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TITANIUM SANDS LIMITED Capital/Financing Update 2006

Mar 14, 2006

65956_rns_2006-03-14_ef3338c2-6911-4fe2-9070-c2448d9ddd35.pdf

Capital/Financing Update

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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).

+ Class of + securities issued or to be
issued
Unlisted employee options to acquire ordinary
shares
2 Number of $\beta$ securities issued or to
be issued (if known) or maximum
number which may be issued
200,000
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
securities,
+ convertible
the
conversion price and dates
for
conversion)
Options issues pursuant to the PMA Employee
Option Plan at:
100,000 @ \$1.40 expiring 10 February 2011
100,000 @ \$1.40 expiring 28 February 2011

+ 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?
If the additional securities do not
rank equally, please state:
the date from which they do
extent to which they
the
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
No.
5. Issue price or consideration Nil
6. Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
Issued pursuant to contracts of employment
with senior staff, and the terms and conditions
of the PMA Employee Option Plan.
7 Dates of entering *securities into
uncertificated holdings or despatch
of certificates
13 March 2006
8 Number
and
class
$\circ$ f
all
quoted on
securities
ASX
(including the securities in clause
2 if applicable)
Number
74,720,429
+ 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
2010 exercisable at
\$1.30
100,000 Employee Options
Expiring 3 August
2010 exercisable at
\$1.30.
100,000 Employee Options
Expiring 10 February
2011 exercisable at
\$1.40.
100,000 Employee Options
Expiring 28 February
2011 exercisable at
\$1.40.

$101$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 approval
holder
security
Is.
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

+ See chapter 19 for defined terms.

16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17 Policy for deciding entitlements in
relation to fractions
18 Names of countries in which the
entity has *security holders who
will
not
be
new issue
sent
documents
Note: Security holders must be told how their
emitlements are to be dealt with.
Cross reference: rule 7.7.
19. Closing
date
for
receipt
of
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 any handling
fee
Amount
оf
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)

+ See chapter 19 for defined terms.

  • 29 Date rights trading will end (if applicable)
  • 30 How do *security holders sell their entitlements in full through a broker?
  • $31$ How do *security holders sell part of their entitlements through a broker and accept for the balance?

32 How do "security holders dispose of their entitlements (except by sale through a broker)?

33 *Despatch date

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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
  • $(b)$ All other securities

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 additional *securities, and the number and percentage of additional *securities held by those holders
  • If the *securities are *equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1.000$ $1,001 - 5,000$

35

+ See chapter 19 for defined terms.

$5,001 - 10,000$ $10,001 - 100,000$ 100,001 and over

37

A copy of any trust deed for the additional *securities

Entities that have ticked box 34(b)

  • 38 Number of securities for which +quotation is sought
  • 39 Class of "securities for which quotation is sought
  • 40 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
ı.

$+$ See chapter 19 for defined terms.

Quotation agreement

  • *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ 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 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 Cornorations 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 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 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 *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
  • $\overline{3}$ 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 $\angle$ ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

...................................... Sign here: Michael Drew, Company Secretary

+ See chapter 19 for defined terms.