TITANIUM SANDS LIMITED — AGM Information 2007

Oct 25, 2007

PRECIOUS METALS AUSTRALIA LIMITED ACN 009 131 533

PMA PRECIOUS METALS AUSTRALIA LIMITED

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

INCORPORATING

EXPLANATORY STATEMENT

AND

PROXY FORM

Date of Meeting 26[th] November 2007

Time of Meeting 10.00 am WST

Place of Meeting Celtic Club 48 Ord Street West Perth WA 6005

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PRECIOUS METALS AUSTRALIA LIMITED ACN 009 131 533

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Shareholders of Precious Metals Australia Limited ACN 009 131 533 (" PMA " or " Company ") will be held at the Celtic Club, 48 Ord Street, West Perth WA 6005 on Monday 26th November 2007 at 10.00 am WST for the purpose of transacting the following business.

An Explanatory Memorandum containing information in relation to the following resolutions and a Proxy Form accompanies this Notice.

AGENDA

ORDINARY BUSINESS

ANNUAL FINANCIAL REPORT

To receive and consider the financial report of the Company and the reports of the Directors and auditors for the year ended 30 June 2007.

RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That the Remuneration Report for the Company (included in the Report of the Directors) for the year ended 30 June 2007 be adopted.”

Please note that whilst the Corporations Act requires this resolution to be put to the vote, the resolution is advisory only and does not bind the Directors or the Company. A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

RESOLUTION 2: RE- ELECTION OF RODERICK SMITH

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That Roderick Smith, being a Director of the Company who retires by rotation under rule 9.3(a) of the Company’s constitution and Listing Rule 14.4, and being eligible, is re-elected as a Director of the Company.”

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RESOLUTION 3: RE-ELECTION OF THE EARL OF WARWICK

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That the Earl of Warwick, being a Director of the Company who retires by rotation under rule 9.3(a) of the Company’s constitution, and being eligible, is re-elected as a Director of the Company.”

RESOLUTION 4: ELECTION OF ANDREW SIMPSON

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That Andrew Simpson, having been appointed as a Director of the Company since the last annual general meeting and who retires under rule 9.3(f) of the Company’s constitution and Listing Rule 14.4, and being eligible, is re-elected as a Director of the Company.”

SPECIAL BUSINESS

RESOLUTION 5: CHANGE OF COMPANY NAME

To consider and, if thought fit, to pass the following resolution as a special resolution:

“The name of the company is changed to Windimurra Vanadium Limited.”

RESOLUTION 6: INCREASE IN THE MAXIMUM AGGREGATE REMUNERATION OF NON-EXECUTIVE DIRECTORS

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of rule 9.5(a) of the Company’s constitution, Listing Rule 10.17 and for all other purposes, the maximum aggregate remuneration payable by the Company to Non-Executive Directors as Directors’ fees be increased to $1,000,000 per annum.”

The Company will disregard any votes cast on this resolution by the Directors and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the Proxy Form, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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RESOLUTION 7: ISSUE OF OPTIONS TO IAIN SCOTT, A DIRECTOR OF THE COMPANY

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"For all purposes including for the purposes of section 208 of the Corporations Act 2001 and Listing Rule 10.14, the Company approves and authorises the issue of the following options:

• (a) 250,000 options vesting upon 12 months service at an exercise price of $2.00 each; and

• (b) a further 250,000 options vesting upon 24 months service at an exercise price of $2.75 each,

to Iain Scott, Managing Director of the Company, or his nominee, under the Company’s Executive and Employee Share Option Plan on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice."

The Company will disregard any votes cast on this resolution by the Directors and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the Proxy Form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

RESOLUTION 8: APPROVAL OF SHARE PLACEMENT TO NOBLE GROUP LIMITED

To consider and, if thought fit, to pass the following as an ordinary resolution:

“That, for the purposes of Listing Rule 7.1 and all other purposes, the issue to Noble Resources Limited (“ Noble ”) of 3,728,549 fully paid ordinary shares in the capital of the Company pursuant to the Vanadium Sales and Marketing Agreement entered into by the Company, Noble and Noble Group Limited dated 28 July 2006 as described in the Explanatory Memorandum accompanying this Notice be approved.”

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the Proxy Form; or is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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WHO MAY VOTE

Snapshot date

For the purposes of regulation 7.11.37 of the Corporations Regulations, the Company determines that members holding ordinary shares as at 10.00 am WST on Saturday 24 November 2007 will be entitled to attend and vote at the Annual General Meeting.

Proxies

1. A Shareholder of the Company entitled to attend and vote has a right to appoint a proxy to attend and vote instead of the Shareholder. A Shareholder of the Company entitled to attend and cast two or more votes is entitled to appoint not more that two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the Shareholder’s voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.

2. If a Shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

3. (a) appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act 2001 (Cth); and

4. (b) provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

If such evidence is not received before the meeting, then the body corporate (through its representative) will not be permitted to act as a proxy.

1. A Proxy Form accompanies this Notice and to be valid must be received by the Company by 5.00pm WST on Friday 23 November 2007 (“ Proxy Deadline ”). Proxies may be submitted:-

2. (a) By hand delivery to the Company’s registered office at Level 4, 76 Kings Park Road, West Perth Western Australia 6005; or

3. (b) By post addressed to Precious Metals Australia Limited, c/- Computershare Investor Services Pty Ltd, GPO Box D 182, Perth, WA, 6840; or

4. (c) By facsimile at (08) 9423 1999 or (08) 9323 2033.

A proxy appointment must be signed by the Shareholder or the Shareholder’s attorney. Where the appointment is signed by the appointer’s attorney, a certified copy of the authority, or the authority itself, must be lodged with the Company in one of the above ways by the Proxy Deadline. If facsimile transmission is used, the authority must be certified.

BY ORDER OF THE BOARD

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_ Matthew Lilly Company Secretary Date: 11 October 2007

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PRECIOUS METALS AUSTRALIA LIMITED ACN 009 131 533

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the purposes of the Listing Rules and the Corporations Act. The purpose of this Explanatory Memorandum is to provide Shareholders with all the information known to the Company that is material to Shareholders in deciding whether or not to approve resolutions 1 to 8 as set out in this Notice.

The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Certain capitalised terms in this Explanatory Memorandum are defined in the Glossary.

ANNUAL FINANCIAL REPORT

The Corporations Act and the Company’s constitution require:

• the reports of the Directors and auditors; and

• the annual financial report, including the financial statements of the Company for the year ended 30 June 2007,

to be laid before the annual general meeting. Neither the Corporations Act nor the constitution requires a vote of Shareholders on the reports or statements. However, Shareholders will be given ample opportunity to raise questions or comments on the management of the Company.

Also, a reasonable opportunity will be given to Shareholders as a whole at the meeting to ask the Company’s auditor questions relevant to the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

The Remuneration Report is required to be considered for adoption under section 250R of the Corporations Act. The vote on the resolution is advisory only and does not bind the Directors of the Company.

The Remuneration Report detailing the Company’s policy on the remuneration of NonExecutive Directors, executive Directors and senior executives is set out in the Directors’ Report in the Company’s 2007 Annual Report.

Shareholders will be given ample opportunity to raise questions or comments on the Remuneration Report.

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RESOLUTIONS 2 and 3: RE-ELECTION OF RODERICK SMITH AND THE EARL OF WARWICK

Roderick Smith and the Earl of Warwick retire by rotation and offer themselves for reelection. Under rule 9.3(a) of the Company’s constitution, one third of all Directors apart from the Managing Director must retire at each annual general meeting. Roderick Smith and the Earl of Warwick are required to retire at this annual general meeting pursuant to rule 9.3(c) of the Company’s constitution as they have held their office as a Director for the longest period of time.

Roderick Smith is also required to retire at this annual general meeting by operation of Listing Rule 14.4. Under that rule, a director of a public company may not hold office without reelection past the third annual general meeting following the director’s appointment or 3 years, whichever is longer.

Both Roderick Smith and the Earl of Warwick offer themselves for re-election.

Roderick Smith (B.Com ASIA CA), Non-Executive Director

Roderick Smith was Managing Director of the Company from 1985 to 2000 and 6 April 2004 to 20 June 2007. Mr Smith graduated from the University of Western Australia with a Bachelor of Commerce in 1977. He is a Chartered Accountant and a fellow of the Financial Services Institute of Australasia. He holds a Diploma in Mining Investment Analysis and has studied geology. Roderick Smith has been involved at board level with several listed public companies, and has been instrumental in the development of four mines in Western Australia.

The Earl of Warwick, Non-Executive Director

The Earl of Warwick has extensive management and property experience in Australia and overseas. He has been a Director of the Company since 1991 and was Chairman from 2002 to 2005.

RESOLUTION 4: ELECTION OF ANDREW SIMPSON

Andrew Simpson was appointed by the Board as a Director since the last annual general meeting. Under the constitution of the Company he holds office only until this meeting and therefore offers himself for election.

Andrew Simpson, Non-Executive Director – Marketing

Andrew Simpson brings to the Board considerable international marketing experience within the resources sector. Mr Simpson holds a Graduate Diploma in Business and Administration (majoring in Marketing and Finance) from Curtin University and is currently the Managing Director of Resources and Technology Marketing Services Pty Ltd (RTM) in Perth. Mr Simpson is non-executive Chairman of Swick Mining Services and non-executive Director of Wintech International, ABM Resources Limited, India Resources Limited, Vital Metals Limited, Crawley Resources Ltd and Territory Resources Limited. He is a member of the Australian Institute of Company Directors.

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RESOLUTION 5: CHANGE OF COMPANY NAME

The Board is of the view that the proposed name change of the Company to WINDIMURRA VANADIUM LIMITED better reflects the Company’s focus on its core Windimurra Vanadium project in the Mid West of WA, which it is aiming to bring into production next year.

The Board believes the timing is right to make the change, following recent new appointments to the Board and management, and the evolution of the Company as it progresses towards production and sales of vanadium from Windimurra next year.

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Under section 157(1) of the Corporations Act, for a company to change its name a resolution to this effect must be passed by special majority in a general meeting of members. For this reason, Shareholder approval is being sought to change the name of the Company to Windimurra Vanadium Limited.

The Company will arrange for its existing operating subsidiary, Windimurra Vanadium Pty Ltd, to change its name to MidWest Vanadium Pty Ltd (or something similar) prior to effecting the name change of the Company described above.

RESOLUTION 6: INCREASE IN THE MAXIMUM AGGREGATE REMUNERATION OF NON-EXECUTIVE DIRECTORS

Rule 9.5(a) of the Company’s constitution and Listing Rule 10.17 require that the Company must not increase the maximum amount of Non-Executive Directors’ fees payable without the approval of shareholders.

Resolution 6 proposes an increase in the aggregate level of fees that may be paid to NonExecutive Directors. The current aggregate level of fees paid to Non Executive Directors is $280,000. It is proposed that the total maximum payable by the Company each year to NonExecutive Directors be set at an aggregate amount of $1,000,000. If Shareholders pass this resolution, therefore, the maximum amount will be increased by $720,000 per annum.

The Company’s constitution allows the Directors to divide the total aggregate amount between themselves in such manner and proportions as they may from time to time agree.

The additional amount allows for scope for additions to the Board’s membership, should the Board wish to appoint additional Non-Executive Directors in the future. The aggregate sum of $1,000,000 has been calculated by the Directors having regard to market competitive remuneration levels and potential future appointments.

RESOLUTION 7: ISSUE OF OPTIONS TO IAIN SCOTT (MANAGING DIRECTOR)

Shareholders are asked to approve the issue of 500,000 options to Iain Scott, who is the Managing Director of the Company. The issue of options to Iain Scott is part of his remuneration and is to act as an incentive to further improve the Company’s performance.

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The options will be issued in accordance with the Company’s Executive and Employee Share Option Plan ( Plan ), and shall be on the terms set out below and in Annexure A to this Explanatory Memorandum (which forms part of this Explanatory Memorandum).

Each option entitles the holder to subscribe for and be issued with one fully paid ordinary share in the Company. Shares issued upon the exercise of the options will rank equally in all respects with the existing Shares on issue.

Shareholder approval for the grant of the options to Iain Scott is required for the purposes of Listing Rule 10.14 and section 208 of the Corporations Act.

Listing Rule 10.14

Listing Rule 10.14 provides that a company must not issue securities to Directors or their associates under an employment incentive scheme (such as the Plan) without the approval of shareholders. Approval under Listing Rule 10.14 is an exception to the prohibition on a company issuing securities to related parties under Listing Rule 10.11.

In compliance with the information requirements of Listing Rule 10.15 the following information is provided:

• The options will be issued to Iain Scott, who is the Managing Director of the Company, or his nominated party;

• A total of 500,000 options will be issued to Iain Scott;

• The options will be issued for no consideration. This does not reflect the market price of Shares;

• Details of those that have received options since the last shareholder approval on 27 September 2006 are as follows:

Date	Issued to	Qty	Exercise price
27-Sep-06	Michael Kiernan	250,000	$2.20
27-Sep-06	Anthony Grey	162,500	$1.50
27-Sep-06	Anthony Grey	162,500	$1.50
27-Sep-06	Shaun Bunn	125,000	$1.50
27-Sep-06	Shaun Bunn	125,000	$1.70
			$2.25
01-Dec-06	Anthony Grey	162,500	$1.50
01-Dec-06	Shaun Bunn	125,000	$1.95
04-Dec-06	Michael Tamlin	125,000	$2.80
11-Apr-07	Michael Tamlin	125,000	$3.00
11-Apr-07	Michael Kiernan	250,000	$2.20
11-Apr-07	Les Ford	100,000	$2.80
11-Apr-07	Shaun Bunn	125,000	$2.20
19-Apr-07	Anthony Grey	162,500	$1.50
24-May-07	Les Ford	100,000	$3.00
13-Jul-07	Michael Tamlin	125,000	$3.30

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• All employees and directors are eligible to participate in the Plan;

• The Company will not be providing any loan to Iain Scott in connection with the issue of options or their subsequent exercise; and

• The Company will issue and allot the options by not later than 8 months after the date of the 2007 annual general meeting.

Section 208 of the Corporations Act

Subject to certain exceptions, Chapter 2E of the Corporations Act (which contains section 208) provides that a public company must not give a financial benefit to a related party of that company. Iain Scott is a director of the Company and therefore a related party. The grant of options to Iain Scott constitutes the giving of a financial benefit by the Company.

For the purposes of Chapter 2E, the following information is provided where it is not provided above:

The related party to whom the proposed resolutions would permit the financial benefit to be given - the options will be granted to Iain Scott, or his nominated party.

• The nature of the financial benefit - the proposed financial benefit is the grant to Iain Scott of 500,000 options, for no consideration.

• Directors’ recommendation - for the reasons noted above, all Directors other than Iain Scott, who have no interest in the outcome of resolution 7, recommend that Shareholders vote in favour of the resolution. Iain Scott declines to make a recommendation regarding resolution 7 as he has a material personal interest in the outcome of the resolution as it relates to the proposed grant of options to him individually.

Any other information that is reasonably required by Shareholders to make a decision and that is known to the Company or any of its officers

250,000 options will vest upon 12 months service at an exercise price of $2.00 each. A further 250,000 options will vest upon 24 months service at an exercise price of $2.75 each. The options may be exercised at any time within 3 years from the date of vesting in amounts of 50,000 per exercise.

The Company’s advisers have suggested than an appropriate valuation of the options sought to be issued may be made using the Black-Scholes option pricing method.

Valuation of the options

The options to be granted to Iain Scott after approval by Shareholders are not traded on the ASX and as such have no market value. Each option grants the holder the right to obtain one Share in the Company upon exercise of the option and payment of the exercise price of the option. Accordingly, the options may have a present value at the date of their grant. The options may acquire future value depending upon the extent to which the Share prices(s) exceed the exercise price during the term of the options.

Various factors will affect the value of the options including:

• the period outstanding before the expiry date of the options;

• the exercise price of the options relative to the underlying price or value of the Shares into which they may be converted;

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• the proportion of the issued capital as expanded upon exercise of the options;

• the value of the Shares into which the options may be converted; and

• whether or not the options are listed (and therefore capable of being sold).

There are various formulae which can be applied to value options. The Board has estimated the value of the options using the Black-Scholes Model option valuation formula, which is one of the most widely used and recognised models for pricing options. The value of an option calculated under the Black-Scholes Model is a function of the relationship between a number of variables, being the share price, the exercise price, the time to expiry, the risk-free interest rate and the volatility of the Company’s underlying share price.

To apply the Black-Scholes Model, it is necessary to assume certain inputs. The data relied upon in applying the Black-Scholes Model to the options was as follows:

• an exercise price of 220 cents per option;

• the period of time prior to conversion being:

• Tranche 1 - 1 year (2007 to 2008);

• Tranche 2 – 2 years (2007 to 2009);

• the Company has not forecast any future dividend payments. For the purpose of the analysis, it was assumed that the Company’s share price is “ex-dividend”;

• the risk free rate used for the purposes of the analysis was the rate on current Treasury Bond yields with a maturity date approximating the expiry date of the options being 6.25%;

• a volatility measure of 50%. This volatility factor was based on the variations in the share price of the Company’s Shares in the 2 year period ended 30 June 2007;

• the value of the Company’s share price at 9 October 2007 which was 200 cents per share.

Using the Black-Scholes Model and the assumed data outlined above, the Board has valued the options as at 9 October 2007 at 101.8 cents each. As 500,000 options are proposed to be issued to Iain Scott, then assuming this value is correct, the options granted to Iain Scott will have a value of $509,000.

The Board draws Shareholders attention to the fact that the stated valuation does not constitute and should not be taken as audited financial information.

The number of options proposed to be provided to Iain Scott, (i.e. 500,000 options), has been decided upon by the Directors as an appropriate incentive to improve the Company’s performance.

Iain Scott’s total current remuneration is $474,150 consisting of the following components:

• annual base salary of $435,000; and

• annual superannuation contributions of $39,150.

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In addition to the above amounts, Mr Scott is entitled to a cash bonus of up to 20% of the base salary at the conclusion of 12 months service based on a reasonable measure of performance, determined at the discretion of the Board.

If the options granted to Iain Scott are exercised, the effect would be to dilute the shareholdings of the existing Shareholders.

As at the date of this Notice, the total issued capital of the Company comprised 102,625,094 Shares and 1,800,000 options. On a fully diluted basis assuming all options are exercised, the grant of 500,000 options to Iain Scott represents approximately 0.48% of the Company’s total issued capital.

As at the date of this Notice, Iain Scott has the following interest in securities of the Company:

Shares: nil Options: nil

The market price of the Shares during the term of the options will normally determine whether or not the option holder exercises the options. At the time any options are exercised and shares issued pursuant to the exercise of the options, shares may be trading on the ASX at a price which is higher than the exercise price of the options.

The following table gives details of the highest, lowest and latest price of the Company’s Shares trading on the ASX over the past 12 months ending on 9 October 2007:

Highest price	Date of highest price	Lowest price	Date of lowest price	Latest price on 9 October 2007
$2.56	20 June2007	$1.52	3April 2007	$2.00

The options are capable of being converted to Shares by payment of the exercise price.

Under the Company’s current circumstances, the Directors consider that the incentive to Iain Scott which would be represented by the grant of the options would be a cost-effective and efficient incentive for the Company to provide, as opposed to alternative forms of incentives.

The Directors do not consider that from an economic and commercial point of view, there are any costs or detriments, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company in issuing the options to Iain Scott pursuant to resolution 7.

Neither the Directors nor the Company are aware of any other information that would be reasonably required by Shareholders to make a decision in relation to the financial benefits contemplated by resolution 7.

The Directors consider it reasonable and appropriate to issue options to Iain Scott as part of his remuneration and to act as an incentive linked to the enhancement of Shareholder value. The Directors (other than Iain Scott) therefore recommend that Shareholders vote in favour of resolution 7.

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RESOLUTION 8: APPROVAL OF SHARE PLACEMENT TO NOBLE GROUP LIMITED

On 28 July 2006 the Company and Windimurra Vanadium Pty Ltd ( Windimurra Vanadium ), the special purpose subsidiary that holds the Company’s Windimurra mine assets, entered into a Vanadium Sales and Marketing Agreement ( Marketing Agreement ) with Noble Resources Limited ( Noble ) and Noble Group Limited ( Noble Parent ) for vanadium pentoxide and ferrovanadium produced from the Company’s proposed Windimurra vanadium mine.

Among other things the Marketing Agreement provides for the following:

1. Noble buys from Windimurra Vanadium 100% of the off take of vanadium products from Windimurra for the life of the mine.

2. For the first 7 years of the term of the Marketing Agreement, Noble must pay Windimurra Vanadium the market price, or a price equal to the cost of production, whichever is the higher, for vanadium products from the Windimurra mine. In this way, during the first 7 years, Noble will guarantee a minimum price for vanadium products from the Windimurra mine equal to at least the cost of production.

3. Noble will exclusively market and handle all distribution logistics for vanadium pentoxide and ferrovanadium from the Windimurra mine worldwide through its international network of offices. Noble will be paid a fee by Windimurra Vanadium based on the value of sales achieved at commercial rates for this service.

4. Noble Parent has agreed to guarantee the performance of Noble’s payment obligations under the Marketing Agreement.

5. In consideration for Noble entering into the Marketing Agreement, and agreeing to pay the minimum price for vanadium products from the Windimurra mine, the Company has agreed to pay a once off fee of A$10,000,000 which is to be satisfied by the issue to Noble of 3,728,549 Shares in the Company ( Consideration Shares ).

Broadly, subject to certain exceptions, Listing Rule 7.1 provides that a listed company may not issue equity securities amounting to more than 15% of its issued capital on issue 12 months prior to the issue without obtaining the approval of its members.

We note that approval was obtained from the members of the Company to the issue of the Consideration Shares at the 27 September 2006 general meeting ( 2006 Approval ). Listing Rule 7.3.2 requires that the issue of Consideration Shares be completed within 3 months of such Shareholder approval being given.

As the 2006 Approval has now expired, the Shareholders’ approval is again required for the issue of the Consideration Shares to Noble.

Pursuant to Listing Rule 7.3 the following information is provided:

• The maximum number of Shares to be issued is 3,728,549.

• The Shares will be issued within 3 months of approval by members.

• The issue of the Shares relates to a payment by the Company to Noble of A$10,000,000.

• The Shares will be issued to Noble Resources Limited.

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• The shares to be issued are fully paid ordinary shares in the capital of the Company.

• The Shares are to be issued to finance the entry into of the Marketing Agreement between the Company, Windimurra Vanadium, Noble Parent and Noble.

• The Shares will be allotted within 3 months of approval by members.

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GLOSSARY

• " ASX " means Australian Stock Exchange Limited (ACN 008 624 691);

• " Board " means the board of directors of the Company;

• " Company " or " PMA " means Precious Metals Australia Limited ACN 009 131 533;

• " Corporations Act " means the Corporations Act 2001 (Cth);

• " Directors " means the directors of the Company;

" Explanatory Memorandum " means the explanatory memorandum accompanying the Notice;

“Listing Rules” means the Official Listing Rules of the ASX.

• " Notice " means the Notice of Meeting which accompany this Explanatory Memorandum;

• " Shareholders " means holders of Shares in the Company; and

• " Shares " means fully paid ordinary shares in the Company.

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ANNEXURE A: EXECUTIVE AND EMPLOYEE SHARE OPTION PLAN TERMS

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PRECIOUS METALS AUSTRALIA LIMITED ACN 009 131 533

PMA PRECIOUS METALS AUSTRALIA LIMITED

RULES OF EXECUTIVE AND EMPLOYEE SHARE OPTION PLAN

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PRECIOUS METALS AUSTRALIA LIMITED ACN 009 131 533

RULES OF EXECUTIVE AND EMPLOYEE SHARE OPTION PLAN

2. NAME OF PLAN

• 2.1 This Plan shall be called the PMA Executive and Employee Share Option Plan.

3. ESTABLISHMENT AND TERMINATION OF THE PLAN

• 3.1 The Board may establish and administer the Plan in accordance with the terms and conditions set out in these Rules and otherwise as it determines from time to time in its absolute discretion.

• 3.2 The Board may terminate the Plan, or suspend its operation for any period it considers desirable, at any time that it considers appropriate.

• 3.3 The Board may not issue any further Options after the Plan has been terminated. However, these Rules will continue to apply to Options on issue at the date of such termination until the last of those Options lapses or is exercised.

4. PURPOSE OF PLAN

• 4.1 The purpose of this Plan is to:

• (a) recognise the ongoing ability of the employees of the Company and their expected efforts and contribution in the long term to the performance and success of the Company;

• (b) provide an incentive to the employees of the Company to remain in their employment in the long term;

• (c) attract persons of experience and ability to employment with the Company and foster and promote loyalty between the Company and its employees; and

• (d) provide employees of the Company with the opportunity to acquire Options, and ultimately Shares, in the Company, in accordance with these Rules.

5. OPERATION OF THE PLAN

• 5.1 The Plan operates according to these Rules which bind the Company and each Participant.

• 5.2 The number of Shares to be received on exercise of the Options the subject of an offer under the Plan when aggregated with:

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• (a) the number of Shares which would be issued were each outstanding offer or Option, being an offer made or Option acquired pursuant to the Plan or any other employee share scheme extended only to employees or Directors of the Company, exercised; and

• (b) the number of Shares issued during the previous 5 years pursuant to the Plan or any other employee share scheme extended only to employees or Directors of the Company;

but disregarding any offer made, or Option acquired or Share issued by way of or as a result of:

• (c) an offer under the Plan to a person situated at the time of receipt of the Offer outside Australia; or

• (d) an offer under the Plan that did not need disclosure to investors because of section 708 of the Corporations Act; or

• (e) an offer made under a disclosure document,

must not exceed 5% of the total number of issued Shares as at the time of the offer under the Plan.

6. ELIGIBILITY

• 6.1 Subject to these Rules, the Board may from time to time determine that any Eligible Person is entitled to participate in the Plan and the extent of that participation. Prior to making that determination, the Board must consider:

• (a) the seniority of the relevant Eligible Person and the position the Eligible Person occupies within the Company;

• (b) the length of service of the Eligible Person with the Company;

• (c) the record of employment of the Eligible Person with the Company;

• (d) the potential contribution of the Eligible Person to the growth of the Company;

• (e) the extent (if any) of the existing participation of the Eligible Person (or any Permitted Nominee in relation to that Eligible Person) in the Plan; and

• (f) any other matters which the Board considers relevant.

• 6.2 The Board may exercise its powers in relation to the participation of any Eligible Person on any number of occasions.

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7. OFFER OF OPTIONS

• 7.1 Subject to these Rules and to the Listing Rules, the Company (acting through the Board) may offer Options to any Eligible Person at such times and on such terms as the Board considers appropriate. Each offer must state:

• (a) the name and address of the Eligible Person to whom the offer is made;

• (b) that the Eligible Person to whom the offer is addressed may accept the whole or any lesser number of Options offered;

• (c) the minimum number of Options and any multiple of such minimum or any other number which may be accepted;

• (d) the period within which the offer may be accepted, and the period or periods during which the Options or any of them may be exercised and the Expiry Date;

• (e) the method of calculation of the Exercise Price; and

• (f) any other matters which the Board may determine.

8. ACCEPTING OFFERS

• 8.1 Upon receipt of an offer of Options, an Eligible Person may, within the period specified in the offer:

• (a) accept the whole or any lesser number of Options offered by giving to the Company an Application Form; or

• (b) nominate a nominee in whose favour the Eligible Person wishes to renounce the offer by notice in writing to the Board. The Board may, in its absolute discretion, resolve not to allow such renunciation of an offer in favour of a nominee without giving any reason for such decision.

8.2 Upon:

• (a) receipt of the Application Form referred to in paragraph 8.1(a); or

• (b) the Board resolving to allow a renunciation of an offer in favour of a nominee (" Permitted Nominee ") and the Permitted Nominee accepting the whole or any lesser number of Options offered by giving the Company an Application Form,

then the Eligible Person or the Permitted Nominee, as the case may be, will be taken to have agreed to be bound by these Rules and will be granted Options subject to these Rules.

• 8.3 If Options are issued to a Permitted Nominee or an Eligible Person, the Eligible Person must, without limiting any provision in these Rules, ensure that the Permitted Nominee complies with these Rules .

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• 8.4 On the issue of Options following receipt by the Company of an Application Form, an Eligible Person or the Permitted Nominee, as the case may be, becomes a Participant .

9. NO CONSIDERATION

• 9.1 No consideration is payable by an Eligible Person for a grant of an Option, unless the Board decides otherwise.

10. CERTIFICATES

• 10.1 The Company must give a Participant one or more Certificates stating:

• (a) the number of Options issued to the Participant;

• (b) the Exercise Price of those Options; and

• (c) the Issue Date of those Options.

• 10.2 The Certificates for the Options will be dispatched within 10 Business Days after the Issue Date.

11. QUOTATION

• 11.1 The Company will not apply for Official Quotation of any Options.

• 11.2 If shares of the same class as those allotted pursuant to the exercise of Options granted under the Plan are listed on the ASX, the Company must apply for Official Quotation of those Shares allotted pursuant to the exercise of Options within the time required by the Listing Rules after the date of allotment.

12. NOT TRANSFERABLE

• 12.1 Subject to clause 15.5, Options are not transferable

13. EXERCISE OF OPTIONS

• 13.1 Subject to these Rules and the terms of the Options, Options may be exercised at any time during the period commencing on the Issue Date and ending on the Expiry Date.

• 13.2 Notwithstanding paragraph 13.1, all Options may be exercised :

• (a) during a Bid Period; or

• (b) at any time after a Change of Control Event has occurred; or

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• (c) on an application under section 411 of the Corporations Act, if a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company.

• 13.3 Options may only be exercised by the Participant giving notice in writing to the Board delivered to the registered office of the Company. The notice must specify the number of Options being exercised and the Exercise Price for the Options specified in the notice and must be accompanied by :

• (a) the Certificate for those Options, for cancellation by the Company; and

• (b) a cheque payable to the Company (or another form of payment acceptable to the Board) in the amount of the product of the number of Options then being exercised by the Participant and the Exercise Price.

The notice is only effective (and only becomes effective) when the Company has received value for the full amount referred to in paragraph (b).

• 13.4 Subject to paragraph 15.1, within 10 Business Days after the notice referred to in clause 13.3 becoming effective, the Board must :

• (a) allot and issue the number of Shares to be issued in respect of the Options being exercised;

• (b) cancel the Certificate for the Options being exercised; and

• (c) if applicable, issue a new Certificate for any remaining Options covered by the Certificate accompanying the notice.

• 13.5 The Board may, at its discretion, by notice to the Participant reduce, waive or vary (provided such variation is not adverse to the Participant) the Exercise Conditions attaching to Options in whole or in part at any time and in any particular case.

14. SHARES ALLOTTED ON EXERCISE OF OPTIONS

• 14.1 All Shares allotted upon exercise of the Options rank pari passu in all respects with Shares previously issued and, in particular, entitle the holders of Shares to participate fully in:

• (a) dividends declared by the Company after the date of allotment; and

• (b) all issues of securities made or offered pro rata to holders of Shares.

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15. LAPSE OF OPTIONS

• 15.1 Options not validly exercised on or before the Expiry Date will automatically lapse.

• 15.2 Unless otherwise determined by the Board, if any Options are granted subject to Exercise Conditions and, prior to satisfaction of the Exercise Conditions (such that the Options are not exercisable), an Eligible Person ceases to be an Eligible Person then:

• (a) if the Eligible Person ceases to be an Eligible Person for any reason other than a Specified Reason, any such Options held by such Eligible Person, or if appropriate, his or her Permitted Nominee, will automatically lapse; and

• (b) if the Eligible Person ceases to be an Eligible Person for a Specified Reason, such Eligible Person, or if appropriate, his or her Permitted Nominee, may exercise any such Options held by him or her within:

  • (i) 3 months of the date of (as the case may be) Retirement, Redundancy, death or Total and Permanent Disablement; or

  • (ii) such longer period as the Board determines,

subject to the Board, in its absolute discretion, reducing, waiving or varying the Exercise Conditions applying to those Options in accordance with clause 13.5 so that those Options may be exercised. Options the subject of clause 15.2(b) not exercised within 3 months or the longer period determined by the Board, will automatically lapse.

• 15.3 Unless otherwise determined by the Board, if an Eligible Person ceases to be an Eligible Person at any time after an Option is or has become exercisable, then:

• (a) if the Eligible Person ceases to be an Eligible Person for any reason other than a Specified Reason, such Eligible Person, or if appropriate, his or her Permitted Nominee, may exercise any such Options held by him or her within :

  • (i) 1 month of ceasing to be an Eligible Person; or

  • (ii) such longer period as the Board determines,

and any Options the subject of this clause not exercised within 1 month or the longer period determined by the Board, will automatically lapse; and

• (b) if an Eligible Person ceases to be an Eligible Person for a Specified Reason, such Eligible Person, or if appropriate, his or her Permitted Nominee is entitled to exercise any such Option at any time prior to its Expiry Date.

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• 15.4 A certificate signed by the company secretary of the Company stating that a person ceased for any reason to be an Eligible Person shall (in the absence of manifest error) be conclusive for the purposes of the Plan, both as to such occurrence and the reason for such occurrence and the date of such occurrence.

• 15.5 Subject to clause 15.2, if at any time prior to the Expiry Date of any Options a Holder dies, the deceased Holder's Legal Personal Representative may:

• (a) elect to be registered as the new Holder of the deceased Holder's Options;

• (b) whether or not he or she becomes so registered, exercise those Options in accordance with and subject to these Rules as if he were the Holder of them; and

• (c) if the deceased Holder had already given the Company a notice of exercise of his or her Options, pay the Exercise Price in respect of those Options.

16. PARTICIPATION RIGHTS, BONUS ISSUES, RIGHTS ISSUES, REORGANISATIONS OF CAPITAL AND WINDING UP

16.1 New Issues

• (a) Participants are not entitled to participate in any new issue of securities to existing holders of Shares in the Company unless:

  • (i) they have become entitled to exercise their Options under the Plan; and

  • (ii) they do so before the record date for the determination of entitlements to the new issue of securities and participate as a result of being holders of Shares.

• (b) The Company must give Participants, in accordance with the Listing Rules, notice of any new issue of securities before the record date for determining entitlements to the new issue.

• 16.2 Bonus Issues

If there is a bonus share issue (" Bonus Issue ") to the holders of Shares, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the Holder would have received if the Option had been exercised before the record date for the Bonus Issue (" Bonus Shares "). The Bonus Shares must be paid up by the Company out of the profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank pari passu in all respects with the other shares of that class on issue at the date of issue of the Bonus Shares.

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16.3 Pro Rata Issues

If there is a pro rata issue (other than a Bonus Issue) to the holders of Shares during the currency of, and prior to the exercise of any Options, the Exercise Price of an Option will be adjusted in the manner provided for in the Listing Rules.

16.4 Reorganisation of Capital

If, prior to the expiry of any Options, there is a reorganisation of the issued capital of the Company, then the rights of a Participant (including the number of Options to which each Participant is entitled and the Exercise Price) is changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

16.5 Winding Up

If, prior to the expiry of any Options, a resolution for a members' voluntary winding up of the Company is proposed (other than the purpose of a reconstruction or amalgamation) the Board may, in its absolute discretion, give written notice to Participants of the proposed resolution. Subject to the Exercise Conditions, the Participants may, during the period referred to in the notice, exercise their Options.

16.6 Fractions of Shares

For the purpose of this clause 16, if Options are exercised simultaneously, then the Participant may aggregate the number of Shares or fractions of Shares for which the Participant is entitled to subscribe. Fractions in the aggregate number only will be disregarded in determining the total entitlement of a Participant.

16.7 Calculations and Adjustments

Any calculations or adjustments which are required to be made under this clause 16 will be made by the Board and, in the absence of manifest error, are final and conclusive and binding on the Company and the Participant.

16.8 Notice of Change

The Company must within a reasonable period give to each Participant notice of any change under clause 16 to the Exercise Price of any Options held by the Participant or to the number of Shares which the Participant is entitled to subscribe for on exercise of an Option.

17. EXERCISE PRICE OF OPTIONS

• 17.1 The method of calculation of the Exercise Price of each Option will be determined by the Board with regard to the Market Value of the Shares when it resolves to offer the Option .

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18. AMENDMENTS TO THE RULES

• 18.1 Board May Alter Rules

The Board may subject to the Listing Rules alter, delete or add to these Rules at any time (save for the provisions of clause 5).

• 18.2 Consent of Participants

If any amendment to be made under clause 18.1 would adversely affect the rights of Participants in respect of any Options then held by them, the Board must obtain the consent of Participants who between them hold not less than 75% of the total number of those Options held by all those Participants before making the amendment.

• 18.3 Eligible Persons Outside Australia

The Board may make any additions, variations or modifications to the Rules, in relation to the implementation of the Plan and the specific application of the Rules to Eligible Persons residing outside Australia.

19. POWERS OF THE BOARD

• 19.1 The Plan shall be administered by the Board who shall have the power to :

• (a) determine appropriate procedures and make regulations for the administration of the Plan which are consistent with these Rules;

• (b) resolve conclusively all questions of fact or interpretation arising in connection with the Plan;

• (c) terminate or suspend the operation of the Plan at any time, provided that the termination or suspension does not adversely affect or prejudice the rights of Participants holding Options at that time;

• (d) delegate those functions and powers it considers appropriate, for the efficient administration of the Plan, to any one or more persons whom the Board reasonably believes to be capable of performing those functions and exercising those powers, for such period and on such conditions as the Board may determine;

• (e) take and rely upon independent professional or expert advice in or in relation to the exercise of any of their powers or discretions under these Rules;

• (f) administer the Plan in accordance with these Rules as and to the extent provided in these Rules; and

• (g) make regulations for the operation of the Plan consistent with these Rules.

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20. NOTICES

• 20.1 Notices may be given by the Company to any Holder either personally or by sending by post to his or her address as noted in the Company's records or to the address (if any) within the Commonwealth of Australia supplied by him to the Company for the giving of notices. Notices for any overseas Holders shall be forwarded and posted by air. Where a notice is sent by post the notice shall be deemed to be served on the day after posting. The signature of any notice may be given by any Director or secretary of the Company. A notice of exercise given under clause 13.3 shall not be deemed to be served on the Company until actually received .

21. NO COMPENSATION OR DAMAGES

• 21.1 The rights and obligations of any Holder under the terms of his or her employment with the Company are not affected by his or her participation in the Plan.

• 21.2 These Rules do not form part of, and will not be incorporated into, any contract of engagement or employment between a Holder and the Company.

• 21.3 No Holder has any rights to compensation or damages as a result of the termination of his or her employment, so far as those rights arise or may arise from the Holder ceasing to have rights under the Plan as a result of the termination.

• 21.4 Participants do not, as Participants, have any right to attend or vote at general meetings of holders of Shares.

22. GOVERNING LAW

• 22.1 The Plan and any Options issued under it are governed by the laws of Western Australia and the Commonwealth of Australia.

• 22.2 Each Participant irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Western Australia, the Commonwealth of Australia and courts entitled to hear appeals from those courts.

23. ADVICE

• 23.1 Eligible Persons should obtain their own independent advice at their own expense on the financial, taxation and other consequences to them of or relating to participation in the Plan.

24. DEFINITIONS AND INTERPRETATION

• 24.1 In these Rules, unless the context otherwise requires, the following words and expressions shall have the following meanings:

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" Application Form " means a duly completed and executed application for the issue of Options made by an Eligible Person or Permitted Nominee in respect of an Offer, in the form approved by the Board from time to time;

" ASX " means Australian Stock Exchange Limited;

" Bid Period ", in relation to a takeover bid in respect of shares in the Company, means the period referred to in the definition of that expression in section 9 of the Corporations Law provided that where a takeover bid is publicly announced prior to the service of a bidder's statement on the Company in relation to that takeover bid, the Bid Period shall be deemed to have commenced at the time of that announcement;

" Board " means the directors acting as the board of directors of the Company or a committee appointed by such board of directors;

" Business Day " means Monday to Friday inclusive, except New Years Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day;

" Certificate " means the certificate issued in accordance with clause 10 by the Company to a Holder in respect of an Option;

" Change of Control Event " means a shareholder, or a group of associated shareholders, becoming entitled to sufficient shares in the Company to give it or them the ability, and that ability is successfully exercised, in general meeting, to replace all or a majority of the Board;

" Company " means Precious Metals Australia Limited ACN 009 131 533;

" Corporations Act " means Corporations Act 2001 (Cth) ;

" Director " means a director of the Company from time to time but does not include a person who is only a director by virtue of being an alternate director;

" Eligible Person " means at any time a person who then is a Director or an employee (whether full-time or part-time) of the Company or of an associated body corporate of the Company;

" Exercise Condition " means the performance, vesting or other conditions (if any) determined by the Board and specified in an Offer which are, subject to these Rules, required to be satisfied, reached or met before an Option can be exercised;

" Exercise Price " means, in respect of an Option, the subscription price per Share, determined in accordance with clause 17, payable by a Holder on exercise of the Option;

" Expiry Date " means, in relation to an Option, the date determined by the Board prior to the offer of the relevant Options, subject to any restriction in the Corporations Act from time to time but in any event no longer than 5 years from the Issue Date;

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" Holder " means, in relation to an Option, the person (whether an Eligible Person or a Permitted Nominee) entered in the Company's register of options as the holder of that Option;

" Issue Date " means, in relation to an Option, the date on which the Company grants that Option;

" Legal Personal Representative " means the executor of the will or an administrator of the estate of a deceased person, the trustee of the estate of a person under a legal disability or a person who holds an enduring power of attorney granted by another person;

" Listing Rules " means the Official Listing Rules of ASX as they apply to the Company from time to time;

" Market Value " means, if the Company is admitted to the official list of ASX:

• (a) the weighted average closing sale price of the Shares recorded on the stock market of ASX over the five trading days immediately preceding the day on which the Board resolves to offer an Option; or

• (b) in circumstances where there has been no trading in the Shares during the five trading days immediately preceding the day on which the Board resolves to offer an Option, the last sale price recorded on the stock market of ASX;

" Offer " means an invitation to an Eligible Person made by the Company under clause 7.1 to apply for an issue of Options;

" Official Quotation " has the meaning ascribed to it in the Listing Rules;

" Option " means an option issued under the Plan to subscribe for a Share;

" Participant " means a person who holds Options issued under the Plan and includes, if a Participant dies or becomes subject to a legal disability, the Legal Personal Representative of the Participant;

" Permitted Nominee " has the meaning given to it by clause 8.2;

" Plan " means the PMA Executive and Employee Share Option Plan established in accordance with these Rules;

" Redundancy " means, in relation to an Eligible Person, a determination by the Board that the Company's need to employ a person for the particular kind of work carried out by that Eligible Person has ceased (but, for the avoidance of any doubt, does not include the dismissal of an Eligible Person for personal or disciplinary reasons or where the Eligible Person leaves the employ of the Company of his or her own accord);

" Retirement " means, in relation to an Eligible Person, retirement by that Eligible Person from the Company at age 60 or over or such earlier age as considered appropriate by the Board;

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" Rules " means these rules, as amended from time to time;

" Series " means, in relation to Options, Options with a common Issue Date;

" Shares " means fully paid ordinary shares in the capital of the Company;

" Specified Reason " means Retirement, Total and Permanent Disablement, Redundancy or death;

" Tax " means any tax, levy, impost, GST, deduction, charge, rate, contribution, duty or withholding which is assessed (or deemed to be assessed), levied, imposed or made by any government or any governmental, semi-governmental or judicial entity or authority together with any interest, penalty, fine, charge, fee or other amount assessed (or deemed to be assessed), levied, imposed or made on or in respect of any or all of the foregoing; and

" Total and Permanent Disablement " means, in relation to an Eligible Person, that the Eligible Person has, in the opinion of the Board and with effect on a date determined by the Board, after considering such medical and other evidence as it sees fit, become incapacitated to such an extent as to render the Eligible Person unlikely ever to engage in any occupation for which he is reasonably qualified by education, training or experience.

24.2 In these Rules, unless a contrary intention appears:

• (a) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;

• (b) the singular includes the plural and vice versa;

• (c)

• a reference to a gender includes all genders; and

• (d) an expression defined in, or given a meaning for the purposes of, the Corporations Act has the same meaning where used in these Rules.

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PRECIOUS METALS AUSTRALIA LIMITED

ACN 009 131 533

PROXY FORM

The Secretary Precious Metals Australia Limited c/- Computershare Investor Services Pty Ltd GPO Box D 182

PERTH WA 6840; I/We Of

---

---

---

being a Shareholder/(s) of Precious Metals Australia Limited ( Company ) hereby appoint as proxy to vote in accordance with the following directions (or if no directions have been given, as the proxy or Chairman sees fit) at the Annual General Meeting to be held at the Celtic Club 48 Ord Street, West Perth, Western Australia on 26th November 2007 at 10.00am (WST) (and at any adjournment thereof) ( Meeting ).

OR the Chairman

Name of person you are appointing (if not the Chairman)

IF YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, PLEASE PLACE A MARK IN THIS BOX *

* By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on any resolution and your votes will not be counted in computing the required majority if a poll is called on those items. The Chairman intends to vote in favour of the resolution if no directions are given.**

Resolution

For Against Abstain**

1. Adoption of Remuneration Report

2. Re-election of Roderick Smith

3. Re-election of the Earl of Warwick

4. Election of Andrew Simpson

5. Change of Company name

6. Increase in the maximum aggregate remuneration of Non-Executive Directors

7. Issue of options to Iain Scott, a Director of the Company

8. Approval of share placement to Noble Group Limited

**If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item.

Appointing a Second Proxy (if applicable)

	or % Contact Telephone Number
The number of Shares applicable to this The percentage of your voting Area Code		Telephone
proxy form	rights	Number
Signature(s)
Individual or Shareholder 1	Shareholder 2 Shareholder 3
Sign here
Director	Director/Secretary Sole Director and Secretary
	Proxies may be lodged either by post addressed to Precious Metals Australia Limited, c/-
	Computershare Investor Services Pty Ltd, GPO Box D 182, Perth, WA, 6840;; or by facsimile at (08) 9323
	2033.
	To be valid, a Proxy Form (and any authority under which the Proxy Form is signed or a certified copy
	of the authority) must be received by the Company not less than 48 hours before the time scheduled for
CompanySeal(if required)	commencement of the Meeting. For further instructions on voting, please refer to the rear	of this form.

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PRECIOUS METALS AUSTRALIA LIMITED

ACN 009 131 533

Instructions on Voting

1. How to Vote

Shareholders may vote by attending the Meeting in person, by proxy or authorised representative.

2. Voting in Person

To vote in person, attend the Meeting on the date and at the time and place specified in this Notice.

3. Voting by Proxy

A Shareholder entitled to attend and vote has a right to appoint a proxy to attend and vote instead of the Shareholder. Shareholders entitled to attend and cast two or more votes are entitled to appoint up to two individuals to act as proxies to attend the Meeting and vote on their behalf. Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the Shareholder’s voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes.

If you do not wish to appoint the Chairman of the Meeting as your proxy, write the name of the person you do wish to appoint as your proxy in the first box. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy.

The Proxy Form must be signed by the Shareholder or his/her attorney duly authorised in writing or, if the Shareholder is a corporation, in a manner permitted by the Corporations Act. In the case of shares jointly held by 2 or more persons, all joint holders must sign the Proxy Form.

Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

The proxy may, but need not, be a Shareholder of the Company.

4.

Voting Entitlements

For the purposes of regulation 7.11.37 of the Corporations Regulations, the Company determines that members holding ordinary shares as at 10.00am WST on Saturday 24 November 2007 will be entitled to attend and vote at the Annual General Meeting.

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