Anooraq announces revised terms of the black economic empowerment transaction with Anglo Platinum & Pelawan



    VANCOUVER, May 14 /CNW/ - Anooraq Resources Corporation ("Anooraq" or the
"Company") (TSXV: ARQ; NYSE Amex:   ANO; JSE: ARQ) announces the revised terms
of the black economic empowerment transaction between Anglo Platinum Limited
("Anglo Platinum"), Pelawan Investments (Proprietary) Limited ("Pelawan") and
Anooraq.

    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. RPM
    and Pelawan will have the right to convert all or some of their "B" Prefs
    into 115.8 million and 111.6 million Anooraq Common Shares ("Anooraq
    Shares") respectively, which conversion may be effected at any time
    before the Final Maturity Date. All of the "B" Prefs will be compulsorily
    convertible on the Final Maturity Date. On conversion of all of the "B"
    Prefs, Anglo Platinum will have received a 26% direct shareholding in
    Anooraq and Pelawan will have diluted its shareholding in Anooraq to 51%,
    which Pelawan shareholding will be restricted for sale up until
    approximately 75% of the Standard Chartered Debt Facility repayments are
    scheduled to have been repaid.

    Fairness opinion: Pelawan holds a 62% interest in Anooraq and, as such,
    is a related party to Anooraq. The JSE Limited ("the JSE") therefore
    requires a fairness opinion to be provided on the issue to the Pelawan
    Finance SPV of the B Prefs, which ultimately are convertible into Anooraq
    Shares. PricewaterhouseCoopers Corporate Finance (Pty) Limited ("PWC")
    has been appointed as the independent expert and has provided an opinion
    that the contemplated issue is fair insofar as the shareholders of
    Anooraq (other than Pelawan and its associates) are concerned. A copy of
    PWC's opinion letter is set out in the Information Circular, referred to
    in paragraph 12 below, which summarises the scope of the work performed
    by them and their detailed findings.
    

    6. Broad-based participation

    Community participation

    Anglo Platinum and Anooraq have agreed the key commercial principles in
respect of the involvement of communities associated with Lebowa and Ga-Phasha
and the associated community participation will benefit in excess of 35,000
HDSAs. The Anooraq Community Participation Trust (the "Community Trust") has
been established for the benefit of the communities interested in or affected
by Anooraq's operations and Anglo Platinum will contribute an amount of ZAR
103.8 million (C$14.3 million) to the Community Trust to facilitate this
broad-based empowerment. ZAR 24.5 million (C$3.4 million) will be retained by
the Community Trust to facilitate annual cash distributions to the communities
with the balance of ZAR 79.3 million (C$10.9 million) being used to acquire
Anooraq Shares.

    Employee participation

    An employee share trust ("ESOP Trust"), which is broadly aligned with the
Anglo Platinum Employee Share Participation Scheme ("Kotula Scheme"), will be
provided for all eligible employees of Lebowa and is expected to benefit
approximately 3,700 employees. Anglo Platinum will contribute approximately
ZAR 45.6 million (C$6.3 million) to the ESOP Trust, with approximately ZAR 9.1
million (C$1.3 million) to be retained by the ESOP Trust to facilitate annual
cash distributions to beneficiaries with the balance of approximately ZAR 36.5
million (C$5.0 million) used to acquire Anooraq Shares. The final amount to be
contributed by Anglo Platinum to the ESOP Trust will be equal to the value in
the Kotula Scheme accruing to Lebowa employees on the day that the conversion
is determined.
    The Community and ESOP Trust will collectively hold approximately 3.1% of
Anooraq following conversion of all the "B" Prefs.

    7. Conditions precedent

    The implementation of the Transaction is subject, inter alia, to the
fulfilment or, where appropriate, waiver of the following remaining
outstanding conditions precedent:

    
    -   Funding agreements (including relevant security arrangements) for the
        Standard Chartered Debt Facility as well as Anglo Platinum's vendor
        funding facilities to be entered into and become unconditional;

    -   Approval by the relevant regulatory authorities, including the South
        African Department of Minerals and Energy, TSX-V, JSE and NYSE Amex;
        and

    -   Approval by Anooraq shareholders.
    

    The Parties have agreed on an outside deadline of June 30, 2009 for the
fulfilment or waiver of the conditions to the Tranasaction.

    8. Overview of the Transaction assets

    Lebowa is located on the North-Eastern Limb of the Bushveld Complex in
South Africa. Annual refined production is 147,600 4E oz (refined platinum
72,600 oz) in 2008 from its current 91,500 tonnes per month operation
exploiting the Merensky and UG2 reefs. As at 31 December 2008 Lebowa had
proven and probable reserves of 68.38 million tonnes of Merensky and UG2,
containing 10.86 million 4E oz at an average 4E grade of 4.94 g/t, as well as
measured and indicated resources of 233.7 million tonnes of Merensky and UG2
containing some 47.77 million 4E oz at an average 4E grade of 6.36 g/t(*) plus
significant inferred resources. Lebowa is currently 100% owned by Anglo
Platinum.
    Ga-Phasha is also situated on the North-Eastern Limb of the Bushveld
Complex, contiguous to Lebowa, and is at a pre-feasibility stage of
development. Ga-Phasha has significant PGM mineral resources outlined in the
Merensky and UG2 reefs that are open to further expansion, including 138.8
million tonnes of total measured and indicated resources containing some 25.6
million 4E oz(*) at an average 4E grade of 5.74 g/t plus significant inferred
resources.
    Boikgantsho, situated on the Northern Limb of the Bushveld Complex, is at
an exploration stage of development. Boikgantsho has indicated resources of
176.6 million tonnes in the Platreef horizon, containing some 7.7 million 3E
oz(*) at an average 3E grade of 1.35 g/t, plus significant inferred mineral
resources.
    Kwanda is situated on the Northern Limb of the Bushveld Complex, is at a
very early stage of development and does not yet have defined mineral
resources.

    (*) See Information for Anooraq Investors at end of this release

    9. Amendments to Pelawan Agreements

    Certain amendments ("the Amendments") are also being proposed to the
current arrangements between the Company and Pelawan. The Amendments are
required in order to harmonize the restrictions in the various agreements
between Pelawan and Anooraq with those in the shareholders' agreement entered
into between Plateau, RPM and Lebowa Holdco and to allow for the completion
and implementation of the Transaction. The JSE considers the Amendments to
comprise a related party transaction, due to the controlling interest held by
the Pelawan Trust in Anooraq, but to have no calculable financial effects.

    10. Compensation Transactions

    Anooraq proposes:

    
    (a) to pay bonuses due by Anooraq to Tumelo Motsisi, Harold Motaung,
        Joel Kesler and Iemrahn Hassen in connection with the completion of
        the Transaction in Anooraq Shares instead of cash
        ("Completion Bonuses"). Each of the aforementioned individuals played
        pivotal roles in respect of the Transaction; and

    (b) in addition to the replacement stock options issued on June 30, 2008,
        to compensate Ronald Thiessen, Scott Cousens, Robert Dickinson,
        Joel Kesler and Tumelo Motsisi for:

        i)    the exercise of a portion of their vested and outstanding stock
              options in order to provide Anooraq with working capital,
              notwithstanding that the exercise of such stock options was
              well before their expiry date of December 2010; and

        ii)   their undertaking not to dispose of the Anooraq Shares acquired
              through the exercise of the stock options until the market for
              Anooraq Shares stabilised, which was expected to be on the
              Closing Date. It is proposed that the said compensation be
              settled by the issuance of Anooraq Shares.

        (referred to as the "Option Compensation")

        The Completion Bonuses, in aggregate, equal C$ 506,425.

        Anooraq proposes to settle the Completion Bonuses through the
        issuance of Anooraq Shares to each of the above persons at an
        issuance price equal to the closing price of Anooraq Shares on
        the TSX-V on the business day immediately prior to the date of this
        announcement, namely C$1.11.

        On 30 June 2008, Anooraq agreed with certain directors and officers
        that such directors and officers would:

        i)    exercise a portion of their vested and outstanding stock
              options in order to provide Anooraq with working capital; and

        ii)   not dispose of the Anooraq Shares acquired through the exercise
              of the stock options until the market for Anooraq Shares
              stabilised, which was expected to be on the Closing Date.

        Anooraq agreed with such directors and officers that they would be
        compensated for the cost of the early exercise of the stock options
        and restriction on trading by the payment of an amount equal to the
        aggregate of interest at 13% per annum, from June 25, 2008 (being the
        date of exercise of the stock options) to the Closing Date on:

        i)    the exercise price of the stock options; and

        ii)   the tax payable by such directors and officers in respect of
              the exercise of the stock options.

        The details of the early stock options which were exercised early and
        the associated Option Compensation is as follows:-


    -------------------------------------------------------------------------
    Number of Stock Options    Exercise Price     Option Compensation if the
    Exercised                                     Transaction is completed
                                                  on 30 June 2009
    -------------------------------------------------------------------------
    1,410,000                  C$ 1.40            C$ 389,232
    -------------------------------------------------------------------------

        Anooraq proposes to settle the Option Compensation through the
        issuance of Anooraq shares to each of the above persons at an
        issuance price equal to the closing price of Anooraq common shares on
        the TSX-V on the business day immediately prior to the date of this
        announcement, namely C$1.11.

        The issuance of Anooraq Shares in settlement of the Compensation
        Bonuses and the Option Compensation is considered by the JSE to
        comprise specific issues of shares for cash to related parties. The
        said issuance is therefore subject to the approval of a 75% majority
        of the votes cast by Anooraq shareholders, other than the related
        parties listed above and their associates.
    

    11. Pro forma financial effects of the Transaction

    The pro forma financial effects of the Transaction, which are presented
below in compliance with the JSE Listings Requirements, are the responsibility
of the board of Anooraq and are presented for illustrative purposes only to
provide information on how the Transaction might have impacted on the reported
financial information of the Company if it had been implemented in the year
ended 31 December 2008. Because of their nature, the pro forma financial
effects may not give a fair indication of the Company's financial position at
31 December 2008 or its future earnings.
    The assumptions set out below do not comprise forward-looking information
and should not be taken as projections or forecasts, and are merely disclosed
as required by the JSE.
    These pro forma financial effects have been prepared in accordance with
Canadian Generally Accepted Accounting Practice.

    
                    Audited     After the        After the        Overall
                    financial   implementation   implementation   % change
                    results of  of the           of the
                    Anooraq(1)  Transaction,     Transaction and
                                and the          the associated
                                associated       financing
                                financing        arrangements
                                arrangements(2)  and the
                                                 Compensation
                                                 Transactions(3)

    Loss per Anooraq
     Share for the
     12 months ended
     31 December
     2008 (Canadian
     cents)(4)            7.26            17.19            17.59       142.3

    Diluted loss per
     Anooraq Share
     for the 12
     months ended
     31 December
     2008 (Canadian
     cents)(5)            7.26            17.19            17.59       142.3

    Headline loss per
     Anooraq Share
     for the 12
     months ended
     31 December
     2008 (Canadian
     cents)(4)            7.49            17.39            17.78       137.4

    Diluted headline
     loss per Anooraq
     Share for the 12
     months ended
     31 December 2008
     (cents)(5)           7.49            17.39            17.78       137.4

    Net asset value
     per Anooraq
     Share at
     31 December
     2008 (Canadian
     cents)(6)           (0.71)            6.05             6.05       949.5

    Net tangible asset
     value per Anooraq
     common share at
     31 December 2008
     (Canadian
     cents)(6)           (5.53)           (1.81)           (1.81)      (67.4)

    Weighted average
     number of
     Anooraq Shares
     in issue for
     the period    185,775,361      227,934,081      228,179,387       22.83

    Number of
     Anooraq
     Shares
     in issue
     at the
     end of
     the
     period(6)     186,640,007      228,798,727      229,044,033        22.7


    Notes:

        1. The figures in this column are extracted from the audited
           financial results of the Company for the 12 months ended
           December 31, 2008 as released on SENS on April 1, 2009.
        2. The figures in this column reflect the implementation of the
           Transaction and its associated financing arrangements and are
           based on:
           a. the audited financial results of the Company for the 12 months
              ended December 31, 2008 as set out in the first column; and
           b. the audited consolidated financial results of Lebowa Holdco,
              the entity which acquired the shares in and the business and
              operations of Lebowa with effect from 1 January 2008, for the
              12 months ended December 31, 2008.
        3. The figures in this column reflect the implementation of the
           Transaction and the Compensation Transactions and are based on the
           figures set out in the previous column as adjusted for the effects
           of the implementation of the Compensation Transactions.
        4. For purposes of the loss and headline loss
           per Anooraq Share, an average C$/ZAR exchange rate for the
           twelve months ended December 31,2008 of 0.1289 was used and it was
           assumed that:
           a. the Transaction had been in effect for the 12 months ended
              December 31, 2008;
           b. the purchase consideration in relation to the Transaction of
              ZAR 2.6 billion as well as Transaction costs of
              ZAR 109.2 million (which were capitalized to Property, plant
              and equipment were funded by way of:
              -  ZAR 500 million in terms of the Standard Chartered Debt
                 Facility;
              -  ZAR 115.8 million in terms of an equity subscription for
                 27,358,500 common shares at a price of ZAR 2.89 per Anooraq
                 Share by the Bokoni Platinum Mine ESOP Trust and an equity
                 subscription for 12,592,500 Anooraq Shares at a price of
                 ZAR 2.89 per Anooraq Share by the Anooraq Community
                 Participation Trust;
              -  vendor financing from Anglo Platinum comprising a cash and
                 share component, as follows:
                    -  the cash component: ZAR 1.219 billion through the
                       issue of the "A" Prefs to RPM in terms of the "A"
                       Preference Share Facility which "A" Prefs are to be
                       redeemed in cash; and
                    -  the share component: ZAR 1.1 billion through the issue
                       of the "B" Prefs to The Pelawan Finance SPV.
           c. no repayments of the Standard Chartered Debt Facility were made
              during the period and neither of the vendor financing
              components were fully or partially settled during the period;
           d. the loan and interest to Anooraq from Anglo Platinum of
              ZAR 112.1 million was settled with effect from 1 January 2008;
           e. 2,453,026 Anooraq shares were issued in respect of the
              Compensation Transactions with effect from 1 January 2008.
        5. For purposes of the diluted loss and headline loss per Anooraq
           share, the issue of 115.8 million Anooraq shares to RPM and
           111.6 million Anooraq shares to Pelawan in terms of the vendor
           financing arrangements were not taken into account.
        6. For purposes of net asset value and net tangible asset value per
           Anooraq share, it was assumed that the Transaction and the
           Compensation Transactions were implemented on December 31, 2008.
           The C$/ZAR exchange rate at December 31, 2008 of 0.1311 was
           applied. It was assumed that the funding was undertaken on the
           same basis as set out in note 4 above.
    

    12. Shareholder approval and documentation

    The Transaction, the share settled aspects of the funding arrangements,
the Amendments and the Compensation Transactions are all subject to
shareholder approval. An Information Circular setting out, inter alia, full
details relating to these matters will be posted to shareholders on 15 May
2009.

    Anooraq's President and CEO, Philip Kotze, commented:-

    
    "Finalisation of revised Transaction terms with Anglo Platinum represents
     a significant milestone for both parties. The revised transaction terms
     comprise an equitable result within the context of current market
     conditions and ensure sustainable financing terms for Anooraq. This
     transaction creates a platform for Anooraq to transform into a
     significant PGM producer and holds considerable growth potential for all
     Anooraq stakeholders."

    The Company will hold a conference call on Tuesday, May 19 2009 at 17h00
South Africa (9 am Eastern) time to discuss the Transaction. In South Africa
call toll: 011 535 3600 and Internationally call: +27 11 535 3600. No code
required. A transaction presentation will be posted on the Company website on
Tuesday morning (South Africa time).
    Replay will be available (48 hrs after live call) in South Africa at toll
011 305 2030 Code: 266727 followed by the number sign and Internationally at
+27 11 305 2030 Code: 266727 followed by the number sign.
    Bava Reddy, Pr.SciNat, Executive: Mineral Strategy & Exploration for
Anooraq and a qualified person has reviewed the technical information in this
release.

    ON BEHALF OF THE BOARD OF DIRECTORS

    Philip Kotze
    President and CEO
    

    (*) Information for Anooraq Investors

    See May 2009 Technical Report, filed on www.sedar.com. The Mineral
Resource and Reserve estimates were compiled by Anglo Platinum. The following
independent qualified persons, G. Guler, Pr. Eng, FSAIMM, MAusIMM, S. de Waal,
Pr.Sci.Nat, and J. Schweitzer, Pr.Sci.Nat, FSAIMM, associates of Deloitte
Mining Advisory Services accepted the estimates with certain qualifications
that are detailed in the abovementioned Technical Report.
    The qualified person for the Ga-Phasha mineral resource estimate is Anglo
Platinum's in-house qualified person for the project, Gordon Chunnett,
Pr.Sci.Nat. In his opinion, the definitions and standards of the SAMREC Code
are substantively similar to the definitions and standards of the Canadian
Institute of Mining, Metallurgy and Petroleum (the "CIM Standards") which are
recognized by the Canadian regulatory authorities and NI 43-10 and a
reconciliation of the resources between the SAMREC Code and the CIM Standards
does not provide a materially different result. There have been no changes in
the Ga-Phasha mineral resources from the October 2007 estimates.
    The independent qualified person for the Boikgantsho mineral resource
estimate is G.J. van der Heever, Pr.Sci.Nat. The estimate was conducted in
2004 and no further changes to the estimates have been undertaken.

    
    4E is platinum + palladium + rhodium + gold
    3E is platinum + palladium + gold

    The TSX Venture Exchange does not accept responsibility for the adequacy
    or accuracy of this release.

    The NYSE Amex has neither approved nor disapproved the contents of
    this press release.
    

    Cautionary and Forward Looking Information

    This release includes certain statements that may be deemed "forward
looking statements". All statements in this release, other than statements of
historical facts, that address potential acquisitions, future production,
reserve potential, exploration drilling, exploitation activities and events or
developments that Anooraq expects are forward looking statements. Anooraq
believes that such forward looking statements are based on reasonable
assumptions, including assumptions that: the Transaction will complete; Lebowa
will continue to achieve production levels similar to previous years; Anooraq
will be able to complete its financing strategy on relatively favourable
terms; and the Ga-Phasha and Platreef Project exploration results will
continue to be positive. Forward looking statements however, are not
guarantees of future performance and actual results or developments may differ
materially from those in forward looking statements. Factors that could cause
actual results to differ materially from those in forward looking statements
include market prices, exploitation and exploration successes, changes in and
the effect of government policies with respect to mining and natural resource
exploration and exploitation and continued availability of capital and
financing, and general economic, market or business conditions. Investors are
cautioned that any such statements are not guarantees of future performance
and those actual results or developments may differ materially from those
projected in the forward looking statements. For further information on
Anooraq, investors should review the Company`s annual information form filed
on www.sedar.com or its form 20-F with the United States Securities and
Exchange Commission and its other home jurisdiction filings that are available
at www.sedar.com.

    
    Information Concerning Estimates of Measured, Indicated and Inferred
    Resources
    

    This news release also uses the terms "measured resources", "indicated
resources" and ""inferred resources". Anglo Platinum, Anglo American, Pelawan
and Anooraq advise investors that although these terms are recognized and
required by Canadian regulations (under National Instrument 43-101 Standards
of Disclosure for Mineral Projects), the U.S. Securities and Exchange
Commission does not recognize them. Investors are cautioned not to assume that
any part or all of the mineral deposits in these categories will ever be
converted into reserves. In addition, "inferred resources" have a greater
amount of uncertainty as to their existence, and economic and legal
feasibility. It cannot be assumed that all or any part of an Inferred Mineral
Resource will ever be upgraded to a higher category. Under Canadian rules,
estimates of Inferred Mineral Resources may not form the basis of feasibility
or pre-feasibility studies, or economic studies except for a Preliminary
Assessment as defined under National Instrument 43-101. Investors are
cautioned not to assume that part or all of an inferred resource exists, or is
economically or legally mineable.





For further information:

For further information: on Anooraq and its South African properties,
please visit our website www.anooraqresources.com or call investor services in
South Africa at +27 11 883 0831 or in North America at 1-800-667 2114


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