Mawenzi Resources Limited and Zarara Oil and Gas Limited -- Offer By Mawenzi To Acquire The Entire Issued Share Capital Of Zarara.

Business Editors

SAN ANTONIO, Texas--(BUSINESS WIRE)--Feb. 25, 2000

(OTC BB:ZARAF)

The Offer

Mawenzi Resources Limited ("Mawenzi") has commenced an offer (the "Offer") to acquire the entire issued share capital of Zarara Oil and Gas Limited ("Zarara") (OTC BB: ZARAF) and all outstanding options and warrants to acquire Zarara ordinary shares. An offer document was dispatched on October 27, 1999 to all of the registered holders of Zarara ordinary shares and holders of warrants and options to acquire Zarara ordinary shares other than those resident in the U.S. After complying with the applicable U.S. federal and state securities laws requirements of certain states, on February 17, 2000 Mawenzi extended the Offer to the U.S. except for the states of Arizona, Arkansas, California, Connecticut, Delaware, Indiana, Kansas, Kentucky, Louisiana, Massachusetts, Mississippi, New Hampshire, New Mexico, North Dakota, Oklahoma, Texas, Utah, Virginia, and Washington. Mawenzi will send written notification if and when it has complied with the securities laws of these states and the Offer is allowed to be made in these states.

The terms of the Offer are as follows:

- Mawenzi will offer 2 new Mawenzi ordinary shares for every Zarara ordinary
share;

- Mawenzi will offer 2 new Mawenzi 'A' options for every Zarara warrant on
substantially the same terms as the Zarara warrants; and

- Mawenzi will offer 2 new Mawenzi 'B' options for every Zarara option on
substantially the same terms as the Zarara options.

This Offer is the same Offer that was made to Zarara shareholders in other countries. The Offer is open for acceptance until 15 March 2000.

Recommendation of the Offer

The independent director of Zarara, Mr. John Killer, having been advised by Zarara's financial advisers, Nabarro Wells & Co. Limited, that the Offer is fair and reasonable to the holders of Zarara shares, warrants and options, has recommended that the Offer be accepted.

Reasons for Mawenzi making the Offer

Mawenzi is a Johannesburg Stock Exchange listed company which is in the process of moving away from its past core business as an investor in real property and into the natural resources and financial services sectors. Mawenzi has stated its belief that Zarara's interests in Mozambique will complement Mawenzi's forward plans and that the combined group of companies will be in a stronger position to develop and exploit natural resources interests in Southern Africa.

Mawenzi Shareholder Approval

At the general meeting of Mawenzi shareholders held in Johannesburg, South Africa on October 26, 1999, the Mawenzi shareholders approved the issuance of the Mawenzi ordinary shares, Mawenzi "A" options, and Mawenzi "B" options for issuance to registered holders of Zarara ordinary shares and holders of warrants and options to acquire Zarara ordinary shares in connection with the Offer.

Acceptances

As of January 25, 2000 Mawenzi had received acceptances from Zarara shareholders which account for 80.5% of the Zarara ordinary shares and 29% of the Zarara options and warrants.

This announcement is neither an offer nor a solicitation of an offer to buy securities. The offering is made only by the offering circular mailed to Zarara shareholders.

This press release includes statements which may constitute "forward-looking" statements, usually containing the words "believe", "estimate", "project", "expect" or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, continued acceptance of the products and services in the marketplace, competitive factors, dependence upon third-party vendors, and other risks detailed in the periodic filings with the Securities and Exchange Commission. By making these forward-looking statements, Mawenzi and Zarara undertake no obligation to update these statements for revisions or changes after the date of this release.