TITANIUM SANDS LIMITED — Board/Management Information 2004

Jan 29, 2004

PRECIOUS METALS AUSTRALIA LIMITED ACN 009131 533 $(^{\alpha}PMA")$

ASX ANNOUNCEMENT

30 January 2004

Company Announcement Office Australian Stock Exchange Limited 2 The Esplanade PERTH WA 6000

Dear Sir

SECTION 249CA - MEETING OF SHAREHOLDERS

The Earl of Warwick ("Warwick"), who is the Chairman of Board of Directors of PMA, has convened a meeting of shareholders pursuant to section 249CA of the Corporations Act. The purpose of the meeting is to consider two separate resolutions. The first resolution is to consider the appointment of a Mr Michael Fry as an additional director of PMA. The second resolution is to consider the appointment of a Mr Ian MacPherson as an additional director of PMA.

The notice convening the meeting is dated 29 January 2004. The meeting has been convened to be held on $3$ March $2004 - a$ copy of the Notice as given to PMA is attached.

This meeting has been convened by Warwick in his capacity as a director. Warwick has advised the independent directors of PMA that he has the support of another major shareholder in PMA, Mr Roderick Smith ("Smith"). Warwick and Smith have advised that they and their associated entities control 60.2% of the issued shares in PMA.

At a directors' meeting held on 16 January 2004 Warwick insisted upon the immediate appointment of Mr Michael Fry as an additional director of PMA. The two independent directors of PMA, Mr Angus Pilmer and Mr James Wall, did not support this resolution, which then failed.

This decision by the two independent directors resulted in a demand from Warwick's solicitors. The demand was that they support the appointment of Messrs Fry and MacPherson as additional directors of PMA and then resign or face the consequences of a meeting of shareholders being called to consider their removal as directors. The independent directors were informed by the solicitors that the appointment of Messrs Fry and MacPherson and the resignation of the independent directors was supported by shareholders who represent in excess of 60% of the issued shares of PMA.

The two independent directors have not conceded to these demands. The independent directors will continue to perform their roles as directors and exercise their judgement in what they believe to be the best interests of all shareholders of PMA. However, in the event that Messrs Fry and MacPherson are appointed as additional directors by PMA shareholders in general meeting, the independent directors will tender their resignations as directors.

Yours faithfully

Angus Pilmer Company Secretary Precious Metals Australia Limited 2/44 Ord Street West Perth WA 6005

Telephone: 08-9322 1788 Facsimile: 08-9322 1744

PRECIOUS METALS AUSTRALIA LIMITED

ACN 009 131 533

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

in relation to the appointment of Directors:

Meeting to be held on Wednesday 3 March 2004 at 10.00 am at Level 2, 47 Colin Street West Perth, Western Australia

The Meeting has been called by The Earl of Warwick, the Chairman of the Company, pursuant to section 249CA of the Corporations Act

THIS IS AN IMPORTANT DOCUMENT. PLEASE READ IT CAREFULLY. If you are in any doubt about how to deal with this document please consult your financial or other professional adviser

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of shareholders of Precious Metals Australia Limited (Company) will be held at Level 2, 47 Colin Street West Perth, Western Australia at 10.00 am (Western Standard Time) on Wednesday 3 March 2004 to consider and, if thought fit, to pass the following resolutions referred to in this notice and explained in the accompanying Explanatory Statement.

RUSINESS

RESOLUTION 1-APPOINTMENT OF MICHAEL J FRY AS A DIRECTOR

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

"That Michael J Fry be and is by this resolution appointed a Director of the Company."

RESOLUTION 2-APPOINTMENT OF IAN K MACPHERSON AS A DIRECTOR

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

"That Ian K Macpherson be and is by this resolution appointed a Director of the Company."

VOTING RESTRICTIONS

In accordance with the Listing Rules and the Corporations Act, the Company will disregard any votes cast in relation to any of the Resolutions, any person whose votes, in ASX's opinion, should be disregarded. However a vote will not be disregarded if:

• cast by a person as proxy for a member who is entitled to vote, in accordance with the directions $(a)$ on the proxy form; or
• cast by the chairman of the meeting as proxy for a member who is entitled to vote, in accordance $(b)$ with the direction on the proxy form to vote as the proxy decides.

CHAIRMAN

It is intended that the Earl of Warwick, as the Chairman of the Company, will chair the General Meeting. It is the Earl of Warwick's intention that, in relation to proxy forms received which direct that the person chairing the meeting vote as that person decides, he will cast the votes in favour of resolutions 1 and 2.

January 2004 Dated 29th

The Earl of Warwick Non-Executive Chairman

NOTES:

• A member who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy. $(a)$
• $(b)$ The proxy need not be a member of the Company. A member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
• $(c)$ If you wish to appoint a proxy and are entitled to do so, then complete and return the enclosed proxy form.
• A corporation may elect to appoint a representative in accordance with the Corporations Act 2001 $(d)$ in which case the Company will require written proof of the representative's appointment which must be lodged with or presented to the Company before the meeting.
• If you have any queries in relation to proxies please call Advance Share Registry Services on (08) $(e)$ 9221 7288 during business hours.
• A person's entitlement to vote at the Meeting will be the entitlement of that person as set out in $f$ the register of members as at 10.00 am on Monday 1 March 2004. Any holder registered at 10.00 am on Monday 1 March 2004 is entitled to attend and vote at the General Meeting.
• Subject to (f), each fully paid ordinary share in Precious Metals Australia Limited entitles the $(g)$ holder to one vote on each Resolution, unless that holder's vote is excluded under the Listing Rules of the ASX or by the Corporations Act 2001 (see details of voting restriction above).

EXPLANATORY STATEMENT

1. GENERAL INFORMATION

This Explanatory Statement has been prepared to assist Shareholders with their consideration of the Resolutions to be put to the General Meeting to be held at 10.00 am on Wednesday 3 March 2004. This Explanatory Memorandum should be read with, and forms part of the accompanying Notice of Meeting.

2. APPOINTMENT OF DIRECTORS - RESOLUTIONS 1 & 2

Section 201G of the Corporations Act provides that a company may appoint a person as a director by resolution passed in general meeting.

Under section 249CA of the Corporations Act, a director may call a meeting of a company's members: despite anything to the contrary in the company's constitution.

Clause 13.2 of the Company's constitution provides that the Company shall at all times have at least 3 directors and that the number of directors shall not exceed 9. The Company currently has the minimum number of directors comprising the Earl of Warwick as chairman and Messis Angus C Pilmer and James A Wall.

The Earl of Warwick, in his capacity as the chairman of the Company, has called this meeting as he believes that additional directors need to be appointed to the board of directors of the Company to help reinvigorate the Company, raise fresh capital and maximize the Company's ability to successfully pursue new opportunities in the mineral exploration field. To this end the Earl of Warwick has proposed the resolutions in the notice of meeting. The experience and qualifications of Michael J Frv and Ian K Macpherson are set out below.

MICHAEL J FRY (B.Com, ASIA)

Mr Fry is 46 years of age and holds a Bachelor of Commerce degree from the University of Western Australia, is an Associate of the Securities Institute of Australia and a past member of the Australian Stock Exchange. He has extensive experience in capital markets and corporate treasury management specialising in the identification of commodity, currency and interest rate risk and the implementation of risk management strategies. From May to December 2003 Mr Fry was a director of Kanowna Lights Limited and from November 1993 to March 2003 he was the managing director of Churchill Capital Pty Ltd, a corporate treasury and risk management service company which also provided corporate advisory services in the resources sector

IAN K MACPHERSON (B.Comm)

Mr Macpherson is 47 years old and a director of Ord Group. He graduated from the University of Western Australia with a Bachelor of Commerce in 1977 and commenced his professional career in 1979 with Hungerford Hancock & Offner which subsequently became KMG Hungerfords. He was admitted as a partner of that firm in 1986, having built up a specialist practice in the provision of corporate and financial advice to the mining exploration industry. In 1987 the firm merged with Arthur Andersen & Co. In 1990 Ian resigned from the partnership of Arthur Andersen & Co. to establish Ord Group, a corporate advisory and chartered accountancy firm.

Mr Macpherson specialises in the area of corporate advice with a particular emphasis on capital structuring, equity and debt raising, corporate affairs and stock exchange compliance procedures for public companies, both mining and industrial. He is an Associate Member of the Institute of Chartered Accountants in Australia and past member, Executive Council of the Association of Mining Exploration Companies (WA) Inc. Mr Macpherson is currently chairman of Visiomed Group Ltd and a non-executive director of Helix Resources, Ltd Navigator Resources Ltd and Talisman Mining Ltd.

PROXY FORM

APPOINTMENT OF PROXY PRECIOUS METALS AUSTRALIA LIMITED ACN 009 131 533

GENERAL MEETING

$I/We.$

being a Member of Precious Metals Australia Limited entitled to attend and vote at the Annual General Meeting, hereby

Appoint

(Name of proxy)

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman's nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at Level 2, 47 Colin Street West Perth, Western Australia on Wednesday 3 March 2004 at 10.00 am (WST) and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

	Voting on Business of the General Meeting
		FOR	AGAINST	ABSTAIN
	Resolution 1 Appointment of Michael J Fry as a director
	Resolution 2 Appointment of Ian K Macpherson as a director
OR
	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. The Chairman will vote in favour of all of the resolutions if no directions are given.
	If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your Shares are not to be counted in computing the required majority on a poll.
	If two proxies are being appointed, the proportion of voting rights this proxy represents is

Signed this day of

2004

$Bv:$ Individuals and joint holders

Companies (affix common seal if appropriate)

Instructions for Completing Appointment of "Proxy Form"

• In accordance with Section 249L of the Corporations Act, a shareholder of the Company who is $\mathbb{L}$ entitled to attend and cast two or more votes at a general meeting of shareholders is entitled to appoint two proxies. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
• A duly appointed proxy need not be a member of the Company. In the case of joint holders, all $2.$ must sign.
• Corporate shareholders should comply with the execution requirements set out on the Proxy Form $3.$ or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
• 2 directors of the company;
• a director and a company secretary of the company; or
• for a proprietary company that has a sole director who is also the sole company secretary $-$ that director.

For the Company to rely on the assumptions set out in Section $129(5)$ and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or $(2)$ . This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section $127(1)$ or $(2)$ as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

• 1. Completion of a Proxy Form will not prevent individual shareholders from attending the Annual General 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.
• 1. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.
• 1. In accordance with Section 250BA of the Corporations Act the Company specifies the following for the purposes of receipt of proxy appointments:

Registered Office: 2nd floor
	44 Ord Street.
	WEST PERTH WA 6005

Fax Number: +61 8 9322 1788