Proposed Acquisition etc

Petra Diamonds Ld
18 May 2000



PETRA DIAMONDS LIMITED

PROPOSED ACQUISITION OF ORYX NATURAL RESOURCES, PROPOSED CHANGE OF NAME TO
ORYX DIAMONDS LIMITED, ADMISSION TO TRADING ON THE ALTERNATIVE INVESTMENT
MARKET, NOTICE OF SPECIAL GENERAL MEETING AND ANNOUNCEMENT OF INTERIM RESULTS

INTRODUCTION

The Directors of Petra are pleased to announce the proposed acquisition of
Oryx Natural Resources ('Oryx'), proposed name change to Oryx Diamonds
Limited, proposed admission to trading on AIM and the interim results to 31
December 1999.

It has always been the objective of Petra Diamonds Limited ('Petra' or 'the
Company') to become a significant player in the diamond industry. The
Directors of Petra ('the Directors') believe that central and southern Africa
host some of the best diamond deposits in the world and that the Company
should continue to focus in these areas. The Directors believe that the
potential rewards are substantial even in the face of continuing political
challenges.

The Directors believe that a strategic merger with another diamond producer
will generate future growth for the Company. The Directors believe that the
acquisition of Oryx ('the Acquisition') will create an enlarged group ('the
Enlarged Group') with the potential to become a significant force within the
diamond market.

The Acquisition will add resources to Petra and will bring a potentially
significant diamond resource.

To this end Petra has agreed to acquire the entire issued share capital of
Oryx, a private mining company, which is currently in production of diamonds.
Subject to the approval of the Petra shareholders and admission to listing on
AIM, Petra will acquire the entire issued share capital of Oryx, the
consideration for which will be the issue of new Petra ordinary shares to the
shareholders of Oryx. Subject to the approval of the Petra shareholders, the
name of the Company will also be changed to Oryx Diamonds Limited.

1999 was a good year for sales in the rough diamond industry, and it is the
belief of the Directors and the proposed new Directors of the Enlarged Group
('the Proposed Directors') that the Acquisition will place the Enlarged Group
in a strong market position.  The Directors and Proposed Directors believe
that the Enlarged Group will have the strength and ability to maximise new
opportunities arising within the diamond market.

Following completion of the Acquisition, existing Petra shareholders will hold
approximately 40 per cent. of the enlarged issued share capital, with existing
Oryx shareholders holding approximately 60 per cent. The Directors and
Proposed Directors believe that the Enlarged Group will be better placed to
raise additional funding for future development as and when required.
Dealings in the existing ordinary shares were suspended on 13 March 2000 at
the request of the Directors. Dealings in the existing ordinary shares will be
restored on 18 May 2000, the day following the issue of the circular to
shareholders, and again suspended on the day of the Special General Meeting.
If the resolutions to be proposed at the Special General Meeting of Petra
shareholders convened for 12 June 2000 are passed, it is anticipated that
Admission will occur and dealings in the enlarged issued share capital will
commence on 13 June 2000.

A circular containing full details of the proposals is being posted to
shareholders today.

DETAILS OF THE ACQUISITION

As set out above, Petra has entered into an acquisition agreement, which is
conditional, inter alia, upon Petra shareholder approval, to acquire the
entire issued share capital of Oryx. The consideration for the acquisition is
£50,561,205, to be satisfied by the issue of 59,483,771 new Petra ordinary
shares.

As at 31 December 1999, Oryx had net assets of $13,514,246 and recorded a net
loss of $2,485,754 from its formation in May 1999 until 31 December 1999.

Oryx is a private limited company duly incorporated under the laws of the
Cayman Islands. Oryx has the commercial right to explore and exploit a diamond
exploration concession ('the Concession') located southwest of Mbuji Mayi in
the Democratic Republic of the Congo, a region regarded as one of the most
diamondiferous in the world. The Concession contains significant alluvial
resources and six kimberlite pipes, the largest of which has been evaluated by
an independent consultant. This is believed by the Proposed Directors to be a
significant diamond resource.

To date, Oryx has invested US$12 million in the exploration of the Concession.
Oryx has three strategic aspects to its operations:

       Kimberlite evaluation, development and production
       Alluvial sampling and production
       Local diamond buying operations within the Concession

Excluding investments in the development of the kimberlites, it is anticipated
by the Proposed Directors that the Enlarged Group will generate a positive
cash flow from the buying and alluvial operations in mid 2000. Oryx currently
has a positive cash balance.

A mining village has been completed on the Concession and full logistical
support and maintenance facilities are established. Access to the Concession
is provided by a local airport (40 km away) and a rail head (60 km away) both
of which link to the Concession via a tarmac road.

An independent consultant's report estimates the total value of the largest
kimberlite pipe, known as the Tshibua pipe, which is known to be
diamondiferous and has a surface area of 36 hectares, together with the
smaller kimberlite pipes in the Concession, to be over US$1 billion dollars.
Discounting for, inter alia, political risk and exploitation costs gives a
value to the Concession of approximately US$208 million. It should be stressed
that the values stated above assume ownership of 100 per cent. of the
Concession. The Enlarged Group, which will be responsible for operations at
the Concession, holds 50 per cent. of the equity interests in the joint
venture company Oryx Zimcon (Private) Limited. Oryx Zimcon (Private) Limited
holds 90 per cent. of the mineral rights to the Concession and the Enlarged
Group will be entitled to 40 per cent. of the distributable profits generated
by the Concession.

The surface of the Tshibua pipe is exposed and accessible, with only minimum
development work required for mining.

Work on the evaluation of the Concession is currently restricted to
exploration only. If this stage is satisfactorily completed, independent bulk
sampling and evaluation to confirm the size and value of the resource and
establish a reserve is anticipated to commence in mid 2000 and will take
eighteen months to complete. This work will require separate funding, which
will be sought only if initial exploration proves satisfactory. Initial
results indicate that a conservative indication of grade is 1.5 carats per
cubic metre and a conservative price per carat is US$25.

Should the current exploration programme prove successful, additional funding
will be required for the detailed evaluation and bulk sampling of the Tshibua
kimberlite pipe. The funding is likely to be a mixture of debt and equity.

DIRECTORS AND PROPOSED DIRECTORS

Immediately prior to Admission Volker Ruffer will resign as a Director of
Petra. The Proposed Directors will be appointed Directors of Petra with effect
from Admission.

Proposed Directors

Thamer Al Shanfari -- Proposed Executive Chairman (aged 32 years)

Thamer Al Shanfari will have overall executive control of the Enlarged Group.
He is a graduate of the Colorado School of Mining and is an entrepreneur who
has founded and established a number of corporations both in the Middle East
and globally. He has been responsible for creating, and maintains significant
equity, in the following publicly quoted companies; Industrial Bank of Oman
SAOG, National Rice Mills SAOG, Hilton Salalah SAOG, and Oasis Energy SAOG. He
retains a senior executive director position on the boards of each of these
companies.

In addition to his holdings in the public companies listed above, he owns a
private investment house, Oryx International Investments LLC, and a number of
private companies in the industrial and oil industries. He is currently
Managing Director and Chairman of Oryx.

Geoffrey White -- Proposed Deputy Managing Director (aged 39 years)

Geoffrey White holds a BSc in economics and management science from the
University of Stirling. During his career he has worked for several large
British and International corporations including Thomas Tilling Plc, BTR Plc,
Dee Corporation Plc, Comp U Card and the Chipperfield Group. He is based in
Oman at the Oryx Group head office and is involved in the development of a
range of projects within the Sultanate and globally. He is currently Deputy
Managing Director of Oryx.

Justin Longley -- Proposed Operations Director (aged 34 years)

Justin Longley holds an MBA from Imperial College, London, and a BSC ( Hons)
Geology from University College, London. Recent experience prior to becoming
the technical and country manager for Oryx included operational and management
experience in the diamond industry in Angola as country manager for Diamond
Works.


Alex Van Hoeken -- Proposed Technical Director (aged 32 years)

Alex Van Hoeken holds a BSc in Mining Engineering from the Colorado School of
Mines. He has experience of developing mining and exploration projects in
Indonesia and Mexico. He has been involved with Oryx from inception and is
operations director for the company.

Ambassador Frances Cook -- Proposed Non-Executive Director (aged 54 years)

Ambassador Frances D. Cook has worked on the African continent for over 20
years. Beginning in 1973, at the American Embassy in Senegal, she later served
in Washington as press officer for Africa during the Carter Administration.
She progressed to serve as State Department Director for the 16 nations of
West Africa. Subsequently, as Deputy Assistant Secretary of State for
Political-Military Affairs, Ambassador Cook became responsible for all U.S.
military assistance worldwide. She has led numerous delegations and
negotiations in Africa, and has frequently represented the President of the
U.S. Included among her official positions on the continent are U.S.
Ambassador to Burundi; U.S. Ambassador to Cameroon; Charge d'Affaires, a.i. in
Kinshasa; U.S. Coordinator for Sudan. Ambassador Cook became an international
business consultant in 1999, following her third post as a U.S. Ambassador
(Sultanate of Oman). She was educated at the Harvard and Virginia
universities, and holds numerous awards and decorations, U.S. and foreign,
civil and military.

His Excellency Dr Issa Ghanem Al-Kawari -- Proposed Non-Executive Director
(aged 55 years)

Dr Al-Kawari, a Qatari citizen, has acted for more than thirty years as a
personal advisor to the former ruler of the State of Qatar and as the director
of his private office.

In the years prior to 1995, when the former ruler left Qatar, Dr Al-Kawari was
a member of the cabinet originally as Information Minister and subsequently as
Minister of Diwan Amiri Affairs. During that period he was also Chairman and a
Director of many Qatari State holding companies as well as private companies.

Dr Al-Kawari currently combines his role as a personal adviser to the former
ruler of the State of Qatar with that of an independent businessman.

Dr Michael Berry -- Proposed Non-Executive Director (aged 52 years)

Dr Berry was educated at the University of Waterloo, the University of
Connecticut and Arizona State University, where he obtained a PhD specializing
in quantitative analysis and investment finance. He has acted as an adviser to
the Governments of Canada, China and other countries as well as to the World
Bank. His recent career includes fund management specialising in smaller and
medium-sized companies. He is the author of a number of publications on
economics, and is currently a consultant specialising in corporate fund
raising.

Dr Moses Anafu -- Proposed Non-Executive Director (aged 52 years)

Dr Moses Anafu was educated at the University of Ghana and subsequently
undertook his doctorate at Kings College, University of Cambridge. In 1979 he
joined the Commonwealth Secretariat and advanced to his current position of
Special Advisor, Political Affairs, to the Commonwealth Secretary as head of
the Africa Division. He has represented the Commonwealth Secretariat at major
international conferences including the Organisation of African Unity summits
and the General Assembly of the United Nations. Special assignments undertaken
for the Commonwealth Office include working in Zanzibar, Pakistan, Sierra
Leone, South Africa, Lesotho and Bangladesh.

Umesh Khimji -- Proposed Non-Executive Director (aged 36 years)

Umesh Khimji holds a BA in business administration from the University of San
Diego, California. He has invested in and established a wide range of
companies both in Europe, the USA, India and the Middle East. He plays a key
role as a director and senior executive in the companies with which he is
involved. Current involvement includes a diverse range of companies from the
hotel, industrial, banking and software industries worldwide.

ADMISSION AND DEALINGS

Application will be made for the whole of the enlarged issued share capital to
be admitted to trading on AIM. No application is being made for any of the
Ordinary Shares of the Enlarged Group to be admitted to the Official List of
the UK Listing Authority.

It is anticipated that trading in the Ordinary Shares will commence at 8.00
a.m. on 13 June 2000.

SPECIAL GENERAL MEETING

A notice convening the Special General Meeting of Petra shareholders to be
held at Grant Thornton, Grant Thornton House, Melton Street, Euston Square,
London NW1 2EP at 11.00 a.m. on 12 June 2000 is being sent to shareholders
today. At the meeting, resolutions will be proposed as follows:

(1)       to approve the Acquisition;

(2)       to increase the authorised share capital of the Company to
          £20,000,000 by the creation of 140,000,000 new Ordinary Shares of 10p 
         each;

(3)       to give the Directors authority to allot the unissued ordinary share
          capital of the Company;

(4)       to change the name of the Company to Oryx Diamonds Limited with
          effect from such date as any Director or officer sees fit;

(5)       to increase the limit for the grant of options under the Company's
          share option scheme to 10 per cent. of the issued share capital;

(6)       to increase the maximum number of Directors;

(7)       to give the Directors authority to fill the resulting vacancies on
          the Board; and

(8)       to increase the aggregate remuneration of the Directors for their
          services as  Directors.




ANNOUNCEMENT OF INTERIM RESULTS       


                         PETRA DIAMONDS LIMITED

               UNAUDITED CONSOLIDATED PFOFIT AND LOSS ACCOUNT
               FOR THE SIX MONTH PERIOD ENDED 31 DECEMBER 1999

                               Unaudited                    Unaudited
                               Figures         Audited      figures
                               1 July 1999-    results      1 July 1998-
                               31 December    1 July 1998-  31 December
                                      1999    30 June 1999        1998
                                        £           £              £
Turnover                            7,177        100,445        86,900
Cost of mining operations         (66,112)      (461,752)     (286,131)
Gross loss                        (58,935)      (361,307)     (199,231)
Other operating income and
  charges                        (623,533)    (1,007,151)     (698,914)
Operating loss                   (682,468)    (1,368,458)     (898,145)
Share of operating profit/
  (loss) of associate               3,699        (10,266)       (8,704)
Finance costs                     (56,831)       (16,776)       18,972
Loss on ordinary activities
 before and After taxation
 for the financial period        (735,600)    (1,395,500)     (887,877)
                                ==========     ==========     ========
Loss per Ordinary Share            (1.91p)        (4.09p)       (2.63p)
                                ==========     =========      ========


                           PETRA DIAMONDS LIMITED
                    UNAUDITED CONSOLIDATED BALANCE SHEET
                            AT 31 DECEMBER 1999

                                  Unaudited        Audited     Unaudited
                                  Figures          results     figures
                                  31 December      30 June     31 December
                                      1999           1999          1998
                                       £               £            £
Capital and reserves
Called up share capital           3,841,625       3,414,973     3,381,657
Share premium account            10,568,446       9,622,784     9,292,863
Other reserves
   Foreign Exchange
   Translation Reserve           (1,413,256)     (1,339,210)   (1,397,320)
Profit and loss account          (4,625,402)     (3,889,800)   (3,382,177)
Minority interest                     2,211           2,211            --
                                                                              
                                  8,373,624       7,810,958     7,895,023
                                  =========        ========     ==========

Fixed Assets
Intangible assets                 8,359,789       8,660,792     7,323,749
Tangible assets                     263,570         370,041       370,459      
Investments in associated
   companies                         10,187             857            --
                                  8,633,546       9,031,690     7,694,208
                                 ==========        ========     ==========

Current Assets
Stock                                 4,348           5,230        12,095
Debtors                             400,213         434,469       453,877
Cash and cash equivalents           453,254          38,164       200,356
                                    857,815         477,863       666,328

Creditors:

Amounts falling due
   within one year               (1,117,737)     (1,698,595)     (465,513)

Net current assets/
  (liabilities)                    (259,922)     (1,220,732)      200,815
                                 ==========       =========    ===========
Total assets less current
  liabilities                     8,373,624       7,810,958     7,895,023
                                 ==========       =========    ===========

Notes to the Interim Financial Statements for the six months ended 31 December
1999

1. The unaudited interim financial statements for the six months ended 31
   December 1999 do not constitute statuary accounts within the meaning of
   section 240 of the Companies Act 1985.

   They have been drawn up using accounting policies and presentation           
 consistent with those applied in the audited accounts for the year ended      
30 June 1999.

2. No dividends were proposed or paid during the period.