VANCOUVER, May 14 /PRNewswire-FirstCall/ -- 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
http://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
http://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 http://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 http://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. DATASOURCE: Anooraq Resources
Corporation CONTACT: on Anooraq and its South African properties,
please visit our website http://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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