TITANIUM SANDS LIMITED — Capital/Financing Update 2005

Dec 8, 2005

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Precious Metals Australia Limited (Entity)

ABN 65 009 131 533

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+ Class of + securities issued or to be issued	1. 2.	Fully Paid Ordinary Shares Options to acquire fully paid ordinary shares
$\mathfrak{D}$	Number of *securities issued or to be issued (if known) or maximum number which may be issued	2.	1. 3,586 fully paid ordinary shares 200,000 employee options
3	Principal terms of the securities (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if + convertible securities. the conversion price and dates for conversion)		1. Fully Paid Ordinary shares to rank pari passu with existing ordinary shares on issue. Shares issued pursuant to the exercise of 3,586 options expiring 1 December 2005 at \$2.00 2. Options to acquire ordinary shares at \$1.30 issued pursuant to the PMA Employee and Executive Option Plan. Options expire 100,000 (3 August 2010) and 100,000 (28 August 2010)

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities?	1. 2.	shares securities	Yes in respect to fully paid ordinary Employee options from a new class of
	If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, case of a $fin$ the trust. distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5.	Issue price or consideration	1. 2.	Nil consideration	A\$2.00 cents per share exercise price
6.	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Shares issued pursuant to the exercise 1. of 3,586 listed options. Issued pursuant to PMA Employee and 2. Executive Share Option Scheme
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	1. 2.	9 December 2005 9 December 2005
8	and †class Number οf all *securities quoted on ASX (including the securities in clause 2 if applicable)	Number 65,040,430		* Class Ordinary fully paid (PMA)

⁺ See chapter 19 for defined terms.

		Number	+ Class
9	Number and + class of aIl *securities not quoted on ASX (including the securities in clause 2 if applicable)	500,000	Directors Options expiring 29 November 2007 exercisable at 15 cents.
		100,000	Employee Options Expiring 28 August 2020 exercisable at \$1.30
		100,000	Employee Options Expiring 3 August 2020 exercisable at \$1.30.
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	holder approval Is security required?
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the *securities will be offered
14	Class of securities to which the offer relates
15	determine *Record date to entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation to fractions

⁺ See chapter 19 for defined terms.

18	Names of countries in which the entity has *security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
19	Closing date of for receipt acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23.	Fee or commission payable to the broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders
25.	If the issue is contingent on "security holders" approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28	Date rights trading will begin (if applicable)
29.	Date rights trading will end (if applicable)
30	How do *security holders sell their entitlements in full through a

⁺ See chapter 19 for defined terms.

broker?

• $31$ How do *security holders sell part of their entitlements through a broker and accept for the balance?
• 32 How do *security holders disp of their entitlements (except by s through a broker)?

ose ale

33 ^*Despatch date

Part 3 - Ouotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• $(a)$ Securities described in Part 1 X In respect of the 3,586 fully paid ordinary shares only. Quotation is not sought for the 200,000 employee options which are also the subject of this notice
• All other securities $(b)$

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• If the "securities are "equity securities, the names of the 20 largest holders of the 35 additional "securities, and the number and percentage of additional "securities held by those holders
• 36
• If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1.000$ $1.001 - 5.000$ $5.001 - 10.000$
• $10,001 100,000$ 100,001 and over

⁺ See chapter 19 for defined terms.

37

A copy of any trust deed for the additional *securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• Number of securities for which 38 *quotation is sought
• 39 Class of *securities for which quotation is sought
• $40¹$ Do the *securities rank equally in all respects from the date of allotment with an existing "class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend. (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number and *class of all *securities 42 quoted on ASX (including the securities in clause $38$ )

Number	+Class

⁺ See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for $\bullet$ an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any ٠ applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• We warrant that if confirmation is required under section 1017F of the $\bullet$ Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

$+$ See chapter 19 for defined terms.

• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the *securities begins. We acknowledge that $\overrightarrow{ASX}$ is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ...................................... Roderick Smith, Managing Director

$\frac{1}{\sin \theta} \frac{1}{\sin \theta} \frac{1}{\sin \theta} \frac{1}{\sin \theta} \frac{1}{\sin \theta} \frac{1}{\sin \theta} \frac{1}{\sin \theta}$

Attached

1. Additional Information required by ASX

Attachment 1 Additional Information required by Part 3 - For Quotation of Securities

⁺ See chapter 19 for defined terms.

1. The names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders

Holder	Number
Eric Bryan and Anne Playterns MELVILLE	350
John Anthony HEANEAY	175
Gwendolyn Barbara BARCHAM	125
Elizabeth A QUIGG	139
Elizabeth A Quigg & Maxwell James DOWLING	93
Callum Munro McKECHAR	157
June NOONAN	88
Timothy Michael BATEMAN	88
Nicholas TOUFEXIS	5
ZOE Provident Fund	175
Maurice Richard & Ellanor Denise GIBSON	350
Susan Eleanor Cameille PANZIC	157
Geoffrey Philip SCHAFER	50
Judith BARWICK	193
Jeffrey George WALKER	375
Sydney Alfred ANSTEE	66
Frederick Andre FRICHOT & Kerry Ann FRICHOT	1000

$\overline{2}$ . A distribution schedule of the additional *securities setting out the number of holders in the categories

$1 - 1,000$	17
$1,001 - 5,000$	₽
$5,001 - 10,000$	€
$10,001 - 100,000$
100,001 and over

$+$ See chapter 19 for defined terms.