1. Introduction

The boards of directors of Anglo Platinum, a subsidiary of Anglo American plc, Pelawan and Anooraq (collectively "the Parties"), in a joint announcement released on 4 September 2007, announced details of a proposed empowerment transaction (the "Transaction") involving the acquisition by Anooraq of an effective 51% of the Lebowa Platinum Mine ("Lebowa") together with an additional 1% controlling interest in the Parties' current joint venture projects, namely the Ga-Phasha, Boikgantsho and Kwanda projects (collectively the "Project Assets").

Since the end of the third quarter of 2008, the deterioration of global economic conditions has resulted in a significant weakening of platinum group metal ("PGM") prices and high volatility in commodity-focused share prices. The deterioration in credit and equity market conditions has also increased the cost of obtaining capital and limited the availability of funds.

Due to the significant and rapid deterioration of market conditions highlighted above, a complete review of the Lebowa long- term plan and project pipeline, as well as the key commercial terms for the Transaction, was initiated jointly by the Parties in the fourth quarter of 2008.

Based on the joint review process, a revised Lebowa mining plan has been determined, which has changed significantly in terms of its rate of ramp-up in the short-term, with platinum ounces in concentrate, which were previously forecast to grow to approximately 200,000 oz per annum by 2012, now being forecast to grow to approximately 150,000 oz per annum over the same period. This slow down in ramp-up is as a consequence of the current constrained market conditions and has necessitated the deferral of the Middelpunt Hill UG2 Delta 80 capital expansion project at Lebowa, with an estimated capital expenditure budget of ZAR 3.2 billion (C$0.4 billion) over a four year period. The Parties remain of the view that the Lebowa resource, together with its established infrastructure, is of the highest quality and, when combined with Ga- Phasha, comprises a significant near surface PGM resource base, represented by 26 kilometres of continuous strike length along the Merensky and UG2 reef horizons.

Anooraq is pleased to announce that the Transaction agreements entered into in April 2008 have been amended to incorporate the revised terms agreed between the Parties and detailed term sheets regarding the funding of the Transaction have been entered into. The Transaction agreements and term sheets remain subject to the conditions precedent in paragraph 7 below.

2. Rationale

Anooraq's objective is to become a significant "mine to market" PGM company with a substantial and diversified PGM asset base, including production, development and exploration assets. The Transaction is the first stage of advancing the Company's PGM production strategy and will result in the Company controlling the third largest PGM resource base in South Africa with a combination of high quality exploration, development and production mineral properties.

3. Purchase consideration

In light of recent developments described above, and to ensure the sustainability of the Transaction, the Parties have renegotiated the consideration payable by Anooraq to Anglo Platinum from ZAR 3.6 billion to ZAR 2.6 billion (C$0.5 to C$0.4 billion) ("Transaction Consideration"), with Anglo Platinum agreeing to re-invest a portion of such consideration in order to share in expected future equity upside in Anooraq.

4. Transaction steps

As a preliminary step to implementation of the Transaction, Anglo Platinum transferred its 100% interest in Lebowa into a new wholly- owned subsidiary ("Lebowa Holdco"). In addition, two new corporate entities were created in order to hold the 50% joint venture interests owned by Anooraq and Anglo Platinum in Boikgantsho and Kwanda (namely, "Boikgantsho SPV" and "Kwanda SPV").

The Transaction, which is subject to the fulfilment or waiver of the conditions precedent detailed in paragraph 7 below, comprises the following indivisible and inter-conditional transaction steps:

1. Anglo Platinum and Anooraq contribute their respective 50% interests

in Boikgantsho and Kwanda to Boikgantsho SPV and Kwanda SPV,

respectively, in exchange for shares in Boikgantsho SPV and Kwanda

SPV;

2. Anglo Platinum and Anooraq sell their 50% interests in Ga- Phasha,

Boikgantsho SPV and Kwanda SPV to Lebowa Holdco in return for shares

in Lebowa Holdco such that Lebowa Holdco owns 100% of Lebowa and 100%

of Ga-Phasha, Boikgantsho SPV and Kwanda SPV; and

3. Anooraq acquires shares and shareholder loans in Lebowa Holdco from

Anglo Platinum such that Lebowa Holdco is owned 51% by Anooraq and

49% by Anglo Platinum.

A diagram showing the resultant ownership structure can be found at www.anooraqresources.com.

5. Transaction funding

The Transaction Consideration of ZAR 2.6 billion will be funded as follows:

Plateau Resources (Proprietary) Limited ("Plateau") a wholly owned subsidiary of Anooraq, has agreed to credit-approved financing terms with Standard Chartered Bank plc ("Standard Chartered") to raise ZAR 750 million (C$103.6 million) of senior debt funding ("Standard Chartered Debt Facility"), of which ZAR 500 million (C$69.1 million) is immediately available for drawdown and the balance will be applied to allow an interest and capital repayment holiday during the first three years whilst the Lebowa mine completes its initial ramp up stage to 2012. Anooraq will apply approximately ZAR 300 million (C$41.4 million) of the Standard Chartered Debt Facility in part settlement of the Transaction Consideration. The balance of the funding received by Plateau from this facility will be used to settle Anooraq's Transaction costs and repay its existing bridge loan outstanding to Anglo Platinum.

The Standard Chartered Debt Facility term is nine years with an interest and capital repayment holiday during the first three years. The facility will attract a floating interest coupon equal to the Johannesburg Inter Bank Agreed Rate (currently 7.95%) plus 4.5%, excluding liquidity and reserving costs. A portion of the coupon will be swapped out into a fixed rate under hedging arrangement agreed with Standard Chartered.

The Standard Chartered Debt Facility will be secured against 51% of the Lebowa assets and cash flows generated from Lebowa.

The remainder of the Transaction Consideration will comprise a fixed and variable component, as follows:

- Fixed component: Plateau will raise ZAR 1.219 billion

(C$0.17 billion) through the issue of cumulative redeemable "A"

preference shares ("A" Prefs") to Rustenburg Platinum Mines Limited

("RPM"), a wholly owned subsidiary of Anglo Platinum (""A" Preference

Share Facility"), as detailed in paragraph 5.1 below; and

- Variable component: Plateau will raise ZAR 1.1 billion

(C$0.15 billion) through the issue of cumulative convertible "B"

preference shares (""B" Prefs") to the Pelawan Finance SPV ("B"

Preference Share Facility"), as defined in paragraph 5.2 below.

In order to ensure the sustainability of Anooraq and Lebowa Holdco, Anglo

Platinum will make two further facilities available to Plateau:

- An operating cash flow shortfall facility of up to a maximum of

ZAR 750 million (C$103.6 million), which facility will be for a

nine year term and attract an interest coupon of 15.84% (nominal

annual compounded quarterly). Plateau may utilise this facility to

fund its share of any operating cash flow shortfall that may arise in

Lebowa Holdco for the first three years post closing of the

Transaction ("Closing Date"); and

- A standby loan facility, comprising up to a maximum of 29/49 of RPM's

attributable share of the free cash flows from Lebowa Holdco, which

facility will be for a 9 year term and attract an interest coupon

equal to the prime lending rate in South Africa (currently 12% per

annum). Plateau may utilise this facility to settle any cash flow

shortfall which may arise in funding any accrued and/or capitalised

interest and scheduled capital payments on the Standard Chartered

Debt Facility not funded by Plateau's attributable share of free cash

flows from Lebowa Holdco, for the term of the Standard Chartered Debt

Facility.

The Anglo Platinum facilities will be secured on a back-ranked basis to the Standard Chartered Debt Facility.

Anglo Platinum has further agreed to provide approximately ZAR 150 million (C$20.7 million) to facilitate the participation of communities and Lebowa employees in the Transaction (as described in paragraph 6 below).

Anglo Platinum is willing to provide the additional funding support to Anooraq due to its continued belief in the fundamental value proposition at Lebowa and the Project Assets, as well as to further its ongoing commitment to broad-based black economic empowerment as a strategic transformation initiative.

The overall impact of these measures is that Anooraq has fully secured financing for the Transaction, whilst ensuring that it maintains a meaningful and substantial flow of benefits to Historically Disadvantaged South Africans ("HDSAs").

5.1__ Key terms of the "A" Preference Share Facility

The "A" Prefs will have an initial term of six years from the Closing

Date ("Initial Maturity Date"), which may be extended by an additional

three years ("Final Maturity Date") and attract a preference dividend of

12% (nominal annual compounded annually). At any time between three years

after the Closing Date and the Initial Maturity Date, Plateau will be

obliged to undertake a mandatory debt refinance process on terms and

conditions as have been agreed between the Parties and apply all of the

funding raised from such debt refinancing as is

required to settle the outstanding obligations owing to Anglo Platinum.

Any balance outstanding on the "A" Preference Share Facility on the Final

Maturity Date will become due and payable in cash.

5.2__ Key terms of the "B" Preference Share Facility

Anglo Platinum has agreed to reinvest ZAR 1.1 billion (C$0.15 billion) of

the Transaction Consideration proceeds into Anooraq through a special

purpose financing vehicle ("Pelawan Finance SPV") established between

Anglo Platinum and Pelawan for this purpose. The Pelawan Finance SPV will

subscribe for "B" Prefs in Plateau.

The "B" Prefs will have a term of nine years from the Closing Date.