TITANIUM SANDS LIMITED — Capital/Financing Update 2008

Jan 16, 2008

Appendix 3B New issue announcement

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

Windimurra Vanadium Limited (Company) 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 Fully paid ordinary shares issued 2 Number of[+] securities issued or to 34,250,031 be issued (if known) or maximum number which may be issued

3 Principal terms of the[+] securities (eg, if options, exercise price and Fully paid ordinary shares expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

C:\Documents and Settings\r.wilson\Local Settings\Temporary Internet Files\OLK81\Appendix 3B 080117 Rights Issue.doc+ See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in Yes 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

• 5 Issue price or consideration $1.60 per share 6 Purpose of the issue Funds raised from the issue will be applied to (If issued as consideration for the fund development of the Windimurra Vanadium acquisition of assets, clearly Project and to provide working capital for the identify those assets) Company

• 7 Dates of entering[+] securities into 25 February 2008 uncertificated holdings or despatch of certificates

8 Number and+class of all+securities quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	137,000,125	Ordinary fully paid (WVL)

• See chapter 19 for defined terms.

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	100,000 100,000 125,000 100,000 125,000 250,000 125,000 125,000 125,000 100,000 125,000 250,000	Employee Options Expiring 28 May 2011 exercisable at $1.75 (PMAAS) Employee Options Expiring 28 August 2011 exercisable at $2.00 (PMAAU) Employee Options Expiring 3 September 2009 exercisable at $2.60 (PMAAY) Employee Options Expiring 13 September 2009 exercisable at $2.60 (PMAAW) Employee Options Expiring 26 September 2009 exercisable at $1.70 (PMAAZ) Employee Options Expiring 26 September 2011 exercisable at $2.20 (PMAAZ) Employee Options Expiring 30 November 2009 exercisable at $1.95 (PMAAZ) Employee Options Expiring 3 December 2009 exercisable at $2.80 (PMAAZ) Employee Options Expiring 3 March 2010 exercisable at $3.00 (PMA21) Employee Options Expiring 13 January 2010 exercisable at $2.80 (PMA21) Employee Options Expiring 28 February 2010 exercisable at $2.20 (PMA21) Employee and Executive Options Expiring 26 March 2012 exercisable at $2.20 (PMA21)

• See chapter 19 for defined terms.

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NEW Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	100,000 650,000 125,000 100,000 125,000 34,250,031	Employee and Executive Options Expiring 13 May 2010 exercisable at $3.00 (PMA21) Ordinary fully paid shares issued 26/06/2007 pursuant to exercise of employee and executive options. Employee and Executive Options Expiring 3 June 2010 exercisable at $3.30 (PMA21) Employee and Executive Options Expiring 13 September 2010 exercisable at $3.30 (C0000000002) Ordinary fully paid shares issued 28/11/2007 pursuant to exercise of employee and executive options. Ordinary fully paid shares issued pursuant to pro rata issue.
	N/A

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval 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 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	No
	Non-renounceable
	One (1) share for every three (3) fully paid ordinary sharesheld
	Fully paid ordinaryshares
	29 January 2008
	No

• See chapter 19 for defined terms.

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17 Policy for deciding entitlements in relation to fractions 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 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 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 broker? 31 How do+security holders sell_part_of their entitlements through a broker and accept for	Rounded down
	United States, United Kingdom, Canada, Switzerland, Belgium, China, France, Gibraltar, Hong Kong, Malaysia, Singapore, Sweden, British Virgin Islands
	15 February 2008
	Euroz Securities Limited - underwriter, Territory Resources Limited – sub-underwriter
	3% of total amount raised
	N/A
	N/A
	N/A
	N/A
	1 February 2008
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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the balance?

32 How do[+] security holders dispose of their N/A entitlements (except by sale through a broker)? 33 +Despatch date 25 February 2008

Part 3 - Quotation of securities

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

34 Type of securities ( tick one )

(a) X Quoted Securities

(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

The issue does not form a new class of security

Tick to indicate you are providing the information or documents

35[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 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

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

• See chapter 19 for defined terms.

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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

on conversion of another security, clearly identify that other security)

42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Number +Class

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 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 Corporations Act.

• See chapter 19 for defined terms.

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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.

• 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.

• 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 ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ________ Date: 17 January 2008 Matthew Lilly Company Secretary

== == == == ==

• See chapter 19 for defined terms.

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