EXERCISE OF THE OPTION GRANTED BY BENCO TO MVELA

BENGUELA CONCESSIONS LIMITED
(REGISTRATION NUMBER 88/03608/06)
("BENCO")
MVELAPHANDA DIAMONDS (PTY) LIMITED
(REGISTRATION NUMBER 98/25635/07)
("MVELA")
TRANS HEX GROUP LIMITED
(REGISTRATION NUMBER 63/07579/06)
("TRANS HEX")

EXERCISE OF THE OPTION GRANTED BY BENCO TO MVELA TO ACQUIRE SHARES IN DIAMOND
FIELDS INTERNATIONAL LIMITED ("DFI"), GRANTING OF A FURTHER OPTION BY BENCO TO
TRANS HEX TO SUBSCRIBE FOR NEW SHARES IN BENCO, THE INVESTIGATION OF A MERGER
BETWEEN BENCO AND TRANS HEX, AND FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION

FURTHER TO THE JOINT ANNOUNCEMENT DATED 30 JUNE 1999 ADVISING SHAREHOLDERS THAT
OPTIONS HAD BEEN GRANTED TO MVELA, WHICH OPTIONS WERE CEDED TO A COMPANY
JOINTLY OWNED BY MVELA AND TRANS HEX ("NEWCO"), TO ACQUIRE SHARES IN DFI (THE
"DFI OPTION") OR SUBSCRIBE FOR NEW SHARES IN BENCO (THE "INITIAL OPTION"),
PURSUANT TO THE RECAPITALISATION OF BENCO, SHAREHOLDERS ARE ADVISED THAT:
* NEWCO HAS EXERCISED THE DFI OPTION;

* NEWCO'S INITIAL OPTION TO SUBSCRIBE FOR NEW SHARES IN BENCO HAS EXPIRED; AND
* BENCO HAS GRANTED A NEW OPTION (THE "NEW OPTION") TO TRANS HEX TO SUBSCRIBE
FOR NEW SHARES IN BENCO, WHICH NEW OPTION IS INTENDED TO FACILITATE A MERGER
BETWEEN BENCO AND TRANS HEX ("THE MERGER").
2. EXERCISE OF THE DFI OPTION

NEWCO HAS EXERCISED THE OPTION TO ACQUIRE SHARES IN DFI, IN TERMS OF WHICH
NEWCO WILL ACQUIRE THE 3 880 000 SHARES IN DFI HELD BY BENCO FOR A TOTAL
CONSIDERATION OF R21 MILLION.
3. THE FACILITATING OPTION

THE NEW OPTION GRANTED BY BENCO, IMPLEMENTATION OF WHICH IS SUBJECT TO CERTAIN
CONDITIONS PRECEDENT, INCLUDING THE PRIOR APPROVAL BY THE REQUISITE MAJORITY OF
BENCO SHAREHOLDERS IN A GENERAL MEETING, CONFERS ON TRANS HEX THE RIGHT TO
SUBSCRIBE FOR SUCH NUMBER OF NEW SHARES IN BENCO (THE "BENCO SHARES"), AT A
PRICE OF 40 CENTS PER NEW BENCO SHARE, AS WILL CONFER ON TRANS HEX OWNERSHIP OF
50% PLUS 1 SHARE OF BENCO'S ISSUED SHARE CAPITAL. THE GRANTING OF THE NEW
OPTION WILL FACILITATE THE FULFILMENT OF THE CONDITIONS PRECEDENT TO A MERGER
BETWEEN BENCO AND TRANS HEX, IN THE EVENT OF THE MERGER BEING IMPLEMENTED.
ACCORDINGLY, THE OPTION MAY BE EXERCISED WITHIN AN INITIAL PERIOD OF 90 DAYS
EXPIRING ON 12 NOVEMBER 1999, WHICH MAY BE EXTENDED FOR A FURTHER 90 DAYS
THEREAFTER, SUBJECT TO AGREEMENT BETWEEN BENCO AND TRANS HEX. THE OPTION WILL
LAPSE ON THE IMPLEMENTATION OF THE MERGER OR THE FAILURE TO ACHIEVE THE
CONDITIONS PRECEDENT TO THE MERGER, WHICHEVER IS EARLIER.
4. THE MERGER

THE TERMS OF THE MERGER BETWEEN BENCO AND TRANS HEX WILL BE BASED ON THEIR
RESPECTIVE MARKET CAPITALISATIONS, CALCULATED FOR BENCO AT A PRICE OF 40 CENTS
PER SHARE IN RESPECT OF THE 107 504 931 ISSUED BENCO SHARES, AND FOR TRANS HEX,
AT THE VOLUME WEIGHTED AVERAGE PRICE PER SHARE CALCULATED OVER THE 30 CALENDAR
DAY PERIOD ENDED ON 13 AUGUST 1999 IN RESPECT OF THE 64 381 608 ISSUED SHARES
IN TRANS HEX.

THE MERGER IS SUBJECT TO THE FULFILMENT OF THE FOLLOWING CONDITIONS PRECEDENT:
* THE RECAPITALISATION OF THE US$5,3 MILLION IN SECURED DEBT WHICH IS

OUTSTANDING IN RESPECT OF BENCO'S DIAMOND RECOVERY VESSEL, THE "MOONSTAR";
* THE ISSUANCE BY THE RELEVANT AUTHORITIES OF ASSURANCES SATISFACTORY TO TRANS
HEX IN RESPECT OF THE FISCAL STATUS OF THE MERGED GROUP; AND

* THE PRIOR APPROVAL BY THE REQUISITE MAJORITIES OF THE SHAREHOLDERS OF BENCO
AND OF TRANS HEX IN GENERAL MEETING.

5. THE NEWCO JOINT VENTURE AND MVELA'S OTHER DIAMOND INTERESTS

MVELA AND TRANS HEX ARE JOINTLY REVIEWING THE OPTIMUM ROUTE FOR THE

ACCOMMODATION OF THEIR NEWCO JOINT VENTURE AND MVELA'S OTHER DIAMOND INTERESTS
WITH THE MERGED GROUP, SHOULD THE MERGER BE IMPLEMENTED. A FURTHER ANNOUNCEMENT
CONCERNING MVELA AND NEWCO WILL BE MADE IN THE EVENT THAT THE PROPOSED MERGER
IS IMPLEMENTED.
6. FURTHER CAUTIONARY ANNOUNCEMENT

SHAREHOLDERS OF BENCO AND TRANS HEX ARE ADVISED TO CONTINUE EXERCISING CAUTION
WHEN DEALING IN THEIR SHARES UNTIL SUCH TIME AS A FURTHER ANNOUNCEMENT IS MADE.
CAPE TOWN
20 AUGUST 1999
FINANCIAL ADVISER TO BENCO
FLEMINGS
ROBERT FLEMING SOUTH AFRICA LIMITED
REGISTRATION NUMBER 95/11812/06
FINANCIAL ADVISER TO MVELA
BOE MERCHANT BANK
A DIVISION OF BOE BANK LIMITED
SPONSORING BROKERS TO TRANS HEX

DEUTSCHE MORGAN GRENFELL (SA) (PROPRIETARY) LIMITED
(REGISTRATION NUMBER 795/11798/07)
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
JOINT SPONSORING BROKERS TO BENCO
FLEMING MARTIN SECURITIES LTD
REGISTRATION NUMBER 95/11815/06
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
INCENTIVE
LOWENTHAL (PTY) LTD
A MEMBER OF THE JOHANNESBURG STOCK EXCHANGE