Anooraq Resources Completes Reverse Takeover by Pelawan Investments

On September 30, 2004, Anooraq Resources Corp., a TSX Venture Exchange-listed mining company, completed a transaction which constituted a reverse takeover (the RTO) of Anooraq by Pelawan Investments (Proprietary) Ltd., a private company in South Africa which is owned by historically disadvantaged South Africans.

The RTO resulted in the creation of the first Black Economic Empowerment (BEE) company in South Africa to hold a primary listing in North America. Participation by BEE companies is required for the development of new mines under the recently passed Mineral and Petroleum Resources Development Act in South Africa.

In connection with the RTO, Anooraq acquired a 50 per cent participation interest in the Ga-Phasha Platinum Group Metals (PGM) Project, an advanced stage project with substantial mineral resources already outlined on the Northeastern Limb of the South Africa’s Bushveld Complex, the world’s premier PGM environment, together with 50 per cent of the issued and outstanding common shares of Micawber 277 (Proprietary) Ltd., a South African private company, in return for the issuance to Pelawan of 91,200,000 common shares in the capital of the Anooraq and a cash payment of 16,350,000 South African Rand. Utilising the closing trading price of Anooraq shares on September 24, 2004, the transaction value of the RTO was approximately $165 million.

Anooraq was represented by McCarthy Tétrault LLP in Canada, with a team that included Roger Taplin and Christopher Beardsmore in Vancouver; and by Deneys Reitz in South Africa, with a team led by Andre Visser.

Pelawan was represented by Fasken Martineau DuMoulin LLP in Canada, with a team that included Peter Stafford, Q.C., in Johannesburg, Darryl Levitt in Toronto and Josh Lewis in Vancouver; and by Werksmans in South Africa, with a team led by Morné van der Merwe.

BMO Nesbitt Burns Inc., the sponsor in connection with the RTO, was represented by Stikeman Elliott LLP, with a team that included Jay Kellerman and Matthew Dooley.


Peter H. Stafford Josh Lewis Christopher T. Beardsmore Jay C. Kellerman Roger R. Taplin