Filed by Automated Filing Services Inc. (604) 609-0244 - Anooraq Resources Corporation - Exhibit 4a-1





 SHAREHOLDERS AGREEMENT 

 BETWEEN 

 PELAWAN INVESTMENTS (PROPRIETARY) LIMITED 

 AND 

 ANOORAQ RESOURCES CORPORATION 

 AND 

 THE PELAWAN TRUST 

 MADE AS OF 

 SEPTEMBER 19, 2004 




 TABLE OF CONTENTS 

 SHAREHOLDERS AGREEMENT 

	 ARTICLE 1 - INTERPRETATION	 1 
	  	 	 
	 1.01	 DEFINITIONS	 1 
	 1.02	 DEFINITIONS IN THE SHARE EXCHANGE AGREEMENT	 9 
	 1.03	 HEADINGS	 9 
	 1.04	 EXTENDED MEANINGS	 10 
	 1.05	 STATUTORY REFERENCES	 10 
	 1.06	 ACCOUNTING PRINCIPLES	 10 
	 1.07	 CURRENCY	 10 
	 1.08	 RULES OF CONSTRUCTION	 10 
	 1.09	 SCHEDULES	 10 
	  	 	 
	 ARTICLE 2 - MANAGEMENT OF
      ANOORAQ	 11 
	  		
	 2.01	 CARRYING OUT OF THE AGREEMENT	 11 
	 2.02	 DIRECTORS	 11 
	 2.03	 MANAGEMENT AND OFFICERS	 12 
	 2.04	 NOMINATIONS BY HDI	 12 
	 2.05	 AUDITOR	 13 
	  		
	 ARTICLE 3 - FINANCIAL MATTERS	 13 
	  		
	 3.01	 FINANCIAL MANAGEMENT	 13 
	 3.02	 DIVIDENDS BY ANOORAQ	 13 
	 3.03	 ADVANCES TO ANOORAQ	 13 
	 3.04	 CONTRACTING WITH PELAWAN	 13 
	  	 	 
	 ARTICLE 4 - TRANSFER OF CONSIDERATION
      SHARES	 14 
	  		
	 4.01	 RESTRICTIONS ON TRANSFER DURING THE FINANCING
      PERIOD	 14 
	 4.02	 THRESHOLD RETURN ENTITLEMENT	 14 
	 4.03	 BLEED SHARE ENTITLEMENT	 15 
	 4.04	 PRE-EMPTIVE RIGHT	 15 
	 4.05	 LOCK-UP SHAREHOLDING	 16 
	 4.06	 STATUTORY SHAREHOLDING	 17 
	 4.07	 OTHER RESTRICTIONS ON TRANSFER	 17 
	 4.08	 LEGENDS	 18 
	 4.09	 PELAWAN TRUST	 18 
	  		
	 ARTICLE 5 - DILUTIVE FINANCINGS
      FOLLOWING THE FINANCING DATE	 18 
	  	 	 
	 ARTICLE 6 - REPRESENTATIONS
      AND WARRANTIES OF PELAWAN	 19 
	  	 	 
	 ARTICLE 7 - GENERAL	 20 
	  	 	 
	 7.01	 CONFIDENTIALITY	 20 
	 7.02	 INTELLECTUAL PROPERTY	 20 
	 7.03	 FURTHER ASSURANCES	 20 
	 7.04	 BENEFIT OF THE AGREEMENT	 20 
	 7.05	 ENTIRE AGREEMENT	 21 
	 7.06	 AMENDMENTS, WAIVERS AND CONSENTS	 21 
	 7.07	 ASSIGNMENT	 21 
	 7.08	 TERMINATION	 21 
	 7.09	 SEVERABILITY	 21 
	 7.10	 NOTICES	 21 
	 7.11	 GOVERNING LAW	 22 
	 7.12	 ARBITRATION	 22 







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	 7.13  	 ATTORNMENT	 23  
	 7.14  	 COUNTERPARTS	 23  
	 7.15  	 FACSIMILES	 24  







 SHAREHOLDERS AGREEMENT

	 	THIS AGREEMENT is made as of September 19, 2004

	BETWEEN	 
	 	Pelawan Investments (Proprietary) Limited, a corporation
        incorporated under the laws of South Africa

	 	 
	 	(“Pelawan”) 
	 	OF THE FIRST PART 

	- and - 

	 	 
	 	Anooraq Resources Corporation, a corporation incorporated
        under the laws of the Province of British Columbia, Canada

	 	 
	 	(“Anooraq”) 
	 	OF THE SECOND PART 

	- and -

	 	 
	 	The Pelawan Trust, being a trust established in accordance
        with the Trust Deed dated September 2, 2004, the present trustees of which
        are Deneys Reitz Trustees (Proprietary) Limited, Tumelo Moathlodi Motsisi
        and Asna Chris Harold Motaung, 

	 	 
	 	(the “Pelawan Trust”) 
	 	OF THE THIRD PART 



     NOW, THEREFORE, in consideration
  of the premises, covenants and agreements herein contained, and for good and
  valuable consideration (the receipt and sufficiency of which is hereby acknowledged
  by the parties hereto) the parties agree as follows: 

 ARTICLE 1 - INTERPRETATION

	1.01	Definitions


     In this Agreement and in any
  supplement or amendment hereto, unless something in the subject matter or context
  is inconsistent therewith the following terms shall have the following meanings,
  respectively: 

	 	 (a)      	 “Adjustment Consideration Shares” means,
        upon the occurrence of a Dilutive Financing during the Financing Period,
        that number of Common Shares required to ensure, taking into account the
        effect of the Dilutive Financing on the Current 








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	 	 	Shareholding of Pelawan, that the Statutory Shareholding is
      maintained at all times during the Financing Period; 
	 	 	 
	 	 (b)      	 “Affiliate” means an affiliate
        as determined by the provisions of the Company Act (British Columbia);
      

	 
	 	 (c)      	 “Agreement” means this agreement,
        including its recitals and schedules, as amended from time to time; 

	 
	 	 (d)      	 “Angloplat” means Anglo American
        Platinum Corporation Limited (registration number 1946/022452/06), a public
        company incorporated under the laws of South Africa; 

	 
	 	 (e)      	 “Bleed Share Entitlement”
        means the maximum number of Consideration Shares which may, subject to
        any other applicable restrictions, be Transferred by Pelawan, from time
        to time, being: 

	 
	 	 	 (i)      	 during the Financing Period, the higher
        of: 

	 
	 	 	 	 (A)      	 1,250,000 Consideration Shares per calendar quarter;
        or 

	 
	 	 	 	 (B)      	 the number of Consideration Shares equal to 25%
        of the Threshold Return Entitlement from time to time; and 

	 
	 	 	 (ii)      	 following the Finalization Date, 25,000
        Consideration Shares per Trading Day, 

	 
	 	 	 subject to the ability of Pelawan to carry
        forward the unutilized Bleed Share Entitlement from one calendar quarter
        or Trading Day, as the case may be, in accordance with this Agreement;
      

	 
	 	 (f)      	 “Board” means the board of
        directors from time to time of Anooraq; 

	 
	 	 (g)      	 “Business Day” means a day
        other than a Saturday, Sunday or statutory public holiday in British Columbia
        or South Africa; 

	 
	 	 (h)      	 “Cancelled Consideration Shares”
        means the Current Shareholding of Pelawan upon the Finalization Date less
        the Final Consideration Shareholding, subject to Section 2.07 of the Share
        Exchange Agreement; 

	 
	 	 (i)      	 “Closing Date” means the Closing
        Date determined in accordance with Article 1 of the Share Exchange Agreement;
      

	 
	 	 (j)      	 “Commercial Production” means,
        in relation to the Ga-Phasha Project or the Drenthe-Overysel Project (as
        the case may be), the achievement of the throughput rate over a period,
        such rate and period to be defined: 








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	 	 	 (i)      	 in the Ga-Phasha Reporting or the Drenthe-Overysel
        Reporting, as the case may be; or 

	 
	 	 	 (ii)      	 in a resolution of the Disinterested Majority updating
        the rate and period referred to in paragraph (i) above and in the event
        of such resolution, such updated rate and period shall prevail; 

	 

	 	 (k)      	 “Common Shares” means the
        common shares, without par value, in the share capital of Anooraq, being
        Anooraq’s only class of issued and outstanding shares as at the
        Signature Date and all of which rank pari passu among each other;
      

	 
	 	 (l)      	 “Computershare” means Computershare
        Trust Company of Canada, being Anooraq’s transfer agent; 

	 
	 	 (m)      	 “Consideration Shares” means:
      

	 
	 	 	 (i)      	 the Initial Consideration Shares; plus 

	 
	 	 	 (ii)      	 the Adjustment Consideration Shares, if any; plus
      

	 
	 	 	 (iii)      	 the Top-Up Consideration Shares, if any; less 

	 
	 	 	 (iv)      	 the Cancelled Consideration Shares, if any; 

	 
	 	 (n)      	 “Control”, when used with
        respect to any specified person, means the power to direct the management
        and policies of such person, directly or indirectly, whether through the
        ownership of voting Securities, by contract or otherwise; and the terms
        “Controlling” and “Controlled” have corresponding
        meanings; 

	 
	 	 (o)      	 “Current Shareholding” means
        the number of Common Shares held by Pelawan on the particular day for
        determination thereof; 

	 
	 	 (p)      	 “Dilutive Financing” means
        any issue, or for the purposes of Section 2.06(3) of the Share Exchange
        Agreement, any deemed issue, of Securities by Anooraq to a person other
        than Pelawan which results in a reduction, determined on a fully diluted
        basis, of the percentage which the Current Shareholding represents of
        Anooraq’s aggregate issued and outstanding share capital; 

	 
	 	 (q)      	 “Disinterested Majority” means
        a majority of the board of directors of Anooraq, excluding the votes of
        each director who is nominated by Pelawan, but not excluding the votes
        of any director who is nominated by Pelawan and who is: 

	 
	 	 	 (i)      	 an Independent Director; or 

	 
	 	 	 (ii)      	 a director who is also a director or officer of
        HDI; 

	 
	 	 (r)      	 “DME” means the Government of South Africa acting
      through its Department of Minerals and Energy and its successors; 







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	 	 (s)      	 “Drenthe-Overysel Financing”
        means Financial Close in respect of the financing of the Equity Portion
        of all of the expenditures required to be made by Plateau in terms of
        with the Drenthe-Overysel Reporting and in accordance with the Drenthe-Overysel
        Project; 

	 
	 	 (t)      	 “Drenthe-Overysel Project”
        means the joint venture concluded between PPL and Plateau during November,
        2003 in South Africa on the farms Drenthe 778 LR and Overysel 815 LR;
      

	 
	 	 (u)      	 “Drenthe-Overysel Reporting”
        means, in relation to the Drenthe-Overysel Project, the issue of a secondary
        report, such as a scoping study, pre-feasibility study or other study
        into the economics of the mineral reserve, detailing the expenditures
        required in order to achieve Commercial Production; 

	 
	 	 (v)      	 “Equity Portion” means, for
        the purposes of calculating the Final Consideration Shareholding in accordance
        with Section 2.06(3) of the Share Exchange Agreement, that portion of
        the capital expenditure required to be undertaken by Anooraq or any Affiliate
        in accordance with the Ga-Phasha Project or the Drenthe-Overysel Project,
        as the case may be, in order to achieve Commercial Production, which portion
        is: 

	 
	 	 	 (i)      	 not financed by Anooraq or its Affiliates incurring
        debt obligations to third party lenders; and 

	 
	 	 	 (ii)      	 designated by a Disinterested Majority on or prior
        to the date of such calculation; 

	 
	 	 (w)      	 “Financial Close” means the
        date upon which Anooraq or its Affiliates shall have received the net
        proceeds of the aggregate subscription for or purchase of Securities issued
        or sold by Anooraq in order to finance its Equity Portion; 

	 
	 	 (x)      	 “Financing Period” means the
        period from the Closing Date to the Finalization Date (both dates inclusive);
      

	 
	 	 (y)      	 “Finalization Date” means
        the earlier of: 

	 
	 	 	 (i)      	 the first anniversary of the Closing Date; 

	 
	 	 	 (ii)      	 the first date by which both the Drenthe-Overysel
        Financing and the Ga- Phasha Financing shall have occurred; and 

	 
	 	 	 (iii)      	 the Expiry Date in accordance with Section 2.07
        of the Share Exchange Agreement; 

	 
	 	 (z)      	 “Ga-Phasha Financing” means
        Financial Close in respect of the financing of the Equity Portion of all
        of the expenditures required to be made by Anooraq or its Affiliates in
        terms of the Ga-Phasha Reporting and in accordance with the Ga- Phasha
        Project; 








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	 	 (aa)      	 “Ga-Phasha Project” means
        the joint venture described in Schedule B to the Share Exchange Agreement;
      

	 
	 	 (bb)      	 “Ga-Phasha Reporting” means,
        in relation to the Ga-Phasha Project, the issue of a bankable feasibility
        study, detailing the expenditures required in order to achieve Commercial
        Production; 

	 
	 	 (cc)      	 “Grandfather Shareholders Documents”
        means: 

	 
	 	 	 (i)      	 the subscription and shareholders agreement
        attached to the Share Exchange Agreement as Schedule C; and 

	 
	 	 	 (ii)      	 the memorandum and articles of association
        of Pelawan; 

	 
	 	 	 each as amended in accordance with Section 4.06 of the Share
      Exchange Agreement and as further described in Schedule 4.06 thereto. 
	 
	 	 (dd)      	 “HDI” means Hunter Dickinson Inc., a corporation
      incorporated under the laws of Canada; 
	 
	 	 (ee)      	 “HDP” means any of the following persons: 
	 
	 	 	 (i)      	 a natural person who, being otherwise
        legally competent to do so (other than for reasons of legal capacity),
        or any of whose ascendants were, by virtue of their racial classification
        under the political and legal dispensation prevailing in South Africa
        prior to the national elections held in April 1994, prohibited from exercising
        a right to vote in the appointment of representatives to the House of
        Assembly of the erstwhile tricameral parliament of the Republic of South
        Africa or any predecessor thereof; 

	 
	 	 	 (ii)      	 a trust created for the benefit of persons
        of which 52% or more are persons referred to in (i) and/or (ii); or 

	 
	 	 	 (iii)      	 an artificial person: 

	 
	 	 	 	 (A)      	 in which 52% or more of the issued voting shares
        (or other like instruments) are directly or indirectly beneficially owned
        by one or more of the persons referred to in (i), (ii) and/or (iii); and
      

	 
	 	 	 	 (B)      	 whose management and daily business operations are
        under the direct or indirect Control of one or more persons referred to
        in (i); and 

	 

	 	 	 	 (C)      	 at least 52% of whose voting directors are persons
        referred to in (i), 

	 
	 	 	 provided that: 








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	 	 	(iv)	for the purposes of determining the HDP status of Pelawan or
      any of its shareholders from time to time the percentage referred to in
      paragraphs (i), (ii) and (iii) above of this definition shall be 100%; and
    
	 
	 	 	(v)	this definition of “HDP” shall be amended in the
      event that the definition of “Historically disadvantaged person”
      in the Mineral and Petroleum Development Act (South Africa) is altered
      subsequent to the signature date of the Share Exchange Agreement and a Disinterested
      Majority, in their sole discretion, considers such amendment to be in the
      interests of Anooraq; 
	 
	 	 (ff)      	 “Income Tax Act” means the
        Income Tax Act (Canada); 

	 
	 	 (gg)      	 “Independent Director” means
        a director who is: 

	 
	 	 	(i)	 not a member of the management of Anooraq, Pelawan
        or HDI and is free from any interest and any business, family or other
        relationship which could reasonably be perceived to materially interfere
        with the director’s ability to act with a view to the best interests
        of Anooraq, other than interests and relationships arising solely from
        holdings in Anooraq; 

	 
	 	 	(ii)	 not currently, or has not been within the last three
        years, an officer, employee of or material service provider to Anooraq,
        Pelawan, HDI or any of their Affiliates; and 

	 
	 	 	(iii) 	 not a director (or similarly situated individual)
        officer, employee or significant shareholder of an entity that has a material
        business relationship with Anooraq, Pelawan or HDI 

	 
	 	 (hh)      	 “Initial Consideration Shares”
        means 91,200,000 Common Shares; 

	 
	 	 (ii)	 

      “Kwanda Project” means the joint venture concluded between RPM
      and Plateau in South Africa in May, 2002 on the northern limb of the Bushveld
      Complex in South Africa on the farms Ham 699 LR, Gilead 729 LR, Elberfield
      731 LR, Dorstland 768 LR, Gibeon 730 LR, Chlun 735 LR, Swerverskraal 736
      LR, Rondeboschje 295 KR, Cyferkuil 321 KR, Haakdoornkuil 323 KR, Vaalkop
      325 KR and Naboomfontein 320 KR; 
	 
	 	 (jj)	 

      “Lockup Shareholding” means the number of Common Shares equal
      to 52% of the aggregate issued share capital of Anooraq (determined on a
      fully diluted basis) determined from time to time (each such time, the “Calculation
      Date”), provided that in respect of any Calculation Date during the
      Financing Period the aggregate issued share capital of Anooraq shall be
      determined by a Disinterested Majority for these purposes on a fully diluted
      basis: 
	 
	 	 	(i) 	in accordance with Section 1.08 of the Share Exchange
      Agreement; and 







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	 	 	 (ii)      	 by assuming Dilutive Financings to have occurred
        on or prior to such Calculation Date as if the Calculation Date is the
        Finalization Date in accordance with Section 2.06(3) of the Share Exchange
        Agreement; 

	 
	 	 (kk)      	 “Market Price” means the price
        of a Security determined on a mark to market basis using the weighted
        average of the closing price of that Security on the primary Canadian
        exchange on which it is listed for the ten (10) trading days preceding
        the date of determination, such weighted average to be determined by multiplying
        the last trade price of the day by the trading volume for each day in
        question; 

	 
	 	 (ll)      	 “Micawber” means Micawber
        277 (Proprietary) Limited (Registration number 2002/016481/07), a private
        company incorporated under the laws of South Africa; 

	 
	 	 (mm)      	 “Net Threshold Return Shareholding”
        means the number of Consideration Shares comprised by the Threshold Return
        Entitlement, as calculated on the Finalization Date; 

	 
	 	 (nn)      	 “Operating Protocol” means
        the operating protocol of Anooraq, as set out in Schedule 2.02(3). 

	 
	 	 (oo)      	 “Parties” means Anooraq, Pelawan
        and the Pelawan Trust and “Party” means any one of them, as
        the context may indicate; 

	 
	 	 (pp)      	 “Pelawan Dividend Trust Deed”
        means the trust deed dated September 2, 2004 and signed by Pelawan (as
        founder) and Deneys Reitz Trustees (Proprietary) Limited, Tumelo Moathlodi
        Motsisi and Asna Chris Harold Motaung (as trustees) and Anooraq; 

	 
	 	 (qq)      	 “Pelawan Trust Deed” means
        the trust deed dated September 2, 2004 and signed by Pelawan (as founder),
        Deneys Reitz Trustees (Proprietary) Limited, Tumelo Moathlodi Motsisi
        and Asna Chris Harold Motaung (as trustees) and Anooraq; 

	 
	 	 (rr)      	 “Plateau” means Plateau Resources
        (Pty) Limited, a private corporation incorporated under the laws of South
        Africa, being a wholly owned subsidiary of Anooraq; 

	 
	 	 (ss)      	 “PPL” means Potgietersrust
        Platinums Limited (registration number 1925/008353/06), a public company
        incorporated under the laws of South Africa, being a wholly owned subsidiary
        of Angloplat; 

	 
	 	 (tt)      	 “Previous Proceeds” means
        the aggregate gross CAD proceeds realized by Pelawan upon the Transfer
        of any Consideration Shares comprising the Threshold Return Entitlement
        prior to the relevant date for determination; 

	 
	 	 (uu)      	 “Properties” means, collectively,
        the properties forming the subject matter of the Rietfontein Project,
        the Kwanda Project, the Drenthe-Overysel Project and the Ga-Phasha Project;
      








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	 	 (vv)      	 “Release Date” means the earlier
        of: 

	 
	 	 	 (i)      	 the sixth anniversary of the Closing Date; and 

	 
	 	 	 (ii)      	 the first anniversary of the date of achievement
        of Commercial Production in relation to the Ga-Phasha Project and the
        Drenthe-Overysel Project; 

	 
	 	 (ww)      	 “Rietfontein Project” means
        the exploration project conducted by Plateau in South Africa on the farm
        Rietfontein 2 KS and in respect of which Plateau completed an option agreement
        with African Minerals Limited in October, 2001; 

	 
	 	 (xx)      	 “RPM” means Rustenburg Platinum
        Mines Limited (registration number 1931/003380/06), a public company incorporated
        under the laws of South Africa, being a wholly owned subsidiary of Angloplat;
      

	 
	 	 (yy)      	 “SARB” means the Exchange Control
        Department of the South African Reserve Bank; 

	 
	 	 (zz)      	 “Securities” means any instrument
        that signifies title to, or an interest in, the capital, assets, property,
        profits, earnings or royalties of a corporation or that signifies a creditor
        relationship with a corporation (where such instrument is evidenced by
        a document which is transferable by delivery, registration, endorsement
        or any combination of these) and, including: 

	 
	 	 	 (i)      	 an instrument, such as an option, subscription right,
        warrant or convertible security, entitling the holder to acquire some
        other security; and 

	 
	 	 	 (ii)      	 any document evidencing title to, or an interest
        in, a security; 

	 
	 	 (aaa)      	 “Share Exchange Agreement”
        means the share exchange agreement between Pelawan and Anooraq made as
        of January 21, 2004, as amended; 

	 
	 	 (bbb)      	 “Signature Date” means the
        date of the last signature of the Share Exchange Agreement; 

	 
	 	 (ccc)      	 “South Africa” means the Republic
        of South Africa; 

	 
	 	 (ddd)      	 “Statutory Shareholding” means
        the minimum Current Shareholding by Pelawan which is required, in the
        reasonable assessment of Anooraq, from time to time in order for Pelawan
        to qualify as an HDP, which upon the Signature Date constitutes 52% in
        respect of Anooraq and 100% in respect of Pelawan; 

	 
	 	 (eee)      	 “Surplus Pelawan Shareholding” means all Common
      Shares held by Pelawan other than the Statutory Shareholding; 
	 
	 	 (fff)      	 “Target Shares” means the
        50 ordinary shares in the issued and outstanding share capital of Micawber,
        comprising 50% of the issued and outstanding share capital 








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	 	 	 of Micawber upon the Closing Date, together
        with all rights, benefits, entitlements and agreements relating thereto;
      

	 
	 	 (ggg)      	 “Threshold Return Entitlement”
        means the maximum number of Consideration Shares which may, subject to
        any other applicable restrictions, be Transferred by Pelawan from time
        to time during the Financing Period, being: 

	 
	 	 	 (i)      	 the Threshold Return Shareholding; less 

	 
	 	 	 (ii)      	 the number of Consideration Shares determined by
        dividing the Previous Proceeds by the Market Price per Common Share at
        the date of such determination; 

	 
	 	 (hhh)      	 “Threshold Return Shareholdngi”
        that number of Consideration Shares which, at the relevant time for determination
        have an aggregate Market Price equal to $9,875,000; 

	 
	 	 (iii)      	 “Time of Closing” means 7
        a.m. (Pacific Time) on the Closing Date; 

	 
	 	 (jjj)      	 “Top-Up Consideration Shares”
        means the Consideration Shares, if any, issued by Anooraq to Pelawan within
        five Business Days of the Finalization Date in the event that the Surplus
        Pelawan Shareholding is lower than the Net Threshold Return Shareholding,
        in accordance with Section 2.04 of the Share Exchange Agreement; 

	 
	 	 (kkk)      	 “Trading Day” means a day
        on which the TSX Venture Exchange is open for trading; and 

	 
	 	 (lll)      	 “Transfer” means to dispose
        of, transfer, pledge, assign, cede, encumber, mortgage, hypothecate, or
        enter into any contract, option, hedging arrangement or other arrangement
        or understanding with respect to the sale, transfer, pledge, assignment,
        cession or encumbrance of securities and “Transferred” shall
        have an equivalent meaning. 





	1.02	Definitions in the Share Exchange Agreement


     To the extent that any definition
  contained in this Agreement is the same or substantially similar to a definition
  contained in the Share Exchange Agreement (the “Equivalent Definition”),
  should the Share Exchange Agreement be amended after the date of this Agreement
  in such a way that the Equivalent Definition is amended, the definition in this
  Agreement shall be deemed to have been amended in such a way as to make it substantially
  similar to the Equivalent Definition, as amended. 

	1.03	Headings


     The division of this Agreement
  into Articles, Sections and Schedules and the insertion of a table of contents
  and headings are for convenience of reference only and will not affect the construction
  or interpretation of this Agreement. The terms “hereof”, “hereunder”
  and 




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 similar expressions refer to this Agreement and not to any
  particular Article, Section, Schedule or other portion hereof. Unless something
  in the subject matter or context is inconsistent therewith, references herein
  to Articles, Sections and Schedules are to Articles and Sections of and Schedules
  to this Agreement. 

	1.04	Extended Meanings


     In this Agreement words importing
  the singular number only include the plural and vice versa, words importing
  any gender include all genders and words importing persons include individuals,
  corporations, limited and unlimited liability companies, general and limited
  partnerships, associations, trusts, unincorporated organizations, joint ventures
  and governmental authorities. 

	1.05	Statutory References


     In this Agreement, unless something
  in the subject matter or context is inconsistent therewith or unless otherwise
  herein provided, a reference to any statute is to that statute as now enacted
  or as the same may from time to time be amended, re-enacted or replaced and
  includes any regulation made thereunder. 

	1.06	Accounting Principles


     Wherever in this Agreement reference
  is made to a calculation to be made or an action to be taken in accordance with
  generally accepted accounting principles, such reference will be deemed to be
  to the generally accepted accounting principles from time to time approved by
  the Canadian Institute of Chartered Accountants, or any successor institute,
  applicable as at the date on which such calculation or action is made or taken
  or required to be made or taken. 

	1.07	Currency


     All references to “$”,
  “CAD” or “Dollars” herein are to lawful money of Canada.
  All references to “R”, “ZAR” or “Rand” are
  to lawful money of South Africa. 

	1.08	Rules of Construction




	 	(1)	The use of the word “including” followed
        by a specific example or examples shall not be construed as limiting the
        meaning of the general wording preceding it and the eiusdem generis
        rule shall not be applied in the interpretation of such general wording
        or such specific example or examples. 

	 	 	 
	 	(2)	The rule of construction that, in the event of ambiguity,
        the contract shall be interpreted against the Party responsible for the
        drafting or preparation of the Agreement, shall not apply. 





	1.09	Schedules
	 	 
	 	The following describes the Schedules to this Agreement:
      








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	 	Schedule 2.02(1) - Anooraq Board and Management;

	 	 
	 	Schedule 2.02(3) - Anooraq Operating Protocol;

	 	 
	 	Schedule 4.08(1) - Legends; and

	 	 
	 	Schedule 7.02(1) - Confidential and Proprietary Information
        Agreement.



ARTICLE 2 - MANAGEMENT OF ANOORAQ 

	2.01	Carrying out of the Agreement




	 	(1)	Pelawan will, at all times during the currency of
        this Agreement, carry out and cause Anooraq to carry out the provisions
        of this Agreement. 

	 	 	 
	 	(2)	Anooraq and the Pelawan Trust will carry out and
        be bound by the provisions of this Agreement to the full extent that they
        have the capacity and power at law to do so. In the event of any conflict
        between the articles of association of Anooraq and this Agreement, the
        Share Exchange Agreement or the Pelawan Trust Deed, the articles of association
        shall prevail but Pelawan will then exercise the votes relating to its
        Current Shareholding to ensure, to the extent within its power, that the
        articles of association of Anooraq are amended in order to be consistent
        with this Agreement, the Share Exchange Agreement or the Pelawan Trust
        Deed, as the case may be.





	2.02	Directors




	 	(1)	For so long as the Statutory
        Shareholding is required to be held by Pelawan in accordance with this
        Agreement, Pelawan will exercise the board lots relating to its Current
        Shareholding in order to ensure, to the extent within its power, that
        the composition of the Board from the Time of Closing will be as set out
        in Schedule 2.02(1).

	 	 	 	 
	 	(2)	From and after the Time
        of Closing but only for so long as the Statutory Shareholding is required
        to be held by Pelawan in accordance with this Agreement, in addition to
        those persons nominated to be directors of Anooraq by Pelawan who are
        not directors or officers of HDI, which nominations shall be made by Pelawan
        in its sole discretion, Pelawan will nominate that number of persons who
        are existing directors or officers of HDI and that number of Independent
        Directors whom it may, in its sole discretion select, in order to ensure,
        to the extent within its power, the composition of the Board is as provided
        in Section 2.02(1); provided that in the event (the “Deficiency”)
        that if, at any time, the number of existing directors or officers of
        HDI falls below six, then:

	 	 	 	 
	 	 	(a)	Pelawan will request HDI (by written notice) to provide
        Pelawan with a list of the names of that number of persons that is equal
        to such shortfall, such named to be resident in Canada or the United States
        of America and available for appointment to the Board;








 - 12 -

	 	 	(b)	if Pelawan makes the request contemplated in Section
        2.02(2)(a) and such list is provided within five Business Days of the
        delivery of such notice to HDI, Pelawan may, in its sole discretion, nominate
        that number of persons necessary to ensure that the composition of the
        Board is as provided in Section 2.02 either from among the existing directors
        or officers of HDI or from among the persons named in the list described
        in Section 2.02(2)(a), or from among both groups; and

	 	 	 	 
	 	 	(c)	if Pelawan makes the request contemplated in Section
        2.02(2)(a) and such list is not provided within five Business Days of
        the delivery of such notice to HDI, Pelawan may, in its sole discretion,
        nominate that number of persons necessary to ensure that the composition
        of the Board is as provided in Section 2.02 but all references in Schedule
        2.02(1) to persons being directors or officers of HDI shall, for so long
        as Pelawan has not received notice that the Deficiency has been remedied,
        be deemed to be to persons who are residents of Canada or the United States
        of America and available for appointment to the Board.

	 	 	 	 
	 	(3)	Pelawan will exercise the
        board lots relating to its Current Shareholding in order to ensure, to
        the extent within its power, and will procure that those persons nominated
        by it to the Board who are also directors or officers of Pelawan ensure,
        to the extent within their power, that the Board will be governed by the
        Operating Protocol set out in Schedule 2.02(3) .





	2.03 	Management and Officers




	 	(1)	Pelawan will exercise the
        board lots relating to its Current Shareholding in order to ensure, to
        the extent within its power, and will procure that those persons nominated
        by it to the Board who are also directors or officers of Pelawan ensure,
        to the extent within their power, that the composition of the management
        and officers of Anooraq from the Time of Closing will be as set out in
        Schedule 2.02(1).

	 	 	 	 
	 	(2)	In accordance with the composition
        of the management and officers of Anooraq pursuant to Section 2.03(1),
        Pelawan will:

	 	 	 	 
	 	 	(a)	use its reasonable endeavours to procure that the
        Board appoints suitably skilled persons to act as the executives of Anooraq;
        and 

	 	 	 	 
	 	 	(b)	make its respective directors, officers and employees
        available, to the extent reasonably possible, for appointment as the executives
        of Anooraq. 

	 	 	 	 
	 	(3)	Pelawan will exercise the
        board lots relating to its Current Shareholding in order to ensure, to
        the extent within its power, and will procure that those persons nominated
        by it to the Board who are also directors or officers of Pelawan ensure,
        to the extent within their power, that the management and officers of
        Anooraq will be governed by the Operating Protocol set out in Schedule
        2.02(3).





	2.04	Nominations by HDI 


     In the event that any nomination
  of a director, manager or officer of Anooraq which is designated to be made
  by HDI in accordance with this Agreement is not so made in 




 - 13 -

 writing to the Parties by the date (the “Nomination
  Date”) which falls five Business Days prior to the last date for the giving
  of notice of a meeting of the Board or the shareholders of Anooraq at which
  the appointment of any director, manager or officer is to be considered, then
  such nomination may be made by the Pelawan Trust in its sole discretion, but
  subject to the other provisions of this Agreement. In the event that the Pelawan
  Trust fails to make such nomination within three Business Days from and including
  the Nomination Date, such nomination shall be made by Pelawan in its sole discretion,
  but subject to the other provisions of this Agreement. 

	2.05	Auditor


     Pelawan shall in each financial
  year of Anooraq consent to exempt Anooraq from the requirement to appoint an
  auditor of Anooraq pursuant to the provisions of the Company Act (British
  Columbia). 

 ARTICLE 3 - FINANCIAL MATTERS

	3.01	Financial Management


     Pelawan will exercise the board
  lots relating to its Current Shareholding in order to ensure, to the extent
  within its power, and will procure that those persons nominated by it to the
  Board who are also directors or officers of Pelawan ensure, to the extent within
  their power, that the management of the financial affairs and records of Anooraq
  will be governed by the Operating Protocol set out in Schedule 2.02(3) .
  

	3.02	Dividends by Anooraq


     Pelawan will exercise the board
  lots relating to its Current Shareholding in order to ensure, to the extent
  within its power, and will procure that those persons nominated by it to the
  Board who are also directors or officers of Pelawan ensure, to the extent within
  their power, that Anooraq shall declare and pay dividends in accordance with
  the requirements of the Exchange Control Approval, as defined in the Pelawan
  Dividend Trust Deed. 

	3.03	Advances to Anooraq




	 	(1)	Pelawan shall not be obligated to loan any funds
        to Anooraq. If Anooraq requires additional funds, and Pelawan determines
        that it is willing to do so, Pelawan shall loan funds to Anooraq.

	 	 	 
	 	(2)	All advances made by made to Anooraq pursuant to
        this Section 3.03 shall, unless explicitly agreed to the contrary in writing,
        be treated as shareholder loans and shall be unsecured and non-interest
        bearing.





	3.04	Contracting with Pelawan 


     All contracts entered into between
  Anooraq, on the one hand, and Pelawan and/or any of its Affiliates, on the other
  hand, shall only be valid if made under the authority of, or confirmed by, a
  resolution by a Disinterested Majority. 




 - 14 -

 ARTICLE 4 - TRANSFER OF CONSIDERATION SHARES

	4.01	Restrictions on Transfer during the Financing
        Period

	 	 
	 	During the Financing Period, Pelawan may not Transfer:
      





	 	 	 (a)	 subject to (b) and (c) below, any of the Consideration
        Shares other than the Consideration Shares comprising the Threshold Return
        Entitlement; 

	 
	 	 	 (b)	 any of the Consideration Shares where such Transfer
        would result in the Current Shareholding following such Transfer to be
        less than the Statutory Shareholding; or 

	 
	 	 	 (c)	 any Consideration Shares comprising the Threshold
        Return Entitlement during the period between the date of the public announcement
        of a Dilutive Financing and the date upon which such Dilutive Financing
        closes. 





	4.02	Threshold Return Entitlement

	 	 	 	 
	 	(1)	Anooraq shall have an assignable
        call option (the “Call Option”) in respect of the Consideration
        Shares comprising the Threshold Return Entitlement. 

	 	 	 	 
	 	(2)	The Call Option shall entitle
        Anooraq or its assignee to acquire such Consideration Shares, in whole
        or in part and at any time or times during the Financing Period, for a
        purchase consideration per share equal to: 

	 	 	 	 
	 	 	(a)	in respect of any parcel of Consideration Shares
        which would yield gross proceeds of $1,000,000 or more, the Market
        Price determined at the date of closing (“Delivery”) of the
        sale of the Consideration Shares forming the subject matter of the exercise
        of the Call Right, less a discount of up to 10%; or

	 	 	 	 
	 	 	(b)	in respect of any parcel of Consideration Shares
        which would yield gross proceeds of less than $1,000,000, the Market
        Price determined at Delivery.

	 	 	 	 
	 	(3)	Each acquisition of Consideration
        Shares pursuant to this Section 4.02 shall be closed 10 Business Days
        following the delivery by Anooraq of a written notice to Pelawan exercising
        the Call Option.

	 	 	 	 
	 	(4)	Multiple notices of exercise
        of the Call Option in respect of part of the Consideration Shares comprising
        the Threshold Return Entitlement may be delivered during the Financing
        Period.

	 	 	 	 
	 	(5)	The Call Option may be exercised
        only upon the approval of a Disinterested Majority.








 - 15 -

	4.03	Bleed Share Entitlement


     Subject to Section 4.06, Pelawan
  shall not be entitled to Transfer any of the Consideration Shares in excess
  of the Bleed Share Entitlement, provided that: 

	 	 (a)      	 if, during the Financing Period, Pelawan
        has not Transferred its full Bleed Share Entitlement in respect of any
        of Anooraq fiscal quarter, the remaining Bleed Share Entitlement for such
        quarter shall be carried forward to the next such quarter and, thereafter,
        for up to three such quarters during the Financing Period in order that
        Pelawan may sell the lesser of: 

	 
	 	 	 (i)      	 5,000,000 Consideration Shares and 

	 
	 	 	 (ii)      	 the number of Consideration Shares comprising Threshold
        Return Entitlement; and 

	 
	 	 (b)      	 if, following the Finalization Date, Pelawan
        has not Transferred its full Bleed Share Entitlement upon any Trading
        Day, the remaining Bleed Share Entitlement for such day shall be carried
        forward to the next Trading Day and, thereafter, for up to 40 Trading
        Days in order that Pelawan may sell up to 1,000,000 Consideration Shares;
      





	4.04 	Pre-emptive Right


     Should Pelawan wish to Transfer
  all or any of the Consideration Shares comprising the Surplus Pelawan Shareholding,
  other than the Bleed Share Entitlement, Pelawan shall submit an offer (“the
  Offer”) in writing to Anooraq, upon the following terms and conditions:


	 	 (a)      	 the Offer shall: 

	 
	 	 	 (i)      	 be in writing and delivered by Pelawan to Anooraq;
      

	 
	 	 	 (ii)      	 be irrevocable and open for acceptance by Anooraq
        for a period of ten Business Days following the date of receipt of the
        Offer by Anooraq; 

	 
	 	 	 (iii)      	 stipulate a cash price (which shall be expressed
        and payable in CAD) at which Pelawan wishes to sell the offered Consideration
        Shares; provided that such price shall be payable free of set off or other
        deduction against delivery of the certificates in respect of the offered
        Consideration Shares in negotiable form; 

	 
	 	 	 (iv)      	 disclose the identity of the third party, if any,
        to whom Pelawan wishes to Transfer the offered Consideration Shares; and
      

	 
	 	 	 (v)      	 not, save for the above provisions of this Section
        4.04(a), be subject to any other terms or conditions except that: 








 - 16 -

	 	 	  	(A)	 the whole or a part only of the Offer may be accepted;

	 	 	 	 	 
	 	 	  	(B)	 the Offer may be assigned by Anooraq to any third
        party; and 

	 
	 	 	  	(C) 	in the event that the Offer is accepted, delivery
        of the offered Consideration Shares shall be made no later than 30 Business
        Days from the date of acceptance, against payment of the cash price referred
        to in Section 4.04(a)(iii). 

	 
	 	 (b)      	 if an Offer has been made by a third party
        to Pelawan, such Offer shall be accompanied by: 

	 
	 	 	 (i)      	 a written memorandum setting out the
        cash price (which shall be expressed and payable in CAD) (the “Third
        Party Price”) and all other terms and conditions that have been
        offered to Pelawan orally by such third party, if any; and 

	 
	 	 	 (ii)      	 a true and complete copy of any written
        offer made to Pelawan by such third party, if any. 

	 
	 	 (c)      	 should Anooraq not accept the Offer, then
        Pelawan shall be entitled within 30 days after such non-acceptance, to
        sell and transfer all the offered Consideration Shares (but not a part
        only), or any balance of such offered Consideration Shares as remain after
        acceptance by Anooraq of a portion of the offered Consideration Shares,
        but at not less than the Third Party Price and on conditions which are
        not more favourable to the relevant third party than those at which Anooraq
        was entitled to purchase the Consideration Shares under the terms of the
        Offer; and 

	 
	 	 (d)      	 to the extent that Pelawan does not sell
        the offered Consideration Shares pursuant to the provisions of this Section
        4.04, all such provisions shall again apply, mutatis mutandis,
        to the Transfer of the Consideration Shares by Pelawan. 





	4.05	Lock-up Shareholding




	 	(1)	Save as provided in Section 2.07 of the Share Exchange
        Agreement, from the Time of Closing up to and including the Release Date,
        Pelawan may not Transfer any Consideration Shares if such Transfer would
        result in the Current Shareholding of Pelawan following such Transfer
        to be less than the Lockup Shareholding.

	 	 	 
	 	(2)	Pelawan undertakes to Anooraq, the Pelawan Trust
        and all persons who are shareholders of Anooraq from time to time that
        it shall, at all times up to the Release Date, continue to be either the
        sole beneficiary of the Pelawan Trust or the sole beneficial owner of
        the Lockup Shareholding, notwithstanding any amendment which may occur
        during such time to the definition of “HDP” contained
        in Section 1.01. 








 - 17 -

	4.06	Statutory Shareholding


     Save as provided in Section 2.07
  of the Share Exchange Agreement, during the currency of the applicable exploration,
  development and mining permits and licences, mineral leases, prospecting rights
  and mining rights in respect of the Properties which are required in order to
  undertake the Ga-Phasha Project, the Drenthe-Overysel Project, the Kwanda Project
  and the Rietfontein Project (as the case may be), Pelawan shall not be entitled,
  without the prior express written consent of Anooraq, to Transfer any Consideration
  Shares comprising the Statutory Shareholding, unless such Transfer is: 

	 	 (a)      	 to another HDP that:

	 
	 	 	 (i)      	 is approved in writing by the DME and Anooraq (by
        way of a resolution of a Disinterested Majority);

	 
	 	 	 (ii)      	 has agreed to be bound by the terms of this Agreement
        and the Pelawan Trust Deed; and

	 
	 	 	 (iii)      	 has a shareholding structure that is governed by
        agreements upon substantially similar terms to the Grandfather Shareholders
        Documents that will prevent such HDP from losing its status as an HDP;

	 
	 	 (b)      	 approved by the SARB and the South African,
        Canadian and European Union competition authorities, to the extent required
        in each case; and

	 
	 	 (c)      	 effected following the expiry of the Offer
        in accordance with Section 4.04 above, unless such Transfer is in respect
        of the Bleed Share Entitlement.





	4.07	Other Restrictions on Transfer




	 	(1)	The restrictions on Transfer set out in Sections
        4.01, 4.03, 4.04, 4.05 and 4.06 are without prejudice to any other limitations
        on the Transfer of any of the Consideration Shares, including those restrictions
        contained in the Pelawan Trust Deed and any escrow agreement required
        for the TSX Venture Exchange. 

	 	 	 
	 	(2)	Notwithstanding any other provision of this Article
        3, Pelawan may not Transfer any of the Consideration Shares if: 





	 	 	 (a)	 the proposed purchaser or transferee is, directly
        or indirectly, engaged or interested in a business that is the same as
        or substantially similar to or competitive with the business carried on
        by Anooraq; 

	 
	 	 	 (b) 	 as a result, Anooraq would become subject to any
        governmental controls or regulations to which they were not subject prior
        to the proposed Transfer by reason of the nationality or residence of
        the proposed purchaser or transferee; 

	 
	 	 	 (c) 	 as a result, Anooraq would become subject to any
        taxation or additional taxation to which they were not subject prior to
        the proposed Transfer; or 








 - 18 -

	 	 	 (d)	 the proposed Transfer is not permitted by applicable
        law or any term of any agreement or other instrument affecting Anooraq,
        unless any required consent or approval is obtained. 





	4.08 	Legends




	 	(1)	The restrictions on Transfer of the Consideration
        Shares described in this Article 4 shall, where applicable, be recorded
        in legends on the face of the share certificates evidencing the Consideration
        Shares in accordance with Section 2.09 of the Share Exchange Agreement.
        Pro forma samples of the text of such legends is set out in Schedule 4.08(1).
        

	 	 	 
	 	(2)	Pelawan and the Pelawan Trust hereby provide all
        authorizations and consents required in order to procure the issue of
        documentary share certificates in respect of the Consideration Shares
        for so long as those share certificates are required to contain such legends,
        and hereby authorize Anooraq to act as their agent in obtaining such certificates.

	 	 	 
	 	(3)	Anooraq shall deliver to Computershare a Treasury
        Order that contains, inter alia, the legends referred to in Section
        4.08(1).





	4.09	Pelawan Trust 


     All references in this Agreement
  to restrictions on the ability of Pelawan to Transfer or exercise voting rights
  in respect of any Consideration Shares shall be deemed to apply equally, mutatis
  mutandis, to:

	 	 (a)      	 Transfers of, and the exercise of voting rights
        in relation to, the Consideration Shares by the Pelawan Trust; and 

	 	 	 
	 	 (b)      	 Transfers by Pelawan of its rights (vested or otherwise)
        in accordance with the Pelawan Trust Deed. 



 ARTICLE 5 - DILUTIVE FINANCINGS FOLLOWING THE FINANCING
  DATE

	 	(1)	In the event that Anooraq
        undertakes any Dilutive Financings following the Finalization Date which
        have the effect of reducing the Current Shareholding of Pelawan below
        the Lockup Shareholding or the Statutory Shareholding, Anooraq shall be
        entitled, but not obliged, in accordance with the resolution of a Disinterested
        Majority, to issue that number of additional Common Shares to Pelawan
        that is required in order to make the Current Shareholding equal to the
        Lockup Shareholding or Statutory Shareholding, as the case may be. 

	 	 	 	 
	 	(2)	All additional Common Shares
        issued pursuant to this Article 5 shall be held in escrow and shall be
        subject to cancellation, in whole or in part and without the payment of
        any consideration by Anooraq, if the definition of “HDP”
        contained in Section 1.01 is amended following the Finalization Date and:

	 	 	 	 
	 	 	(a)	prior to the Release Date, if such amendment results
        in the Statutory Shareholding being reduced; provided that the Current
        Shareholding following the cancellation of such Common Shares is at least
        equal to the Lockup Shareholding; or 










 - 19 -

	 	 	 (b)      	 following the Release Date or, in the event of any amendment prior to
      the Release Date which is to have effect from the Release Date, if such
      amendment results in the Statutory Shareholding being reduced; provided
      that the Current Shareholding following the cancellation of such Common
      Shares is at least equal to such reduced Statutory Shareholding. 


 ARTICLE 6 - REPRESENTATIONS AND WARRANTIES OF PELAWAN

      Pelawan represents and warrants
  to Anooraq that as at the Signature Date (save as provided under the Share Exchange
  Agreement) and as at the Closing Date: 

	 	 (a)	 Pelawan is a private company duly incorporated,
        organized and subsisting under the laws of South Africa; 

	 
	 	 (b)	 Pelawan has good and sufficient power,
        authority and right to enter into and deliver this Agreement and to complete
        the transactions to be completed by Pelawan contemplated hereby; 

	 
	 	 (c)	 Pelawan is an HDP and there are no agreements,
        options in existence, or securities in issue, which may result in the
        Pelawan ceasing to be an HDP at any time in the future; 

	 
	 	 (d)	 the registered and beneficial shareholders
        of Pelawan and, to the extent that any such shareholders are trusts or
        artificial persons, the beneficiaries of such trusts and the registered
        and beneficial shareholders of such artificial persons, are the HDPs identified
        in the Grandfather Shareholders Documents; 

	 
	 	 (e)	 as at the Closing Date, Pelawan has good
        and sufficient power, authority and right to enter into and deliver the
        this Agreement; 

	 
	 	 (f)	 there is no contract, option or any other
        right of another binding upon or which at any time in the future may become
        binding upon Pelawan to Transfer any of the Consideration Shares other
        than pursuant to the provisions of the Share Exchange Agreement, this
        Agreement or the Pelawan Trust Deed; and 

	 
	 	 (g)	 neither the entering into nor the delivery
        of this Agreement nor the completion of the transactions contemplated
        hereby by Pelawan will result in the violation of: 

	 
	 	 	 (i)	 any of the provisions of the memorandum and articles
        of association of Pelawan; 

	 
	 	 	 (ii)	 any agreement or other instrument to which Pelawan
        is a party or by which Pelawan is bound; or 

	 
	 	 	 (iii)	 any applicable law, rule or regulation. 








 - 20 -

 ARTICLE 7 - GENERAL

	7.01	Confidentiality


     Pelawan may not, without the
  prior written consent of Anooraq, at any time while Pelawan is a shareholder
  of Anooraq and after Pelawan ceases to be a shareholder of Anooraq, disclose
  to anyone or use for any purpose other than for the business of Anooraq any
  confidential information concerning the business and affairs of Anooraq and
  will hold all such information in strictest confidence, except as may be required
  to comply with any applicable law, governmental or regulatory authority, rule,
  regulation or order, including the filings and disclosures required under securities
  laws. 

	7.02	Intellectual Property




	 	(1)	In accordance with the composition of the Board as
        provided in Section 2.02(1), Pelawan will procure that those persons nominated
        by it to be directors of Anooraq who are not directors or officers of
        HDI shall, prior to acting as directors of Anooraq, enter into a Confidential
        and Proprietary Information Agreement in substantially the form attached
        as Schedule 7.02(1) (a “CPI Agreement”).

	 	 	 
	 	(2)	In accordance with the composition of the management
        and officers of Anooraq as provided in Section 2.03(1), Pelawan will procure
        that all those persons appointed by it to be senior officers of Anooraq
        and such senior management staff of Anooraq who have access to Confidential
        Information (as defined in the CPI Agreement) and who are not directors,
        officers or employees of HDI shall enter into a CPI Agreement, prior to
        acting as senior officers and/or management of Anooraq, as the case may
        be.

	 	 	 
	 	(3)	In addition to the persons who Pelawan will procure
        to enter into a CPI Agreement pursuant to Sections 7.02(1) and 7.02(2),
        the Board may, by a resolution by a Disinterested Majority, determine
        that any employee of Pelawan or its Affiliates is a person whom the Board
        wishes to have enter into a CPI Agreement, and, in such event, Pelawan
        will procure that such employee shall enter into a CPI Agreement within
        10 Business Days of such resolution.





	7.03	Further Assurances


      Each of the Parties will from
  time to time execute and deliver all such further documents and instruments
  and do all acts and things as another party may reasonably require to effectively
  carry out or better evidence or perfect the full intent and meaning of this
  Agreement. 

	7.04	Benefit of the Agreement


     This Agreement will enure to
  the benefit of and be binding upon the respective heirs, executors, administrators,
  other legal representatives, successors and permitted assigns of the Parties.





 - 21 -

	7.05	Entire Agreement


     This Agreement constitutes the
  entire agreement between the Parties with respect to the subject matter hereof
  and cancels and supersedes any prior understandings and agreements between the
  Parties with respect thereto. There are no representations, warranties, terms,
  conditions, undertakings or collateral agreements, express, implied or statutory,
  between the Parties other than as expressly set forth in this Agreement. 

	7.06	Amendments, Waivers and Consents




	 	(1)	No amendment to this Agreement will be valid or binding
        unless set forth in a written agreement of the Parties.

	 	 	 
	 	(2)	No waiver by Anooraq of any breach of any provision
        of this Agreement and no consent granted hereunder by Anooraq will be
        effective or binding unless confirmed by a resolution by a Disinterested
        Majority and approved in writing by the Pelawan Trust. 





	7.07	Assignment


      Except as may be expressly provided
  in this Agreement, none of the Parties may assign such Party’s rights
  or obligations under this Agreement without the prior written consent of the
  other Parties. 

	7.08	Termination


     This Agreement will terminate
  upon the falling away of the restrictions on the Transfer by Pelawan of any
  of the Consideration Shares contained in Sections 4.05 and 4.06. 

	7.09	Severability


     If any provision of this Agreement
  is determined to be invalid or unenforceable in whole or in part, such invalidity
  or unenforceability will attach only to such provision or part thereof and the
  remaining part of such provision and all other provisions hereof will continue
  in full force and effect. 

	7.10	Notices


     Any demand, notice or other communication
  to be given in connection with this Agreement shall be given in writing and
  shall be given by personal delivery, by registered mail or by electronic means
  of communication addressed to the recipient as follows: 

	 	To Anooraq:
	 	 
	 	Ronald W. Thiessen, CEO & President; and
	 	Jeffrey R. Mason, CFO
	 	Anooraq
	 	1020 – 800 West Pender Street
	 	Vancouver, B.C. V6C 2V6







 - 22 -

	 	Facsimile No.: (604) 684-8092
	 	 
	 	To Pelawan:
	 	 
	 	Tumelo Motsisi
	 	Executive Chairman
	 	First Floor, Northeast Wing
	 	43 Wierda Road West
	 	Wierda Valley, Sandton
	 	South Africa 2196
	 	 
	 	Facsimile No.: (011) 883 0836 
	 	 
	 	To The Pelawan Trust: 
	 	 
	 	Deneys Reitz Trustees (Proprietary) Limited
	 	82 Maude Street
	 	Sandton
	 	South Africa
	 	 
	 	Attention: André Visser
	 	 
	 	Facsimile No.: +2711 535 5242


     or to such other address, individual
  or electronic communication number as may be designated by notice given by any
  Party to the others. Any demand, notice or other communication given by personal
  delivery shall be conclusively deemed to have been given on the day of actual
  delivery thereof and, if given by registered mail, on the fifth Business Day
  following the deposit thereof in the mail and, if given by electronic communication,
  on the day of transmittal thereof if given during the normal business hours
  of the recipient and on the Business Day during which such normal business hours
  next occur if not given during such hours on any day. If the Party giving any
  demand, notice or other communication knows or ought reasonably to know of any
  difficulties with the postal system which might affect the delivery of mail,
  any such demand, notice or other communication shall not be mailed but shall
  be given by personal delivery or by electronic communication 

	7.11	Governing Law


     This Agreement is governed by
  and will be construed in accordance with the laws of the Province of British
  Columbia and the laws of Canada applicable therein. 

	7.12	Arbitration




	 	(1)	The Parties agree to submit to the process of mediation
        with a duly qualified commercial mediator, all disputes arising out of
        or in connection with this Agreement. If any such disputes are not resolved
        through mediation the matter in dispute shall be referred to and finally
        resolved by arbitration under the International Commercial Arbitration
        Rules of 








 - 23 -

 Procedure (the “Arbitration Rules”) of the British
  Columbia International Commercial Arbitration Centre (the “Arbitration
  Centre”). The appointing authority shall be the Arbitration Centre. The
  case shall be administered by the Arbitration Centre in accordance with the
  Arbitration Rules.

	 	(2)	The arbitration shall be conducted in the English
        language and the arbitration shall take place in Vancouver, British Columbia,
        Canada.

	 	 	 
	 	(3)	Any arbitration award made pursuant to this Section
        7.12 shall be final and binding on all the Parties hereto and may be enforced
        in any court of competent jurisdiction. Any report prepared by any arbitration
        panel constituted hereunder shall be delivered to each of the Parties.
      

	 	 	 
	 	(4)	Each Party shall continue performance of its obligations
        under this Agreement while the arbitration procedures of Section 7.12
        are implemented.





	7.13	Attornment 


     For the purpose of all legal
  proceedings this Agreement shall be deemed to have been performed in the Province
  of British Columbia and the courts of the Province of British Columbia shall
  have jurisdiction to entertain any action arising under this Agreement. The
  Parties each hereby attorns to the jurisdiction of the courts of the Province
  of British Columbia. Pelawan hereby nominates, constitutes and appoints Fasken
  Martineau LLP, Barristers and Solicitors, of the City of Vancouver its true
  and lawful attorney, to act as such, and to sue and be sued, plead or be impleaded
  in any court in the Province of British Columbia, and generally on behalf of
  Pelawan and within British Columbia to accept service of process, and to receive
  all lawful notices. Until due and lawful notice of the appointment of another
  and subsequent attorney in the Province of British Columbia has been given to
  and accepted by Pelawan, service of process or of papers and notices upon Pelawan
  shall be accepted by Pelawan as sufficient service in the premises. 

	7.14	Counterparts


     This Agreement may be executed
  in any number of counterparts, each of which will be deemed to be an original
  and all of which taken together will be deemed to constitute one and the same
  instrument. 




 - 24 -

	7.15	Facsimiles


     Delivery of an executed signature
  page to this Agreement by any Party by electronic transmission will be as effective
  as delivery of a manually executed copy of the Agreement by such Party. 

      IN WITNESS WHEREOF the parties
  have executed this Agreement.

	 	 Pelawan Investments (Proprietary) Limited	  
	 	 	 	 
	 	 Per:  	 	 c/s  
	 	              
          	Tumelo Moathlodi Motsisi	  
	 	  	 	 
	 	 Anooraq Resources Corporation  	  
	 	 	 	 
	 	 Per:  	 	  
	 	  	Ronald W. Thiessen	  
	 	  	 	 c/s  
	 	  	Jeffrey R. Mason	  
	 	 	 
	 	 The Pelawan Trust  	  
	 	 	 	 
	 	 Per:  	 	  
	 	  	Tumelo Moathlodi Motsisi	  
	 	  	 	 
	 	  	Asna Chris Harold Motaung	  







 SCHEDULE 2.02(1) 



 * Independent Director, who is resident in South Africa, to be jointly nominated
  by Pelawan and HDI, subject to Section 2.04 # Directors nominated by Pelawan
  to be person who is also a director or officer of HDI, subject to Section 2.02(2)
  Note: Board to be composed of a majority of persons who are HDPs



 # These positions, subject to the note which follows, to be held by persons
  who are also HDI directors, officers or employees. * These positions to be held
  by persons who are also HDI directors, officers or employees up to the Finalization
  Date. Thereafter, persons who are resident in South Africa will be sought to
  fill these positions (with a stipulated time period). 




 SCHEDULE 2.02(3) 

 ANOORAQ OPERATING PROTOCOL 




 - 2 -

 SCHEDULE 4.08(1) 

 LEGENDS 

     (1) In accordance with Section 2.09(2) of the
  Share Exchange Agreement:  

	 	 (a) 	 a share certificate evidencing that number of Initial Consideration
      Shares comprising the Lockup Shareholding at the Closing Date,
		 	  
	 	 (b) 	 a share certificate evidencing that number of Initial Consideration
      Shares comprising the Threshold Return Shareholding at September 17, 2004,
      and
		 	  
	 	 (c) 	 a share certificate evidencing the balance of the Initial
      Consideration Shares, which balance consists of number of the Initial Consideration
      Shares less the sum of the number of Initial Consideration Shares comprising
      the Lockup Shareholding at the Closing Date and the number of Consideration
      Shares comprising the Threshold Return Shareholding at the Closing Date, 




shall bear the following legends in a conspicuous location on its face:
 “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES
  SHALL NOT TRADE THE SECURITIES BEFORE JANUARY 28, 2005.” 

 “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE (THE “EXCHANGE”)
  AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED
  BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE
  TRADED ON OR THROUGH THE FACILITIES OF THE EXCHANGE OR OTHERWISE IN CANADA OR
  TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL JANUARY 28, 2005.”
  

      (2) In accordance with Section 2.09(2) of the
  Share Exchange Agreement, each share certificate evidencing any Adjustment Consideration
  Shares shall bear the following legend in a conspicuous location on its face:


 “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES
  SHALL NOT TRADE THE SECURITIES BEFORE JANUARY 28, 2005.” 

 “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE (THE “EXCHANGE”)
  AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED
  BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE
  TRADED ON OR THROUGH THE FACILITIES OF THE EXCHANGE OR OTHERWISE IN CANADA OR
  TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL JANUARY 28, 2005.”
  




 - 3 - 

 provided that, if the date upon which such certificate is issued falls on
  or after January 28, 2005, such certificate shall not bear any legend. 

     (3) In accordance with Section 2.09(3) of the
  Share Exchange Agreement:  

	 	 (a) 	 a share certificate evidencing that number of Initial Consideration
      Shares comprising the Lockup Shareholding at the Closing Date, and
		 	  
	 	 (b) 	 a share certificate evidencing the balance of the Initial
      Consideration Shares, which balance consists of number of the Initial Consideration
      Shares less the sum of the number of Initial Consideration Shares comprising
      the Lockup Shareholding at the Closing Date and the number of Consideration
      Shares comprising the Threshold Return Shareholding at the Closing Date,




shall bear the following legend in a conspicuous location on its face:
 “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO (A) CANCELLATION IN
  ACCORDANCE WITH SECTION 2.05 OF THE SHARE EXCHANGE AGREEMENT MADE AS OF JANUARY
  21, 2004 BETWEEN PELAWAN INVESTMENTS (PROPRIETARY) LIMITED (“PELAWAN”)
  AND ANOORAQ RESOURCES CORPORATION (“ANOORAQ”) AND AS AMENDED, AND
  (B) THE TRANSFER RESTRICTIONS SET OUT IN ARTICLE 4 OF THE SHAREHOLDERS AGREEMENT
  MADE DURING OR ABOUT SEPTEMBER, 2004 BETWEEN PELAWAN, ANOORAQ AND THE PELAWAN
  TRUST (BEING A TRUST ESTABLISHED IN ACCORDANCE WITH THE TRUST DEED DATED SEPTEMBER
  2, 2004 BETWEEN PELAWAN, DENEYS REITZ TRUSTEES (PROPRIETARY) LIMITED, TUMELO
  MOATHLODI MOTSISI, ASNA CHRIS HAROLD MOTAUNG AND ANOORAQ).” 

      (4) In accordance with Section 2.09(4)(a) of
  the Share Exchange Agreement, the first of the two certificates resulting from
  the split of the share certificate referred to in Section 2.09(1)(c) of the
  Share Exchange Agreement shall bear the following legend in a conspicuous location
  on its face: 

 “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES
  SHALL NOT TRADE THE SECURITIES BEFORE JANUARY 28, 2005.” 

 “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE (THE “EXCHANGE”)
  AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED
  BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE
  TRADED ON OR THROUGH THE FACILITIES OF THE EXCHANGE OR OTHERWISE IN CANADA OR
  TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL JANUARY 28, 2005.”


 “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO (A) CANCELLATION IN
  ACCORDANCE WITH SECTION 2.05 OF THE SHARE 




 - 4 - 

 EXCHANGE AGREEMENT MADE AS OF JANUARY 21, 2004 BETWEEN PELAWAN INVESTMENTS
  (PROPRIETARY) LIMITED (“PELAWAN”) AND ANOORAQ RESOURCES CORPORATION
  (“ANOORAQ”) AND AS AMENDED, AND (B) THE TRANSFER RESTRICTIONS SET
  OUT IN ARTICLE 4 OF THE SHAREHOLDERS AGREEMENT MADE DURING OR ABOUT SEPTEMBER,
  2004 BETWEEN PELAWAN, ANOORAQ AND THE PELAWAN TRUST (BEING A TRUST ESTABLISHED
  IN ACCORDANCE WITH THE TRUST DEED DATED SEPTEMBER 2, 2004 BETWEEN PELAWAN, DENEYS
  REITZ TRUSTEES (PROPRIETARY) LIMITED, TUMELO MOATHLODI MOTSISI, ASNA CHRIS HAROLD
  MOTAUNG AND ANOORAQ).” 

 provided that, if the date upon which such certificate is issued falls on
  or after January 28, 2005, such certificate shall bear, instead of the legend
  referred to above, the following legend in a conspicuous location on its face:


 “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO (A) CANCELLATION IN
  ACCORDANCE WITH SECTION 2.05 OF THE SHARE EXCHANGE AGREEMENT MADE AS OF JANUARY
  21, 2004 BETWEEN PELAWAN INVESTMENTS (PROPRIETARY) LIMITED (“PELAWAN”)
  AND ANOORAQ RESOURCES CORPORATION (“ANOORAQ”) AND AS AMENDED, AND
  (B) THE TRANSFER RESTRICTIONS SET OUT IN ARTICLE 4 OF THE SHAREHOLDERS AGREEMENT
  MADE DURING OR ABOUT SEPTEMBER, 2004 BETWEEN PELAWAN, ANOORAQ AND THE PELAWAN
  TRUST (BEING A TRUST ESTABLISHED IN ACCORDANCE WITH THE TRUST DEED DATED SEPTEMBER
  2, 2004 BETWEEN PELAWAN, DENEYS REITZ TRUSTEES (PROPRIETARY) LIMITED, TUMELO
  MOATHLODI MOTSISI, ASNA CHRIS HAROLD MOTAUNG AND ANOORAQ).” 

      (5) In accordance with Section 2.09(4)(b) of
  the Share Exchange Agreement, the second of the two certificates resulting from
  the split of the share certificate referred to in Section 2.09(1)(c) of the
  Share Exchange Agreement shall bear the following legend in a conspicuous location
  on its face: 

 “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES
  SHALL NOT TRADE THE SECURITIES BEFORE JANUARY 28, 2005.” 

 “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE (THE “EXCHANGE”)
  AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED
  BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE
  TRADED ON OR THROUGH THE FACILITIES OF THE EXCHANGE OR OTHERWISE IN CANADA OR
  TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL JANUARY 28, 2005.”
  

 provided that, if the date upon which such certificate is issued falls on
  or after January 28, 2005, such certificate shall not bear any legend. 




 - 5 - 

      (6) In accordance with Section 2.09(5) of the
  Share Exchange Agreement, the replacement share certificate evidencing that
  number of Consideration Shares equal to the Shortfall, as that term is defined
  in Section 2.09(5) of the Share Exchange Agreement, shall bear the following
  legend in a conspicuous location on its face: 

 “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO (A) CANCELLATION IN
  ACCORDANCE WITH SECTION 2.05 OF THE SHARE EXCHANGE AGREEMENT MADE AS OF JANUARY
  21, 2004 BETWEEN PELAWAN INVESTMENTS (PROPRIETARY) LIMITED (“PELAWAN”)
  AND ANOORAQ RESOURCES CORPORATION (“ANOORAQ”) AND AS AMENDED, AND
  (B) THE TRANSFER RESTRICTIONS SET OUT IN ARTICLE 4 OF THE SHAREHOLDERS AGREEMENT
  MADE DURING OR ABOUT SEPTEMBER, 2004 BETWEEN PELAWAN, ANOORAQ AND THE PELAWAN
  TRUST (BEING A TRUST ESTABLISHED IN ACCORDANCE WITH THE TRUST DEED DATED SEPTEMBER
  2, 2004 BETWEEN PELAWAN, DENEYS REITZ TRUSTEES (PROPRIETARY) LIMITED, TUMELO
  MOATHLODI MOTSISI, ASNA CHRIS HAROLD MOTAUNG AND ANOORAQ).” 

      (7) In accordance with Section 2.09(6) of the
  Share Exchange Agreement, the replacement share certificate evidencing that
  number of Consideration Shares equal to the Statutory Shareholding upon the
  Release Date shall bear the following legend in a conspicuous location on its
  face: 

 “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO (A) CANCELLATION IN
  ACCORDANCE WITH SECTION 2.05 OF THE SHARE EXCHANGE AGREEMENT MADE AS OF JANUARY
  21, 2004 BETWEEN PELAWAN INVESTMENTS (PROPRIETARY) LIMITED (“PELAWAN”)
  AND ANOORAQ RESOURCES CORPORATION (“ANOORAQ”) AND AS AMENDED, AND
  (B) THE TRANSFER RESTRICTIONS SET OUT IN SECTION 4.06 OF THE SHAREHOLDERS AGREEMENT
  MADE DURING OR ABOUT SEPTEMBER, 2004 BETWEEN PELAWAN, ANOORAQ AND THE PELAWAN
  TRUST (BEING A TRUST ESTABLISHED IN ACCORDANCE WITH THE TRUST DEED DATED SEPTEMBER
  2, 2004 BETWEEN PELAWAN, DENEYS REITZ TRUSTEES (PROPRIETARY) LIMITED, TUMELO
  MOATHLODI MOTSISI, ASNA CHRIS HAROLD MOTAUNG AND ANOORAQ).” 




 - 6 - 

 SCHEDULE 7.02(1) 

 CONFIDENTIAL AND PROPRIETARY
  INFORMATION AGREEMENT 

 THIS AGREEMENT is between Anooraq Resources Corporation (“Anooraq”)
  and the person signing below (the “Other Party”). 

NOW THEREFORE in consideration of a payment of $1.00 to The Other Party
  by Anooraq and for good and valuable consideration, (the receipt and sufficiency
  of which is hereby acknowledged by the Other Party), the Other Party agrees
  as follows: 

 1. In this Agreement, “Confidential Information” means
  trade secrets and other information, in the possession of Anooraq and/or owned
  by Anooraq or companies affiliated, associated or related to Anooraq that is
  not generally known to the public. It includes, without limitation, all Developments,
  source code and related documentation, financial information, legal, corporate,
  marketing, product, research results, technical, manufacturing, personnel, customer
  and supplier information and any other information, in whatever form or media,
  specifically identified as confidential by Anooraq, or the nature of which is
  such that it would generally be considered confidential in the industry in which
  Anooraq operates, or which Anooraq is obligated to treat as confidential or
  proprietary. In this Agreement, “Developments” means all
  inventions, improvements, discoveries, formulae, processes, ideas, algorithms,
  deliverables, computer software, and any other direct or indirect results of
  the services performed by the Other Party for Anooraq or as a result of discussions
  or meetings held by the Other Party by or in respect of the Anooraq (including,
  where applicable, all scripts, models, specifications, source code, design documents,
  creations, artwork, text, graphics, photos, pictures, and music). 

 2. The Other Party acknowledges that in order to enable the Other Party to
  perform his/her services properly, Anooraq will disclose to the Other Party,
  or allow the Other Party access to, Confidential Information. The Other Party
  further acknowledges that this information is of significant value to Anooraq.
  The Other Party acknowledges that Confidential Information is and shall be the
  sole and exclusive property of Anooraq or its designate and that the Other Party
  shall not acquire any right, title or interest in or to any Confidential Information.

 3. The Other Party shall keep all Confidential Information strictly confidential
  and shall take all necessary precautions against unauthorized disclosure of
  the Confidential Information. Without limitation, the Other Party shall not
  directly or indirectly, disclose, allow access to, transmit or transfer the
  Confidential Information to a third party without Anooraq’s written consent.


 4. The Other Party shall not use or reproduce Confidential Information, in
  any manner, except as reasonably required to provide the agreed services to
  Anooraq. The Other Party shall ensure that any such copies of Confidential Information
  are clearly marked, or otherwise identified as confidential and proprietary
  to Anooraq, and that all Confidential Information and copies thereof are stored
  in a secure location while in the Other Party’s possession, control, charge
  or custody. 

 5. Upon termination or expiration of the relationship between the Anooraq
  and the Other Party, or at any time upon request by Anooraq, the Other Party
  shall immediately deliver up to Anooraq, at the Other Party’s own expense
  and risk, all Confidential Information and all copies thereof, and all other
  materials, documents, information, contracts, equipment, materials and property
  in the Other Party’s possession, charge, control, or custody, which are
  owned by, or related in any way to the business or affairs of Anooraq.

 6. Anooraq shall be the exclusive owner of the Developments and of all intellectual
  property rights in and to such Developments and the Other Party agrees to make
  full and prompt disclosure of all Developments to Anooraq. The Other Party hereby
  assigns to Anooraq, effective upon creation, all right, title and interest throughout
  the world and universe, including without limitation, all copyrights, trade-marks,
  trade secrets, patent rights, and any other intellectual property right in and
  to each Development, effective at the time each is created. The Other Party
  covenants that it shall not at any time directly or indirectly, contest or assist
  any third party to contest, Anooraq’s ownership of the Developments and
  any intellectual property rights related thereto. 

 7. The Other Party hereby waives his/her moral rights in each Development,
  including, without limitation, the right to the integrity of the Development,
  the right to be associated with the Development, the right to restrain or claim
  damages for any distortion, mutilation or other modification of the Development,
  and the right to restrain the use or reproduction of the Development in any
  context and in connection with any product, service, cause or institution, effective
  at the time the particular Development is created. 

 8. The Other Party agrees to cooperate fully with Anooraq, both during and
  after the termination of this Agreement, with respect to signing further documents
  and doing such acts and other things reasonably requested by Anooraq to confirm
  the transfer of ownership of the Developments, the waiver of his/her moral rights
  therein, and to obtain or enforce rights in respect thereof. The Other Party
  shall not receive any consideration or royalties in respect of such transfer
  of ownership, provided that the expense of obtaining or enforcing intellectual
  property protection shall be borne by Anooraq.




 - 2 - 

 9. The Other Party agrees that he/she shall not use any employees or other
  persons to provide any services to Anooraq unless such employee(s) or other
  person(s) deliver a written form of confidentiality and proprietary information
  agreement to Anooraq prior to the commencement of any such services in a form
  approved by Anooraq.

 10. This Agreement is governed by and will be construed in accordance with
  the laws of the Province of British Columbia and the laws of Canada applicable
  therein. 

 DATED this ______ day of _______________ , •.


 OTHER PARTY: 

 __________________________________

  (signature of the Other Party) 

 __________________________________

  (print name of the Other Party) 




 - 3 - 

 AMENDED SCHEDULE 2.02(3) 

 ANOORAQ RESOURCES CORPORATION 

 Operating Protocol 

 TABLE OF CONTENTS 

	 ARTICLE 1 BOARD OF DIRECTORS  	 2  
	  
	      1.01  	 COMPOSITION OF THE BOARD OF DIRECTORS  	 2  
	      1.02  	 ATTENDANCE AT ANNUAL GENERAL MEETINGS  	 3  
	  
	 ARTICLE 2 MANAGEMENT COMMITTEE  	 3  
	  
	      2.01  	 THE MANAGEMENT COMMITTEE  	 3  
	      2.02  	 COMPOSITION OF THE MANAGEMENT COMMITTEE  	 3  
	      2.03  	 ALTERNATE MANAGEMENT COMMITTEE MEMBERS  	 3  
	      2.04  	 CO-OPTION  	 3  
	      2.05  	 MEETINGS (PROCEDURAL)  	 4  
	      2.06  	 CHAIRPERSON  	 4  
	      2.07  	 QUORUM  	 5  
	      2.08  	 REMUNERATION  	 5  
	      2.09  	 SUB-COMMITTEES  	 5  
	      2.10  	 DUTIES AND RESPONSIBILITIES OF THE MANAGEMENT COMMITTEE 
    	 5  
	  
	 ARTICLE 3 MANAGEMENT COMMITTEE SUB COMMITTEES 
    	 7  
	  
	      3.01  	 BANKABLE FEASIBILITY STUDY COMMITTEE  	 7  
	      3.02  	COMPOSITION OF THE BANKABLE FEASIBILITY STUDY COMMITTEE 
    	 7  
	      3.03  	 ALTERNATE BANKABLE FEASIBILITY STUDY COMMITTEE MEMBERS 
    	 7  
	      3.04  	 MEETINGS (PROCEDURAL)  	 8  
	      3.05  	 CHAIRPERSON  	 9  
	      3.06  	 QUORUM  	 9  
	      3.07  	 DUTIES AND RESPONSIBILITIES OF THE BANKABLE FEASIBILITY STUDY
      COMMITTEE  	 9  
	      3.08  	 REMUNERATION  	 10  
	      3.09  	 REPORT BACK  	 10  
	      3.10  	 THE EXPLORATION COMMITTEE  	 10  
	      3.11  	 COMPOSITION OF THE EXPLORATION COMMITTEE  	 10  
	      3.12  	 ALTERNATE EXPLORATION COMMITTEE MEMBERS  	 10  
	      3.13  	 MEETINGS (PROCEDURAL)  	 11  
	      3.14  	 CHAIRPERSON  	 12  
	      3.15  	 QUORUM  	 12  
	      3.16  	 DUTIES AND RESPONSIBILITIES OF THE EXPLORATION COMMITTEE 
    	 12  
	      3.17  	 REMUNERATION  	 13  
	      3.18  	 REPORT BACK  	 13  
	      3.19  	 THE PROJECT DEVELOPMENT COMMITTEE  	 13  
	      3.20  	 COMPOSITION OF THE PROJECT DEVELOPMENT COMMITTEE  	 13  
	      3.21  	 ALTERNATE PROJECT DEVELOPMENT COMMITTEE MEMBERS  	 13  
	      3.22  	 MEETINGS (PROCEDURAL)  	 14  
	      3.23  	 CHAIRPERSON  	 15  
	      3.24  	 QUORUM  	 15  
	      3.25  	 DUTIES AND RESPONSIBILITIES OF THE PROJECT DEVELOPMENT COMMITTEE 
    	 15  
	      3.26  	 REMUNERATION  	 16  
	      3.27  	 REPORT BACK  	 16  
	  
	 ARTICLE 4 MANAGEMENT APPOINTMENTS 
    	 16  







 - 4 - 

	      4.01  	 EXPLORATION MANAGER  	 16  
	      4.02  	 PROJECT DEVELOPMENT MANAGER  	 17  







 - 2 - 

 ARTICLE 8

  BOARD OF DIRECTORS 

 8.01 Composition of the Board of Directors 

      (1) The Board of Directors shall be comprised
  of persons appointed by Pelawan Investments (Pty) Ltd. (“Pelawan”)
  and persons appointed by Hunter Dickinson Inc. (“HDI”) in the following
  proportions: 

	 Director:  	 Nominee:  
	 Co-Chairperson  	 Nominated by Pelawan – Director  
	 Co-Chairperson  	 Nominated by Pelawan, person to also be director
      or  
	  	 officer of HDI, subject to Section 2.02(2) of the 
    
	  	 Shareholders Agreement – Director  
	 Director X2  	 Nominated by Pelawan - Director  
	 Director X2  	 Nominated by Pelawan, person to also be director
      or  
	  	 officer of HDI, subject to Section 2.02(2) of the 
    
	  	 Shareholders Agreement – Director  
	 Independent Director  	 Person nominated by Pelawan  
	 Independent Director  	 Person nominated by HDI, subject to Section 2.04
      of the  
	  	 Shareholders Agreement  
	 Independent Director  	 Person jointly nominated by Pelawan and HDI, subject
      to  
	  	 Section 2.04 of the Shareholders Agreement 
    


     (2) Notwithstanding (1) above, the composition
  of the Board of Directors may deviate from such proportions, provided that the
  Board will ensure that it has at all times: 

	 	 (a) 	 at least the minimum number of members who meet applicable
      standards of director independence; 
	  
	 	 (b) 	 in relation to all members of the Board
        other than the Independent Directors, the number of those members of the
        Board who are nominated by Pelawan but who are not also HDI directors
        shall be equal to the number of those members of the Board who are also
        HDI directors; and

	  
	 	 (c) 	 a majority of the members of the Board who qualify as HDPs
      as defined in Section 1.01 (ee) of the Shareholders Agreement.







 - 3 - 

 8.02 Attendance at Annual General Meetings 

      (1) The members of the Board of Directors shall
  be in attendance at annual general meetings of members of Anooraq Resources
  Corporation (the “Company”) to respond to any questions. 

 ARTICLE 9

  MANAGEMENT COMMITTEE 

 9.01 The Management Committee 

      (1) The Management Committee is comprised of
  Directors of the Company, who are charged with executive functions. The Management
  Committee is responsible for management of the Company’s activities and
  the recommendation and implementation of policies and strategies according to
  the Board of Director’s directives. The Management Committee is responsible
  for all material matters not specifically reserved for the Board and co-ordinates
  and monitors the use of resources in the Company.

 9.02 Composition of the Management Committee 

	 	 (1)      	 Chief Executive Officer/President 
	 
	 	 (2)      	 Vice President Investor Relations & Corporate Finance 
	 
	 	 (3)      	 Chief Financial Officer 
	 
	 	 (4)      	 Deputy CEO / Managing Director 
	 
	 	 (5)      	 Chief Operating Officer 
	 
	 	 (6)      	 Executive Director Project Development 


 9.03 Alternate Management Committee Members 

      (1) Each Management Committee member may, by
  notice to the chairperson of the Management Committee, appoint an alternate
  (an “Alternate Management Committee Member”) to attend Management
  Committee meetings in his or her place. 

      (2) An Alternate Management Committee member
  may exercise all of the powers of the designated Management Committee member
  whose place he or she takes at any Management Committee meeting, to the extent
  that the designated Management Committee member has not exercised them and,
  in doing so, shall be deemed to be a Management Committee member in place of
  the designated Management Committee member.

 9.04 Co-option 

      (1) Members of the Management Committee may
  co-opt onto the Committee such person or persons with special skills, qualifications
  or experience as the Management Committee 




 - 4 - 

 in its discretion may decide may contribute to or promote the Company’s
  business interests and may terminate such appointment/s. 

 9.05 Meetings (Procedural) 

      (1) Unless otherwise resolved by the Management
  Committee, the Management Committee shall meet not less than once a month and
  shall determine its own procedural rules. 

      (2) In addition to scheduled meetings, the chairperson
  shall promptly, by giving 5 business days’ notice to each of the Management
  Committee members, at the request of a Management Committee member, call a special
  meeting for the purposes of considering any business or affairs of the Company.

      (3) A resolution in writing, approved by the
  signature of each Management Committee member who would be eligible to vote
  on the subject matter of the resolution if it were put to a meeting of Management
  Committee, is as valid and effectual as if the resolution had been passed by
  the required majority at a duly convened meeting of Management Committee on
  the date when the resolution is last signed.

      (4) The proceedings of Management Committee
  meetings shall be minuted and the minutes confirmed at the next Management Committee
  meeting. 

      (5) In addition to scheduled meetings, the chairperson
  shall promptly, by giving 5 business days’ notice to each of the Management
  Committee Members, at the request of an Management Committee Member, call a
  special meeting for the purposes of considering any business or affairs of the
  Management Committee.

      (6) Management Committee Members may participate
  in any meeting by means of electronic communication and Management Committee
  Members so participating shall be deemed to be present at such meeting, provided
  that any Management Committee Member to any such communication may object to
  the holding of any such meeting or the continuance of any such meeting, in the
  event that he or she cannot be clearly heard by the other Management Committee
  Members to the communication or cannot clearly hear any of those other Management
  Committee Members. 

      (7) The proceedings of Management Committee
  meetings shall be minuted and the minutes confirmed at the next Management Committee
  meeting. 

      (8) The Management Committee shall appoint a
  secretary who need not be a representative. The secretary shall, on the instructions
  of the chairperson, give the required notice to the Management Committee Members,
  shall duly record the minutes of all meetings of the Management Committee and
  shall distribute such minutes to each of the Management Committee Members. 

 9.06 Chairperson 

      (1) The chairperson of the Management Committee
  shall be the Chief Executive Officer. 




 - 5 - 

     (2) The order of the chairpersonship will be
  as follows:  

	 	 (a) 	 Managing Director  
	 	 	 
	 	 (b) 	 Chief Financial Officer  
	 	 	 
	 	 (c) 	 Chief Operating Officer  
	 	 	 
	 	 (d) 	 Vice President Investor Relations & Corporate Finance 
    


9.07 Quorum  

	 	 (a)      	 The quorum for the transaction of the business of the Management Committee
      shall be 3 (THREE) members. 
	 
	 	 (b)      	 A quorum of Management Committee members shall be given all powers conferred
      upon the directors by the Articles of Association and the Statutes with
      the exception of those powers which are expressly reserved for the Board
      of Directors. 
	 
	 	 (c)      	 In the event that no quorum is present within thirty minutes of the time
      appointed in respect of such meeting, the meeting shall stand adjourned
      to the same time at the same place, on the third business day following
      the date on which such meeting shall have been adjourned. In the event that,
      at such subsequent meeting, no quorum is present within thirty minutes from
      the appointed time, the Management Committee Members then present shall
      constitute a quorum, and shall be entitled to transact the business of the
      Management Committee as if such quorum was present. 


 9.08 Remuneration 

      (1) No special remuneration shall be payable
  to the members of the Management Committee whether co-opted or otherwise for
  their services save where the Board of Directors in its discretion considers
  that special circumstances exist. 

 9.09 Sub-committees 

 The Management Committee may form sub-committees to assist it in the execution
  of its duties and responsibilities. 

 9.10 Duties and Responsibilities of the Management Committee
  

      (1) The Management Committee shall, without
  detracting from the generality thereof, have the following duties and responsibilities:


	 	 (a)      	 Administration of Company Affairs: 
	 
	 	 	 (i)      	 Review, monitor, administer and control the day-to-day affairs of the
      Company. 







 - 6 - 

	 	 	 (ii)      	 Give quarterly detailed reports to the Board of Directors on the business
      of the Company. 
	 
	 	 	 (iii)      	 Approve the general policies of the Company provided that no decisions
      may be taken in respect of matters reserved for the Board of Directors.
    
	 
	 	 	 (iv)      	 Direct and monitor the activities of the Company so as to achieve the
      strategic and financial objectives set by the Board of Directors, and to
      make recommendations for changes in the event of the objectives not being
      met. 
	 
	 	 	 (v)      	 Determine the scope of operations to be undertaken by the Company in
      the fulfilment of the objectives and to ensure that these are in keeping
      with the long term growth, continuity and success of the Company. 
	 
	 	 	 (vi)      	 Review and recommend the Company’s strategic and business plan,
      as well as the annual budgets, technical work plans and manpower plans,
      before these are submitted to the Board of Directors for final approval.
    
	 
	 	 	 (vii)      	 Monitoring the performance of the Company. 
	 
	 	 	 (viii)      	 Invest money in any manner. 
	 
	 	 	 (ix)      	 Open and operate banking accounts and to overdraw such accounts. 
	 
	 	 	 (x)      	 Remunerate any person or persons, in cash for services rendered in the
      development of the Company’s business. 
	 
	 	 	 (xi)      	 Act as principals, agents, contractors or trustees. 
	 
	 	 	 (xii)      	 Overseeing all the necessary tax, secretarial, accounting and operating
      reporting divisions. 
	 
	 	 	 (xiii)      	 Filing of certificates and other filings and registrations in respect
      of the Company as are required by applicable law. 
	 
	 	 	 (xiv)      	 Implementing a skills transfer programme in respect of technical skills
      relating to the operation and management of the Company. 




	 	 (b)      	 Capital expenditure/projects, acquisition and disposal of assets:
    
	 
	 	 	 (i)      	 Review and approve all new projects and unbudgeted capital expenditure
      prior to submission to the Board of Directors for final approval. 
	 
	 	 	 (ii)      	 Ensure that the Company’s balance sheets are maintained in accordance
      with the financial parameters laid down by the Board of Directors. 
	 
	 	 	 (iii)      	 Satisfy itself that the Company’s assets are maintained to a satisfactory
      standard. 







 - 7 - 

	 	 (c)      	 Appointment of senior personnel: 
	 
	 	 	 (i)      	 The Management Committee will be responsible for the nomination of the
      Operations and Exploration Managers for approval by the Board of Directors.
    
	 
	 	 	 (ii)      	 Approve the Operations and Exploration Managers contracts of employment.
    


 ARTICLE 10 

  MANAGEMENT COMMITTEE SUB COMMITTEES 

 10.01 Bankable Feasibility Study Committee 

      (1) The Bankable Feasibility Study Committee
  is responsible for the completion of the bankable feasibility studies in respect
  of the Company’s projects. It is charged with, inter alia, monitoring
  the work of external consultants and the optimisation of the mine plans. 

 10.02 Composition of the Bankable Feasibility Study Committee
  

      (1) The preparation of the Bankable Feasibility
  Studies for the Company’s projects shall be undertaken under the supervision
  and control of a committee consisting of 4 (FOUR) members. 

      (2) Members of the Bankable Feasibility Study
  Committee shall be suitably technically qualified persons. 

     (3) Composition: 

	 	 (a) 	 Chief Operating Officer  
	 	 	 
	 	 (b) 	 Executive Director Project Development  
	 	 	 
	 	 (c) 	 Member (nominee sourced from Pelawan)  
	 	 	 
	 	 (d) 	 Member (nominee sourced from HDI)  




10.03 Alternate Bankable Feasibility Study Committee Members

      (1) Each Bankable Feasibility Study Committee
  member may, by notice to the chairperson of the Bankable Feasibility Study Committee,
  appoint a suitably technically qualified alternate (an “Alternate Bankable
  Feasibility Study Committee Member”) to attend Bankable Feasibility Committee
  meetings in his or her place. 

      (2) An Alternate Bankable Feasibility Study
  Committee member may exercise all of the powers of the designated Bankable Feasibility
  Study Committee member whose place he or she takes at any Bankable Feasibility
  Study meeting, to the extent that the designated Bankable Feasibility Study
  Committee member has not exercised them and, in doing so, shall be deemed 




 - 8 - 

 to be a Bankable Feasibility Study Committee member in place of the designated
  Bankable Feasibility Study Committee member.

 10.04 Meetings (Procedural) 

      (1) Bankable Feasibility Study Committee meetings
  will be held monthly for the duration of the bankable feasibility study process
  and shall determine its own procedural rules. 

      (2) In addition to scheduled meetings, the chairperson
  shall promptly, by giving 5 business days’ notice to each of the Bankable
  Feasibility Study Committee members, at the request of a Bankable Feasibility
  Study Committee member, call a special meeting of the Bankable Feasibility Study
  Committee for the purposes of considering any business or affairs of the Bankable
  Feasibility Study Committee.

      (3) Any one or more Bankable Feasibility Study
  Committee members may participate in, and vote at, Bankable Feasibility Study
  Committee meetings by means of a conference telephone or any communication equipment
  which allows all persons participating in the meeting to hear each other. Any
  Bankable Feasibility Study Committee member so participating in a meeting shall
  be deemed to be present in person and shall count towards the quorum. 

      (4) A resolution in writing, approved by the
  signature of each Bankable Feasibility Study Committee member who would be eligible
  to vote on the subject matter of the resolution if it were put to a meeting
  of the Bankable Feasibility Study Committee, as the case may be, is as valid
  and effectual as if the resolution had been passed by the required majority
  at a duly convened meeting of the Bankable Feasibility Study Committee on the
  date when the resolution is last signed.

      (5) The proceedings of Bankable Feasibility
  Study Committee meetings shall be minuted and the minutes confirmed at the next
  meeting of the Bankable Feasibility Study Committee. 

      (6) The Bankable Feasibility Study Committee
  shall be entitled to invite one or more executives and or external consultants,
  to attend and be heard at meetings of the Bankable Feasibility Study Committee,
  but not to vote thereat. 

      (7) Decisions of the Bankable Feasibility Study
  Committee shall be taken by majority vote.

      (8) The chairperson shall not have a second
  or casting vote. 

      (9) Any deadlock of the Bankable Feasibility
  Study Committee shall be referred to the Management Committee for resolution.


      (10) In addition to scheduled meetings, the
  chairperson shall promptly, by giving 5 business days’ notice to each
  of the Bankable Feasibility Committee Members, at the request of a Bankable
  Feasibility Committee Member, call a special meeting for the purposes of considering
  any business or affairs of the Bankable Feasibility Committee.




 - 9 - 

      (11) Bankable Feasibility Committee Members
  may participate in any meeting by means of electronic communication and Bankable
  Feasibility Committee Members so participating shall be deemed to be present
  at such meeting, provided that any Bankable Feasibility Committee Member to
  any such communication may object to the holding of any such meeting or the
  continuance of any such meeting, in the event that he or she cannot be clearly
  heard by the other Bankable Feasibility Committee Members to the communication
  or cannot clearly hear any of those other Bankable Feasibility Committee Members.


      (12) The proceedings of Bankable Feasibility
  Committee meetings shall be minuted and the minutes confirmed at the next Bankable
  Feasibility Committee meeting. 

      (13) The Bankable Feasibility Committee shall
  appoint a secretary who need not be a representative. The secretary shall, on
  the instructions of the chairperson, give the required notice to the Bankable
  Feasibility Committee Members, shall duly record the minutes of all meetings
  of the Bankable Feasibility Committee and shall distribute such minutes to each
  of the Bankable Feasibility Committee Members. 

 10.05 Chairperson 

      (1) The chairperson of the meeting shall be
  the Chief Operating Officer. 

      (2) If the chairperson is not present, the Executive
  Director Project Development shall be entitled to chair the meeting. 

      (3) If neither of the Chief Operating Officer
  or the Executive Director Project Development is present, any of the other members
  shall be entitled to chair the meeting. 

 10.06 Quorum 

      (1) The quorum for the transaction of the business
  of the Bankable Feasibility Study Committee shall be 2 (TWO) members.

 10.07 Duties and Responsibilities of the Bankable Feasibility Study
  Committee 

      (1) The Bankable Feasibility Study Committee
  shall, without detracting from the generality thereof, have the following duties
  and responsibilities: 

	 	 (a)      	 Review and recommend the bankable feasibility study programs, before
      these are submitted to the Management Committee for approval. 
	 
	 	 (b)      	 Adjudicate the bankable feasibility study program tenders. 
	 
	 	 (c)      	 Approve the appointment of external consultants to perform the bankable
      feasibility studies. 
	 
	 	 (d)      	 Direct and monitor the activities of the external consultants employed
      to perform the bankable feasibility studies. 







 - 10 - 

	 	 (e)      	 Determine the scope of additional activities to be undertaken to enhance
      the bankable facility studies 
	 
	 	 (f)      	 The Bankable Feasibility Study Committee is responsible for giving detailed
      reports to the Management Committee on the bankable feasibility study program.
    


 10.08 Remuneration 

      (1) No special remuneration shall be payable
  to the members of the Bankable Feasibility Study Committee. 

 10.09 Report Back 

      (1) The Chief Operating Officer shall present
  a summary of the proceedings of the Bankable Feasibility Study Committee at
  every Management Committee meeting.

 10.10 The Exploration Committee 

      (1) The Exploration Committee is responsible
  for all exploration activities on the Company’s projects. It is charged
  with, inter alia, developing the exploration programs and monitoring
  the execution of the programs. 

 10.11 Composition of the Exploration Committee

     (1) The Exploration Committee shall consist of
  4 (FOUR) members.  

     (2) Members of the Exploration Committee shall
  be suitably technically qualified.  

     (3) Composition:

	 	 (a) 	 Executive Director Project Development  
	 	 	 
	 	 (b) 	 Chief Operating Officer  
	 	 	 
	 	 (c) 	 Member (appointed by Pelawan)  
	 	 	 
	 	 (d) 	 Member (appointed by HDI)  


 10.12 Alternate Exploration Committee Members 

      (1) Each Exploration Committee member may, by
  notice to the chairperson of the Exploration Committee, appoint a suitably technically
  qualified alternate (an “Alternate Exploration Committee Member”)
  to attend Exploration Committee meetings in his or her place. 

      (2) An Alternate Exploration Committee member
  may exercise all of the powers of the designated Exploration Committee member
  whose place he or she takes at any Exploration meeting, to the extent that the
  designated Exploration Committee member has not exercised them and, in doing
  so, shall be deemed to be a Exploration Committee member in place of the designated
  Exploration Committee member 




 - 11 - 

 10.13 Meetings (Procedural) 

      (1) Exploration Committee meetings will be held
  monthly for the duration of exploration work on the Company’s projects
  and shall determine its own procedural rules. 

      (2) In addition to scheduled meetings, the chairperson
  shall promptly, by giving 5 business days’ notice to each of the Exploration
  Committee members, at the request of an Exploration Committee member, call a
  special meeting of the Exploration Committee for the purposes of considering
  any business or affairs of the Exploration Committee.

      (3) Any one or more Exploration Committee members
  may participate in, and vote at, Exploration Committee meetings by means of
  a conference telephone or any communication equipment which allows all persons
  participating in the meeting to hear each other. Any Exploration Committee member
  so participating in a meeting shall be deemed to be present in person and shall
  count towards the quorum. 

      (4) A resolution in writing, approved by the
  signature of each Exploration Committee member who would be eligible to vote
  on the subject matter of the resolution if it were put to a meeting of the Exploration
  Committee, as the case may be, is as valid and effectual as if the resolution
  had been passed by the required majority at a duly convened meeting of the Exploration
  Committee on the date when the resolution is last signed.

      (5) The proceedings of Exploration Committee
  meetings shall be minuted and the minutes confirmed at the next meeting of the
  Exploration Committee. 

      (6) The Exploration Committee shall be entitled
  to invite one or more executives and or external consultants, to attend and
  be heard at meetings of the Exploration Committee, but not to vote thereat.


      (7) Decisions of the Exploration Committee shall
  be taken by majority vote.

      (8) The chairperson shall not have a second
  or casting vote. 

      (9) Any deadlock of the Exploration Committee
  shall be referred to the Management Committee for resolution. 

      (10) In addition to scheduled meetings, the
  chairperson shall promptly, by giving 5 business days’ notice to each
  of the Exploration Committee Members, at the request of an Exploration Committee
  Member, call a special meeting for the purposes of considering any business
  or affairs of the Exploration Committee.

      (11) Exploration Committee Members may participate
  in any meeting by means of electronic communication and Exploration Committee
  Members so participating shall be deemed to be present at such meeting, provided
  that any Exploration Committee Member to any such communication may object to
  the holding of any such meeting or the continuance of any such meeting, in the
  event that he or she cannot be clearly heard by the other Exploration Committee
  Members to the communication or cannot clearly hear any of those other Exploration
  Committee Members. 




 - 12 - 

      (12) The proceedings of Exploration Committee
  meetings shall be minuted and the minutes confirmed at the next Exploration
  Committee meeting. 

      (13) The Exploration Committee shall appoint
  a secretary who need not be a representative. The secretary shall, on the instructions
  of the chairperson, give the required notice to the Exploration Committee Members,
  shall duly record the minutes of all meetings of the Exploration Committee and
  shall distribute such minutes to each of the Exploration Committee Members.


 10.14 Chairperson 

      (1) The chairperson of the meetings of the Exploration
  Committee shall be the Executive Director Project Development 

      (2) If the chairperson is not present, the Chief
  Operating Officer shall be entitled to chair the meeting. 

      (3) If neither the Executive Director Project
  Development nor the Chief Operating Officer is present, any of the other members
  shall be entitled to chair the meeting. 

 10.15 Quorum 

      (1) The quorum for the transaction of the business
  of the Exploration Committee shall be 2 (TWO) members.

 10.16 Duties and Responsibilities of the Exploration Committee
  

      (1) The Exploration Committee shall, without
  detracting from the generality thereof, have the following duties and responsibilities:


	 	 (a)      	 Review and recommend the exploration programs, before these are submitted
      to the Management Committee for approval. 
	 
	 	 (b)      	 Adjudicate the exploration program tenders. 
	 
	 	 (c)      	 Approve the appointment of external consultants to perform the exploration
      activities. 
	 
	 	 (d)      	 Direct and monitor the activities of the external consultants employed
      to perform the exploration activities. 
	 
	 	 (e)      	 Determine the scope of additional activities to be undertaken to enhance
      the exploration programs. 
	 
	 	 (f)      	 Ensure compliance with requirements under third party “farm-in”
      agreements. 
	 
	 	 (g)      	 The Exploration Committee is responsible for giving detailed reports
      to the Management Committee on the exploration programs. 







 - 13 - 

 10.17 Remuneration 

      (1) No special remuneration shall be payable
  to the members of the Exploration Committee. 

 10.18 Report Back 

      (1) The Executive Director Project Development
  shall present a summary of the proceedings of the Exploration Committee at every
  Management Committee meeting.

 10.19 The Project Development Committee 

      (1) The Project Development Committee is responsible
  for all mine development activities on the Company’s projects. It is charged
  with, inter alia, developing the mine development programs and monitoring
  the execution of the programs. 

 10.20 Composition of the Project Development Committee

     (1) The Project Development Committee shall consist
  of 4 (FOUR) members.

     (2) Members of the Project Development Committee
  shall be suitably technically qualified

     (3) Composition: 

	 	 (a) 	 Executive Director Project Development  
	 	 	 
	 	 (b) 	 Chief Operating Officer  
	 	 	 
	 	 (c) 	 Member (appointed by Pelawan)  
	 	 	 
	 	 (d) 	 Member (appointed by HDI)  


 10.21 Alternate Project Development Committee Members 

      (1) Each Project Development Committee member
  may, by notice to the chairperson of the Project Development Committee, appoint
  a suitably technically qualified alternate (an “Alternate Project Development
  Committee Member”) to attend Project Development Committee meetings in
  his or her place. 

      (2) An Alternate Project Development Committee
  member may exercise all of the powers of the designated Project Development
  Committee member whose place he or she takes at any Project Development meeting,
  to the extent that the designated Project Development Committee member has not
  exercised them and, in doing so, shall be deemed to be a Project Development
  Committee member in place of the designated Project Development Committee member





 - 14 - 

 10.22 Meetings (Procedural) 

      (1) Project Development Committee meetings will
  be held monthly for the duration of project development work on the Company’s
  projects and shall determine its own procedural rules. 

      (2) In addition to scheduled meetings, the chairperson
  shall promptly, by giving 5 business days’ notice to each of the Project
  Development Committee members, at the request of a Project Development Committee
  member, call a special meeting of the Project Development Committee for the
  purposes of considering any business or affairs of the Project Development Committee.

      (3) Any one or more Project Development Committee
  members may participate in, and vote at, Project Development Committee meetings
  by means of a conference telephone or any communication equipment which allows
  all persons participating in the meeting to hear each other. Any Project Development
  Committee member so participating in a meeting shall be deemed to be present
  in person and shall count towards the quorum. 

      (4) A resolution in writing, approved by the
  signature of each Project Development Committee member who would be eligible
  to vote on the subject matter of the resolution if it were put to a meeting
  of the Project Development Committee, as the case may be, is as valid and effectual
  as if the resolution had been passed by the required majority at a duly convened
  meeting of the Project Development Committee on the date when the resolution
  is last signed.

      (5) The proceedings of Project Development Committee
  meetings shall be minuted and the minutes confirmed at the next meeting of the
  Project Development Committee. 

      (6) The Project Development Committee shall
  be entitled to invite one or more executives and or external consultants, to
  attend and be heard at meetings of the Project Development Committee, but not
  to vote thereat. 

      (7) Decisions of the Project Development Committee
  shall be taken by majority vote.

      (8) The chairperson shall not have a second
  or casting vote. 

      (9) Any deadlock of the Project Development
  Committee shall be referred to the Management Committee for resolution. 

      (10) In addition to scheduled meetings, the
  chairperson shall promptly, by giving 5 business days’ notice to each
  of the Project Development Committee Members, at the request of a Project Development
  Committee Member, call a special meeting for the purposes of considering any
  business or affairs of the Project Development Committee.

      (11) Project Development Committee Members may
  participate in any meeting by means of electronic communication and Project
  Development Committee Members so participating shall be deemed to be present
  at such meeting, provided that any Project Development Committee Member to any
  such communication may object to the holding of any such meeting or the continuance
  of any such meeting, in the event that he or she cannot be 




 - 15 - 

 clearly heard by the other Project Development Committee Members to the communication
  or cannot clearly hear any of those other Project Development Committee Members.


      (12) The proceedings of Project Development
  Committee meetings shall be minuted and the minutes confirmed at the next Project
  Development Committee meeting. 

      (13) The Project Development Committee shall
  appoint a secretary who need not be a representative. The secretary shall, on
  the instructions of the chairperson, give the required notice to the Project
  Development Committee Members, shall duly record the minutes of all meetings
  of the Project Development Committee and shall distribute such minutes to each
  of the Project Development Committee Members. 

 10.23 Chairperson 

      (1) The chairperson of the meetings of the Project
  Development Committee shall be the Executive Director Project Development 

      (2) If the chairperson is not present, the Chief
  Operating Officer shall be entitled to chair the meeting. 

      (3) If neither the Executive Director Project
  Development nor the Chief Operating Officer is present, any of the other members
  shall be entitled to chair the meeting. 

 10.24 Quorum 

      (1) The quorum for the transaction of the business
  of the Project Development Committee shall be 2 (TWO) members.

 10.25 Duties and Responsibilities of the Project Development Committee
  

      (1) The Project Development Committee shall,
  without detracting from the generality thereof, have the following duties and
  responsibilities: 

	 	 (a)      	 Review and recommend the project development programs, before these are
      submitted to the Management Committee for approval. 
	 
	 	 (b)      	 Adjudicate the project development program tenders. 
	 
	 	 (c)      	 Approve the appointment of external consultants / contractors to perform
      the project development activities. 
	 
	 	 (d)      	 Direct and monitor the activities of the external consultants / contractors
      employed to perform the project development activities. 
	 
	 	 (e)      	 The Project Development Committee is responsible for giving detailed
      reports to the Management Committee on the project development programs.
    







 - 16 - 

 10.26 Remuneration 

      (1) No special remuneration shall be payable
  to the members of the Project Development Committee. 

 10.27 Report Back 

      (1) The Executive Director Project Development
  shall present a summary of the proceedings of the Project Development Committee
  at every Management Committee meeting.

 ARTICLE 11

  MANAGEMENT APPOINTMENTS 

 11.01 Exploration Manager 

      (1) The Exploration Manager shall, without detracting
  from the generality thereof, have the following duties and responsibilities:


	 	 (a)      	 Be responsible for the day to day management and control of
      the exploration program. 
	 
	 	 (b)      	 Conduct the exploration program in a good, safe and workmanlike
      manner. 
	 
	 	 (c)      	 Ensure the exploration program is conducted in terms of the
      requirements and provisions of: 
	 
	 	 	 (i)      	 The approved exploration program and budget; 
	 
	 	 	 (ii)      	 The instructions of the Management Committee; 
	 
	 	 	 (iii)      	 The instructions of the Exploration Committee; 
	 
	 	 	 (iv)      	 The terms and conditions of the prospecting permit; and 
	 
	 	 	 (v)      	 Applicable laws and the EMPR. 
	 
	 	 (d)      	 Manage the exploration program tender process 
	 
	 	 (e)      	 Direct and monitor the activities of the external consultants
      / contractors employed to perform the exploration activities. 
	 
	 	 (f)      	 Prepare the annual exploration program and budget and present
      it to the Exploration Committee for approval. 
	 
	 	 (g)      	 The Exploration Manager shall present a summary of the exploration
      activities to the Exploration Committee at every Exploration Committee meeting.
    







 - 17 - 

 11.02 Project Development Manager 

      (1) The Project Development Manager shall, without
  detracting from the generality thereof, have the following duties and responsibilities:


	 	 (a)      	 Be responsible for the day to day management and control of
      the project development program. 
	 
	 	 (b)      	 Conduct the project development program in a good, safe and
      workmanlike manner. 
	 
	 	 (c)      	 Ensure the project development program is conducted in terms
      of the requirements and provisions of: 
	 
	 	 	 (i)      	 The approved project development program and budget; 
	 
	 	 	 (ii)      	 The instructions of the Management Committee; 
	 
	 	 	 (iii)      	 The instructions of the Project Development Committee; 
	 
	 	 	 (iv)      	 The terms and conditions of the mining authorisation; and 
	 
	 	 	 (v)      	 Applicable laws and the EMPR. 
	 
	 	 (d)      	 Manage the project development program tender process 
	 
	 	 (e)      	 Direct and monitor the activities of the external consultants
      / contractors employed to perform the project development activities. 
	 
	 	 (f)      	 Prepare the annual project development program and budget and
      present it to the Project Development Committee for approval. 
	 
	 	 (g)      	 The Project Development Manager shall present a summary of
      the project development activities to the Project Development Committee
      at every Project Development Committee meeting.