BENCO/TRANS HEX - OPTION GRANTED TO MVELA TO SUBSCRIBE FOR SHARES

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

OPTION GRANTED TO MVELA TO SUBSCRIBE FOR SHARES IN BENCO OR ACQUIRE SHARES IN
DIAMOND FIELDS INTERNATIONAL LIMITED ("DFI") AND FURTHER BENCO CAUTIONARY
ANNOUNCEMENT
1.  INTRODUCTION

THE DIRECTORS OF MVELA AND TRANS HEX ARE AUTHORISED TO ANNOUNCE THAT MVELA (A
COMPANY CONTROLLED BY MR TOKYO SEXWALE, AND WHICH RECENTLY ACQUIRED

A STRATEGIC INTEREST IN GEM DIAMOND MINING CORPORATION LIMITED) HAS FORMED A
STRATEGIC ALLIANCE WITH TRANS HEX THROUGH THE FORMATION OF A NEW JOINTLY OWNED
COMPANY ("NEWCO").  NEWCO WILL FOCUS ON THE JOINT DEVELOPMENT OF PROJECTS IN
THE DIAMOND INDUSTRY, AND TRANS HEX WILL USE ITS BEST EFFORTS TO FACILITATE THE
FUNDING OF SUCH PROJECTS.

FURTHER TO THE BENCO CAUTIONARY ANNOUNCEMENTS DATED 19 APRIL, 27 MAY AND 25
JUNE 1999, BENCO HAS CONCLUDED A WRITTEN AGREEMENT WITH MVELA AND TRANS HEX
DATED 29 JUNE 1999. IN TERMS THEREOF BENCO HAS GRANTED AN OPTION TO MVELA WHICH
WILL BE CEDED TO NEWCO. NEWCO MAY: EITHER

* SUBSCRIBE FOR NEW SHARES IN BENCO, AT A PRICE OF 40 CENTS PER BENCO SHARE, TO
ACQUIRE 50% OF BENCO'S INCREASED, ISSUED SHARE CAPITAL PLUS 1 SHARE THEREIN
("THE BENCO OPTION") FOR A SUBSCRIPTION CONSIDERATION OF R43 MILLION; OR
* ACQUIRE 3 880 000 SHARES IN DFI, HELD BY BENCO, FOR A CONSIDERATION OF R21
MILLION ("THE DFI OPTION").

DFI IS A PUBLIC COMPANY LISTED ON THE TORONTO AND VANCOUVER STOCK EXCHANGES,
WHICH HOLDS PROSPECTIVE MARINE DIAMOND CONCESSIONS OFF THE NAMIBIAN COAST.
2.  RATIONALE

IN BENCO'S INTERIM REPORT IN RESPECT OF THE SIX MONTHS ENDED 30 NOVEMBER 1998,
AS PUBLISHED ON 5 MARCH 1999, SHAREHOLDERS WERE INFORMED THAT IN VIEW OF
BENCO'S REDUCED CASH RESOURCES, THE DIRECTORS HAD FOCUSED THEIR ATTENTION ON
WAYS TO MEET THE OUTSTANDING PAYMENTS DUE IN RESPECT OF BENCO'S MINING VESSEL,
MV MOONSTAR.

THE PROCEEDS OF THE SUBSCRIPTION FOR SHARES IN BENCO BY NEWCO WILL BE UTILISED
AS FOLLOWS:

-  TO PAY THE INSTALMENT ON 30 JUNE 1999 WHICH IS DUE TO BENCO'S MAJOR
CREDITOR, LAMBETH TRADING PTE LIMITED, A COMPANY INCORPORATED
IN SINGAPORE; AND

-  TO PROVIDE BENCO WITH ADDITIONAL WORKING CAPITAL TO SERVICE ONGOING
EXPLORATION COMMITMENTS IN ORDER TO INCREASE BENCO'S RESOURCE BASE.

THE MAJOR CHALLENGE WHICH BENCO HAS FACED AS A DIAMOND MINING AND EXPLORATION
COMPANY HAS BEEN TO STABILISE THE MV MOONSTAR AS A PROFITABLE

MINING VESSEL, WHILE SIMULTANEOUSLY MEETING ITS EXPLORATION TARGETS. AS STATED
IN BENCO'S LAST ANNUAL REPORT, AN ADDITIONAL EXPLORATION VESSEL TO COMPLEMENT
THE MV MOONSTAR WOULD BE OF GREAT BENEFIT TO BENCO. HOWEVER, THE ACQUISITION OF
ANOTHER VESSEL HAS NOT TO DATE BEEN CONSIDERED FEASIBLE,

THEREBY HAMPERING THE REALISATION OF THE POTENTIAL VALUE IN BENCO'S EXTENSIVE
DIAMOND CONCESSIONS.

A SIGNIFICANT FOCUS IN NEWCO'S DUE DILIGENCE OF BENCO, AS OUTLINED IN PARAGRAPH
5, WILL BE ON THE OPERATING ECONOMICS OF THE MV MOONSTAR. THIS WILL INVOLVE AN
ANALYSIS OF THE IMPACT ON THE PROFITABILITY OF THE VESSEL OF THE IMPLEMENTATION
OF ANY NECESSARY TECHNICAL AND FINANCIAL RESTRUCTURING.

PURSUANT TO THE SUBSCRIPTION FOR FURTHER SHARES BY NEWCO IN TERMS OF THE BENCO
OPTION, BENCO WILL BENEFIT NOT ONLY FROM ITS RECAPITALISATION BUT IN ADDITION,
FROM THE TECHNICAL EXPERTISE OF TRANS HEX THROUGH ITS SHAREHOLDING IN NEWCO AND
THE OPPORTUNITY OF PARTICIPATING IN THE EXPANDED CAPITAL BASE OFFERED BY NEWCO.
THE RELATIONSHIP WITH NEWCO WILL ENABLE BENCO'S OFFSHORE CONCESSIONS,

PARTICULARLY AS REGARDS THOSE CONCESSIONS HISTORICALLY SHARED WITH TRANS HEX,
AND THE CONCESSIONS HELD BY BENCO ALONG THE ORANGE RIVER, TO BE EXPEDITIOUSLY
TURNED TO ACCOUNT.
3.  TERMS OF THE BENCO OPTION
THE TERMS OF THE BENCO OPTION ARE AS FOLLOWS:

-  SUBJECT TO THE FULFILMENT OF THE CONDITIONS SET OUT IN PARAGRAPH 5 BELOW,
NEWCO WILL SUBSCRIBE FOR SUCH NUMBER OF NEW SHARES IN BENCO, AT A PRICE OF 40
CENTS PER NEW BENCO SHARE, AS WILL CONFER ON NEWCO OWNERSHIP OF 50% OF BENCO'S
INCREASED, ISSUED SHARE CAPITAL PLUS 1 SHARE THEREIN.

-  ON THE BASIS OF BENCO'S CURRENT ISSUED SHARE CAPITAL, THE TOTAL
CONSIDERATION WILL BE R43 001 973; AND

-  NEWCO HAS PROVIDED BENCO WITH R11 MILLION IN BRIDGING FINANCE TO FUND THE
CAPITAL AND INTEREST PAYMENTS DUE TO LAMBETH ON 30 JUNE 1999

("THE INITIAL CASH AMOUNT"). AS SECURITY FOR THIS ADVANCE BENCO HAS PLACED THE
DFI SHARES IN TRUST.
4.  TERMS OF THE DFI OPTION
THE TERMS OF THE DFI OPTION ARE AS FOLLOWS:

- IF NEWCO ELECTS NOT TO EXERCISE THE BENCO OPTION, NEWCO WILL ACQUIRE THE DFI
SHARES FOR A TOTAL CONSIDERATION OF R21 MILLION UNDER THE DFI OPTION, LESS THE
INITIAL CASH AMOUNT ALREADY PROVIDED TO BENCO IN TERMS OF THE BENCO OPTION; AND
- IF NEWCO IS PREVENTED FROM ACQUIRING 50% OF BENCO'S INCREASED, ISSUED SHARE
CAPITAL PLUS 1 SHARE THEREIN, BY REASON OF THE BENCO SHAREHOLDERS NOT VOTING IN
FAVOUR OF THE NECESSARY RESOLUTIONS TO GIVE EFFECT TO THE BENCO OPTION, NEWCO
WILL BE ENTITLED TO ACQUIRE THE DFI SHARES UNDER THE DFI OPTION FOR A TOTAL
CONSIDERATION OF R20 MILLION LESS THE INITIAL CASH AMOUNT.
5.  CONDITIONS FOR THE BENCO OPTION

THE EXERCISE BY NEWCO OF THE BENCO OPTION AND THE SUBSCRIPTION FOR BENCO SHARES
BY NEWCO IS SUBJECT TO THE FULFILMENT OF THE FOLLOWING CONDITIONS:

-  THE SATISFACTORY CONCLUSION BY NEWCO OF A DUE DILIGENCE INVESTIGATION INTO
THE BUSINESS AND AFFAIRS OF BENCO;

-  THE APPROVAL OF THE JOHANNESBURG STOCK EXCHANGE, SECURITIES REGULATION PANEL
AND OTHER APPROPRIATE REGULATORY AUTHORITIES; AND

-  THE APPROVAL BY THE BENCO SHAREHOLDERS IN GENERAL MEETING OF THE NECESSARY
RESOLUTIONS TO GIVE EFFECT TO THE BENCO OPTION INCLUDING THE APPROVAL OF THE
WAIVER OF THE REQUIREMENT FOR A MANDATORY OFFER TO BENCO SHAREHOLDERS BY NEWCO
AS A RESULT OF THE EXERCISE OF THE BENCO OPTION.
6.  FINANCIAL EFFECTS

THE PRO-FORMA FINANCIAL EFFECTS OF THE BENCO OPTION ON THE LOSS PER SHARE AND
NET ASSET VALUE PER SHARE FOR THE SIX MONTHS ENDING 30 NOVEMBER 1998 ARE SET
OUT IN THE TABLE BELOW:

                                     BEFORE THE    AFTER THE     %

                                     BENCO OPTION  BENCO OPTION
INCREASE/(DECREASE)

LOSS PER BENCO SHARE (CENTS)         15,48         5,84          (62,27)
NET ASSET VALUE BENCO SHARE (CENTS)  34,88         39,33         12,76
NOTES:

1.  THE LOSS PER SHARE HAS BEEN CALCULATED ASSUMING THE BENCO OPTION WAS
EFFECTIVE FROM 1 JUNE 1998 AND THAT THE R43 MILLION RECEIVED BY BENCO IN TERMS
OF THE SUBSCRIPTION WAS INVESTED AND EARNED 19% INTEREST OVER THE 6 MONTHS
PERIOD TO 30 NOVEMBER 1998. NO TAX WAS PAYABLE.

2.  THE NET ASSET VALUE WAS CALCULATED ASSUMING THE ISSUE OF 107 504 932 BENCO
SHARES TO NEWCO.
7.  FURTHER CAUTIONARY ANNOUNCEMENT

SHAREHOLDERS ARE ADVISED TO CONTINUE EXERCISING CAUTION WHEN DEALING IN THEIR
BENCO SHARES.
8.  FURTHER ANNOUNCEMENT
A FURTHER ANNOUNCEMENT WILL BE MADE IN DUE COURSE.
CAPE TOWN
30 JUNE 1999
CORPORATE ADVISER TO BENCO
ROBERT FLEMING SOUTH AFRICA LIMITED
REGISTRATION NUMBER 95/11812/06
ATTORNEYS TO BENCO
CLIFFE DEKKER FULLER MOORE INC
(REGISTRATION NUMBER 98/18173/21)
CORPORATE ADVISER TO MVELA
BOE SECURITIES (PTY) LTD
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
CO. REG. NO. 96/15589/07
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
ATTORNEY TO TRANS HEX AND MVELA
BRINK COHEN LE ROUX & ROODT INC ATTORNEYS
REG. NO. 93/04501/21