
    
    
    
    Nil
    
    
    56,669Fikile De Buck(4)
    
    
    36,500
    
    
    
    4,951
    
    
    
    
    
    
    Nil
    
    
    41,451Wayne Kirk(8)
    
    
    38,000
    
    
    
    54,855
    
    
    
    
    
    
    Nil
    
    
    92,855Popo Molefe(1)
    
    
    14,500
    
    
    
    88,719
    
    
    
    
    
    
    Nil
    
    
    103,219Sipho Nkosi
    
    
    33,000
    
    
    
    52,083
    
    
    
    
    
    
    Nil
    
    
    85,083Rizelle Sampson
    
    
    35,000
    
    
    
    52,083
    
    
    
    
    
    
    Nil
    
    
    87,083Ronald W.
Thiessen(1)
    
    Nil
    
    
    
    21,586
    
    
    
    33,746
    
    
    Nil
    
    
    55,332
  (1)
    
    Director of HDSI.(2)
    
    Includes all fees awarded, earned, paid or payable in cash for
services as a director, including annual retainer fees, committee,
chair and meeting fees.  84




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##### Table of Contents



(3)
    
    Anu Dhir joined the Company as a director in July 2008.(4)
    
    Fikile De Buck joined the Company as a director in September 2008.(5)
    
    The options granted in the 2008 and 2009 financial years were granted
pursuant to the Stock Option Plan. (See Stock Option Plan). For
compensation purposes, the Black-Scholes option valuation model has
been used to determine the fair value on the date of grant. The
Black-Scholes option valuation is determined using the expected life
of the stock option, expected volatility of the Companys common share
price, expected dividend yield, and risk-free interest rate. The
Black-Scholes grant date fair value for awards granted on June 25,
2008 and June 30, 2008 was 62% of the option exercise price.(6)
    
    On June 25, 2008, Ms. Dhir was granted options to purchase 120,000
common shares at an exercise price of $2.76 per share expiring on June
25, 2013. On June 30, 2008, Messrs. Thiessen, Dickinson and Cousens
were each granted options to purchase 120,000 common shares at an
exercise price of $2.90 per share expiring on June 30, 2013.(7)
    
    Audit Committee Chairman.(8)
    
    Nominating and Governance Committee Chairman.(9)
    
    Directors who are also NEOs and receive compensation for services as
directors are included in the NEO summary compensation table.  Option-based AwardsNumber of
    
    
    
    
    
    
    
    
    Value ofsecurities
    
    
    
    
    
    
    
    
    unexercisedunderlying
    
    
    Option
    
    
    
    
    in-the-moneyunexercised
    
    
    exercise
    
    
    
    
    options(1)NAME
    
    options (#)
    
    
    price ($)
    
    
    Option expiration date
    
    ($)Ronald Thiessen
    
    
    120,000
    
    
    
    1.29
    
    
    June 30, 2013
    
    Nil150,000
    
    
    
    0.84
    
    
    November 30, 2016
    
    NilWayne Kirk
    
    
    360,000
    
    
    
    1.29
    
    
    October 15, 2012
    
    Nil150,000
    
    
    
    0.84
    
    
    November 30, 2016
    
    NilSipho Nkosi
    
    
    100,000
    
    
    
    1.29
    
    
    December 17, 2010
    
    Nil240,000
    
    
    
    1.29
    
    
    October 15, 2012
    
    Nil150,000
    
    
    
    0.84
    
    
    November 30, 2016
    
    NilRizelle Sampson
    
    
    100,000
    
    
    
    1.29
    
    
    December 17, 2010
    
    Nil240,000
    
    
    
    1.29
    
    
    October 15, 2012
    
    Nil150,000
    
    
    
    0.84
    
    
    November 30, 2016
    
    NilAnu Dhir
    
    
    120,000
    
    
    
    1.29
    
    
    June 25, 2013
    
    Nil150,000
    
    
    
    0.84
    
    
    November 30, 2016
    
    NilFikile De Buck
    
    
    150,000
    
    
    
    0.84
    
    
    November 30, 2016
    
    Nil
  (1)
    
    The value at December 31, 2009 is calculated by determining the
difference between the closing price of the Companys common shares on
December 31, 2009 ($0.90) underlying the option on the TSX -V the
exercise price of the options.  85




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##### Table of Contents



Non-equity basedOption based
    
    incentiveawards - Value
    
    compensation -vested during the
    
    Value earnedNAME
    
    year (1)
    
    during yearRonald Thiessen
    
    Nil
    
    NilWayne Kirk
    
    Nil
    
    NilSipho Nkosi
    
    Nil
    
    NilRizelle Sampson
    
    Nil
    
    NilAnu Dhir
    
    Nil
    
    NilFikile De Buck
    
    Nil
    
    NilPopo Molefe
    
    Nil
    
    Nil
  (1)
    
    These amounts represent the aggregate dollar value that would have
been realized if the options under the option-based award had been
exercised on the vesting date. The value of each amount has been
determined by taking the difference between the market price of the
option at date of exercise and the exercise or base price of the
option under the option-based award on the vest date. Compensation Transactions
  (a)
    
    Completion bonuses payable by Anooraq to Tumelo Motsisi, Harold
Motaung, Joel Kesler and Iemrahn Hassen in connection with the
completion of the Bokoni Transaction in Common Shares instead of cash.
Each of the aforementioned individuals played pivotal roles in respect
of the Bokoni Transaction; and(b)
    
    In addition to the replacement stock options issued on June 30, 2008,
compensate Ronald Thiessen, Scott Cousens, Robert Dickinson, Joel
Kesler and Tumelo Motsisi for the exercise of a portion of their
vested and outstanding stock options in order to provide the Company
with working capital, notwithstanding that the exercise of such stock
options was prior to their expiry date of December 2010, and for their
undertaking not to dispose of the Common Shares acquired through the
exercise the stock options until the market for Common Shares
stabilised, which is expected to be on the closing date of the Bokoni
Transaction. Such compensation was settled by the issuance of Common
Shares.
  Amount ofCompletion Bonus
    
    
    Number of CommonPayable
    
    
    Shares IssuedName and Position
    
    $
    
    
    (Issue price $1.11)Tumelo Motsisi,
    
    
    175,350
    
    
    
    157,973Executive Deputy ChairmanHarold Motaung,
    
    
    144,375
    
    
    
    130,068Chief Operating Officer and
DirectorJoel Kesler,
    
    
    127,575
    
    
    
    114,932VP, Business DevelopmentIemrahn Hassen,
    
    
    59,125
    
    
    
    53,266Chief Financial OfficerTotal
    
    
    506,425
  86




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##### Table of Contents



Number ofCommonAmount of
    
    
    Shares IssuedNumber of Stock
    
    
    
    
    
    
    Option
    
    
    (Issue priceName
    
    Options Exercised
    
    
    Exercise Price
    
    
    Compensation
    
    
    $1.11)Tumelo Motsisi,
    
    
    525,000
    
    
    $
    1.40
    
    
    
    147,658
    
    
    
    133,025Executive Deputy
ChairmanJoel Kesler,
    
    
    525,000
    
    
    $
    1.40
    
    
    
    140,336
    
    
    
    126,429VP, Business
DevelopmentRonald Thiessen
    
    
    120,000
    
    
    $
    1.40
    
    
    
    33,746
    
    
    
    30,402DirectorScott Cousens
    
    
    120,000
    
    
    $
    1.40
    
    
    
    33,746
    
    
    
    30,402DirectorRobert Dickinson
    
    
    120,000
    
    
    $
    1.40
    
    
    
    33,746
    
    
    
    30,402Director
  C.
    
    Board Practices
        87




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##### Table of Contents



Nominating and Governance
    
    CompensationDirector
    
    Board Meetings
    
    Audit Committee
    
    Committee
    
    CommitteeAnu Dhir(3)(4)(5)
    
    4 of 4
    
    3 of 4
    
    1 of 1
    
    1 of 1Fikile De Buck(6) (1)
    
    2 of 4
    
    3 of 4
    
    1 of 1
    
    Not applicableIemrahn Hassen
    
    4 of 4
    
    4 of 4
    
    1 of 1
    
    1 of 1Philip Kotze
    
    4 of 4
    
    4 of 4
    
    1 of 1
    
    1 of 1Wayne Kirk (2)(7)
    
    4 of 4
    
    4 of 4
    
    1 of 1
    
    Not applicablePopo Molefe(5)(7)
    
    1 of 4
    
    Not applicable
    
    0 of 1
    
    Not applicableHarold Motaung
    
    3 of 4
    
    Not applicable
    
    Not applicable
    
    Not applicableTumelo Motsisi(3)(4)
    
    3 of 4
    
    Not applicable
    
    Not applicable
    
    1 of 1Sipho Nkosi(3)(4)(7)
    
    2 of 4
    
    Not applicable
    
    1 of 1
    
    0 of 1Rizelle Sampson
    
    3 of 4
    
    Not applicable
    
    Not applicable
    
    Not applicableScott Cousens
    
    2 of 4
    
    Not applicable
    
    Not applicable
    
    Not applicableDavid Elliot
    
    2 of 4
    
    2 of 4
    
    Not applicable
    
    Not applicableRobert Dickinson
    
    1 of 4
    
    Not applicable
    
    Not applicable
    
    Not applicableRonald W. Thiessen
    
    4 of 4
    
    Not applicable
    
    Not applicable
    
    Not applicable
  (1)
    
    Audit Committee Chairman.(2)
    
    Nominating and Governance Committee Chairman.(3)
    
    Member of the Compensation
Committee.(4)
    
    Effective August 12, 2008 the Compensation Committee was reconstituted Anu Dhir (Chairperson),
Sipho Nkosi and Tumelo Motsisi. During the period Ron Thiessen resigned from the Committee.(5)
    
    Effective August 12, 2008, Anu Dhir was appointed to the Audit Committee to replace Popo Molefe.(6)
    
    Effective September 12,
2008, Fikile De Buck was appointed to the Audit Committee.(7)
    
    Effective August 12, 2008 the Nominating and Governance Committee was reconstituted to consist
of Wayne Kirk, Sipho Nkosi and Popo Molefe. During the period David Elliott resigned from the
Committee.        88




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##### Table of Contents



Audit Committee
    
    
    the quality and integrity of the companys financial statements (including group
financial statements) and public disclosures in respect thereof;
 
    
    the qualification and independence of the external auditors for Anooraq;
 
    
    the scope and effectiveness of the external audit function for Anooraq;
 
    
    the effectiveness of the Companys internal controls; and
 
    
    compliance with legal and regulatory requirements to the extent that it might have an
impact on financial statements.
     Nominating and Governance Committee
     89




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##### Table of Contents



Compensation Committee
     
    
    providing guidance on the evaluation of the performance of executive directors;
 
    
    determining and recommending to the Board, the remuneration of executive
directors, the chairman and non-executive directors, whose remuneration is subject
to shareholder approval;
 
    
    reviewing and approving total guaranteed package values including the annual
short term and long term incentives granted to executive management;
 
    
    reviewing and approving proposals for annual salary adjustments and proposed
changes to benefit fund rules across the Company;
 
    
    approving the principles, formulae applied and Company performance targets as
well as the achievement thereof on which short-term and long-term incentives are
based;
 
    
    reviewing and approving the terms and conditions of the executive directors
service agreements; and
 
    
    annually assessing the performance of the committee and the committee members.
 Sustainable Development and Health and Safety Committee
     Investment Committee
     90




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##### Table of Contents



D.

    Employees
     E.
    Share Ownership
    91




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##### Table of Contents



ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 A.
    
    Major Shareholders
  Securities Act
  Percentage ofIssuedNumber of
    
    
    CommonShareholder Name and Address
    
    Shares Held
    
    
    SharesThe Pelawan Trust, as Trustee (1)
    
    
    115,436,438
    
    
    
    57.2
    %Pelawan Investments (Proprietary) Limited, as Beneficiary 
4th Floor, 82 Grayston Drive 

Sandton, 2196, South AfricaMr. Tumelo M. Motsisi (2)
    
    
    29,002,709
    
    
    
    14.4
    %4th Floor, 82 Grayston Drive
    
    (28,186,711 asSandton, South Africa
    
    part of the115,436,438shown above, seenote 2 below)Mr. C. Harold Motaung
    
    
    19,754,262
    
    
    
    9.8
    %4th Floor, 82 Grayston Drive
    
    (19,624,194 asSandton, South Africa
    
    part of the 115,436,438shown above, seenote 2 below)
 (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 Item 4.A.2. Summary Corporate History and Intercorporate
Relationships above.(2)
    
    Indirect holdings being 240 of the 1,000 ordinary shares in the issued
and outstanding share capital of Pelawan, multiplied by the number of
Common Shares of Anooraq (115,436,438) held by the Pelawan Trust.     92




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##### Table of Contents



Number of registered
    
    
    Number of
    
    
    Percentage ofLocation
    
    shareholders of record
    
    
    shares
    
    
    total sharesCanada
    
    
    39
    
    
    
    54,999,018
    
    
    
    27.26
    %United States
    
    
    36
    
    
    
    4,122,705
    
    
    
    2.04
    %Other
    
    
    12
    
    
    
    142,641,750
    
    
    
    70.70
    %87
    
    
    
    186,640,007
    
    
    
    100.00
    %
   B.
    
    Related Party Transactions
 (i)
    
    HDSI is a private company owned equally by several public companies, one of which
is the Company. HDSI has a director in common with the Company and provides geological,
corporate development, administrative and management services to, and incurs third party
costs on behalf of, the Company and its subsidiaries on a full cost recovery basis
pursuant to an agreement dated December 31, 1996. During the year ended December 31,
2009, the Company paid $0.7 million (2008: $1.3 million) for services provided to the
Company. The Company sold its shareholding in HDSI subsequent to December 31, 2009 and
HDSI is no longer considered a related party.
 (ii)
    
    CEC Engineering Ltd (CEC) is a private company owned by a former director. CEC
provides engineering and project management services, at market rates, to the Company.
There were no payments made to CEC during the year ended December 31, 2009 (2008:
$4,927).
 (iii)
    
    Rustenburg Platinum Mines (RPM): The Company concluded a number of agreements
with respect to services at the Bokoni Mine with RPM, a wholly owned subsidiary of Anglo
Platinum and 49% shareholder in Bokoni Holdco, on March 28, 2008. These agreements were
amended on May 13, 2009 and include a limited off-take agreement whereby the Bokoni Mine
sells the concentrate produced at the mine to RPM at market related prices.
   Concentrate sales
    
    $62.6 million
    
    (2008  nil)Cost of sales
    
    $6.1 million
    
    (2008  nil)Finance expense (before interest capitalized)
    
    $28.0 million
    
    (2008  nil)The following balances were outstanding
to/(from) RPM at December 31, 2009:Loans and Borrowings
    
    $484.0 million
    
    (2008  $14.7 million)Trade and other payables
    
    $3.5 million
    
    (2008  nil)Trade and other receivables
    
    $(21.5 million)
    
    (2008  nil)
  93




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##### Table of Contents



(iv)
    
    Pelawan is the Companys controlling shareholder. The Company was obligated to
pay all of the Bokoni Transaction expenses incurred by Pelawan Investments out of the
funding for the transaction that was provided from Anglo Platinum. A Special Committee
appointed by the Anooraq Board of Directors and the Anooraq Audit Committee approved the
payment of the Pelawan transaction expenses from the proceeds.
  Management Contracts
       C.
    
    Interests of Experts and Counsel
   94




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##### Table of Contents



ITEM 8 FINANCIAL INFORMATION
 8.A. Consolidated Statements and Other Financial Information
  Legal Proceedings
   Dividend Policy
  8.B. Significant Changes
   95




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##### Table of Contents



ITEM 9 THE OFFER AND LISTING
 A. Offer and Listing Details
 High and Low Market Prices
 TSX Exchange:ARQ-V
    
    
    NYSE Amex: ANO
    
    
    JSE: ARQ-JHigh
    
    
    Low
    
    
    High
    
    
    Low
    
    
    High
    
    
    LowCAD
    
    
    CAD
    
    
    USD
    
    
    USD
    
    
    ZAR
    
    
    ZARAnnual2009
    
    
    1.48
    
    
    
    0.33
    
    
    
    1.35
    
    
    
    0.26
    
    
    
    10.00
    
    
    
    2.702008
    
    
    4.69
    
    
    
    0.40
    
    
    
    4.82
    
    
    
    0.32
    
    
    
    34.00
    
    
    
    2.952007
    
    
    5.38
    
    
    
    2.04
    
    
    
    5.63
    
    
    
    2.04
    
    
    
    35.90
    
    
    
    15.702006
    
    
    1.46
    
    
    
    0.58
    
    
    
    1.29
    
    
    
    0.552005
    
    
    1.57
    
    
    
    0.74
    
    
    
    1.35
    
    
    
    0.64By QuarterCalendar 2008First Quarter
    
    
    4.69
    
    
    
    2.80
    
    
    
    4.82
    
    
    
    2.77
    
    
    
    34.00
    
    
    
    26.00Second Quarter
    
    
    3.96
    
    
    
    2.63
    
    
    
    3.94
    
    
    
    2.56
    
    
    
    31.30
    
    
    
    21.00Third Quarter
    
    
    2.95
    
    
    
    0.86
    
    
    
    2.91
    
    
    
    1.01
    
    
    
    23.00
    
    
    
    9.00Fourth Quarter
    
    
    1.11
    
    
    
    0.22
    
    
    
    1.10
    
    
    
    0.14
    
    
    
    9.18
    
    
    
    2.95Calendar 2009First Quarter
    
    
    0.88
    
    
    
    0.33
    
    
    
    0.73
    
    
    
    0.26
    
    
    
    6.15
    
    
    
    2.70Second Quarter
    
    
    1.48
    
    
    
    0.81
    
    
    
    1.35
    
    
    
    0.60
    
    
    
    10.00
    
    
    
    5.00Third Quarter
    
    
    1.10
    
    
    
    0.80
    
    
    
    1.06
    
    
    
    0.72
    
    
    
    7.95
    
    
    
    5.70Fourth Quarter
    
    
    0.99
    
    
    
    0.78
    
    
    
    0.95
    
    
    
    0.72
    
    
    
    7.50
    
    
    
    6.00Calendar 2010First Quarter
    
    
    1.65
    
    
    
    0.88
    
    
    
    1.56
    
    
    
    0.83
    
    
    
    12.00
    
    
    
    6.25Second Quarter
    
    
    1.80
    
    
    
    1.07
    
    
    
    1.78
    
    
    
    1.00
    
    
    
    13.20
    
    
    
    8.00MonthlyDecember 2009
    
    
    0.99
    
    
    
    0.82
    
    
    
    0.95
    
    
    
    0.77
    
    
    
    6.90
    
    
    
    6.00January 2010
    
    
    1.65
    
    
    
    0.88
    
    
    
    1.45
    
    
    
    0.83
    
    
    
    12.00
    
    
    
    6.25February 2010
    
    
    1.37
    
    
    
    1.14
    
    
    
    1.30
    
    
    
    1.12
    
    
    
    10.05
    
    
    
    8.38March 2010
    
    
    1.60
    
    
    
    1.24
    
    
    
    1.56
    
    
    
    1.20
    
    
    
    11.35
    
    
    
    9.00April 2010
    
    
    1.75
    
    
    
    1.51
    
    
    
    1.78
    
    
    
    1.48
    
    
    
    11.36
    
    
    
    9.00May 2010
    
    
    1.80
    
    
    
    1.07
    
    
    
    1.78
    
    
    
    1.00
    
    
    
    13.20
    
    
    
    8.00June 2010
    
    
    1.40
    
    
    
    1.08
    
    
    
    1.33
    
    
    
    1.01
    
    
    
    10.49
    
    
    
    8.20
 B. Plan of Distribution
  C. Markets
  D. Selling Shareholders
  E. Dilution
  F. Expenses of the Issue
   96




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##### Table of Contents



ITEM 10 ADDITIONAL INFORMATION
 A. Share Capital
  B. Memorandum and Articles of Association
  Business Corporations Act
 Objects and Purposes
  Directors  Powers and Limitations
     Rights of Common Shareholders
     97




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##### Table of Contents



Changes to Rights of Common Shareholders
  Shareholders Meetings
 Securities Act Securities Act
 No Limitation on Foreign Ownership
  Change in Control
  Share Ownership Reporting
 Securities Act
 C. Material Contracts
  (a)
    
    Amending Agreement between Pelawan, Anooraq and the Pelawan Trust, dated as of December 20, 2007, as
described under Item 4 paragraph A.2;(b)
    
    Sale of Concentrate Agreement between
RPM and Bokoni, dated December 21, 2007;(c)
    
    Phase 3 Implementation Agreement between RPM, Plateau and Holdco dated March 28, 2008, as amended on May
13, 2009 (the Phase 3 Implementation Agreement);(d)
    
    Holdco Sale of Shares Agreement amongst Plateau, RPM and Anglo Platinum, dated March 28, 2008, as amended
on May 13, 2009;(e)
    
    Sale of Rights Agreement amongst RPM, Plateau and Boikgantsho Platinum Mine (Proprietary) Limited, dated
March 28, 2008, as amended on May 13, 2009;(f)
    
    Sale of Rights Agreement amongst RPM, Plateau and Kwanda Platinum Mine (Proprietary) Limited (formerly
Richtrau No. 207 (Proprietary) Limited), dated March 28,
2008, as amended on May 13, 2009;(g)
    
    Holdco Shareholders Agreement among Plateau Resources and Rustenburg Platinum Mines and Richtrau 179
(Pty) Ltd dated March 28, 2008;(h)
    
    Umbrella Services Agreement amongst
Anglo Platinum, Anooraq and Holdco, dated March 28, 2008;
  98




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##### Table of Contents



(i)
    
    Term Loan Agreement between Rustenburg Mines Limited and Plateau Resources (Pty) Limited signed on
November 23, 2008;(j)
    
    Anooraq Shareholders Agreement among Anooraq Resources Corporation and Pelawan Investments and the
Pelawan Trust dated June 12, 2009;(k)
    
    Exchange Agreement among Anooraq, Plateau and Central Plaza Investments 78 (Pty) (to be renamed Pelawan
Finance SPV (Pty) Limited) dated June 12, 2009;(l)
    
    Global Intercreditor Agreement between Anooraq, Plateau, Micawber 634 (Pty) Limited and Micawber 603
(Pty) Limited, Rustenburg Platinum Mines Limited, Standard Chartered Bank and Tumelo Motsisi and Harold
Motaung on behalf of the Pelawan Dividend Trust dated June 12,
2009;(m)
    
    Senior Term Loan Facilities Agreement dated June 12, 2009 between Plateau, Standard Chartered Bank and
Micawber 634 (Pty) Limited;(n)
    
    Standby Loan Facility Agreement between
Plateau and Rustenburg Platinum Mines Limited dated June 12,
2009;(o)
    
    RPM Funding Loan Agreement between
Rustenburg Platinum Mines Limited and Holdco dated June 12,
2009;(p)
    
    RPM Plateau A Preference Share Subscription Agreement between Plateau, N2C Resources Inc. and Rustenburg
Platinum Mines dated June 12, 2009;(q)
    
    Plateau Funding Loan Agreement between
Plateau and Holdco dated June 12, 2009;(r)
    
    Operating Cash Flow Shortfall Loan Facility Agreement between Plateau and Rustenburg Platinum Mines
Limited dated June 12, 2009;(s)
    
    Opco Funding Loan Agreement between
Holdco and Richtrau No. 177 (Pty) Limited dated June 12,
2009;(t)
    
    Conversion Implementation Agreement between the Pelawan Trust, Central Plaza Investments 78 (Pty) (to be
remained Pelawan Finance SPV (Pty) Limited), Pelawan Investments (Pty) Ltd, Anooraq, Plateau and
Rustenburg Platinum Mines Limited dated June 26, 2009; and(u)
    
    RPM Funding Common Terms Agreement between, inter alia, Rustenburg Platinum Mines Limited, Plateau,
Central Plaza Investments 78 (Pty) Limited and Anooraq dated
June 12, 2009.
 D. Exchange Controls
  Investment Canada Act Investment Act Investment Act Investment Act
 Investment Act Investment Act Investment Act Investment Act Investment Act Investment Act Investment Act Investment Act
  99




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##### Table of Contents



Investment Act
 (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.
 E. Taxation
 Material Canadian Federal Income Tax Consequences for United States Residents
 Income Tax
Act
  Dividends
  Disposition
   100




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United States Tax Consequences
 United States Federal Income Tax Consequences
   U.S. Holders
  Distribution on Common Shares of Anooraq
   101




---



##### Table of Contents



Foreign Tax Credit
  Disposition of Common Shares of Anooraq
  Other Considerations
  Passive Foreign Investment Company
   102




---



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103




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##### Table of Contents



104




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##### Table of Contents



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.
  Controlled Foreign Corporation
  F. Dividends and Paying Agents
  G. Statement by Experts
  H. Documents on Display
 Securities Act
 I. Subsidiary Information
   105




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ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
    
    foreign exchange rates applicable on conversion of foreign currency transactions as well
as on conversion of assets and liabilities to ZAR;
    
    commodity prices, mainly 4E Group metals;
and
    
    interest rates on debt and cash
deposits.
   106




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ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
   107




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PART II
 
 ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 A. Indebtedness
  B. Dividends
   108




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ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
 A.
    
    There have been no material modifications to the instruments defining the rights of holders
of any class of registered securities since the date of filing of the Companys last annual
report on Form 20-F.B.
    
    Not applicable.C.
    
    Not applicable.D.
    
    Not applicable.E.
    
    Not applicable.
  109




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ITEM 15 CONTROLS AND PROCEDURES
 (a)
    
    Disclosure controls and proceduresThe Companys Chief Executive and Chief Financial Officer, based on their evaluation of the
effectiveness of the Companys disclosure controls and procedures (required by paragraph (b)
of 17 CFR 240.13a-15) as of the end of the period covered by this annual report on Form 20-F,
have concluded that, as of such date, the Companys disclosure controls and procedures were
effective.(b)
    
    Managements annual report on internal control over financial reportingManagement of Anooraq is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange
Act of 1934, as amended. Under Section 404 of the Sarbanes-Oxley Act of 2002, management is
required to assess the effectiveness of Anooraqs internal control over financial reporting
as of the end of each fiscal year and report, based on that assessment, whether the Companys
internal control over financial reporting is effective.Anooraqs internal control over financial reporting is a process designed under the
supervision of the Chief Executive Officer and Chief Financial Officer to provide reasonable
assurance as to the reliability of Anooraqs financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
principles.Internal control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and dispositions of our assets; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting practice, and that receipts and expenditures
are being made only in accordance with authorisations of our management and directors; and
(iii) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use or disposition of assets that
could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement preparation and
presentation.As the Company acquired the Bokoni Mine on July 1, 2009, the Company excluded from its
assessment of the effectiveness of the Companys internal controls over financial
reporting as of December 31, 2009, the internal controls over financial reporting at the
Bokoni Mine associated with total assets of $1,013 million and total revenues of $62.6
million included in the financial statements of the Company as of and for the period ended
December 31, 2009.Management assessed the effectiveness of Anooraqs internal control over financial reporting
as of December 31, 2009 and no material weaknesses were identified. In making this
assessment, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in
Internal ControlIntegrated Framework.
Based on this assessment, management has determined that, as of December 31, 2009, Anooraqs
internal control over financial reporting was effective.(c)
    
    The effectiveness of internal control over financial reporting as of December 31, 2009
was audited by KPMG Inc., independent registered public accounting firm, as stated in their
report on page F-2 of this Form 20-F.(d)
    
    Changes in internal control over financial reportingAs of January 1, 2009, the Company early adopted IFRS as its standard for financial
reporting. In connection with the adoption of IFRS, the Company updated its internal controls
over financial reporting, as necessary, to facilitate the IFRS convergence and transition as
well as the ongoing compliance with the IFRS reporting requirements. The impact of the
adoption of IFRS on its accounting systems was minimal since the Company was still in the
exploration stage at the time of the adoption. In addition, the acquisition of the effective
51% controlling interest in Bokoni required the Company to update its internal controls over
financial reporting to include controls over accounting for business combinations and
consolidation and review of accounting data from the Bokoni Mine.Other than the adoption of IFRS and the impact of the acquisition of the Bokoni Mine, no
other significant changes in internal controls over financial reporting occurred during the
period covered by this Annual Report that have materially affected, or are reasonably likely
to materially affect the Companys internal control over financial reporting.
  110




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ITEM 16
 
 ITEM 16.A. Audit Committee Financial Expert
 Composition of the Audit Committee
  Relevant Education and Experience
  
    
    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 and Ms. De Buck is a Fellow of the Association of
Chartered Certified Accountants FCCA (UK). Ms. Dhir has extensive experience in
international business, operations and legal affairs in private equity and publicly-held
companies in the mining, oil and gas, and technology sectors.
 
 ITEM 16.B. Code of Ethics
  
    
    honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;
    
    full, fair, accurate, timely and understandable disclosure in reports and documents that
the Company files with, or submits to, the SECand in other public communications made by
the Company;
    
    compliance with applicable governmental laws, rules and regulations;
    
    the prompt internal reporting of violations of the Code of Ethics to an appropriate
person or persons identified in the Code of Ethics; and
    
    accountability for adherence to the Code of Ethics.
   
 ITEM 16.C. Principal Accountant Fees and Services
   111




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Pre-Approval Policies and Procedures
  External Auditor Service Fees
  Year ended December 31
    
    
    Year ended December 31Services:
    
    2009
    
    
    2008Audit Fees (1)
    
    $
    285,514
    
    
    $
    311,500Audit-Related Fees (2)
    
    
    48,862
    
    
    
    42,500Tax fees
    
    
    0
    
    
    
    0$
    334,376
    
    
    $
    354,000
  (1)
    
    Audit fees consist of fees billed for the annual audit services engagement and other audit
services, which are those services that only the Companys external auditor reasonably can
provide, and include audits, interim reviews, comfort letters and consents, other attest
services related to the audit or regulatory filings, and services associated with the filing
of documents with regulatory authorities.(2)
    
    Audit-related fees consist of fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of the Companys financial
statements or that are traditionally performed by the external auditor, and include
consultations related to financial accounting and reporting matters and standards, and other
periodic reports.
 
 ITEM 16.D. Exemptions from Listing Standards for Audit Committees
  
 ITEM 16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  
 ITEM 16.F. Change in Registrants Certifying Accountant
  
 ITEM 16.G. Corporate Governance
   112




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ITEM 17 FINANCIAL STATEMENTS
   113




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##### Table of Contents



ITEM 18 FINANCIAL STATEMENTS
  1. Report of the Independent Registered Public Accounting Firm (KPMG Inc.) on the consolidated
statements of financial position as at December 31, 2009 and 2008 and the consolidated
statements of comprehensive loss, shareholders equity, cash flows for the years ended
December 31, 2009 and 2008 and the effectiveness of internal controls over financial
reporting
    
    
    F-12. Consolidated statements of financial position as at December 31, 2009 and 2008
    
    
    F-23. Consolidated statements of comprehensive loss for the years ended December 31, 2009 and 2008
    
    
    F-34. Consolidated statements of changes in equity for the years ended December 31, 2009 and 2008
    
    
    F-45. Consolidated statements of cash flows for the years ended December 31, 2009 and 2008
    
    
    F-56. Notes to the consolidated financial statements for the years ended December 31, 2009 and 2008
    
    
    F-6
  114




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Report of Independent Registered Public Accounting Firm
         
  F-1




---



##### Table of Contents



Note
    
    
    2009
    
    
    2008AssetsNon-current assetsProperty, plant and equipment
    
    
    7
    
    
    
    693,393,736
    
    
    
    469,635Capital work-in-progress
    
    
    8
    
    
    
    235,838,915
    
    
    
    Mineral property interests
    
    
    9
    
    
    
    13,223,703
    
    
    
    4,200,000Goodwill
    
    
    10
    
    
    
    12,382,569
    
    
    
    Investment in joint venture
    
    
    11
    
    
    
    
    
    
    
    2,518,971Platinum producers environmental trust
    
    
    12
    
    
    
    2,578,131
    
    
    
    Deferred acquisition costs
    
    
    13
    
    
    
    
    
    
    
    1,587,959Other non-current assets
    
    
    
    
    
    
    729
    
    
    
    Total non-current assets
    
    
    
    
    
    
    957,417,783
    
    
    
    8,776,565Current assetsInventories
    
    
    14
    
    
    
    1,091,860
    
    
    
    Trade and other receivables
    
    
    15
    
    
    
    23,466,503
    
    
    
    271,554Cash and cash equivalents
    
    
    16
    
    
    
    30,947,511
    
    
    
    3,850,674Restricted cash
    
    
    17
    
    
    
    1,291,348
    
    
    
    Total current assets
    
    
    
    
    
    
    56,797,222
    
    
    
    4,122,228Total assets
    
    
    
    
    
    
    1,014,215,005
    
    
    
    12,898,793Equity and LiabilitiesEquityShare capital
    
    
    18
    
    
    
    71,713,114
    
    
    
    54,948,341Treasury shares
    
    
    18
    
    
    
    (4,991,726
    )
    
    
    Convertible preference shares
    
    
    18
    
    
    
    162,910,000
    
    
    
    Foreign currency translation reserve
    
    
    
    
    
    
    (9,390,899
    )
    
    
    129,684Hedging reserve
    
    
    
    
    
    
    (731,293
    )
    
    
    Share-based payment reserve
    
    
    
    
    
    
    19,770,786
    
    
    
    17,584,974Accumulated loss
    
    
    
    
    
    
    (111,798,092
    )
    
    
    (76,266,461
    )Total equity attributable to equity holders of the Group
    
    
    
    
    
    
    127,481,890
    
    
    
    (3,603,462
    )Non-controlling interest
    
    
    
    
    
    
    82,025,730
    
    
    
    Total equity
    
    
    
    
    
    
    209,507,620
    
    
    
    (3,603,462
    )LiabilitiesNon-current liabilitiesLoans and borrowings
    
    
    19
    
    
    
    555,509,417
    
    
    
    12,967,753Deferred taxation
    
    
    20
    
    
    
    213,484,109
    
    
    
    Provisions
    
    
    21
    
    
    
    7,021,038
    
    
    
    Derivative liability
    
    
    22
    
    
    
    1,590,945
    
    
    
    Total non-current liabilities
    
    
    
    
    
    
    777,605,509
    
    
    
    12,967,753Current liabilitiesLoans and borrowings
    
    
    19
    
    
    
    
    
    
    
    1,735,663Trade and other payables
    
    
    23
    
    
    
    26,948,647
    
    
    
    1,798,839Current tax payable
    
    
    
    
    
    
    153,229
    
    
    
    Total current liabilities
    
    
    
    
    
    
    27,101,876
    
    
    
    3,534,502Total liabilities
    
    
    
    
    
    
    804,707,385
    
    
    
    16,502,255Total equity and liabilities
    
    
    
    
    
    
    1,014,215,005
    
    
    
    12,898,793
 The accompanying notes are an integral part of these consolidated financial statements.
  /s/ Philip Kotze
    
    /s/ Fikile De BuckPhilip Kotze (Director)
    
    Fikile De Buck (Director)
  F-2




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##### Table of Contents



Note
    
    
    2009
    
    
    2008Revenue
    
    
    24
    
    
    
    62,627,868
    
    
    
    Cost of sales
    
    
    25
    
    
    
    (80,966,467
    )
    
    
    Gross loss
    
    
    
    
    
    
    (18,338,599
    )
    
    
    Depreciation
    
    
    
    
    
    
    (124,079
    )
    
    
    (61,140
    )Administrative expenses
    
    
    
    
    
    
    (11,657,610
    )
    
    
    (12,010,258
    )Transaction costs
    
    
    
    
    
    
    (10,401,725
    )
    
    
    Other income
    
    
    
    
    
    
    1,138,850
    
    
    
    5,779Operating loss
    
    
    
    
    
    
    (39,383,163
    )
    
    
    (12,065,619
    )Finance income
    
    
    26
    
    
    
    529,285
    
    
    
    179,119Finance expense
    
    
    27
    
    
    
    (20,340,287
    )
    
    
    (1,848,574
    )Net finance expense
    
    
    
    
    
    
    (19,811,002
    )
    
    
    (1,669,455
    )Share of loss of equity accounted investees (net of income tax)
    
    
    
    
    
    
    (219,849
    )
    
    
    (235,022
    )Loss before income tax
    
    
    28
    
    
    
    (59,414,014
    )
    
    
    (13,970,096
    )Income tax
    
    
    29
    
    
    
    7,633,485
    
    
    
    Loss for the year
    
    
    
    
    
    
    (51,780,529
    )
    
    
    (13,970,096
    )Other comprehensive incomeForeign currency translation differences for foreign operations
    
    
    
    
    
    
    (14,072,611
    )
    
    
    129,684Effective portion of changes in fair value of cash flow hedges
    
    
    
    
    
    
    (731,293
    )
    
    
    Other comprehensive income for the year, net of income tax
    
    
    30
    
    
    
    (14,803,904
    )
    
    
    129,684Total comprehensive loss for the year
    
    
    
    
    
    
    (66,584,433
    )
    
    
    (13,840,412
    )Loss attributable to:Owners of the Company
    
    
    
    
    
    
    (35,531,631
    )
    
    
    (13,970,096
    )Non-controlling interest
    
    
    
    
    
    
    (16,248,898
    )
    
    
    Loss for the year
    
    
    
    
    
    
    (51,780,529
    )
    
    
    (13,970,096
    )Total comprehensive loss attributable to:Owners of the Company
    
    
    
    
    
    
    (45,783,507
    )
    
    
    (13,840,412
    )Non-controlling interest
    
    
    
    
    
    
    (20,800,926
    )
    
    
    Total comprehensive loss for the year
    
    
    
    
    
    
    (66,584,433
    )
    
    
    (13,840,412
    )Earnings per shareBasic and diluted loss per share
    
    
    31
    
    
    (12 cents
    )
    
    (8 cents
    )
 The accompanying notes are an integral part of these consolidated financial statements.
  F-3




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##### Table of Contents



Attributable to equity holders of the CompanyForeign
    
    
    Share-Share capital
    
    
    Treasury shares
    
    
    Convertible
    
    
    currency
    
    
    based
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Non-Number of
    
    
    
    
    
    
    Number of
    
    
    
    
    
    
    preference
    
    
    translation
    
    
    payment
    
    
    Hedging
    
    
    Accumulated
    
    
    
    
    
    
    controllingNote
    
    
    shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    shares
    
    
    reserve
    
    
    reserve
    
    
    reserve
    
    
    loss
    
    
    Total
    
    
    interest
    
    
    Total equityBalance at 1 January 2008
    
    
    
    
    
    
    185,208,607
    
    
    
    51,855,351
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,254,905
    
    
    
    
    
    
    
    (62,296,365
    )
    
    
    2,813,891
    
    
    
    
    
    
    
    2,813,891Total comprehensive loss for the yearLoss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,970,096
    )
    
    
    (13,970,096
    )
    
    
    
    
    
    
    (13,970,096
    )Other comprehensive incomeForeign currency translation differences
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    129,684
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    129,684
    
    
    
    
    
    
    
    129,684Total other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    129,684
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    129,684
    
    
    
    
    
    
    
    129,684Total comprehensive loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    129,684
    
    
    
    
    
    
    
    
    
    
    
    (13,970,096
    )
    
    
    (13,840,412
    )
    
    
    
    
    
    
    (13,840,412
    )Transactions with owners, recorded directly in equityFair value of stock options allocated to share
issued on Exercise
    
    
    
    
    
    
    
    
    
    
    1,055,432
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,055,432
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Share-based payment transactions
    
    
    
    
    
    
    1,431,400
    
    
    
    2,037,558
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,385,501
    
    
    
    
    
    
    
    
    
    
    
    7,423,059
    
    
    
    
    
    
    
    7,423,059Total contributions by and distributions to owners
    
    
    
    
    
    
    1,431,400
    
    
    
    3,092,990
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,330,069
    
    
    
    
    
    
    
    
    
    
    
    7,423,059
    
    
    
    
    
    
    
    7,423,059Balance at 31 December 2008
    
    
    
    
    
    
    186,640,007
    
    
    
    54,948,341
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    129,684
    
    
    
    17,584,974
    
    
    
    
    
    
    
    (76,266,461
    )
    
    
    (3,603,462
    )
    
    
    
    
    
    
    (3,603,462
    )Arising from business acquisition
    
    
    34
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102,826,656
    
    
    
    102,826,656Total comprehensive loss for the yearLoss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (35,531,631
    )
    
    
    (35,531,631
    )
    
    
    (16,248,898
    )
    
    
    (51,780,529
    )Other comprehensive lossForeign currency translation differences
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,520,583
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,520,583
    )
    
    
    (4,552,028
    )
    
    
    (14,072,611
    )Effective portion of changes in fair value of cash
flow hedges, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (731,293
    )
    
    
    
    
    
    
    (731,293
    )
    
    
    
    
    
    
    (731,293
    )Total other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,520,583
    )
    
    
    
    
    
    
    (731,293
    )
    
    
    
    
    
    
    (10,251,876
    )
    
    
    (4,552,028
    )
    
    
    (14,803,904
    )Total comprehensive loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,520,583
    )
    
    
    
    
    
    
    (731,293
    )
    
    
    (35,531,631
    )
    
    
    (45,783,507
    )
    
    
    (20,800,926
    )
    
    
    (66,584,433
    )Transactions with owners, recorded directly in equityContributions by and distributions to ownersOrdinary shares issued
    
    
    18
    
    
    
    14,296,567
    
    
    
    15,869,148
    
    
    
    (4,497,062
    )
    
    
    (4,991,726
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,877,422
    
    
    
    
    
    
    
    10,877,422Preference shares issued
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    162,910,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    162,910,000
    
    
    
    
    
    
    
    162,910,000Share options repriced
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,117,441
    
    
    
    
    
    
    
    
    
    
    
    1,117,441
    
    
    
    
    
    
    
    1,117,441Share-based payment transactions
    
    
    
    
    
    
    806,898
    
    
    
    895,625
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,068,371
    
    
    
    
    
    
    
    
    
    
    
    1,963,996
    
    
    
    
    
    
    
    1,963,996Total contributions by and distributions to owners
    
    
    
    
    
    
    15,103,465
    
    
    
    16,764,773
    
    
    
    (4,497,062
    )
    
    
    (4,991,726
    )
    
    
    162,910,000
    
    
    
    
    
    
    
    2,185,812
    
    
    
    
    
    
    
    
    
    
    
    176,868,859
    
    
    
    
    
    
    
    176,868,859Balance at 31 December 2009
    
    
    
    
    
    
    201,743,472
    
    
    
    71,713,114
    
    
    
    (4,497,062
    )
    
    
    (4,991,726
    )
    
    
    162,910,000
    
    
    
    (9,390,899
    )
    
    
    19,770,786
    
    
    
    (731,293
    )
    
    
    (111,798,092
    )
    
    
    127,481,890
    
    
    
    82,025,730
    
    
    
    209,507,620
 The accompanying notes are an integral part of these consolidated financial statements.
  F-4




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##### Table of Contents



Note
    
    
    2009
    
    
    2008Cash flows from operating activitiesCash utilised by operations
    
    
    32
    
    
    
    (27,793,326
    )
    
    
    (5,348,995
    )Interest received
    
    
    
    
    
    
    426,621
    
    
    
    179,119Interest paid
    
    
    
    
    
    
    (1,258,710
    )
    
    
    (1,885,517
    )Cash utilised by operating activities
    
    
    
    
    
    
    (28,625,415
    )
    
    
    (7,055,393
    )Cash flows from investing activitiesInvestment in environmental trusts
    
    
    
    
    
    
    (216,245
    )
    
    
    Acquisition of cash in a business combination  Bokoni Mine
    
    
    34
    
    
    
    3,576,912
    
    
    
    Bokoni mine acquisition
    
    
    34
    
    
    
    (119,956,375
    )
    
    
    Asset acquisition
    
    
    34
    
    
    
    (6,592,523
    )
    
    
    ESOP Trust contribution
    
    
    34
    
    
    
    (6,741,102
    )
    
    
    Proceeds on disposal of property, plant and equipment
    
    
    
    
    
    
    118,311
    
    
    
    54,140Acquisition of property, plant and equipment
    
    
    7/8
    
    
    
    (24,450,310
    )
    
    
    (473,642
    )Deferred acquisition costs
    
    
    
    
    
    
    
    
    
    
    (1,219,813
    )Proceeds on disposal of financial assets
    
    
    
    
    
    
    14
    
    
    
    Cash utilised from investing activities
    
    
    
    
    
    
    (154,261,318
    )
    
    
    (1,639,315
    )Cash flows from financing activitiesLong term borrowings raised
    
    
    
    
    
    
    
    
    
    
    3,630,000Long term borrowings raised  Senior debt
    
    
    19
    
    
    
    74,050,000
    
    
    
    Long term borrowings raised  OCSF
    
    
    19
    
    
    
    51,330,745
    
    
    
    Common shares issued
    
    
    
    
    
    
    15,869,148
    
    
    
    2,037,558A Preference shares issued
    
    
    19
    
    
    
    177,720,000
    
    
    
    A Preference shares repaid
    
    
    19
    
    
    
    (1,066,320
    )
    
    
    B Preference shares issued
    
    
    18
    
    
    
    162,910,000
    
    
    
    Transaction costs paid
    
    
    
    
    
    
    (4,857,128
    )
    
    
    Vendor claims settled
    
    
    34
    
    
    
    (251,770,000
    )Interest free loan raised
    
    
    19
    
    
    
    4,267,913Repayment of Anglo Platinum loan
    
    
    
    
    
    
    (16,790,368
    )
    
    
    Cash generated from financing activities
    
    
    
    
    
    
    211,663,990
    
    
    
    5,667,558Effect of foreign currency translation
    
    
    
    
    
    
    (1,680,420
    )
    
    
    (253,997
    )Net increase/(decrease) in cash and cash equivalents
    
    
    
    
    
    
    27,096,837
    
    
    
    (3,281,147
    )Cash and cash equivalents, beginning of period
    
    
    
    
    
    
    3,850,674
    
    
    
    7,131,821Cash and cash equivalents, end of period
    
    
    
    
    
    
    30,947,511
    
    
    
    3,850,674
 The accompanying notes are an integral part of these consolidated financial statements.
  F-5




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##### Table of Contents



1. NATURE OF OPERATIONS
    2. GOING CONCERN
    3. BASIS OF PRESENTATION
 3.1 Statement of compliance
   First Time Adoption of
International Financial Reporting Standards (IFRS1)
 
    
    to apply the requirements of IFRS 3, Business Combinations (2004), prospectively from the Transition Date;
    
    to apply the requirements of IFRS 2, Share-based payments, only to equity instruments granted after November 2002 which
had not vested as of the Transition Date; and
    
    to transfer all foreign currency translation differences, recognised as a separate component of
equity,
to accumulated loss as at the Transition Date, including those foreign currency differences which arise on adoption of
IFRS.
  F-6




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##### Table of Contents



3.2 Basis of measurement
  3.3 Use of estimates and judgements
    3.4 Change in accounting policies
  (i) Accounting for business combinations
 Business
Combinations (2008), (IFRS 3) Consolidated and Separate Financial Statements
         F-7




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##### Table of Contents



(ii) Presentation of financial statements
 Presentation of Financial Statements
 (iii) Accounting for borrowing costs
 Borrowing Costs (2007),
 4. ACCOUNTING POLICIES
  4.1 Basis for consolidation
 (i) Business combinations
  (ii) Subsidiaries
  (iii) Investments in jointly controlled entities (equity accounted investees)
  (iv) Special purpose entities
   F-8




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##### Table of Contents



(v) Transactions eliminated on consolidation
  4.2 Foreign currencies
 (i) Foreign currency transactions
  (ii) Foreign operations
    4.3 Financial instruments
 (i) Non-derivative financial assets
    Loans and receivables
     F-9




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##### Table of Contents



(ii) Non-derivative financial liabilities
     (iii) Derivative financial instruments, including hedge accounting
    Cash flow hedges
   Separate embedded derivatives
  Other non-trading derivatives
   F-10




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##### Table of Contents



(iv) Share capital
 Ordinary shares
  Preference share capital
   Treasury shares
  4.4 Property, plant and equipment
     Mine development and infrastructure
    
    Life-of-minePlant and equipment
    
    1  20 yearsBuildings
    
    5  20 yearsMotor vehicles
    
    1  5 yearsFurniture and fittings
    
    1  10 years
        F-11




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##### Table of Contents



4.5 Intangible assets
 (i) Goodwill
  Acquisitions of non-controlling interests
  Subsequent measurement
  (ii) Other intangible assets
  4.6 Impairment of assets
 (i) Non-financial assets
     (ii) Financial assets (including receivables)
    F-12




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##### Table of Contents



4.7 Inventories
    4.8 Employee benefits
 (i) Defined contribution plans
  (ii) Short-term employee benefits
   (iii) Share-based payment transactions
     (iv) Termination benefits
     F-13




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##### Table of Contents



4.9 Provisions
   (i) Environmental rehabilitation provisions
  (ii) Restructuring
  4.10 Platinum producers environmental trust
  4.11 Revenue
  4.12 Lease payments
 (i) Operating leases  Lessor
  (ii) Operating leases  Lessee
   4.13 Finance income and finance expense
   F-14




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##### Table of Contents



4.14 Income tax
      4.15 Earnings/(Loss) per share
  4.16 Segment reporting
  4.17 Exploration expenditure and mineral property interests
     F-15




---



##### Table of Contents



4.18 New standards and interpretations not yet adopted
  
    
    IAS 24 (revised), Related party disclosures
    
    Amendments to IAS 39, Eligible hedged items
    
    Amendments to IFRS 1 and IAS 27, Cost of an investment in a subsidiary, jointly controlled entity or associate
    
    Amendments to IFRS 2, Share-based payments: vesting conditions and cancellations
    
    Amendments to IFRS 7, Improving disclosures about financial instruments
    
    IFRS 9, Financial instruments
    
    IFRIC 17, Distribution of Non-cash assets to owners
    
    Various improvements to IFRS 2009
  5. DETERMINATION OF FAIR VALUES
  5.1 Property, plant and equipment
   5.2 Mineral property interest
  5.3 Trade and other receivables
  5.4 Derivatives
    F-16




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##### Table of Contents



5.5 Non-derivative financial liabilities
  5.6 Share-based payment transactions
  6. FINANCIAL RISK MANAGEMENT
   Overview
  
    
    credit risk
    
    liquidity risk
    
    interest rate risk
    
    foreign currency risk
    
    commodity price risk
  (i) Credit risk
  Trade and other receivables
  Cash and cash equivalents
  (ii) Liquidity risk
   F-17




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##### Table of Contents



2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter
    
    
    Total2009Non derivative financial liabilitiesLoans and borrowings
    
    
    
    
    
    
    4,099,586
    
    
    
    
    
    
    
    11,854,480
    
    
    
    539,555,351
    
    
    
    555,509,417Trade and other payables
    
    
    11,677,520
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,677,520Total
    
    
    11,677,520
    
    
    
    4,099,586
    
    
    
    
    
    
    
    11,854,480
    
    
    
    539,555,351
    
    
    
    567,186,937Derivative financial liabilitiesInterest rate swap
    
    
    
    
    
    
    
    
    
    
    1,590,945
    
    
    
    
    
    
    
    
    
    
    
    1,590,945Total 2009
    
    
    11,677,520
    
    
    
    4,099,586
    
    
    
    1,590,945
    
    
    
    11,854,480
    
    
    
    539,555,351
    
    
    
    568,777,8822008Non derivative financial liabilitiesLoans and borrowings
    
    
    1,735,663
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,967,753
    
    
    
    14,703,416Trade and other payables
    
    
    219,024
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    219,024Total 2008
    
    
    1,954,687
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,967,753
    
    
    
    14,922,440
 (iii) Interest rate risk
     (iv) Foreign currency risk
    F-18




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##### Table of Contents



(v) Commodity price risk
  (vi) Capital risk management
    (vii) Summary of the carrying value of the Groups financial instruments
 Financial
    
    
    DerivativeLoans and
    
    
    liabilities at
    
    
    financialAt 31 December 2009
    
    receivables
    
    
    amortised cost
    
    
    liabilitiesPlatinum producers environmental trust
    
    
    2,578,131
    
    
    
    
    
    
    
    Trade and other receivables
    
    
    22,486,497
    
    
    
    
    
    
    
    Cash and cash equivalents
    
    
    30,947,511
    
    
    
    
    
    
    
    Loans and borrowings
    
    
    
    
    
    
    555,509,417
    
    
    
    Trade and other payables
    
    
    
    
    
    
    11,677,520
    
    
    
    Derivative  Interest rate swap
    
    
    
    
    
    
    
    
    
    
    1,590,945
 Financial
    
    
    DerivativeLoans and
    
    
    liabilities at
    
    
    financialAt 31 December 2008
    
    receivables
    
    
    amortised cost
    
    
    liabilitiesCash and cash equivalents
    
    
    3,850,674
    
    
    
    
    
    
    
    Loans and borrowings
    
    
    
    
    
    
    14,703,416
    
    
    
    Trade and other payables
    
    
    
    
    
    
    219,024
    
    
    
    
   F-19




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##### Table of Contents



7. PROPERTY, PLANT AND EQUIPMENT
 2009
    
    
    2008SummaryCostBalance at beginning of year
    
    
    540,482
    
    
    
    183,208Arising from business combinations (refer note 34)
    
    
    725,226,891
    
    
    
    Additions
    
    
    31,478
    
    
    
    472,619Transferred from capital work-in-progress
    
    
    9,382,489
    
    
    
    Disposals
    
    
    (49,072
    )
    
    
    (66,432
    )Adjustment to rehabilitation assets
    
    
    2,691,883
    
    
    
    Effect of translation
    
    
    (30,693,133
    )
    
    
    (48,913
    )Closing Balance
    
    
    707,131,018
    
    
    
    540,482Accumulated depreciationBalance beginning of year
    
    
    70,847
    
    
    
    77,714Charge for the year
    
    
    13,557,111
    
    
    
    61,140Disposals
    
    
    
    
    
    
    (48,717
    )Effect of translation
    
    
    109,324
    
    
    
    (19,290
    )Closing Balance
    
    
    13,737,282
    
    
    
    70,847Carrying value
    
    
    693,393,736
    
    
    
    469,635
 MiningDevelopment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Furnitureand
    
    
    Plant and
    
    
    
    
    
    
    Motor
    
    
    andTotal
    
    
    Infrastructure
    
    
    Equipment
    
    
    Buildings
    
    
    Vehicles
    
    
    FittingsCostBalance at beginning of year
    
    
    540,482
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    540,482Arising from business combination (refer
note 34)
    
    
    725,226,891
    
    
    
    572,786,270
    
    
    
    120,784,234
    
    
    
    30,067,544
    
    
    
    1,528,701
    
    
    
    60,142Additions
    
    
    31,478
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,629
    
    
    
    11,849Transferred from capital work-in-progress
    
    
    9,382,489
    
    
    
    260,939
    
    
    
    2,145,453
    
    
    
    6,915,047
    
    
    
    61,050
    
    
    
    Disposals
    
    
    (49,072
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (49,072
    )
    
    
    Adjustment to rehabilitation assets
    
    
    2,691,883
    
    
    
    2,691,883
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Effect of translation
    
    
    (30,693,133
    )
    
    
    (24,312,236
    )
    
    
    (5,121,246
    )
    
    
    (1,224,976
    )
    
    
    (64,781
    )
    
    
    30,106Closing Balance
    
    
    707,131,018
    
    
    
    551,426,856
    
    
    
    117,808,441
    
    
    
    35,757,615
    
    
    
    1,495,527
    
    
    
    642,579Accumulated depreciationBalance beginning of year
    
    
    70,847
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,847Charge for the year
    
    
    13,557,111
    
    
    
    5,185,702
    
    
    
    6,073,907
    
    
    
    1,878,881
    
    
    
    284,770
    
    
    
    133,851Effect of translation
    
    
    109,324
    
    
    
    40,542
    
    
    
    47,486
    
    
    
    14,689
    
    
    
    2,226
    
    
    
    4,381Closing Balance
    
    
    13,737,282
    
    
    
    5,226,244
    
    
    
    6,121,393
    
    
    
    1,893,570
    
    
    
    286,996
    
    
    
    209,079Carrying Value
    
    
    693,393,736
    
    
    
    546,200,612
    
    
    
    111,687,048
    
    
    
    33,864,045
    
    
    
    1,208,531
    
    
    
    433,500
   F-20




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##### Table of Contents




    
    Life-of-mine  34 years
    
    South African discount rate  16.48% (the weighted average cost of capital for Bokoni)
    
    Range of PGM prices  based on market expectations. Initial price of US$1,329/oz for
platinum in 2010.
    
    Range of ZAR/US$ exchange rates  based on market expectations. Initial exchange rate of
ZAR8.51/US$ used in 2010.
    
    South African inflation  long term inflation rate of 5.2%
 8. CAPITAL WORK-IN-PROGRESS
  2009
    
    
    2008Arising from business combination (refer note 34)
    
    
    216,194,965
    
    
    
    Additions
    
    
    24,418,832
    
    
    
    Transfer to property, plant and equipment
    
    
    (9,382,489
    )
    
    
    Capitalisation of borrowing costs
    
    
    13,580,559
    
    
    
    Effect of translation
    
    
    (8,972,952
    )
    
    
    235,838,915
    
    
    
    
  9. MINERAL PROPERTY INTERESTS
 Balance at beginning of year
    
    
    4,200,000
    
    
    
    4,200,000Transfer from equity accounted investee (refer note 11)
    
    
    2,552,701
    
    
    
    Asset acquisition (refer note 34)
    
    
    6,592,523
    
    
    
    Effect of translation
    
    
    (121,521
    )
    
    
    13,223,703
    
    
    
    4,200,000
  Ga-Phasha
     F-21




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##### Table of Contents



Platreef
  Boikgantsho
  Kwanda
  Rietfontein
  10. GOODWILL
 2009
    
    
    2008Arising from business combination (refer note 34)
    
    
    12,932,712
    
    
    
    Effect of translation
    
    
    (550,143
    )
    
    
    12,382,569
    
    
    
    
  11. INVESTMENT IN JOINT VENTURE
 Balance at beginning of the year
    
    
    2,518,971
    
    
    
    2,958,785Equity loss  exploration expenses
    
    
    (219,849
    )
    
    
    (235,020
    )Effect of translation
    
    
    253,579
    
    
    
    (204,794
    )Transfer to mineral property interest (refer note 9)
    
    
    (2,552,701
    )
    
    
    
    2,518,971
   F-22




---



##### Table of Contents



2009
    
    
    2008Comprehensive loss
    
    
    439,698
    
    
    
    470,044Total assets
    
    
    
    
    
    
    205Total liabilities
    
    
    
    
    
    
    6,237,616
 12. PLATINUM PRODUCERS ENVIRONMENTAL TRUST
   13. DEFERRED ACQUISITION COSTS
 Acquisition costs capitalised
    
    
    
    
    
    
    1,587,959
  14. INVENTORIES
 Ore stock piles
    
    
    1,091,860
    
    
    
    
 15. TRADE AND OTHER RECEIVABLES
 Financial assetsTrade receivables (Metals)
    
    
    21,501,503
    
    
    
    Other trade receivables
    
    
    581,096
    
    
    
    Employee receivables
    
    
    403,898
    
    
    
    22,486,497
    
    
    
    Non financial assetsPrepayments
    
    
    940,108
    
    
    
    112,910Lease debtor
    
    
    5,313
    
    
    
    Value added tax
    
    
    
    
    
    
    156,952Other receivables
    
    
    34,585
    
    
    
    1,69223,466,503
    
    
    
    271,554
  16. CASH AND CASH EQUIVALENTS
 Bank balances
    
    
    30,931,903
    
    
    
    3,850,674Cash on hand
    
    
    15,608
    
    
    
    30,947,511
    
    
    
    3,850,674
 17. RESTRICTED CASH
 Restricted cash  ESOP Trust
    
    
    1,291,348
    
    
    
    
   F-23




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##### Table of Contents



18. SHARE CAPITAL
 2009
    
    
    2008Number of sharesAuthorised and issuedOrdinary shares with no par value
    
    
    201,743,472
    
    
    
    186,640,007B2 Convertible Preference shares of $0.1418 (ZAR 1) each
    
    
    115,800
    
    
    
    B3 Convertible Preference shares of $0.1418 (ZAR 1) each
    
    
    111,600
    
    
    
    
  Share capitalShare capital
    
    
    73,896,147
    
    
    
    57,131,414Share issue costs
    
    
    (2,183,033
    )
    
    
    (2,183,073
    )71,713,114
    
    
    
    54,948,341
  
    
    Anglo Platinum contributed an amount of $15.4 million (ZAR 103.8 million) to the
Anooraq Community Participation Trust. Approximately $10.9 million was used to acquire
 shares of the Company. As of 1 July 2009, the Company issued 9,799,505 ordinary shares
at $1.11 to the Anooraq Community Participation Trust.
    
    Anglo Platinum contributed approximately $6.8 million (ZAR 45.6 million) to the
Bokoni Platinum Mine ESOP Trust (ESOP Trust), of which $5 million was used to acquire
 shares of the Company. As of 1 July 2009, the Company issued 4,497,062 ordinary shares
at $1.11 to the ESOP Trust. The ESOP Trust is consolidated as a SPE by the Group (refer
below).
 Treasury Shares
    
    
    4,991,726
    
    
    
    
  Preference sharesB2 Convertible Preference shares
    
    
    17,150
    
    
    
    B3 Convertible Preference shares
    
    
    16,528
    
    
    
    Share premium
    
    
    162,876,322
    
    
    
    162,910,000
    
    
    
    
     F-24




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##### Table of Contents



19. LOANS AND BORROWINGS
 2009
    
    
    2008Non-current liabilitiesSenior Term Loan Facility
    
    
    71,506,306
    
    
    
    Redeemable A preference shares (related party)
    
    
    352,664,289
    
    
    
    Rustenburg Platinum Mines  Funding loans (related party)
    
    
    72,778,897
    
    
    
    12,967,753Rustenburg Platinum Mines  OCSF (related party)
    
    
    54,050,064
    
    
    
    Rustenburg Platinum Mines  Interest free loan (related party)
    
    
    4,099,586
    
    
    
    Rustenburg Platinum Mines  commitment fees(related party)
    
    
    410,275
    
    
    
    555,509,417
    
    
    
    12,967,753Current liabilitiesRustenburg Platinum Mines  Funding loans (current portion)
    
    
    
    
    
    
    1,735,663555,509,417
    
    
    
    14,703,416
 The carrying value of the Groups loans and borrowings changed during the year as follows:
 Balance at beginning of the year
    
    
    14,703,416
    
    
    
    11,698,833Senior Term Loan Facility
    
    
    74,050,000
    
    
    
    Rustenburg Platinum Mine  OCSF
    
    
    51,330,745
    
    
    
    Arising from business combination
    
    
    493,666,666
    
    
    
    Rustenburg Platinum Mine  Interest free loan
    
    
    4,267,913Repaid as part of acquisition (refer note 34)
    
    
    (251,770,000
    )
    
    
    Redeemable A preference shares
    
    
    177,720,000
    
    
    
    Redemption of A preference shares
    
    
    (1,066,320
    )
    
    
    Loans repaid
    
    
    (18,049,078
    )
    
    
    (1,885,517
    )Increase in RPM term loan
    
    
    
    
    
    
    3,630,000Loan costs capitalised
    
    
    (4,857,128
    )
    
    
    Commitment fee capitalised
    
    
    (407,076
    )
    
    
    Finance expenses accrued
    
    
    33,028,228
    
    
    
    1,719,866Amortisation of loan costs
    
    
    449,149
    
    
    
    Commitment fee liability
    
    
    407,076
    
    
    
    Effect of translation
    
    
    (17,964,174
    )
    
    
    (459,766
    )555,509,417
    
    
    
    14,703,416
  Senior Term Loan Facility
   F-25




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##### Table of Contents



Redeemable A Preference Shares
   (i)
    
    any outstanding amounts of the Standby Facility ;(ii)
    
    any outstanding amounts of the OCSF; and(iii)
    
    the redemption amount payable upon the redemption of any outstanding Redeemable A
Preference Shares. Plateau is obliged to undertake the refinancing process but if the debt is
not re-financeable based upon the debt markets at that time then there is no sanction on
Plateau. At the acquisition date, 1 July 2009, an amount of $1.1 million (ZAR 7.2 million) was
repaid with surplus cash available.
 Rustenburg Platinum Mines  Funding Loans
   Rustenburg Platinum Mines  OCSF
   Rustenburg Platinum Mines  Standby Facility
   Rustenburg Platinum Mines  Interest free loan
  Security
   F-26




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##### Table of Contents



20. DEFERRED TAX
  2009
    
    
    2008Deferred tax liabilitiesProperty plant and equipment (including capital work-in-progress)
    
    
    257,251,314
    
    
    
    Prepayments
    
    
    253,564
    
    
    
    Environmental trust fund contributions
    
    
    599,636
    
    
    
    Inventories
    
    
    305,721
    
    
    
    Gross deferred tax liability
    
    
    258,410,235
    
    
    
    Deferred tax assetsProvision for environmental liabilities
    
    
    (1,965,891
    )
    
    
    Unredeemed capital expenditure
    
    
    (22,440,284
    )
    
    
    Accrual for employee leave liabilities
    
    
    (2,002,797
    )
    
    
    Provision for share-based compensation
    
    
    (40,974
    )
    
    
    Calculated tax losses
    
    
    (18,476,180
    )
    
    
    Gross deferred tax asset
    
    
    (44,926,126
    )
    
    
    Net deferred tax liability
    
    
    213,484,109
    
    
    
    
  Balance at beginning of year
    
    
    
    
    
    
    Arising from business combination (refer note 34)
    
    
    231,040,913
    
    
    
    Current year
    
    
    (7,668,639
    )
    
    
    Effect of translation
    
    
    (9,888,165
    )
    
    
    213,484,109
    
    
    
    
  Deferred tax assets
    
    
    12,086,895
    
    
    
    14,197,035
  Unredeemed capital expenditure
    
    
    1,989,602
    
    
    
    4,384,291Tax losses
    
    
    8,659,662
    
    
    
    7,852,229Foreign exchange losses
    
    
    1,437,631
    
    
    
    1,960,51512,086,895
    
    
    
    14,197,035
   2010
    
    
    (1,735,875
    )2011-2015
    
    
    (4,456,781
    )Thereafter
    
    
    (7,583,843
    )Indefinitely
    
    
    (18,626,663
    )(32,403,162
    )
  F-27




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##### Table of Contents



21. PROVISIONS
 2009
    
    
    2008Provision raised for rehabilitationBalance at beginning of the year
    
    
    
    
    
    
    Arising from business combination (refer note 34)
    
    
    4,308,137
    
    
    
    Capitalised to property, plant and equipment
    
    
    2,691,883
    
    
    
    Notional interest
    
    
    181,813
    
    
    
    Effect of translation
    
    
    (160,795
    )
    
    
    7,021,038
    
    
    
    Future net obligationsUndiscounted rehabilitation cost
    
    
    12,642,974
    
    
    
    Amount invested in environmental trust fund (refer note 12)
    
    
    (2,578,131
    )
    
    
    Total future net obligation  Undiscounted
    
    
    10,064,843
    
    
    
    
   Discount period
    
    20 years
    
    
    
    South African discount rate (risk free rate)
    
    
    8.4
    %
    
    
    South African inflation
    
    
    5.2
    %
    
    
    
 Inflation rate
    
    
    Discount rateSensitivity1% increase
    
    
    1,449,016
    
    
    
    (1,167,215
    )1% decrease
    
    
    (1,209,612
    )
    
    
    1,416,795
    )
 22. DERIVATIVE LIABILITY
 Interest rate swap
    
    
    (1,590,945
    )
    
    
    
 23. TRADE AND OTHER PAYABLES
 Financial liabilitiesTrade payables
    
    
    8,143,426
    
    
    
    219,024Other payables
    
    
    3,534,094
    
    
    
    11,677,520
    
    
    
    219,024Non financial liabilitiesPayroll accruals
    
    
    1,455,234
    
    
    
    195,139Leave liabilities
    
    
    7,322,160
    
    
    
    Share appreciation rights
    
    
    146,334
    
    
    
    Lease accrual
    
    
    93,583
    
    
    
    Restructuring costs
    
    
    1,807,996
    
    
    
    Operational accruals
    
    
    4,128,123
    
    
    
    1,384,676Value added tax
    
    
    317,697
    
    
    
    26,948,647
    
    
    
    1,798,839
  F-28




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##### Table of Contents



24. REVENUE
  2009
    
    
    2008Platinum
    
    
    39,282,459
    
    
    
    Palladium
    
    
    6,582,056
    
    
    
    Rhodium
    
    
    6,439,392
    
    
    
    Nickel
    
    
    6,278,262
    
    
    
    Other
    
    
    4,045,699
    
    
    
    62,627,868
    
    
    
    
  25. COST OF SALES
  Labor costs
    
    
    39,333,125
    
    
    
    Stores costs
    
    
    11,036,693
    
    
    
    Power and compressed air
    
    
    4,481,837
    
    
    
    Contractors cost
    
    
    2,742,494
    
    
    
    Other costs
    
    
    11,022,676
    
    
    
    Inventory movement
    
    
    (1,083,390
    )
    
    
    Depreciation
    
    
    13,433,032
    
    
    
    80,966,467
    
    
    
    
 26. FINANCE INCOME
 Interest received  Financial assets at amortised costPlatinum producers environmental trust
    
    
    102,664
    
    
    
    Bank accounts
    
    
    426,621
    
    
    
    179,119529,285
    
    
    
    179,119
  F-29




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##### Table of Contents



27. FINANCE EXPENSES
 2009
    
    
    2008Financial liabilitiesBank and short term facilities
    
    
    72,158
    
    
    
    A Preference shares (related party)
    
    
    19,560,689
    
    
    
    OCSF and funding facilities (related party)
    
    
    8,439,108
    
    
    
    1,848,574Senior Term Loan Facility
    
    
    5,028,432
    
    
    
    Interest on fair value of interest rate swap
    
    
    189,173
    
    
    
    Other payables
    
    
    324
    
    
    
    33,289,884
    
    
    
    1,848,574Non-financial liabilitiesNotional interest  rehabilitation provision
    
    
    181,813
    
    
    
    Commitment fees on OCSF
    
    
    38,091
    
    
    
    Transaction fees
    
    
    411,058
    
    
    
    630,962
    
    
    
    Total finance costs before interest capitalised
    
    
    33,920,846
    
    
    
    1,848,574Interest capitalised
    
    
    (13,580,559
    )
    
    
    Total finance costs
    
    
    20,340,287
    
    
    
    1,848,574
  28. LOSS BEFORE INCOME TAX
  Operating lease expense  buildings
    
    
    387,131
    
    
    
    353,348Restructuring costs
    
    
    1,784,452
    
    
    
    Share-based payments
    
    
    2,185,812
    
    
    
    5,385,501Bonus settled via shares
    
    
    895,625
    
    
    
    Cash settled share-based payments
    
    
    145,199
    
    
    
    
 29. INCOME TAX
 SA normal taxationCurrent tax  prior year
    
    
    35,154
    
    
    
    Deferred tax  current year
    
    
    (7,668,639
    )
    
    
    (7,633,485
    )
    
    
    
  F-30




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##### Table of Contents



Taxation rate reconciliation:
 2009
    
    
    2008Statutory Canadian tax rate
    
    
    (30.00
    %)
    
    
    (31.00
    %)Other disallowed expenditure
    
    
    1.62
    %
    
    
    7.60
    %Transactions costs disallowed
    
    
    5.25
    %
    
    
    Preference dividends
    
    
    5.65
    %
    
    
    Equity settled share based compensation
    
    
    1.10
    %
    
    
    12.76
    %Investment income not taxable
    
    
    (0.07
    %)
    
    
    Tax adjustments  prior year
    
    
    0.02
    %
    
    
    Deferred tax assets not recognised
    
    
    3.01
    %
    
    
    14.30
    %Effect of rate differences
    
    
    0.57
    %
    
    
    (3.66
    %)Effective taxation rate
    
    
    (12.85
    %)
    
    
    0.00
    %
 30. OTHER COMPREHENSIVE INCOME NET OF INCOME TAX
  Foreign currency translation differences for foreign operations
    
    
    (14,072,611
    
    
    
    129,684Effective portion of changes in fair value of cash flow hedges
    
    
    (731,293
    )
    
    
    (14,803,904
    )
    
    
    129,684
 31. EARNINGS PER SHARE
   Issued ordinary shares at 1 January
    
    
    186,640,007
    
    
    
    185,208,607Effect of shares issued in financial year
    
    
    5,319,941
    
    
    
    566,754Convertible B Preference shares  issued on 1 July 2009
    
    
    114,011,507
    
    
    
    Weighted average number of ordinary shares at 31 December
    
    
    305,971,455
    
    
    
    185,775,361Dilutive share options
    
    
    282,584
    
    
    
    306,254,039
    
    
    
    185,775,361
   F-31




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##### Table of Contents



32. CASH USED BY OPERATIONS
 2009
    
    
    2008CASH UTILISED BY OPERATIONSLoss before income tax
    
    
    
    
    
    
    (59,414,014
    )
    
    
    (13,970,096
    )Adjustments for:Finance expense
    
    
    
    
    
    
    20,340,287
    
    
    
    1,848,574Finance income
    
    
    
    
    
    
    (529,285
    )
    
    
    (179,119
    )Items not involving cash:Depreciation
    
    
    
    
    
    
    13,557,111
    
    
    
    61,140Equity settled share-based compensation
    
    
    
    
    
    
    2,185,812
    
    
    
    5,385,501Bonus settled via shares
    
    
    
    
    
    
    895,658
    
    
    
    Loss from equity accounted investees
    
    
    
    
    
    
    219,849
    
    
    
    235,022Gain on disposal of property, plant and equipment
    
    
    
    
    
    
    (69,239
    )
    
    
    (5,779
    )Derivative loss
    
    
    
    
    
    
    636,529
    
    
    
    Acquisition costs previously capitalised
    
    
    
    
    
    
    1,587,959
    
    
    
    Other
    
    
    
    
    
    
    (24,166
    )
    
    
    Cash utilised before working capital changes
    
    
    
    
    
    
    (20,613,499
    )
    
    
    (6,624,757
    )Working capital changesIncrease in trade and other receivables
    
    
    (i
    )
    
    
    (1,727,856
    )
    
    
    (2,366
    )(Decrease)/increase in trade and other payables
    
    (ii
    )
    
    
    (4,368,581
    )
    
    
    1,278,128Increase in inventories
    
    (iii
    )
    
    
    (1,083,390
    )
    
    
    Cash utilised by operations
    
    
    
    
    
    
    (27,793,326
    )
    
    
    (5,348,995
    )
 (i) Increase in trade and other receivables
 Opening balance
    
    
    271,554
    
    
    
    269,188Arising from business combination (refer note 34)
    
    
    22,477,941
    
    
    
    Closing balance
    
    
    (23,466,503
    )
    
    
    (271,554
    )Movement for the year
    
    
    (717,008
    )
    
    
    (2,366
    )Effect of translation
    
    
    (1,010,848
    )
    
    
    (1,727,856
    )
    
    
    (2,366
    )
 (ii) Decrease/increase in trade and other payables
 Opening balance
    
    
    (1,798,839
    )
    
    
    (520,711
    )Arising from business combination (refer note 34)
    
    
    (30,845,374
    )
    
    
    Closing balance
    
    
    26,948,647
    
    
    
    1,798,839Movement for the year
    
    
    (5,695,566
    )
    
    
    1,278,128Effect of translation
    
    
    1,326,985
    
    
    
    (4,368,581
    )
    
    
    1,278,128
 (iii) Increase in inventories
 Opening balance
    
    
    
    
    
    
    Acquired in 1 July business acquisition  Bokoni (per note 34)
    
    
    
    
    
    
    Closing balance
    
    
    (1,091,860
    )
    
    
    Movement for the year
    
    
    (1,091,860
    )
    
    
    Effect of translation
    
    
    8,470
    
    
    
    (1,083,390
    )
    
    
    
  F-32




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##### Table of Contents



33. SEGMENT INFORMATION
  
    
    Bokoni Mine  Mining of PGMs.
    
    Projects  Mining exploration in Boikgantsho, Kwanda, and Ga-Phasha exploration
projects.
  31 December 2009
    
    
    31 December 2008Bokoni Mine
    
    
    Projects
    
    
    Total
    
    

Bokoni Mine
    
    
    Projects
    
    
    Total
    
    
    NoteRevenue
    
    
    62,627,868
    
    
    
    
    
    
    
    62,627,868
    
    
    
    
    
    
    
    
    
    
    
    Cost of sales
    
    
    (81,904,961
    )
    
    
    
    
    
    
    (81,904,961
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (i
    )Loss before income tax
    
    
    (39,753,539
    )
    
    
    (180,426,480
    )
    
    
    (220,180,019
    )
    
    
    
    
    
    
    (576,965
    )
    
    
    
    
    
    (ii
    )Income tax
    
    
    6,596,600
    
    
    
    
    
    
    
    6,596,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (iii
    )Depreciation
    
    
    (12,542,425
    )
    
    
    
    
    
    
    (12,542,425
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    (iv
    )Finance income
    
    
    102,664
    
    
    
    
    
    
    
    102,664
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (v
    )Finance expense
    
    
    (19,113,833
    )
    
    
    
    
    
    
    (19,113,833
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    (vi
    )Total Assets
    
    
    1,013,025,599
    
    
    
    10,769,629
    
    
    
    1,023,795,228
    
    
    
    
    
    
    
    6,718,971
    
    
    
    
    
    
    (vii
    )Additions to
non-current assets
    
    
    24,438,460
    
    
    
    
    
    
    
    24,438,460
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (viii
    )Total Liabilities
    
    
    (642,004,400
    )
    
    
    (15,435,136
    )
    
    
    (657,439,536
    )
    
    
    
    
    
    
    (8,822,050
    )
    
    
    
    
    
    (ix
    )
   (i) Cost of sales
 2009
    
    
    2008Total cost of sales for reportable segments
    
    
    (81,904,961
    )
    
    
    Corporate and consolidation adjustments
    
    
    938,494
    
    
    
    Consolidated cost of sales
    
    
    (80,966,467
    )
    
    
    
 (ii) Loss before income tax
 Total loss before tax for reportable segments
    
    
    (220,180,019
    )
    
    
    (576,965
    )Corporate and consolidation adjustments
    
    
    160,766,005
    
    
    
    (13,393,131
    )Consolidated loss before income tax
    
    
    (59,414,014
    )
    
    
    (13,970,096
    )
 (iii) Income tax
 Taxation for reportable segments
    
    
    6,596,600
    
    
    
    Corporate and consolidation adjustments
    
    
    1,036,885
    
    
    
    Consolidated taxation
    
    
    7,633,485
    
    
    
    
  F-33




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##### Table of Contents



(iv) Depreciation
 2009
    
    
    2008Depreciation for reportable segments
    
    
    (12,542,425
    )
    
    
    Corporate and consolidation adjustments
    
    
    (1,014,685
    )
    
    
    Consolidated depreciation
    
    
    (13,557,110
    )
    
    
    
 (v) Finance income
 Finance income for reportable segments
    
    
    102,664
    
    
    
    Corporate and consolidation adjustments
    
    
    426,621
    
    
    
    Consolidated finance income
    
    
    529,285
    
    
    
    
 (vi) Finance expenses
 Finance expense for reportable segments
    
    
    (19,113,833
    )
    
    
    Corporate and consolidation adjustments
    
    
    (1,226,454
    )
    
    
    Consolidated finance expense
    
    
    (20,340,287
    )
    
    
    
 (vii) Assets
 Assets for reportable segments
    
    
    1,023,795,228
    
    
    
    6,718,971Corporate and consolidation adjustments
    
    
    (9,580,223
    )
    
    
    6,179,822Consolidated assets
    
    
    1,014,215,005
    
    
    
    12,898,793
 (viii) Additions to non-current assets
 Additions to non-current assets for reportable segments
    
    
    24,438,460
    
    
    
    Corporate and consolidation adjustments
    
    
    11,850
    
    
    
    Consolidated additions to non-current assets
    
    
    24,450,310
    
    
    
    
 (ix) Liabilities
 Liabilities for reportable segments
    
    
    (657,439,536
    )
    
    
    (8,822,050
    )Corporate and consolidation adjustments
    
    
    (147,267,849
    )
    
    
    (7,680,205
    )Consolidated liabilities
    
    
    (804,707,385
    )
    
    
    (16,502,255
    )
 34. ACQUISITIONS OF SUBSIDIARY AND NON-CONTROLLING INTERESTS
     F-34




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##### Table of Contents



Financing
  
    
    $111 million (ZAR 750 million) of senior debt funding in terms of the Standard
Chartered senior term loan facility (the Senior Term Loan Facility) from Standard
Chartered Bank plc (Standard Chartered or SCB) provided to Plateau, of which $74
million (ZAR 500 million) was drawn down on 1 July 2009. The Group applied approximately
$44 million (ZAR 300 million) of the Senior Term Loan Facility in part settlement of the
consideration transferred. Refer note 19 for details.On 11 December 2009, 34% of the facility was acceded to First Rand Bank Limited, acting
through its Rand Merchant Bank division (RMB). The same terms apply as per the initial
agreement with SCB;
    
    $177.8 million (ZAR 1.2 billion) through the issue of cumulative mandatory redeemable
A preference shares (A Prefs) of Plateau to RPM (refer note 19); and
    
    $162.9 million (ZAR 1.1 billion) through the effects of a share settled
financing with the issue of cumulative convertible B preference shares (B Prefs) to
RPM and a subsidiary of Pelawan Investments (Proprietary) Limited. The final effects of
the share settled financing will result in RPM receiving a total of 115.8 million
ordinary shares of Anooraq and Pelawan Investments (Proprietary) Limited, Anooraqs
controlling shareholder, receiving 111.6 million ordinary shares, to maintain
its minimum 51% shareholding in the Company.
  Identifiable assets acquired and liabilities assumed
  Carrying value
    
    
    Fair ValueProperty, plant and equipment
    
    
    767,109,345
    
    
    
    725,226,891Capital work in progress
    
    
    216,194,965
    
    
    
    216,194,965Cash deposits held in Platinum Producers Environmental Trust
    
    
    2,356,993
    
    
    
    2,356,993Other non-current assets
    
    
    741
    
    
    
    741Trade and other receivables
    
    
    22,477,941
    
    
    
    22,477,941Cash and cash equivalents
    
    
    3,576,912
    
    
    
    3,576,912Loans and borrowings (owing to RPM)
    
    
    (493,666,666
    )
    
    
    (493,666,666
    )Deferred taxation
    
    
    (60,367,689
    )
    
    
    (231,040,913
    )Provisions
    
    
    (4,308,137
    )
    
    
    (4,308,137
    )Current tax payable
    
    
    (123,034
    )
    
    
    (123,034
    )Trade and other payables
    
    
    (30,845,374
    )
    
    
    (30,845,374
    )Total identifiable net assets
    
    
    422,405,997
    
    
    
    209,850,319
  F-35




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##### Table of Contents



Goodwill
  2009
    
    
    2008Total purchase consideration
    
    
    385,060,000
    
    
    
    Assets acquired as part of the transaction (refer note 9)
    
    
    (6,592,523
    )
    
    
    Contributions received from Anglo Platinum relating to ESOP Trust
    
    
    (6,741,102
    )
    
    
    Repayment of loans and borrowings to RPM (refer note 19)
    
    
    (251,770,000
    )
    
    
    Consideration transferred as part of business combination
    
    
    119,956,375
    
    
    
    Non  controlling interest in Bokoni
    
    
    102,826,656
    
    
    
    Less total identifiable net assets
    
    
    (209,850,319
    )
    
    
    At acquisition goodwill, as of 1 July 2009
    
    
    12,932,712
    
    
    
    Effect of translation
    
    
    (550,143
    )
    
    
    Goodwill at 31 December 2009
    
    
    12,382,569
    
    
    
    
    Since acquisition
    
    
    For the full year to dateRevenue
    
    
    62,627,868
    
    
    
    113,654,693Loss before income tax
    
    
    (39,753,539
    )
    
    
    (93,826,099
    )
 35. OPERATING LEASES
 Accucap Properties-Lessor
  Crane (Pty) Ltd-Lessee
   Due within 1 year
    
    
    Due within 2-5 years
    
    
    Total2009Accucap Properties  Lessor
    
    
    367,735
    
    
    
    798,347
    
    
    
    1,166,082Crane (Pty) Ltd  Lessee
    
    
    (152,319
    )
    
    
    (25,740
    )
    
    
    (178,059
    )215,416
    
    
    
    772,607
    
    
    
    988,0232008Accucap Properties  Lessor
    
    
    311,914
    
    
    
    1,078,901
    
    
    
    1,390,815
  F-36




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##### Table of Contents



36. SHARE OPTIONS
 36.1 Equity settled options
  Contractualweighted averageWeighted average
    
    
    
    
    
    
    remaining lifeexercise price
    
    
    Number of options
    
    
    (years)Balance -  31 December 2007
    
    $
    2.43
    
    
    
    7,695,000
    
    
    
    4.12Granted
    
    
    2.86
    
    
    
    2,851,000Exercised
    
    
    1.42
    
    
    
    (1,431,400
    )Cancelled
    
    
    3.22
    
    
    
    (148,600
    )Balance - 31 December 2008
    
    $
    2.72
    
    
    
    8,966,000
    
    
    
    3.72Granted
    
    
    0.86
    
    
    
    6,156,000Cancelled
    
    
    1.29
    
    
    
    (930,000
    )Balance - 31 December 2009
    
    $
    1.10
    
    
    
    14,192,000
    
    
    
    4.32
  Number of
    
    
    Number of
    
    
    Weightedoptions
    
    
    options
    
    
    average lifeExpiry date
    
    Option price
    
    
    outstanding
    
    
    vested
    
    
    (years)17 December 2010
    
    $
    1.29
    #
    
    
    1,285,000
    
    
    
    1,285,000
    
    
    
    1.91 July 2010
    
    $
    1.29
    #
    
    
    119,000
    
    
    
    119,000
    
    
    
    1.515 October 2012
    
    $
    1.29
    #
    
    
    4,306,000
    
    
    
    4,306,000
    
    
    
    3.825 June 2013
    
    $
    1.29
    #
    
    
    916,000
    
    
    
    916,000
    
    
    
    4.530 June 2013
    
    $
    1.29
    #
    
    
    1,410,000
    
    
    
    1,410,000
    
    
    
    4.525 June 2014
    
    $
    0.96
    
    
    
    1,126,000
    
    
    
    1,126,000
    
    
    
    4.530 June 2013
    
    $
    0.84
    
    
    
    5,030,000
    
    
    
    
    
    
    
    6.9Total
    
    
    
    
    
    
    14,192,000
    
    
    
    9,162,000Weighted average exercise price
    
    
    
    
    
    $
    1.10
    
    
    $
    1.25
 #
    
    - The options were re-priced to $1.29 on 30 June 2009    F-37




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##### Table of Contents



2009
    
    
    2008Canadian risk free interest rate
    
    
    3
    %
    
    
    3
    %Expected life
    
    5 - 7 years
    
    5 yearsVolatility
    
    
    83
    %
    
    
    73
    %Forfeiture rate
    
    
    0
    %
    
    
    0
    %Expected dividends
    
    Nil
    
    
    Nil
   36.2 Cash settled share-based payments
   Share appreciation rights granted (all unvested at year end)
    
    
    2,933,000
  Within one year
    
    
    977,667One to two years
    
    
    977,667Two to three years
    
    
    977,666Total number of shares unvested
    
    
    2,933,000
   South African risk free rate
    
    
    8.4
    %Volatility
    
    
    83
    %Forfeiture rate
    
    
    0
    %Expected dividends
    
    Nil
     F-38




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##### Table of Contents



36.3 Bonus settled via shares
  37. CONTINGENCIES
  38. RELATED PARTIES
  Relationships
 Related party
    
    Nature of relationshipHunter Dickinson Services Inc. (HDSI)
    
    HDSI is a private company owned equally by several
public companies, one of which is the Company. HDSI
has a director in common with the Company and provides
geological, corporate development, administrative and
management services to, and incurs third party costs on
behalf of, the Company and its subsidiaries on a full
cost recovery basis pursuant to an agreement dated 31
December 1996.CEC Engineering Ltd (CEC)
    
    CEC is a private company owned by a former director,
used by the company for engineering and project
management services at market rates.Rustenburg Platinum Mines (RPM)
    
    The Group concluded a number of shared services
agreements between Bokoni mine and Rustenburg Platinum
Mines (RPM), a wholly owned subsidiary of Anglo
Platinum and 49% shareholder in Bokoni Holdco. Pursuant
to the terms of various shared services agreements, the
Anglo American group of companies will continue to
provide certain services to Bokoni Mines at a cost that
is no greater than the costs charged to any other Anglo
American group company for the same or similar
services. It is anticipated that, as Anooraq builds
its internal capacity, and makes the transformation to
a fully operational PGM producer, these services will
be phased out and replaced either with internal
services or third party services. The Group also sells
concentrate produced at the mine to RPM at market
related prices.Pelawan Investments (Pty) Ltd (Pelawan)
    
    Pelawan is the Companys controlling shareholder.Key management
    
    All directors directly involved in Anooraq and certain
members of top management at Bokoni.
  F-39




---



##### Table of Contents



2009
    
    
    2008Related party balancesHDSI
    
    Trade and other payables
    
    
    (118,698
    )
    
    
    (794,072
    )RPM
    
    Loans and Borrowings (refer note 19)
    
    
    (484,003,094
    )
    
    
    (14,703,416
    )Trade and other payables
    
    
    (3,534,094
    )
    
    
    Trade and other receivables
    
    
    21,501,503
    
    
    
    Related party transactionsHDSI
    
    Administration expenses
    
    
    713,945
    
    
    
    1,302,304CEC
    
    Administration expenses
    
    
    
    
    
    
    4,927RPM
    
    Revenue (refer note 24)
    
    
    (62,627,868
    )
    
    
    Finance expense (before interest capitalised)
    
    
    27,999,797
    
    
    
    Cost of sales
    
    
    6,160,349
    
    
    
    Pelawan
    
    Transaction costs *
    
    
    1,600,000
    
    
    
    
 *
    
    - The company paid transaction costs amounting to $1.6 million on behalf of Pelawan Investments
(Proprietary) Limited, the Companys controlling shareholder, owing to RMB and legal costs. These
amounts were expensed in profit and loss during the year ended 31 December 2009. Key Management Compensation
  - Salaries
    
    
    2,991,921
    
    
    
    2,030,128- Benefits
    
    
    615,789
    
    
    
    212,276- Share bonuses
    
    
    895,625
    
    
    
    - Share options
    
    
    1,547,117
    
    
    
    4,944,451- Cash settled share-based payments
    
    
    145,199
    
    
    
    Remuneration for non-executives
    
    
    537,263
    
    
    
    429,9886,732,914
    
    
    
    7,616,843
 39. EXPLANATIONS OF TRANSITION TO IFRS
    F-40




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##### Table of Contents



1 January 2008
    
    
    31 December 2008As reported
    
    
    
    
    
    
    
    
    
    
    As reportedunder
    
    
    Effects of
    
    
    
    
    
    
    under
    
    
    Effects ofprevious
    
    
    transition
    
    
    
    
    
    
    previous
    
    
    transitionGAAP
    
    
    to IFRS
    
    
    IFRS
    
    
    GAAP
    
    
    to IFRS
    
    
    IFRSAssetsNon-current assetsProperty, plant and equipment
    
    
    105,494
    
    
    
    
    
    
    
    105,494
    
    
    
    469,635
    
    
    
    
    
    
    
    469,635Mineral property interest
    
    
    4,200,000
    
    
    
    
    
    
    
    4,200,000
    
    
    
    4,200,000
    
    
    
    
    
    
    
    4,200,000Investment in joint venture
    
    
    4,878,714
    
    
    
    (1,919,929
    )
    
    
    2,958,785
    
    
    
    4,793,645
    
    
    
    (2,274,674
    )
    
    
    2,518,971Deferred acquisition costs
    
    
    368,146
    
    
    
    
    
    
    
    368,146
    
    
    
    1,587,959
    
    
    
    
    
    
    
    1,587,959Total non-current assets
    
    
    9,552,354
    
    
    
    (1,919,929
    )
    
    
    7,632,425
    
    
    
    11,051,239
    
    
    
    (2,274,674
    )
    
    
    8,776,565Current assetsTrade and other receivables
    
    
    269,188
    
    
    
    
    
    
    
    269,188
    
    
    
    271,554
    
    
    
    
    
    
    
    271,554Cash and cash equivalents
    
    
    7,131,821
    
    
    
    
    
    
    
    7,131,821
    
    
    
    3,850,674
    
    
    
    
    
    
    
    3,850,674Total current assets
    
    
    7,401,009
    
    
    
    
    
    
    
    7,401,009
    
    
    
    4,122,228
    
    
    
    
    
    
    
    4,122,228Total assets
    
    
    16,953,363
    
    
    
    (1,919,929
    )
    
    
    15,033,434
    
    
    
    15,173,467
    
    
    
    (2,274,674
    )
    
    
    12,898,793Equity and LiabilitiesEquityShare Capital
    
    
    51,855,350
    
    
    
    
    
    
    
    51,855,350
    
    
    
    54,948,341
    
    
    
    
    
    
    
    54,948,341Foreign currency translation
reserve
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    129,684
    
    
    
    129,684Share-based payment reserve
    
    
    13,254,905
    
    
    
    
    
    
    
    13,254,905
    
    
    
    17,584,974
    
    
    
    
    
    
    
    17,584,974Accumulated loss
    
    
    (60,376,436
    )
    
    
    (1,919,929
    )
    
    
    (62,296,365
    )
    
    
    (73,862,103
    )
    
    
    (2,404,358
    )
    
    
    (76,266,461
    )Total equity
    
    
    4,733,819
    
    
    
    (1,919,929
    )
    
    
    2,813,890
    
    
    
    (1,328,788
    )
    
    
    (2,274,674
    )
    
    
    (3,603,462
    )LiabilitiesNon-current liabilitiesLoans and borrowings
    
    
    9,806,636
    
    
    
    
    
    
    
    9,806,636
    
    
    
    12,967,753
    
    
    
    
    
    
    
    12,967,753Current liabilitiesLoans and borrowings
    
    
    1,892,197
    
    
    
    
    
    
    
    1,892,197
    
    
    
    1,735,663
    
    
    
    
    
    
    
    1,735,663Trade and other payables
    
    
    520,711
    
    
    
    
    
    
    
    520,711
    
    
    
    1,798,839
    
    
    
    
    
    
    
    1,798,839Total current Liabilities
    
    
    2,412,908
    
    
    
    
    
    
    
    2,412,908
    
    
    
    3,534,502
    
    
    
    
    
    
    
    3,534,502Total equity and liabilities
    
    
    16,953,363
    
    
    
    (1,919,929
    )
    
    
    15,033,434
    
    
    
    15,173,467
    
    
    
    (2,274,674
    )
    
    
    12,898,793
  F-41




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##### Table of Contents



Reconciliation of the statement of comprehensive loss
 31 December 2008Effects ofAs reported under
    
    
    transition toprevious GAAP
    
    
    IFRS
    
    
    IFRSRevenue
    
    
    
    
    
    
    
    
    
    
    Cost of sales
    
    
    
    
    
    
    
    
    
    
    Gross loss
    
    
    
    
    
    
    
    
    
    
    Depreciation
    
    
    (61,140
    )
    
    
    
    
    
    
    (61,140
    )Administrative expenses
    
    
    (11,536,001
    )
    
    
    (474,257
    )
    
    
    (12,010,258
    )Other income
    
    
    5,779
    
    
    
    
    
    
    
    5,779Operating loss
    
    
    (11,591,362
    )
    
    
    (474,257
    )
    
    
    (12,065,619
    )Finance income
    
    
    179,119
    
    
    
    
    
    
    
    179,119Finance expenses
    
    
    (2,074,424
    )
    
    
    225,850
    
    
    
    (1,848,574
    )Net finance expense
    
    
    (1,895,305
    )
    
    
    225,850
    
    
    
    (1,669,455
    )Share of loss of equity accounted investees
    
    
    
    
    
    
    (235,022
    )
    
    
    (235,022
    )Loss before income tax
    
    
    (13,486,667
    )
    
    
    (483,429
    )
    
    
    (13,970,096
    )Income tax
    
    
    1,000
    
    
    
    (1,000
    )
    
    
    Loss for the year
    
    
    (13,485,667
    )
    
    
    (484,429
    )
    
    
    (13,970,096
    )Other comprehensive incomeForeign currency translation difference
for foreign operations
    
    
    
    
    
    
    129,684
    
    
    
    129,684Total comprehensive loss for the year
    
    
    (13,485,667
    )
    
    
    (354,745
    )
    
    
    (13,840,412
    )
 Notes
 Basis of Consolidation
     F-42




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##### Table of Contents



Functional Currency
   Share-based payments
   Deferred tax on mineral properties
     40. FAIR VALUE ADJUSTMENTS
 2009
    
    
    2008Market to market adjustment
    
    
    (636,529
    )
    
    
    
  41. COMMITMENTS
 Contracted for
    
    
    10,323,040
    
    
    
    Not yet contracted for
    
    
    21,723,760
    
    
    
    Authorised capital expenditure
    
    
    32,046,800
    
    
    
    
   F-43




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##### Table of Contents



42. EVENTS AFTER THE REPORTING YEAR
   43. EMPLOYEE COSTS
  2009
    
    
    2008Salaries and wages and other benefits
    
    
    39,994,754
    
    
    
    2,675,008Retirement benefit costs
    
    
    296,442
    
    
    
    147,565Medical aid contributions
    
    
    7,434
    
    
    
    8,521Employment termination costs
    
    
    1,793,791
    
    
    
    Share-based compensation  equity settled
    
    
    2,185,812
    
    
    
    5,385,502Share-based compensation  cash settled
    
    
    145,199
    
    
    
    Bonus settled via shares
    
    
    895,625
    
    
    
    45,319,057
    
    
    
    8,216,596
 44. GROUP ENTITIES
  Company
    
    Country of IncorporationN1C Resources Incorporation
    
    Cayman Islands
    
    
    100
    %
    
    
    100
    %Anooraq Minera Mexicana
    
    Mexico
    
    
    100
    %
    
    
    100
    %N2C Resources Incorporation *
    
    Cayman Islands
    
    
    100
    %
    
    
    100
    %Plateau Resources Proprietary Limited *
    
    South Africa
    
    
    100
    %
    
    
    100
    %Bokoni Holdings Proprietary Limited *
    
    South Africa
    
    
    51
    %
    
    
    0
    %Bokoni Mine Proprietary Limited *
    
    South Africa
    
    
    51
    %
    
    
    0
    %Boikgantsho Proprietary Limited *
    
    South Africa
    
    
    51
    %
    
    
    0
    %Kwanda Proprietary Limited *
    
    South Africa
    
    
    51
    %
    
    
    0
    %Ga-Phasha Proprietary Limited *
    
    South Africa
    
    
    51
    %
    
    
    50
    %Lebowa Platinum Mine Limited *
    
    South Africa
    
    
    51
    %
    
    
    0
    %
 *
    
    Indirectly held  F-44




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##### Table of Contents



ITEM 19 EXHIBITS
 1.
    
    
    Articles of the Company. (1)4.01
    
    
    Joint Venture Agreement between PPL and Plateau dated November 25, 2003. (2)4.02
    
    
    Share Exchange Agreement between Pelawan and Anooraq dated January 21, 2004. (2)4.03
    
    
    Shareholders Agreement between Pelawan, Anooraq and the Pelawan Trust made as of
September 19, 2004. (3)4.04
    
    
    Term Loan Agreement between Rustenburg Mines Limited and Plateau Resources (Pty)
Limited signed on October 31, 2006. (4)4.05
    
    
    The Settlement Agreement between Pelawan, Anooraq and the Pelawan Trust made as
of December 28, 2006. (4)4.06
    
    
    Amending Agreement between Pelawan, Anooraq and the Pelawan Trust, dated as of
December 20, 2007. (6)4.07
    
    
    Sale of Concentrate Agreement between RPM and Bokoni, dated December 21, 2007. (6)4.09
    
    
    Phase 3 Implementation Agreement between RPM, Plateau and Holdco dated March 28,
2008, as amended on May 13, 2009. (6)4.10
    
    
    Holdco Sale of Shares Agreement amongst Plateau, RPM and Anglo Platinum, dated
March 28, 2008, as amended on May 13, 2009. (6)4.11
    
    
    Sale of Rights Agreement amongst RPM, Plateau and Boikgantsho Platinum Mine
(Proprietary) Limited, dated March 28, 2008, as amended on May 13, 2009. (6)4.12
    
    
    Sale of Rights Agreement amongst RPM, Plateau and Kwanda Platinum Mine
(Proprietary) Limited (formerly Richtrau No. 207 (Proprietary) Limited), dated
March 28, 2008, as amended on May 13, 2009. (6)4.13
    
    
    Holdco Shareholders Agreement among Plateau Resources and Rustenburg Platinum
Mines and Richtrau 179 (Pty) Ltd dated March 28, 2008. (6)4.14
    
    
    Umbrella Services Agreement amongst Anglo Platinum, Anooraq and Holdco, dated
March 28, 2008. (6)4.15
    
    
    Term Loan Agreement between Rustenburg Mines Limited and Plateau Resources (Pty)
Limited signed on November 23, 2008. (6)4.16
    
    
    Anooraq Shareholders Agreement among Anooraq Resources Corporation and Pelawan
Investments and the Pelawan Trust dated June 12, 2009. (6)4.17
    
    
    Exchange Agreement among Anooraq, Plateau and Central Plaza Investments 78 (Pty)
(to be renamed Pelawan Finance SPV (Pty) Limited) dated June 12, 2009. (6)4.18
    
    
    Global Intercreditor Agreement between Anooraq, Plateau, Micawber 634 (Pty)
Limited and Micawber 603 (Pty) Limited, Rustenburg Platinum Mines Limited,
Standard Chartered Bank and Tumelo Motsisi and Harold Motaung on behalf of the
Pelawan Dividend Trust dated June 12, 2009. (6)4.19
    
    
    Senior Term Loan Facilities Agreement dated June 12, 2009 between Plateau,
Standard Chartered Bank and Micawber 634 (Pty) Limited. (6)
  115




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##### Table of Contents



4.20
    
    
    Standby Loan Facility Agreement between Plateau and Rustenburg Platinum Mines
Limited dated June 12, 2009. (6)4.21
    
    
    RPM Funding Loan Agreement between Rustenburg Platinum Mines Limited and Holdco
dated June 12, 2009. (6)4.22
    
    
    RPM Plateau A Preference Share Subscription Agreement between Plateau, N2C
Resources Inc. and Rustenburg Platinum Mines dated June 12, 2009. (6)4.23
    
    
    Plateau Funding Loan Agreement between Plateau and Holdco dated June 12, 2009. (6)4.24
    
    
    Operating Cash Flow Shortfall Loan Facility Agreement between Plateau and
Rustenburg Platinum Mines Limited dated June 12, 2009. (6)4.25
    
    
    Opco Funding Loan Agreement between Holdco and Richtrau No. 177 (Pty) Limited
dated June 12, 2009. (6)4.26
    
    
    Conversion Implementation Agreement between the Pelawan Trust, Central Plaza
Investments 78 (Pty) (to be remained Pelawan Finance SPV (Pty) Limited), Pelawan
Investments (Pty) Ltd, Anooraq, Plateau and Rustenburg Platinum Mines Limited
dated June 26, 2009. (6)4.27
    
    
    RPM Funding Common Terms Agreement between, inter alia, Rustenburg Platinum Mines
Limited, Plateau, Central Plaza Investments 78 (Pty) Limited and Anooraq dated
June 12, 2009. (6)8.1
    
    
    List of Subsidiaries.11.1
    
    
    Code of Ethics. (2)12.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.12.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.13.1
    
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.13.2
    
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.15.1
    
    
    Corporate Governance Policies and Procedures Manual issued as of November 22,
2007. (5)
 
 (1)
    
    Incorporated by reference to Anooraqs Annual Report on Form 20-F for the year ended October
31, 2000.(2)
    
    Incorporated by reference to Anooraqs Annual Report on Form 20-F for the year ended October
31, 2003.(3)
    
    Incorporated by reference to Anooraqs Annual Report on Form 20-F for the year ended December
31, 2004.(4)
    
    Incorporated by reference to Anooraqs Annual Report on Form 20-F for the year ended December
31, 2006.(5)
    
    Incorporated by reference to Anooraqs Annual Report on Form 20-F for the year ended December
31, 2007.(6)
    
    Incorporated by reference to Anooraqs Annual Report on Form 20-F for the year ended December
31, 2008.  116




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##### Table of Contents



SIGNATURES
  ANOORAQ RESOURCES CORPORATIONDATED: July 2, 2010
    By:
    /s/ DE WET SCHUTTEDe Wet SchutteChief Financial Officer  117




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##### Table of Contents



INDEX TO EXHIBITS
 1.
    
    
    Articles of the Company. (1)4.01
    
    
    Joint Venture Agreement between PPL and Plateau dated November 25, 2003. (2)4.02
    
    
    Share Exchange Agreement between Pelawan and Anooraq dated January 21, 2004. (2)4.03
    
    
    Shareholders Agreement between Pelawan, Anooraq and the Pelawan Trust made as of
September 19, 2004. (3)4.04
    
    
    Term Loan Agreement between Rustenburg Mines Limited and Plateau Resources (Pty)
Limited signed on October 31, 2006. (4)4.05
    
    
    The Settlement Agreement between Pelawan, Anooraq and the Pelawan Trust made as
of December 28, 2006. (4)4.06
    
    
    Amending Agreement between Pelawan, Anooraq and the Pelawan Trust, dated as of
December 20, 2007. (6)4.07
    
    
    Sale of Concentrate Agreement between RPM and Bokoni, dated December 21, 2007. (6)4.09
    
    
    Phase 3 Implementation Agreement between RPM, Plateau and Holdco dated March 28,
2008, as amended on May 13, 2009. (6)4.10
    
    
    Holdco Sale of Shares Agreement amongst Plateau, RPM and Anglo Platinum, dated
March 28, 2008, as amended on May 13, 2009. (6)4.11
    
    
    Sale of Rights Agreement amongst RPM, Plateau and Boikgantsho Platinum Mine
(Proprietary) Limited, dated March 28, 2008, as amended on May 13, 2009. (6)4.12
    
    
    Sale of Rights Agreement amongst RPM, Plateau and Kwanda Platinum Mine
(Proprietary) Limited (formerly Richtrau No. 207 (Proprietary) Limited), dated
March 28, 2008, as amended on May 13, 2009. (6)4.13
    
    
    Holdco Shareholders Agreement among Plateau Resources and Rustenburg Platinum
Mines and Richtrau 179 (Pty) Ltd dated March 28, 2008. (6)4.14
    
    
    Umbrella Services Agreement amongst Anglo Platinum, Anooraq and Holdco, dated
March 28, 2008. (6)4.15
    
    
    Term Loan Agreement between Rustenburg Mines Limited and Plateau Resources (Pty)
Limited signed on November 23, 2008. (6)4.16
    
    
    Anooraq Shareholders Agreement among Anooraq Resources Corporation and Pelawan
Investments and the Pelawan Trust dated June 12, 2009. (6)4.17
    
    
    Exchange Agreement among Anooraq, Plateau and Central Plaza Investments 78 (Pty)
(to be renamed Pelawan Finance SPV (Pty) Limited) dated June 12, 2009. (6)4.18
    
    
    Global Intercreditor Agreement between Anooraq, Plateau, Micawber 634 (Pty)
Limited and Micawber 603 (Pty) Limited, Rustenburg Platinum Mines Limited,
Standard Chartered Bank and Tumelo Motsisi and Harold Motaung on behalf of the
Pelawan Dividend Trust dated June 12, 2009. (6)4.19
    
    
    Senior Term Loan Facilities Agreement dated June 12, 2009 between Plateau,
Standard Chartered Bank and Micawber 634 (Pty) Limited. (6)
  118




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##### Table of Contents



4.20
    
    
    Standby Loan Facility Agreement between Plateau and Rustenburg Platinum Mines
Limited dated June 12, 2009. (6)4.21
    
    
    RPM Funding Loan Agreement between Rustenburg Platinum Mines Limited and Holdco
dated June 12, 2009. (6)4.22
    
    
    RPM Plateau A Preference Share Subscription Agreement between Plateau, N2C
Resources Inc. and Rustenburg Platinum Mines dated June 12, 2009. (6)4.23
    
    
    Plateau Funding Loan Agreement between Plateau and Holdco dated June 12, 2009. (6)4.24
    
    
    Operating Cash Flow Shortfall Loan Facility Agreement between Plateau and
Rustenburg Platinum Mines Limited dated June 12, 2009. (6)4.25
    
    
    Opco Funding Loan Agreement between Holdco and Richtrau No. 177 (Pty) Limited
dated June 12, 2009. (6)4.26
    
    
    Conversion Implementation Agreement between the Pelawan Trust, Central Plaza
Investments 78 (Pty) (to be remained Pelawan Finance SPV (Pty) Limited), Pelawan
Investments (Pty) Ltd, Anooraq, Plateau and Rustenburg Platinum Mines Limited
dated June 26, 2009. (6)4.27
    
    
    RPM Funding Common Terms Agreement between, inter alia, Rustenburg Platinum Mines
Limited, Plateau, Central Plaza Investments 78 (Pty) Limited and Anooraq dated
June 12, 2009. (6)8.1
    
    
    List of Subsidiaries.11.1
    
    
    Code of Ethics. (2)12.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.12.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.13.1
    
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.13.2
    
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.15.1
    
    
    Corporate Governance Policies and Procedures Manual issued as of November 22,
2007. (5)
 
 (1)
    
    Incorporated by reference to Anooraqs Annual Report on Form 20-F for the year ended October
31, 2000.(2)
    
    Incorporated by reference to Anooraqs Annual Report on Form 20-F for the year ended October
31, 2003.(3)
    
    Incorporated by reference to Anooraqs Annual Report on Form 20-F for the year ended December
31, 2004.(4)
    
    Incorporated by reference to Anooraqs Annual Report on Form 20-F for the year ended December
31, 2006.(5)
    
    Incorporated by reference to Anooraqs Annual Report on Form 20-F for the year ended December
31, 2007.(6)
    
    Incorporated by reference to Anooraqs Annual Report on Form 20-F for the year ended December
31, 2008.  119