Vancouver, BC Canada V6C 2V6
Tel (604) 684 • 6365 Fax (604) 684 • 8092
1 800 667 • 2114
October 27, 2005
Mr. Yong Choi
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 7010
Washington, DC 20549-7010
Via EDGAR CORRESPONDENCE
| RE: | ANOORAQ RESOURCES CORPORATION |
| FORM 20-F FOR THE FOURTEEN MONTHS ENDED DECEMBER 31, 2004 | |
| FILED JULY 15, 2005 | |
| FILE NO. 001-31930 | |
Dear Mr. Choi:
We acknowledge receipt of your Comment Letter dated September 6, 2005 in respect of Form 20-F filed by Anooraq Resources Corporation (the "Company") for the year ended December 31, 2004. In a previous discussion, we had indicated we would be responding by October 27, 2005. Your comments are in italics to the left, our responses to the right.
| Comment | Response | ||
| 1. | Selected Financial Data, page 8 | This has been clarified on page 8 of the amended 20-F. | |
We note you stated that the company’s annualfinancial statements have been audited by itsindependent registered public accounting firm,KPMG LLP. This statement infers annualfinancial statements for all five years presentedhave been audited by KPMG LLP. Pleaseclarify your statement to reflect the periodsaudited by De Visser Gray. | |||
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| Comment | Response | ||
| 2. | Financial Statements, page 86 | These will be attached. | |
Please include the audit reports from yourcurrent and prior independent registered publicaccounting firms. | The KPMG LLP opinion on the financial statements for the 14-month fiscal year ended December 31, 2004 are attached within Exhibit 15.6 | ||
| The De Visser Gray opinion on the financial statements for the year ended October 31, 2003 are attached as Exhibit 15.9. | |||
| 3. | Exhibits 15.7 and 15.8 | The cover sheet was incorrect and has been amended. | |
The consolidated financial statementsreferenced on the cover page of Exhibit 15.8 donot correspond to consolidated financialstatements included in the exhibit. Please reviseas necessary. | |||
| 4. | We note you included unaudited consolidatedfinancial statements as of and for the twelvemonths ended October 31, 2004 and for the twomonths ended December 31, 2004 and threemonths ended January 31, 2003. Please beadvised that the two months ended December31, 2004 and three months ended January 31,2003 are not comparative. We also note youincluded unaudited consolidated financialstatements for the three months ended October31, 2004 and 2003. Please tell us when youelected to change your fiscal year end and yourbasis for including these financial statements forpurposes of complying with transition reportingrequirements. | As a result of a significant acquisition in September 2004, the Company elected at that time to change its year end to December 31, in order to align its reporting cycles with its new, much larger, joint venture partner. The Company's former year end was October 31, and the Company did have a review done by its auditors for the twelve month period ended October 31, 2004 and a formal audit for the 14 month period ended December 31, 2004. Because the financial statements for the 12 months ended October 31, 2004 had been reviewed we felt the higher degree of confidence provided by these financial statements (versus transition period statements for the 2 months ended December 31, 2003, which had not been reviewed nor audited) would be appropriate. | |
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| Comment | Response | |||
Your transition period appears to be betweenNovember 1, 2003 and December 31, 2003, theperiod between the closing of your most recentfiscal year and the opening date of your newlyselected fiscal year. For a transition period thatis six months or less, but more than one month,we would generally require the following: | Based on our reading of the AICPA International Practices Task Force (November 25, 2003) Highlights, which included an extract from theSEC Staff Training Manual Topic Six.II.E "Changes in Fiscal Year End", we concluded that it would be appropriate to provide one 20-F for the 14 months ended December 31, 2004 which would include audited financial statements (i) for the 14 month period, and (ii) unaudited financial statements for the 2 months ended December 31, 2003 and (iii) unaudited financial statements for the 12 months ended December 31, 2004. (ie, one 12-month period and one 2-month period), and sought the relief shown in example 3.b. of that extract. Since the 12 months ended October 31, 2004 had been reviewed, we felt that the most informative disclosure would have been for the (i) 12 months ended October 31, 2004 and (ii) 2 months ended December 31, 2004. We also felt that the information presented in our annual report would be more understandable and useful to readers if it were contained in one filing as opposed to two filings (one stub-period filing and one annual report). The Form 20-F Transition Report would have been due at the end of March 2005. Our Canadian attorneys had had informal conversations with the Deputy Chief Accountant's office once we determined we had a potential issue with the transition period filing, in June 2005. On June 22, 2005, Mr. Olinger of the SEC advised that one 14-month period with a 12- and 2-month split would be acceptable. We are also prepared to undertake to provide an Annual Report on Form 20-F or Form 40-F for the year ended December 31, 2005, on or before March 31, 2006. | |||
a. | A transition report on Form 20-Fshould be filed within the later of threemonths after either the end of thetransition period or the date of theissuer elected to change its fiscal year. | |||
b. | The transition report on Form 20-F(referred to in a. above) should includeunaudited financial statements,reconciled to U.S. GAAP andinformation required by Items 3,9, 15,16, and 17 or 18 of Form 20-F. | |||
| c. | The next annual report on Form 20-Fshould include audited financialstatements for this transition period. | |||
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| Comment | Response | ||
| 5. | Exhibit 99.1 and 99.2 | Amended certifications have been attached, and are presented as Exhibits 12.1 and 12.2. | |
Please revise the certification to be consistentwith the language specified in the standardversion. Please refer to the Instructions as to theExhibits, exhibit 12, of Form 20-F. | |||
As requested in your comment letter, we acknowledge that:
| • | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | SEC staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We trust the foregoing will resolve your comments, appreciating that some of them will be dealt with in future filings. If you require any further information, please feel free to contact the writer at 604-684-6365.
Yours truly,
ANOORAQ RESOURCES CORPORATION
/s/ Paul Mann
Paul Mann, CA
Controller and Finance Manager
| cc: | McCarthy Tetrault Jeffrey Mason, CFO |