TITANIUM SANDS LIMITED — Capital/Financing Update 2008

Jan 16, 2008

Prospectus

Windimurra Vanadium Limited

(ABN 65 009 131 533)

Prospectus for a non-renounceable Entitlement Issue of 1 new share for every three shares held at $1.60 each to raise approximately $54.8 million

OFFER CLOSES AT 3.00 PM (WDST) ON 15 February 2008 UNLESS EXTENDED

If you are an Eligible Shareholder, this document is important and requires your immediate attention. It should be read in entirety. Please read carefully the instructions on your Entitlement and Acceptance Form regarding the acceptance of your Entitlement. If you are in doubt as to the course you should follow, you should contact your stockbroker, accountant or other professional advisor.

The Entitlement Issue is fully underwritten.

UNDERWRITER:

Euroz Securities Limited

Table of Contents

Important Information	Important Information	Important Information	1
Chairman’s		letter	2
1	Details of the Entitlement Issue		3
	1.1	The purpose of the Entitlement Issue	3
	1.2	The Entitlement Issue	3
	1.3	Additional Share Facility	3
	1.4	Opening and Closing Dates	4
	1.5	Non-renounceable	5
	1.6	ASX	5
	1.7	CHESS	5
	1.8	Allotment	5
	1.9	Excluded Shareholders	6
	1.10	Underwriting	6
	1.11	New Shares	6
	1.12	Brokerage and stamp duty	6
	1.13	Market prices of Existing Shares on ASX	7
2	Action required		7
	2.1	If you wish to take up all or only part of your Entitlement	7
	2.2	If you do not wish to take up any of your Entitlement	8
	2.3	Payment	8
	2.4	Entitlement not taken up	8
	2.5	Enquiries	8
3	Summary of Windimurra		9
	3.1	Overview	9
	3.2	Windimurra Corporate structure	10
	3.3	Windimurra Strategy	10
	3.4	Dividends	10
	3.5	Directors of Windimurra	11
4	Effect of the Offer		11
	4.1	Use of proceeds	11
	4.2	Effect of the Offer on Windimurra’s capital structure	12
	4.3	Effect of the Offer on voting power in and control of Windimurra	12
	4.4	Effect of the Offer on Windimurra’s financial position	15
5	Investment risks		18
	5.1	General risks in subscribing for New Shares	18
	5.2	Risks associated in an investment in Windimurra	19
	5.3	Transaction specific risks	21

6	Tax considerations	Tax considerations	22
7	Other information		22
	7.1	Rights and liabilities attaching to the New Shares	22
	7.2	Underwriting Agreement	24
	7.3	Interests of Directors, advisers and promoters	28
	7.4	Disclosure of interests, fees and benefits received by certain persons	29
	7.5	Consents	30
	7.6	Litigation	31
	7.7	Regular reporting and disclosure requirements	31
	7.8	Privacy notification	32
8	Definitions and interpretation		35
	8.1	Definitions	35
	8.2	Interpretation	37
9	Authorisation		38

Important Information

Important dates:

All dates (other than the date of the Prospectus and date of lodgement of the Prospectus with ASIC) are indicative only. The Directors reserve the right to extend the Closing Date, subject to the ASX Listing Rules, without further notice and with the consent of the Underwriter. A change to the Closing Date may cause other key dates to change.

Lodgement of Prospectus with ASIC and ASX	18 January 2008
Record Date to determine Entitlement to New	29 January 2008
Shares
Prospectus with Entitlement and Acceptance	1 February 2008
Form dispatched
Closing Date - last day for acceptance and	15 February 2008
payment in full
Proposed date for issue of New Shares and	25 February 2008
dispatch of Shareholding Statements

Important Notice

This Prospectus is dated 18 January 2008. A copy of this Prospectus was lodged with ASIC on 18 January 2008. ASIC takes no responsibility for the contents of this Prospectus.

This Prospectus does not constitute an Offer in any place in which, or to any person to whom, it would not be lawful to make such an Offer. In particular, this Prospectus does not constitute an Offer to Excluded Shareholders.

The shares have not been and will not be registered under the US Securities Act of 1933 and may only be offered, sold or resold in, or to a person in, the United States in accordance with an available exemption from registration.

No New Shares will be issued on the basis of this Prospectus after the date which is 13 months after the date of the Prospectus.

This is a Prospectus for an Offer of continuously quoted securities (as defined in the Corporations Act) of Windimurra and has been prepared in accordance with section 713 of the Corporations Act. Accordingly, this Prospectus does not contain the same level of disclosure as an initial public offering prospectus.

PLEASE CAREFULLY READ THE INSTRUCTIONS ON THE ACCOMPANYING ENTITLEMENT AND ACCEPTANCE FORM REGARDING ACCEPTANCE OR DISPOSAL OF YOUR RIGHTS. IT IS IMPORTANT THAT YOU TAKE ACTION IN ACCORDANCE WITH THE INSTRUCTIONS ON THE ENTITLEMENT AND ACCEPTANCE FORM. IF YOU ARE IN DOUBT AS TO THE PROCEDURES TO BE FOLLOWED, YOU SHOULD CONTACT COMPUTERSHARE INVESTOR SERVICES PTY LIMITED ON 1300 557 010, OR YOUR STOCKBROKER. BEFORE APPLYING FOR NEW SHARES UNDER THIS PROSPECTUS, SHAREHOLDERS SHOULD CONSIDER WHETHER THE NEW SHARES ARE A SUITABLE INVESTMENT FOR THEM.

Questions

If you have any questions regarding your Entitlement or are unsure what to do with this Prospectus and your Entitlement please contact Computershare Investor Services Pty Ltd on 1300 557 010 or contact your stockbroker or professional adviser.

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Chairman’s letter

18 January 2008

Dear Shareholders

On behalf of the Directors of Windimurra Vanadium Limited , I am pleased to present Windimurra’s Offer for you to participate in an issue of shares by Windimurra. The Offer is a non-renounceable Entitlement Issue which entitles each Shareholder (except those registered holders of Existing Shares who have a registered address in a country other than Australia or New Zealand) to subscribe for one New Share for every three Existing Shares held on 29 January 2008, at an issue price of $1.60 per New Share. Shareholders may also apply for Additional Shares under the Additional Share Facility which will be allocated in accordance with the procedure set out in this Prospectus if all Entitlements are not taken up. The Entitlement Issue is fully underwritten by Euroz Securities Limited.

Details of your Entitlement to New Shares are shown on the accompanying “Entitlement and Acceptance” Form. Please note that the Closing Date for acceptance and payment is 15 February 2008 (3.00pm WDST), unless extended.

The net proceeds from the Entitlement Issue of approximately $53.05 million are to provide funding for the development and operation of the Windimurra Vanadium Project and on-going working capital requirements for the Company.

Your Company recently announced a US$127.5 million (approximately A$145 million) syndicated loan arranged by Merrill Lynch. Merrill Lynch and the Noble Group (Windimurra’s off-take and Project partner) were significant investors in the loan demonstrating their strong support for Windimurra. This debt funding combined with this fully underwritten Entitlement Issue, represents all funding planned to complete the construction and initial development of the Project.

Your Company has made significant progress in developing the Project having secured all environmental approvals, executing a $300 million service contract with Mineral Resources Limited to build own and operate the beneficiation plant, signing key contracts for the supply and transport of gas, soda ash and the engineering procurement construction management contract for the Project, and the appointment of key personnel. The front end engineering is complete and early works have started.

The New Shares will rank equally with the Existing Shares, and they will participate in all future dividends.

The Board commends the Entitlement Issue to Shareholders and looks forward to your continuing support of Windimurra’s business activities.

Yours sincerely

==> picture [61 x 44] intentionally omitted <==

Michael L J Kiernan Chairman Windimurra Vanadium Limited

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1 Details of the Entitlement Issue

1.1 The purpose of the Entitlement Issue

The Issue of New Shares will raise approximately $54.8 million in new capital for Windimurra. The expenses of the Offer are expected to be approximately $1.75 million. Accordingly, the net proceeds of the Offer are estimated to be approximately $53.05 million.

The net proceeds of the Offer are to be applied to fund development and operation of the Project and to provide working capital for the Company. The Project is explained further in section 3 of this Prospectus. In addition to the $54.8 million to be raised pursuant to the Offer, Midwest Vanadium Pty Ltd (MVPL), a 90% owned subsidiary of Windimurra, recently announced a US$127.5 million (A$145 million) debt raising for the Project via a Senior Secured Syndicated Term Loan arranged by Merrill Lynch.

1.2 The Entitlement Issue

Pursuant to this Prospectus, 34,250,031 New Shares are being offered to Shareholders who are registered holders of Windimurra Shares at 3.00pm WDST on 29 January 2008. The Offer is by way of a non-renounceable Entitlement Issue of one New Share for every three Existing Shares held, at the price of $1.60 per New Share. Approximately $54.8 million will be raised under the Entitlement Issue, before costs.

The number of New Shares to which you are entitled is shown on the accompanying Entitlement and Acceptance Form.

Fractional Entitlement to New Shares will be rounded down to the nearest whole number of New Shares and for this purpose holdings in the same name will be aggregated for the calculation of determining an Entitlement.

1.3 Additional Share Facility

Shareholders who are registered holders of Shares on the Record Date and are entitled to participate in the Offer ( Eligible Shareholders ), may also apply for more New Shares in addition to their Entitlement ( Additional Shares ). Eligible Shareholders can make an application for Additional Shares by completing the relevant section of the Entitlement and Acceptance Form in accordance with the instructions set out on that form. Eligible Shareholders must provide Application Monies to cover all of the Additional Shares for which they are applying.

If all Entitlements are not taken up at all or in full, Eligible Shareholders who have made an application for Additional Shares will be allocated Additional Shares (subject to compliance with the takeover provisions of the Corporations Act as set out below) as follows:

1. each Eligible Shareholder who applies for Additional Shares will be allocated $5,000 worth of Additional Shares (or such lower amount of Additional Shares applied for) if such Additional Shares are available ( Initial Allocation ). If the number of Additional Shares available is not

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adequate to cover this Initial Allocation, allocations will be scaled back equally;

1. if there are still unallocated Additional Shares after the Initial Allocation, each Eligible Shareholder whose application for Additional Shares has not been satisfied under the Initial Allocation will be allocated their proportionate share of the Additional Shares available (being the number of Shares represented by their Entitlement divided by the number of Shares represented by the Entitlement of all Eligible Shareholders) or the number of Additional Shares applied for or such number of Additional Shares that would ensure compliance with the takeover provisions of the Corporations Act, whichever is less ( Second Allocation ); and

2. if there are still unallocated Additional Shares after the Second Allocation, each Eligible Shareholder whose application for Additional Shares has not been satisfied under the Second Allocation will be allocated their proportionate share of the Additional Shares available relative to all other Eligible Shareholders who apply for Additional Share in excess of the Second Allocation (being the number of Shares represented by their Entitlement divided by the number of Shares represented by the Entitlement of all applicants for Additional Shares in excess of the Secondary Allocation) or the number of Additional Shares applied for or such number of Additional Shares that would ensure compliance with the takeover provisions of the Corporations Act, whichever is less. Any New Shares that are not allocated because of a restriction under the takeover provisions of the Corporations Act on an Eligible Shareholder, will be included in the Additional Shares allocated to remaining Eligible Shareholders referred to in this paragraph 3 on the same basis as described in this paragraph 3 ( Final Allocation ).

For the avoidance of doubt, any unallocated Additional Shares after the Final Allocation will be the Shortfall.

The total number of New Shares to be issued, in relation to Entitlements and by way of an application for Additional Shares, is limited to 34,250,031 New Shares. A Shareholder will never be issued more Additional Shares than they have applied for.

No Additional Shares will be issued to Shareholders who apply under the Additional Share Facility which will result in that Shareholder increasing its voting power above 20% or would otherwise result in a contravention of the takeover provisions of the Corporations Act.

If you make an application for Additional Shares and your application is scaled back, the Application Monies for those Additional Shares which you do not receive will be returned to you without any payment of interest.

1.4 Opening and Closing Dates

The Entitlement Issue will open for receipt of acceptances on 1 February 2008 and close at 3.00pm WDST on 15 February 2008 (unless extended). Completed Entitlement and Acceptance Forms must be received at the Company’s Share Registry (Computershare Investor Services Pty Limited) by 3.00pm WDST on 15 February 2008, together with a cheque or bank draft in Australian dollars for the amount of the total Application Monies or payment of the Application Monies by

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BPay® must be received by the Share Registry by 3.00pm WDST on 15 February 2008.

1.5 Non-renounceable

Entitlements to New Shares are non-renounceable, thus Shareholders who do not wish to take up some or all of their Entitlement are not entitled to sell or otherwise transfer all or part of their Entitlement.

1.6

ASX

Within 7 Business Days after the date of issue of this Prospectus, application will be made to ASX for the New Shares to be listed for quotation by ASX. If official quotation for the New Shares is not granted by ASX within three months after the date of this Prospectus, the Company will not issue any New Shares and will repay all application monies as soon as practicable.

1.7

CHESS

The Company participates in the Clearing House Electronic Subregister System ( CHESS ). ASX Settlement and Transfer Corporation Pty Ltd ( ASTC ), a wholly owned subsidiary of ASX, operates CHESS in accordance with the ASX Listing Rules, ASTC Settlement Rules and ACH Clearing Rules.

Under CHESS, applicants will not receive a certificate but will receive a statement of their holding of New Shares.

If you are broker sponsored, ASTC will send you a CHESS statement.

The CHESS statement will set out a number of New Shares issued to you under this Prospectus, provide details of your holder identification number and the participant identification number of the sponsor.

If you are registered on the Issuer Sponsored sub register, your statement will be dispatched by the Share Registry and will contain the number of New Shares issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their shareholding changes. Shareholders may request a statement at any other time. However, a charge may be made for additional statements.

1.8 Allotment

No allotment of New Shares will be made until the proceeds of the Entitlement Issue have been received and permission is granted for quotation of the New Shares on ASX. It is expected that the New Shares will be entered into the holders’ security holdings no later than 25 February 2008 (unless the Closing Date is extended).

Application monies will be held in a subscription account until the allotment and issue of the New Shares. This account will be established and kept by Windimurra on trust for the applicants. Any interest earned on the application monies will be for the benefit of the Company and will be retained by it irrespective of whether allotment takes place.

Should ASX not permit quotation, the application monies will be refunded in full.

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1.9 Excluded Shareholders

Windimurra has decided that it is unreasonable to make the Offer to Shareholders who have a registered address in a country outside of Australia or New Zealand, having regard to the number of Shareholders in such places, the number and value of the New Shares they would be offered and the substantial costs of complying with the legal and regulatory requirements in those jurisdictions.

This Prospectus is accordingly being sent to those Shareholders ( Excluded Shareholders ) for information purposes only. This Prospectus does not constitute an Offer to Excluded Shareholders. The New Shares to which any such Excluded Shareholders are entitled will form part of the Additional Shares or the Shortfall (as the case may be), to be dealt with by the Underwriter in conjunction with the Board.

This Prospectus does not constitute an Offer in any place in which, or to any person to whom, it would not be lawful to make such an Offer. Shareholders holding Shares on behalf of persons who are resident outside Australia or New Zealand are responsible for ensuring that taking up the Entitlement under the Entitlement Issue does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form or payment of the Application Monies by BPay® will constitute a representation that there has been no breach of such regulations. Where the Prospectus has been dispatched to Shareholders domiciled outside Australia or New Zealand and where that country’s securities code or legislation prohibits or restricts in any way, the making of the offers contemplated by the Prospectus, the Prospectus is provided for information purposes only.

1.10 Underwriting

The Entitlement Issue is fully underwritten by Euroz Securities Limited, the Underwriter. The terms and conditions of the underwriting, including termination rights, are summarised in Section 7.2 of this Prospectus. Territory Resources Limited is acting as the sole sub-underwriter of the Entitlement Issue. Further details of the Sub-underwriting including the potential effect of the Subunderwriting on the voting power and control of the Company are contained in section 4.3 of this Prospectus.

1.11 New Shares

The New Shares issued will be fully paid ordinary shares in the Company, and from the date of issue will rank equally in all respects with Existing Shares. By taking up your Entitlement, you agree to comply with the Constitution in respect of the New Shares issued to you. Details of the rights attaching to the Shares are set out in Section 7.1 of this Prospectus.

1.12 Brokerage and stamp duty

No brokerage or stamp duty will be payable by you in respect of a subscription for New Shares under this Prospectus or in respect of Windimurra issuing New Shares to you under this Prospectus.

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1.13 Market prices of Existing Shares on ASX

The closing sale price of Windimurra Shares on the ASX on 17 January 2008 (being the last trading day before the date on which Windimurra lodged this Prospectus with ASIC) was $1.78.

The highest recorded sale price of Windimurra Shares on the ASX in the four months before the date on which Windimurra announced the Entitlement Issue was $2.18. The lowest recorded sale price of Windimurra Shares on the ASX in the four months before the announcement of the Entitlement Issue was $1.54.

The volume weighted average share price of Windimurra Shares on the ASX:

• Over the 4 months to 3 January 2008 was $1.87;

• Over the 2 months to 3 January 2008 was $1.78;

• Over the last month to 3 January 2008 was $1.75.

2 Action required

Your Entitlement may be valuable and you must take action before the Closing Date if you wish to take up part or all of your Entitlement. The number of New Shares to which you are entitled is shown on the accompanying Entitlement and Acceptance Form.

The Closing Date for the Offer is 3.00pm WDST on 15 February 2008. The Company may, in its absolute discretion, extend the Closing Date after consultation with the Underwriter. However, Shareholders will be informed of any such extension and should otherwise ensure that they take action before the Closing Date if they wish to take up their Entitlement.

This Offer does not apply to Excluded Shareholders. See Section 1.9 of this Prospectus for more information regarding Excluded Shareholders.

2.1 If you wish to take up all or only part of your Entitlement

The Entitlement and Acceptance Form that accompanies this Prospectus sets out the number of New Shares to which you are entitled.

If you wish to take up all or part of your Entitlement and apply for New Shares under this Prospectus, then those applications for New Shares must be made in accordance with the instructions set out on the Entitlement and Acceptance Form. Please read the instructions on that form carefully. Likewise, if you wish to apply for Additional Shares under this Prospectus, then those applications must be made in accordance with the instructions set out on the Entitlement and Acceptance Form.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided, including the number of New Shares you wish to accept and/or Additional Shares you wish to apply for and the amount payable and attach a cheque for the appropriate Application Monies or pay the Application Monies through the BPay® facility described in section 2.3 below. If you make your payment by BPay® you do not need to lodge the Entitlement and Acceptance Form.

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You should then forward the completed Entitlement and Acceptance Form, together with your cheque for the Application Monies, to Computershare Investor Services Pty Limited, at the address shown in Section 2.5 below, or pay your Applications Monies by BPay® by not later than 3.00pm WDST on the Closing Date.

2.2 If you do not wish to take up any of your Entitlement

You are not required to take up all or any part of your Entitlement. If you do not wish to take up any of your Entitlement, you do not need to do anything. If you do nothing, your Entitlement and your right to apply for Additional Shares will lapse and the New Shares will either be taken up by those Shareholders that apply for Additional Shares or will form part of the Shortfall.

2.3 Payment

The Application Monies for the New Shares and Additional Shares is payable in full on acceptance of the Offer by a payment of $1.60 per New Share or Additional Share. Payment by cheques should be in Australian currency, made payable to Windimurra Vanadium Limited Entitlement Issue and crossed “Not Negotiable”. Shareholders must not forward cash. Receipts for payment will not be issued.

Alternatively payments can be made via BPay®. Payment by BPay® should be made according to the instructions set out on the Entitlement and Acceptance Form using the Entitlement number shown on that form next to the BPay® symbol.

The Entitlement number is used to identify your holding. If you have multiple holdings you will have multiple Entitlement numbers. You must use the Entitlement number shown on each Entitlement and Acceptance Form to pay for each holding separately. Failure to do so may result in an underpayment. If you pay by BPay® and do not pay for your full Entitlement, the remaining Entitlement will form part of the Shortfall.

2.4

Entitlement not taken up

If you do not take up any of your Entitlement, or take up only part of your Entitlement, the New Shares not accepted by the Closing Date will form part of the Additional Shares or the Shortfall and you will receive no benefit in relation to those New Shares.

2.5 Enquiries

If you have any enquiries concerning your Entitlement please contact Computershare Investor Services Pty Limited, on 1300 557 010 or contact your stockbroker or professional adviser.

The Share Registry’s addresses are:

stockbroker or professional adviser. The ShareRegistry’s addresses are:
By Post	By Hand
Computershare Investor Services Pty Limited GPO Box D182 Perth, Western Australia, 6840	Computershare Investor Services Pty Limited Level 2, 45 St Georges Terrace Perth, Western Australia, 6000

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3 Summary of Windimurra

3.1 Overview

The Project is owned by Midwest Vanadium Pty Ltd ( MVPL ). MVPL is owned 90% by Windimurra and 10% by Noble Resources Limited, a wholly owned subsidiary of Noble Group Limited. The Project comprises an open pit vanadium mine, process plant and ancillary features, located 600km to the north east of Perth and 80km east-south-east of the town of Mount Magnet in Western Australia. Operations and production are scheduled to commence in the second half of 2008. When in full operation, the mine is expected to produce 6,400 tonnes of ferrovanadium and 1,000 tonnes of high quality vanadium pentoxide per year, equivalent to approximately 7% of world vanadium demand.

The Windimurra plant will be capable of producing both ferrovanadium and vanadium pentoxide for sale to world markets. Windimurra will be one of only two producers in the world that predominantly process ore from a mined source.

During 2007, Windimurra has successfully transitioned the Project from the design phase, through engineering to imminent construction. Long lead items of plant, equipment and infrastructure necessary to commence production in the second half of 2008 are already on site or have been ordered. The Project has one of the largest JORC compliant vanadium ore resources in the world with current proved reserves of 79.0 million tonnes at a bulk grade of 0.47% V205 (vanadium pentoxide), which will underpin an initial mine life of 20 years at the proposed mining rate of 3.9million tonnes per annum (mtpa).

The Company is now seeking to raise the funds required to fund the development of the Project and to provide working capital for the Company. The Issue of New Shares pursuant to this Entitlement Issue (and under this Prospectus) will raise approximately A$54.8 million in new equity capital, which together with the approximately A$145 million from the Senior Secured Syndicated Term Loan arranged by Merrill Lynch represents the entire A$200 million funding package necessary to fully fund the development of the Project.

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3.2 Windimurra Corporate structure

==> picture [398 x 361] intentionally omitted <==

----- Start of picture text -----

Noble Group Limited
(BB+ credit rating)
Windimurra
3.7% Convertible
Vanadium
Note
Limited
Noble Resources
Limited
3.7 million Share issue
90.001% pursuant to Noble 9.999%
Sales Agreement
100%
Midwest
Vanadium Pty Ltd
The Project
Mine and Assets
----- End of picture text -----

The Convertible Note noted in the structure diagram above, which can be called by the Company only, is uncalled at this point in time but it is likely that the Company will call the Convertible Note in the 12 month period after the date of this Prospectus and may call the Convertible Note earlier depending on the Company’s cash flow requirements. If the Convertible Note is called by the Company, Noble is required to pay $8.2 million to the Company. This sum will earn interest at the rate of Libor plus 2% paid quarterly. Conversion of the Convertible Note into 3.7 million shares is then at Noble’s election. However, if the Convertible Note is not converted within three years of being called by the Company, the loan will be paid out by the Company.

3.3

Windimurra Strategy

Windimurra’s strategy is to focus exclusively on development of the Project and to become recognised as a reliable, producer of high quality ferrovanadium and vanadium pentoxide to the steel and aerospace industry. The vanadium market is characterised by robust industry dynamics driven by growth in steel demand driven by the industrialisation of China, Russia, Brazil and India.

3.4 Dividends

No dividends are expected to be declared in 2008 when the plant is being constructed or in 2009 when the plant is being ramped up to full production. The

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Company may make future dividend distributions subject to the availability of distributable profits, the Company’s financial position, loan covenants, future capital requirements and any other factors the Directors may consider relevant. The Directors can give no assurance as to the future payment of dividends, the level of franking or imputation or the extent of payout ratios.

3.5 Directors of Windimurra

Details of the Directors of Windimurra are set out below.

• Michael Kiernan B.Bus, Chairman, Non-Executive Director

• Iain Scott PhD Min. Processing, B.Sc Met (Hons), Managing Director and Executive Director

• Garry Korte CA, B Comm Dip Acc., Chief Financial Officer and Executive Director

• Earl of Warwick Non-Executive Director

• Ricardo Leiman Non-Executive Director

• Wolf Martinick PhD, BSc Agric, Non-Executive Director

• Andrew Simpson Grad. Dip. Bus (Curtin), MAICD, Non-Executive Director

4 Effect of the Offer

4.1 Use of proceeds

The issue of New Shares will raise approximately $54.8 million (before expenses) in new equity capital for Windimurra. The expenses of the Offer are expected to be approximately $1.75 million. Accordingly the net proceeds of the Offer are estimated to be approximately $53.05 million.

The additional equity funding is to be applied to fund development of the Project and to provide on-going working capital requirements for the Company. The Directors have resolved that the additional equity funding to be contributed to the Project is appropriate.

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4.2 Effect of the Offer on Windimurra’s capital structure

The effect of the Offer on Windimurra’s capital structure will be that the issued capital of Windimurra will increase from 102,750,094 million Shares to approximately 137,000,125 million Shares. A table of Windimurra’s capital structure is set out below:

Windimurra Securities	Number
Ordinary Shares on issue1 Ordinary Shares issued under Offer (subject to rounding) Post Entitlement Offer issued capital	102,750,094 34,250,031
	137,000,125
Shares to be issued to Noble post Entitlement Issue pursuant to the Vanadium Sales and Marketing Agreement2	3,728,549
Employee and executive options3 Options to be issued under Senior Secured Syndicated Term Loan arrangements	1,525,000
	8,653,846
Total Options on issue	10,178,846

1. Noble has contributed $9.5 million for use in development of the Project in the form of subordinated shareholder loans to WVPL. Noble has the right to receive from the Company (at Noble’s option) Shares in the Company to the value of $1,140,000 per annum as payment in kind in lieu of interest.

2. 3,728,549 million ordinary Shares will be issued to Noble Resources Limited on closing of the Entitlement Issue pursuant to the Vanadium Sales and Marketing Agreement entered into by the Company, Noble Resources Limited and Noble Group Limited dated 28 July 2006 as approved by Shareholders at the Annual General Meeting of Shareholders held on 26 November 2007.

3. In addition to the options reflected in the above table, the Company’s Chief Operating Officer has an entitlement under his remuneration arrangements to 500,000 options which will be issued in November 2008.

4.3 Effect of the Offer on voting power in and control of Windimurra

The following table sets out the substantial Shareholders of Windimurra as at 27 December 2007:

Shareholder	Number of ordinary shares held as at 27 December 2007	Percentage interest
JP Morgan Nominees Australia Limited	16,275,995	15.8%
HSBC Custody Nominees (Australia)Limited	13,559,195	13.2%
Territory Resources Limited	9,749,640	9.5%
National Nominees Limited	8,674,747	8.4%
Citicorp Nominees Pty Limited	7,450,460	7.3%
ANZ Nominees	7,250,867	7.1%
Earl of Warwick	6,078,331*	5.9%

• The Earl of Warwick has notified the Company of his intention to dispose of 5,000,000 of these Shares to a third party in February 2008.

Note: the percentage interest and the shareholding in the above table may change if Shareholders acquire or dispose of Shares.

Note: Shareholders should refer to substantial shareholder notices released to the ASX for further details of the shareholding of the substantial Shareholders set out in the table above.

Note: Refer to Section 7.3 and Section 7.4 for further information on the interests and benefits of Directors.

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If all Shareholders take up all of their Entitlement under the Offer, the percentage interests in the Company held by the major Shareholders (as set out in the above table) would not change and there would be no effect on the control of the Company.

However, if some or all Shareholders do not take up some or all of their Entitlements under the Offer and if the applications for Additional Shares under the Additional Share Facility are less than the total number of New Shares not taken up by Shareholders under their Entitlement, then there will be a Shortfall.

The Offer is fully underwritten by the Underwriter, Euroz Securities Limited ( Euroz ). Euroz has entered into a sub-underwriting agreement with Territory Resources Limited ( Territory ) by which Territory has agreed to fully subunderwrite the Offer and subscribe for any Shortfall Shares under the Offer.

The Directors of Windimurra consider, having regard to all available options, that entering into the Underwriting Agreement with Euroz with the knowledge that Euroz has entered into a sub-underwriting agreement with Territory to fully subunderwrite the Offer, provides the Company with the highest degree of certainty in the time available that the Entitlement Issue will be successful.

Given the potential change in Territory’s percentage interest in the Company as a result of the Sub-underwriting if there is a Shortfall, there is a requirement to fully disclose the effect on the control of the Company which may result from the Entitlement Issue and the Sub-underwriting. However, if Eligible Shareholders apply for Additional Shares under the Additional Share Facility, this will reduce the number of New Shares that Territory must subscribe for as sub-underwriter. An analysis of the changes in Territory’s shareholding in the Company under various scenarios has been undertaken to indicate its effect on the control of the Company.

Company.
Event	Number of Shares held by Territory	Voting power of Territory in the Company
Date of Prospectus	9,749,640	9.5%
After issue of Shares to Territory assuming no Additional Shares are applied for and assuming a 100% Shortfall	43,999,671	32.1%
After issue of Shares to Territory assuming no Additional Shares are applied for and assuming a 75% Shortfall	36,249,634	26.5%
After issue of Shares to Territory assuming no Additional Shares are applied for and assuming a 50% Shortfall	28,499,596	20.8%
After issue of Shares to Territory assuming no Additional Shares are applied for and assuming a 25% Shortfall	20,749,558	15.1%

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Note: for each scenario, the following assumptions have been made:

1. The Company’s current capital structure (as outlined in section 4.2) does not change;

2. Territory does not acquire or dispose of any Shares;

3. Territory takes up all of its Entitlement; and

4. No Additional Shares are applied for, and allocated, under the Additional Share Facility.

The shareholding and voting power details of Territory under the various scenarios in the table above show the potential effect of the Sub-underwriting.

The percentage interests of any Shareholders that do not take up some or all of their Entitlements and who do not participate in the Additional Share Facility, will decrease.

Assuming that no Additional Shares are applied for, and allocated, under the Additional Share Facility, the maximum increase in Territory’s level of voting power in the Company as a result of it taking up all of its Entitlement and acquiring the Shortfall as sole sub-underwriter of the Offer is 22.6%, bringing its voting power in the Company to 32.1%. This will only occur if no Shareholders (other than Territory) take up their Entitlement, no Additional Shares are applied for, and allocated under the Additional Share Facility, and there is a 100% Shortfall. Territory’s percentage interest may increase or decrease if Territory acquires or disposes of Shares prior to the Closing Date.

However, it is unlikely that no Shareholders will take up their Entitlement under this Offer and that no Shareholders will apply for Additional Shares under the Additional Share Facility. As shown in the table, the final voting power of Territory following the Entitlement Issue and the Sub-underwriting decreases as the Entitlements taken up by other Shareholders increases and as the Shortfall decreases. Territory has confirmed to the Company that its current intention is to take up all of its Entitlement as a Shareholder eligible to participate in the Entitlement Issue with respect to its shareholding as at the Record Date.

Given the potential increase in Territory’s voting power in the Company as a result of the Entitlement Issue and the Sub-underwriting, there is also a requirement to provide details of Territory’s current intentions for the Company in the event that it gains effective control of the Company. Territory has informed the Company that if it were to gain effective control of Windimurra by virtue of its shareholding, including New Shares acquired under the Entitlement Issue and the Sub-underwriting of the Entitlement Issue, are as follows:

Territory will procure that Windimurra will:

• (a) generally continue the business of Windimurra;

• (b) not make any major changes to the business of Windimurra nor redeploy any of the fixed assets of Windimurra;

• (c) continue the employment of Windimurra's present employees; and

• (d) appoint to the Board nominees of Territory so that the number of Territory nominees will be approximately proportionate to Territory's holding of Shares. No decision has been made as to who those nominees would be and their identity would depend upon the relevant circumstances at that time.

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The intentions and statements of future conduct set out above must also be read as being subject to the legal obligation of the Directors of Windimurra at the time, including any nominees of Territory, to act in good faith in the best interest of Windimurra and for the proper purposes and to have regard to the interests of the Shareholders.

The implementation of Territory's current intentions of its ownership of Windimurra will be subject to the law (including the Corporations Act), the ASX listing rules and Windimurra's constitution.

In particular, the requirements of the Corporations Act and the ASX listing rules in relation to conflicts of interest and "related party" transactions will apply in the event that Territory is treated as a related party of the Company.

Territory would only make a decision on its courses of action in light of material facts and circumstances at the relevant time and after it receives appropriate legal and financial advice on such matters, where required, including in relation to any requirements for Shareholder approval.

The statements above are of current intention only which may change as new information becomes available or circumstances change. The statements should be read in this context.

4.4 Effect of the Offer on Windimurra’s financial position

To illustrate the effect of the Offer on Windimurra, the following pro forma consolidated balance sheet of Windimurra has been prepared based on Windimurra’s consolidated balance sheet as at 30 June 2007 (which was released to ASX on 27 September 2007). The pro forma column is the pre-Offer balance sheet as at 30 June 2007 adjusted for:

• (a) the financial effect of the Offer of 34,250,031 New Shares made pursuant to this Prospectus at an issue price of $1.60 per New Share;

• (b) the issue of 3,728,549 New Shares to Noble Resources Limited pursuant to the Vanadium Sales and Marketing Agreement entered into by the Company, Noble Resources Limited and Noble Group Limited dated 28 July 2006;

• (c) the raising of approximately A$145 million via a Senior Secured Syndicated Term Loan arranged by Merrill Lynch; and

• (d) other material changes to the balance sheet since 30 June 2007.

Notes describing the assumptions on which the pro forma consolidated balance sheet is based and explaining and reconciling certain items are set out below. The pro forma consolidated balance sheet should be read in conjunction with these notes.

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Pro Forma Consolidated Balance Sheet as at 30 June 2007

	Note Assets Cash and cash equivalents 1 Trade and other receivables Inventories Investments Total current assets Cash and cash equivalents Trade and other receivables Investments Property, plant and equipment 6 Intangible assets 2 Total non-current assets Total assets Liabilities Trade and other payables Employee benefits Loans and borrowings Total current liabilities Employee benefits Loans and borrowings 3 Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital 4 Reserves Accumulated losses 5 Total equity attributable to equity holders of the company Minority interest Total equity	30 June 2007 Consolidated $ Adjustment $ Pro Forma Consolidated $ 63,406,677 171,616,085 235,022,762 424,662 424,662 68,638 68,638 63,899,977 235,516,062 3,857,362 3,857,362 51,571,541 17,860,376 69,431,917 0 6,711,388 6,711,388 55,428,903 80,000,667 119,328,880 315,516,729 5,492,612 5,492,612 133,050 133,050 372,498 372,498 5,998,160 5,998,160 25,307 25,307 5,092,841 144,886,364 149,979,205 12,107,392 12,107,392 17,225,540 162,111,904 23,223,700 168,110,064 96,105,180 147,406,665 128,321,465 59,763,268 188,084,733 5,375,391 5,375,391 (38,453,853) (8,461,783) (46,915,636) 95,243,003 146,544,488 862,177 862,177 96,105,180 147,406,665

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Notes

The assumptions relating to the pro forma consolidated balance sheet are set out below and assume that the following events had occurred as at 30 June 2007:

1. Windimurra issues 34,250,031 Shares under the Entitlement Offer raising net proceeds of $53.05 million and raises debt in the amount of US$127.5 million (approximately A$144.89 million, assuming an exchange rate of US$1 = A$0.88) net of expenses of A$5.63 million under the Senior Secured Syndicated Term Loan. In addition, an amount of $20.7 million has progressively been expended on the development of the Project to 30 November 2007. This is reflected in Cash and Cash Equivalents;

2. The assumption is made that 3,728,549 Shares are issued to Noble at a notional value of A$1.80 per Share as a result of Noble and Windimurra agreeing to enter into the Vanadium Sales and Marketing Agreement. This share based payment is reflected in Intangible Assets and Issued Capital;

3. Debt in the amount of US$127.5 million (A$145 million) is raised under the Senior Secured Syndicated Term Loan and is reflected in Loans and Borrowings; and

4. Windimurra raises gross proceeds of approximately $54.8 million under the Entitlement Offer, and issues approximately $6.71 million in Issued Capital as a result of the Vanadium Sales and Marketing Agreement, resulting in an increase to Issued Capital of approximately $61.51 million. Windimurra incurs transaction costs of $1.75 million in relation to the Entitlement Offer, which are applied against equity as part of the costs of acquisition and equity raising giving a pro forma total Issued Capital of $188.0 million.

5. The expenses of the debt raising under the Senior Secured Syndicated Term Loan of $5,622,159 are reflected in Accumulated Losses. An additional amount of $2.9 million has been expended to 30 November 2007, on costs in connection with the Project development which have not been capitalised because they are corporate in nature.

6. An amount of $17.9 million (capitalised) has been expended on development of the Project to 30 November 2007.

The accounting policies adopted in the preparation of the pro forma consolidated balance sheet are consistent with the accounting policies adopted and described in Windimurra's annual report for the year ended 30 June 2007 and the half-year report for the period ended 31 December 2006 and should be read in conjunction with those reports. These reports are available on the websites of both the Company and ASX and copies will be provided by the Company free of charge to any person who requests a copy before the Closing Date.

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5 Investment risks

The following summary represents the major risk factors which subscribers for New Shares need to be aware of.

5.1 General risks in subscribing for New Shares

An investment in Windimurra involves general risks associated with any investment in shares of companies that are listed on a stock exchange. Many factors affect the financial performance of Windimurra and/or the price of its shares.

Risk factors include but are not limited to:

(a) Movement in Australian and overseas share markets and financial markets generally

A number of factors affect the performance of stock market investments that could also affect the price at which shares trade on the ASX. Movements on international stock markets, local interest rates and exchange rates, domestic and international economic conditions, as well as government taxation and other policy changes may affect the share market. This may have an adverse affect on the market price of the New Shares.

(b) Changes in legislation and government regulation

Government legislation, including changes to the taxation system, may affect future earnings and the relative attractiveness of investing in Windimurra. Changes in government policy or statutory changes may affect Windimurra and the attractiveness of an investment in it.

(c) Economic conditions

Economic conditions, both domestic and global, may affect the performance of Windimurra. Factors such as currency fluctuations, inflation, interest rates, supply and demand and industrial disruption may have an impact on operating costs, commodity prices and share market prices. Windimurra's future possible revenue and share price can be affected by these factors all of which are beyond the control of Windimurra and its Directors. Windimurra's ability to raise additional capital may be affected.

(d) Inability to meet debt obligations

Windimurra has external debt obligations that need to be met. There is a risk that Windimurra and its subsidiaries may be unable to meet their obligations to repay the external debt obligations and may also be unable to comply with other terms and conditions of these facilities, in which case Windimurra and its subsidiaries may need to realise the assets secured by these facilities other than in the ordinary course of business and at amounts different to those stated in its financial statements.

(e) Retention of key employees

Windimurra's performance is substantially dependent on its senior management and key technical personnel to continue to develop and manage the Project. The loss of key management could have a material adverse effect on the business and consequently on the Company’s financial performance.

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(f) Funding

Windimurra believes, following the Entitlement Issue, it will have sufficient funds to meet its current Project development requirements. There can be no assurance that should Windimurra require additional capital for any unforseen future development or strategy after the Entitlement Issue, it will be able to raise such capital on favourable terms, or at all. If Windimurra is unable to obtain such additional capital, it may not be able to execute its strategy.

5.2 Risks associated in an investment in Windimurra

(a) A decline in Vanadium prices

Vanadium prices like those for many other commodities have been and may remain volatile. A substantial or extended decline in the prices that Windimurra receives for its vanadium could have a material adverse effect on operating cash flows required to meet operating costs and to satisfy its loan obligations. Global demand for steel led by increased Chinese demand has in recent periods, resulted in higher vanadium prices. However, if Chinese economic growth slows, or the demand for vanadium otherwise falls, it could result in lower prices and demand growth for vanadium. This may have a material adverse effect on financial performance of the Company.

(b) Risk of cost overruns

Windimurra has not engaged a contractor to redevelop the Project on a fixedprice, turn key basis. Windimurra’s contracting strategy is to engage competent contractors separately. There is no assurance that actual redevelopment costs will be within budget. If one or more of the material contractors fail to perform their key duties there is a risk that this will adversely affect the capital costs and schedule of the Project.

(c) Delay in Windimurra Plant construction and commissioning

There are no assurances that Windimurra will develop the Windimurra Plant on schedule. To date, only preliminary construction and development work has been completed. If construction or commissioning of the Windimurra Plant is delayed, it is likely that there will be corresponding delays in the commencement of vanadium production that could adversely affect Windimurra’s cashflows and financial performance.

(d) Production risk

Typical of all mineral beneficiation plants, production volume is dependent on the Windimurra Plant throughput rates, equipment utilization rates and mineral recovery efficiencies. The Project has operated previously and between 2000 and 2003 produced approximately 29 million pounds of high quality vanadium pentoxide product. The Company intends to use its knowledge of the experience gained from this operating period, as well as information gained from further metallurgical test work to ensure that a robust plant design has been achieved and to mitigate against any failure to meet production performance targets. However, any failure to meet specific design criteria or expected throughput rates may reduce the quantity of vanadium product available for sale which in turn may have a material adverse effect on financial performance of the Company.

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(e) New vanadium projects

There are other vanadium projects around the world and in Australia at various stages of exploration and/or development. If any of these projects proceed and produce vanadium successfully, the supply of vanadium will increase. In the absence of a corresponding increase in vanadium demand, vanadium prices are likely to decline. Additionally, Windimurra faces competition from existing vanadium producers. Accordingly the price that Windimurra would receive for its vanadium would decline and this may have a material adverse effect on financial performance of the Project and the Company.

(f) Exposure to exchange rates

The earnings and cash flow of the Company are influenced by movements in exchange rates of the U.S. dollar against the Australian dollar. Although U.S. dollar denominated revenue from vanadium sales will provide a natural exchange rate hedge against U.S. denominated loan obligations. A significant portion of the operating expenses of Windimurra will be incurred in Australian dollars. Accordingly, appreciation of the Australian dollar against the U.S. dollar, without offsetting improvement in U.S. dollar denominated vanadium prices, could adversely affect profitability and the Company’s financial position. Windimurra has investigated an extensive range of foreign exchange hedging strategies to mitigate foreign exchange rate risk for the Project. Based on this analysis it is proposing to purchase A$ call options for 75% of its A$ operating costs to December 2011 thereby capping the majority of its exposure at a maximum of approximately A$0.86. This will be paid for in part by selling put options but an amount of A$11 million spread over the next four years has additionally been allowed for in the Project’s funding requirements.

(g) Key supply, off-take and construction contracts

Key supply, off-take and construction contracts include conditions precedent that funding is completed by 15 January 2008 including the Santos gas supply agreement, the Dampier Bunbury Natural Gas Pipeline gas transport agreement and the Mineral Resources Limited service agreement to build, own and operate the beneficiation plant. The Vanadium Sales and Marketing Agreement funding condition precedent has been extended to 31 December 2008. In the case of the Santos gas supply agreement and the Dampier Bunbury Natural Gas Pipeline gas transport agreement the Company is required to provide evidence to the reasonable satisfaction of each supplier that all documentation (including related security documentation) in respect of the debt financing for the Project has been executed and that all conditions precedent to the drawdown of loans under the Senior Secured Syndicated Term Loan documentation have been satisfied. While all debt financing documentation has been executed, it is possible that a supplier could form the view that all conditions precedent had not been met and seek to challenge the enforceability of a supply contract. While the Company would seek legal remedy if this was to occur, nonetheless this remains a risk to the efficient and economic development of the Project because if the suppliers form a different view and seek to terminate these agreements, there is a risk that Windimurra may not be able to obtain agreements with alternative suppliers on similar terms or similar pricing.

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(h) Allegations by Xstrata

Windimurra’s former joint venture partner, Xstrata (Schweiz) AG made public statements in February 2007 to the effect that in 2005 it was coerced into settling legal proceedings by Windimurra as a result of alleged improprieties involving a State of Western Australia legislative committee report from 2004 regarding Xstrata’s decision to close and dismantle the Windimurra mine in that year. Xstrata has made statements to the media that it is looking at the potential implications of those allegations with respect to the settlement with Windimurra and potential legal actions. No further public comments have been made on the matter by Xstrata since its initial comments at the beginning of 2007 and it has not taken any legal action to date. The Company denies that any factual or legal basis exist for such a claim and notes that no formal notification of a claim has ever been received by the Company from Xstrata.

(i) Costs of production susceptible to market forces

Approximately 56% of overall operating costs are expected to be the cost of natural gas used as a fuel to operate the power plant and to heat the rotary kiln (23%), contract beneficiation constitutes (22%) and Soda Ash (11%). Each of these costs is contracted with cost variation adjusted by CPI only. However, in the long term when contracts are renegotiated these input costs will be susceptible to market forces which may be different from the market forces that determine the prices received for the Company’s products. An increase in costs as a result of market forces or for other reasons that is not off-set by a corresponding increase in the price received for the Company’s products is likely to have an adverse effect on the financial performance of the Company. Currently, approximately 44% of costs are not contracted and thus subject to market forces.

(j) Significant reliance for sales and marketing on Noble Group Limited

The Company has entered into the Vanadium Sales and Marketing Agreement with Noble Resources Limited (guaranteed by Noble Group Limited). Any financial hardship faced by Noble Group Limited or deterioration in relationship with Noble Group may have an adverse effect on the financial performance of the Company.

(k) Shortage of skilled labour

Australia and Western Australia has experienced a shortage of skilled labour primarily in the short term labour market, principally due to the number of new resource, industrial and infrastructure projects currently being developed. This has resulted in upward pressure on labour costs. There is no guarantee that Windimurra will be able to attract and retain the necessary skilled labour required to operate the Project at the cost of labour currently anticipated. If the necessary skilled labour cannot be sourced, the Project development timetables may be overrun or operating costs may increase. This may have a material adverse effect on financial performance of the Company.

5.3 Transaction specific risks

Price of Windimurra Shares

Under the Offer Windimurra will issue a significant number of New Shares. Some existing Shareholders may not intend to continue to hold their Windimurra Shares and may wish to sell them. There is a risk that if a significant number of existing

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Shareholders seek to sell their Windimurra Shares, this may adversely impact the price of Windimurra Shares.

6 Tax considerations

The tax consequences for Shareholders acquiring the New Shares offered under this Prospectus will vary depending on the individual circumstances of the Shareholder.

Accordingly, Shareholders should seek independent tax advice in relation to their individual tax position before deciding whether or not to participate in the Entitlement Issue. Neither the Company nor any of its officers, employees, agents and advisors accept any liability or responsibility in respect of the taxation consequences connected with participation in the Entitlement Issue.

7 Other information

7.1 Rights and liabilities attaching to the New Shares

There is only one class of shares currently on issue in the Company, being fully paid ordinary shares. The New Shares will rank equally with Existing Shares in all respects.

The rights attaching to the New Shares are:

• set out in the Constitution of the Company; and

• in certain circumstances, regulated by the Corporations Act, the Listing Rules and the general law.

The principal rights, liabilities and obligations of the Shareholders are summarised below.

(a) Voting

At a general meeting, every member present in person or by proxy, attorney or representative has one vote on a show of hands and one vote on a poll for each fully paid share held. Voting at any meeting of Shareholders is by a show of hands unless a poll is demanded. A poll may be demanded on any resolution except those concerning the election of a chairperson of that meeting or the adjournment of that meeting. A poll may be demanded by at least 5 shareholders entitled to vote on the resolution, shareholders with at least 5 per cent of the votes that may be cast on the resolution of the poll, or the chairperson. The chairperson has a casting vote on a show of hands or on a poll.

(b) Dividends

Subject to the Corporations Act, the ASX listing rules and any rights or restrictions attached to any class of shares, the Company may pay dividends, whether an interim or final dividend, as the Directors may resolve, but only out of the profits of the Company. No shares with special dividend rights are currently on issue.

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(c) Issue of further Shares

Subject to the Corporations Act, the ASTC Operating Rules and any rights or restrictions attached to any class of shares, the Company may issue shares and grant options over unissued shares on any terms, at any time and for any considerations, as the Directors’ resolve.

(d) Variation of class rights

Subject to the Corporations Act, the Listing Rules, the ASTC Operating Rules and the terms of issue of a particular class of shares, the Company can vary or cancel rights attached to a shares in that class, or convert shares from one class to another, by a special resolution of the Company and with the sanction of a special resolution passed at a meeting of the holders of the shares of that class or with the written consent of shareholders with at least 75% of the votes in that class. A quorum in the context of such meetings is constituted by two people who together hold or represent at least one third of the issued shares of the class.

(e) Transfer of Shares

Subject to the Constitution of the Company, Shareholders may transfer shares by a written transfer instrument in the usual form or by an ASTC transfer. The Directors may refuse to register a transfer of shares (other than a Proper ASTC transfer) in circumstances permitted by the Corporations Act, the ASX listing rules, ASX or ASTC Operating Rules. The Company must comply with the ASX listing rules and the ASTC operating rules in relation to all matters covered by those rules concerning the transfer of any shares or other listed securities issued by the Company.

(f) General meeting and notices

Subject to the Corporations Act and the Constitution of the Company, each Shareholder is entitled to receive notice of and attend general meetings of the Company.

(g) Winding up

Subject to the Corporations Act, the Listing Rules and any rights or restrictions attached to a class of shares, on a winding up of the Company any surplus must be divided among the Shareholders in proportion which the amount paid on the shares of a Shareholder bears to the total amount paid and payable on the shares of all Shareholders.

(h) Directors – Appointment & Removal

The minimum number of Directors is three and the maximum is ten. The Company can, by resolution, increase or reduce the number of directors. A person may be appointed as a Director by the Directors or by Shareholders at a general meeting of the Company by ordinary resolution. Retirement will occur on a rotational basis so that one third of the Directors retire at the annual general meeting of the Company. If there are less than three Directors, then one Director must retire at the annual general meeting of the Company. A Director may also, with the approval of a majority of other Directors, appoint a person to be an alternate Director in his or her place during such period as he or thinks fit.

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(i) Directors – Voting

Subject to the Constitution of the Company, questions arising at a meeting of Directors will be decided by a majority of votes of the Directors present at the meeting and entitled to vote on the matter. An alternate Director present at any meeting of Directors has one vote for each Director for which he is an alternate Director and if he is also a Director has one vote as a Director. In the case of a tied vote, the chairperson of the meeting, has a second or casting vote. Subject to the Corporations Act, a quorum for any meeting of Directors is two or such greater number as is determined by the Directors from time to time.

(j) Officers’ indemnity

To the extent permitted by law, the Company must indemnify each person who is or has been a director or secretary of the Company against:

• any liability incurred by that person as an officer of the Company or its controlled entities; and

• legal costs incurred by that person in defending an action in respect of such a liability.

(k) Amendment

The Constitution may be amended only by a special resolution passed by at least three quarters of the votes cast by Shareholders entitled to vote on the resolution. At least 28 days written notice specifying the intention to propose the resolution must be given.

7.2 Underwriting Agreement

Euroz Securities Limited ( Euroz ) have been appointed to act as Underwriter to the Issue. Pursuant to an Underwriting Agreement dated 4 January 2008 between the Company and Euroz, Euroz have agreed to fully underwrite the Entitlement Issue. Euroz has entered into a sub-underwriting agreement with Territory Resources Limited to fully sub-underwrite the Offer. Further details of the Subunderwriting and the potential effect of the Sub-underwriting on the voting power and control of the Company are contained in section 4.3 of this Prospectus.

Windimurra has agreed to pay the Underwriter an underwriting fees of 3% of the underwritten amount ( Underwriting Fee ) which equates to approximately $1.64 million. Windimurra has also agreed to reimburse the Underwriter’s costs and expenses in connection with the issue.

In addition, Windimurra has agreed to indemnify and keep indemnified the Underwriter against and in relation to, all the Underwriter’s reasonable costs and expenses relating to the Entitlement Issue to a cap of $15,000.

In addition, if Windimurra does not proceed with the Offer or terminates the Underwriting Agreement without cause or in bad faith, or the Underwriter terminates the Underwriting Agreement under an event of termination but excluding where the Underwriter fails to perform its obligations under the Underwriting Agreement, Windimurra has undertaken to pay the Underwriter 50% of the underwriting fee that would otherwise have been payable.

If any of the following termination events occurs before the Closing Date of the Entitlement Issue, the Underwriter may at any time before the issue of all of the Shortfall Shares terminate the Underwriting Agreement:

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• (a) ( Debt Funding ): the Senior Secured Syndicated Term Loan is withdrawn or is no longer available for draw down by the Company;

• (b) ( Indices fall ): the S&P ASX 200 Index falls by 10% or more from its level as at the close of business on 3 January 2008;

• (c) ( Prospectus ): the Offer is withdrawn by the Company;

• (d) ( No Quotation Approval ): the Company fails to lodge an Appendix 3B in relation to the New Shares with ASX within 7 days of the date of this Prospectus;

• (e) ( Supplementary prospectus ): when required, the Company does not lodge a supplementary prospectus or lodges a supplementary prospectus without the Underwriter’s approval;

• (f) ( Non-compliance with disclosure requirements ): this Prospectus does not contain all regulatory required information;

• (g) ( Misleading Prospectus ): there is a statement in this Prospectus that is misleading or deceptive or likely to mislead or deceive, or that there is an omission from this Prospectus;

• (h) ( Restriction on allotment ): the Company is prevented from allotting the New Shares within the time required by the Underwriting Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi-governmental agency or authority;

• (i) ( Withdrawal of consent to Prospectus ): any person (other than the Underwriter) who has previously consented to the inclusion of its, his or her name in the Prospectus or to be named in the Prospectus, withdraws that consent;

• (j) ( ASIC application ): an order is made under Section 1324B or any other provision of the Corporations Act in relation to this Prospectus;

• (k) ( ASIC hearing ): ASIC makes a final stop order in relation to this Prospectus under Section 739 of the Corporations Act;

• (l) ( Takeovers Panel ): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act, which in the Underwriter’s reasonable opinion is likely to result in the S&P ASX 200 Index falling by 10% or more, which will have a material adverse affect on the Offer or Windimurra or the sell price of New Shares on the ASX is less than 15% of the Offer Price or could give rise to a material liability of the Underwriter under the Corporations Act ( Material Adverse Effect );

• (m) ( Hostilities ): there is an outbreak of hostilities or a material escalation of hostilities involving one or more of Australia, New Zealand, Indonesia, Japan, Russia, the United Kingdom, the United States of America, India, Pakistan, or the Peoples Republic of China or any member of the European Union and the Underwriter believes (on reasonable grounds) that the outbreak or escalation is likely to have a Material Adverse Effect;

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• (n) ( Authorisation ): any authorisation which is material to anything referred to in this Prospectus is repealed, revoked or terminated or expires, or is modified or amended in a manner unacceptable to the Underwriter acting reasonably;

• (o) ( Indictable offence ): a Director or senior manager of the Company or any of its subsidiaries is charged with an indictable offence;

• (p) ( FIRB Approvals ): prior to the Closing Date, Territory Resources Limited is not successful in obtaining approval from FIRB to subscribe for the Shortfall Shares in accordance with the terms of its sub-underwriting agreement entered into with the Underwriter;

• (q) ( Termination Events ): subject to the Underwriter determining in its reasonable opinion that the occurrence of the following events is likely to have a Material Adverse Effect,, any of the following events occurs:

• (i) ( Default ): default or breach by the Company under the Underwriting Agreement;

• (ii) ( Incorrect or untrue representation ): any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect;

• (iii) ( Contravention of constitution or Act ): a contravention by the Company or any of its subsidiaries of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX;

• (iv) ( Adverse change ): an event occurs which is likely to have a Material Adverse Effect;

• (v) ( Error in due diligence results ): it transpires that any of the due diligence results or any part of the verification material was materially false, misleading or deceptive or that there was a material omission from them;

• (vi) ( Significant change ): a "new circumstance" as referred to in Section 719(1) of the Corporations Act arises that is materially adverse from the point of view of an investor;

• (vii) ( Public statements ): without the prior approval of the Underwriter a public statement is made by the Company in relation to the Underwriting Offer or the Prospectus;

• (viii) ( Misleading information ): any information supplied at any time by the Company to the Underwriter is or becomes misleading or deceptive or likely to mislead or deceive;

• (ix) ( Official Quotation qualified ): the official quotation is qualified or conditional other than as set out in the Underwriting Agreement;

• (x) ( Change in Act or policy ): there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal

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to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy;

• (xi) ( Prescribed Occurrence ): a prescribed occurrence, as contemplated- in the Underwriting Agreement occurs, other than as disclosed in this Prospectus;

• (xii) ( Suspension of debt payments ): the Company suspends payment of its debts generally;

• (xiii) ( Event of Insolvency ): an event of insolvency, as defined in the Underwriting Agreement occurs in respect of the Company or any of its subsidiaries;

• (xiv) ( Judgment against a Relevant Company ): a judgment in an amount exceeding $500,000.00 is obtained against the Company or any of its subsidiaries and is not set aside or satisfied within 7 days;

• (xv) ( Litigation ): litigation, arbitration, administrative or industrial proceedings are after the date of this Agreement commenced against the Company or any subsidiary, other than any claims foreshadowed in this Prospectus;

• (xvi) ( Board and senior management composition ): there is a change in the composition of the Board of the Company or a change in the senior management of the Company before the date of issue of the Shortfall Shares without the prior written consent of the Underwriter (such consent not to be unreasonably withheld);

• (xvii) ( Change in shareholdings ): there is a material change in the major or controlling shareholdings of the Company or any subsidiary (other than as a result of the Entitlement Issue, a matter disclosed in the Prospectus) or a takeover offer or scheme of arrangement pursuant to Chapter 5 or 6 of the Corporations Act is publicly announced in relation to the Company or any subsidiary;

• (xviii) ( Timetable ): there is a delay in any specified date in the Offer timetable which is greater than 5 Business Days;

• (xix) ( Force Majeure ): a force majeure affecting the Company's business or any obligation under the Underwriting Agreement lasting in excess of 7 days occurs;

• (xx) ( Certain resolutions passed ): the Company or any subsidiary passes or takes any steps to pass a resolution under Section 254N, Section 257A or Section 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of the Underwriter;

• (xxi) ( Capital Structure ): the Company or any subsidiary alters its capital structure in any manner not contemplated by this Prospectus;

• (xxii) ( Breach of Material Contracts ): any of the Company’s material agreements are terminated or substantially modified; or

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• (xxiii) ( Market Conditions ): a suspension or material limitation in trading generally on ASX occurs or any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America or other international financial markets.

7.3 Interests of Directors, advisers and promoters

(a) Directors and promoters

Other than as set out in Section 7.4, no Director or promoter of Windimurra (or entity in which they are a partner or director) has, or has had in the two years before the date of this Prospectus, any interests in:

• the formation or promotion of Windimurra;

• property acquired or proposed to be acquired by Windimurra in connection with its formation, its promotion or the Offer; or

• the New Shares to be issued under the Offer; and

no amounts have been paid or agreed to be paid and no value or other benefit has been given or agreed to be given to:

• any Director of Windimurra to induce him or her to become, or to qualify as, a Director of Windimurra; or

• any Director or promoter of Windimurra (or entity in which they are a partner or director) for services which he or she has provided in connection with the formation or promotion of Windimurra or the Offer.

(b) Advisers

No person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus holds, or held at any time during the last 2 years, any interest in:

• the formation or promotion of Windimurra;

• property acquired or proposed to be acquired by Windimurra in connection with its formation or promotion or the Offer of New Shares; or

• the New Shares to be issued under the Offer,

except as set out in Section 7.4 below.

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7.4 Disclosure of interests, fees and benefits received by certain persons

(a) Directors

Directors or their related entities have the following interests in Shares or Options in Windimurra as at the date of this Prospectus:

Director	Shares	Options
Michael Kiernan	NIL	500,000
Iain Scott	5,000	NIL
Earl of Warwick	6,078,331*	NIL
Ricardo Leiman	NIL	NIL
Wolf Martinick	NIL	NIL
Andrew Simpson	NIL	NIL
Garry Korte	NIL	NIL

• The Earl of Warwick has notified the Company of his intention to dispose of 5,000,000 of these Shares to a third party in February 2008.

Windimurra’s Constitution provides that, subject to the Corporations Act and the ASX listing rules, the Company may pay to the Directors remuneration for services, the amount of which is determined by the Company in general meeting or, until so determined, as the Directors resolve. The maximum aggregate of Directors’ fees payable in a year is fixed by Windimurra in general meeting and is currently set at $280,000.

The level of Directors’ fees is reviewed annually by the Board and takes into consideration additional time required for involvement in various committees.

Directors may be paid all travelling and other expenses properly incurred in consequence of their attendance at meetings of Directors, general meetings of the Company or meetings of any committee of the Directors and otherwise in connection with the business of the Company.

Noble Resources Limited ( Noble ) owns 10% of Midwest Vanadium Pty Ltd. The remaining 90% is owned by Windimurra. Windimurra has entered into the Vanadium Sales and Marketing Agreement with Noble whereby Noble has agreed to purchase 100% of the Vanadium Mine’s production for the life of the Vanadium Mine at market price, with a guaranteed floor price for the first seven years of no less than the cash cost of production. Noble has the right under the Vanadium Sales and Marketing Agreement to appoint two nominees to the Board. Michael Kiernan and Ricardo Leiman are the Noble nominees to the Board. Mr Leiman is an executive of the Noble group. In addition, as set out in section 4.2, Noble has the right to receive from the Company (at Noble’s option) 3,728,549 shares in the Company pursuant to the Vanadium Sales and Marketing Agreement with Noble.

Windimurra’s Chairman, Michael Kiernan, is also the Chairman of Mineral Resources Limited. Windimurra has entered into a contract with Mineral Resources Limited for the latter to build, own and operate the Project’s beneficiation plant. Mr Kiernan did not vote on the decision by the Board to enter into this arrangement with Mineral Resources Limited.

Territory is owned 27.52% by Crawley Resources Limited. Crawley Resources Limited is owned 70% by Noble and 30% by Crawley Investments Pty Ltd.

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Crawley Investments Pty Ltd is 100% owned by Michael Kiernan and his associates. Michael Kiernan and Andrew Simpson are directors of Territory and Crawley Resources Limited. Territory, as sub-underwriter, will receive a fee of 1% of the sub-underwritten amount which is included in the fees paid by the Company to the Underwriter. Further details of the Sub-underwriting and the potential effect of the Sub-underwriting on the voting power and control of the Company are contained in section 4.3 of this Prospectus. Michael Kiernan did not vote on the decision by the Board in relation to the pricing of the Entitlement Issue.

(b) Underwriter

Euroz Securities Limited , the Underwriter to the Entitlement Issue, will receive fees as set out in Section 7.2.

7.5 Consents

A written consent has been given, and at the date of this Prospectus not withdrawn, by:

• (a) Euroz Securities Limited to be named in the Prospectus and any electronic version of the Prospectus as the Underwriter in relation to the Offer in the form and context in which it is named.

• (b) Territory Resources Limited to be named in the Prospectus and any electronic version of the Prospectus as sub-underwriter in relation to the Offer in the form and context in which it is named and to the inclusion of the statements made by the Company in section 4.3 of this Prospectus in relation to Territory, in the form and context in which they are so included. The statements made by the Company in section 4.3 of this Prospectus relating to Territory’s intentions for the Company, are based on statements made by Territory.

• (c) Computershare Investor Services Pty Limited to be named in the Prospectus and any electronic version of the Prospectus as the share registry for Windimurra in the form and context in which it is named.

• (d) Euroz Securities Limited, Territory Resources Limited and Computershare Investor Services Pty Limited jointly and severally:

• do not make this Offer;

• have not authorised or caused the issue of this Prospectus and any electronic version of the Prospectus;

• do not make, or purport to make, any statement in this Prospectus and any electronic version of the Prospectus, nor is any statement based upon a statement made by a party listed above other than as specified above; and

• to the maximum extent permitted by law, expressly disclaim and take no responsibility for any statements in or omissions from this Prospectus and any electronic version of the Prospectus other than the respective references to their names or as otherwise specified above.

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7.6 Litigation

The Company is not currently involved in any litigation which the Directors believe has or is likely to have a material adverse effect on its business or its business operations. Except as disclosed in this Prospectus, the Directors are not aware of any circumstances that might reasonably be expected to give rise to any such litigation.

7.7 Regular reporting and disclosure requirements

Windimurra is a “disclosing entity” for the purposes of Part 1.2A of the Corporations Act. As a disclosing entity, Windimurra is subject to regular reporting and disclosure obligations. Broadly, these obligations require:

• the preparation of both yearly and half yearly financial statements, a report on the operations of Windimurra during the relevant accounting period together with an audit or review report thereon by Windimurra’s auditor; and

• immediately notifying ASX of any information concerning Windimurra which it becomes aware of and which a reasonable person would expect to have a material effect on the price or value of the Shares, subject to certain exceptions.

Copies of documents lodged with ASIC in relation to Windimurra may be obtained from, or inspected at, an office of ASIC.

Windimurra will provide a copy of each of the following documents, free of charge, to any person who asks for it during the period from the date of issue of this Prospectus until the Closing Date:

• Windimurra’s annual report for the year ended 30 June 2007 (being Windimurra’s most recent annual report lodged with ASIC before the date of this Prospectus);

• Windimurra’s half-yearly financial report for the six months ended 31 December 2006 ; and

• any continuous disclosure notices given by Windimurra after the lodgement of the annual financial report referred to above with ASX and before the lodgement of the copy of this Prospectus with ASIC. These continuous disclosure notices are as follows:

14/01/2008 Windimurra Secures US$127.5M Debt Funding

04/01/2008 TTY: Sub-underwriting of WVL Entitlement Offer

04/01/2008 Project Update

04/01/2008 Director’s Appointment/Resignation

03/01/2008 Change in substantial holding

02/01/2008 Director’s Appointment/Resignation

27/12/2007 Change in substantial holding

27/12/2007 Change of Director`s Interest Notice

20/12/2007 Project Update

19/12/2007 Windimurra Vanadium Name Change Complete

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11/12/2007 Change of Directors Interest Notice 10/12/2007 Change of Directors Interest Notice 07/12/2007 Change of Directors Interest Notice 07/12/2007 Change of Directors Interest Notice 06/12/2007 Change in substantial holding 29/11/2007 Appendix 3B 26/11/2007 Results of Meeting 26/11/2007 Post Annual General Meeting Presentation - 26/11/2007 Chairman`s Address to Shareholders 20/11/2007 Letter to Shareholders 16/11/2007 Becoming a substantial holder from MQG 07/11/2007 Windimurra Appoints Key Executive 02/11/2007 Presentation Delivered to Brisbane Mining Conference 31/10/2007 Quarterly Cashflow Report 29/10/2007 Activities Report - Quarter Ended 30 September 2007 29/10/2007 Windimurra Secures Gas Supply 2 26/10/2007 Appendix 3B 26/10/2007 Notice of Annual General Meeting/Proxy Form

26/10/2007 Windimurra Receives Environmental Approvals

All requests for copies of the above documents should be addressed to the Company Secretary, Windimurra Vanadium Limited, Level 4, 76 Kings Park Road, West Perth, Western Australia, 6005. The above information may also be obtained from Windimurra’s website at www.windimurra.com.au or the ASX website at www.asx.com.au. Windimurra’s ASX code is WVL.

7.8 Privacy notification

By filling out the Entitlement and Acceptance Form to apply for New Shares or paying your Application Monies by BPay®, you are providing personal information to the Company.

The Privacy Act 1988 (Cth) regulates the way the Company collects, uses, disposes, keeps secure and gives people access to their personal information.

The Company is committed to respecting the privacy of your personal information.

Windimurra collects, holds and uses that personal information in order to process your application, and if the Offer becomes unconditional, to administer your shareholding in Windimurra, including:

• the Company setting up and maintaining a register of Shareholders in accordance with the Corporations Act;

• the Company paying dividends to you;

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• the Company communicating with you, such as sending you annual reports, notices of meetings and any other document which the Company wishes to send to you as a Windimurra Shareholder;

• the Company carrying out general administration including monitoring, auditing, evaluating, modelling data, dealing with complaints and answering queries; and

• the Company complying with its legal and regulatory obligations.

If you do not provide the information requested in the Entitlement and Acceptance Form, the Company may not be able to process or accept your application for New Shares.

Your personal information may also be used from time to time to inform you about other Windimurra Group products and or services which it is considered may be of interest to you.

Your personal information may also be provided to other Windimurra Group companies on the basis that they deal with such information in accordance with the Company's privacy policy .

Your personal information may be provided to the Company’s agents or service providers on the basis that they deal with such information in accordance with the Company's privacy policy.

The types of agents and service providers that may be provided with your personal information and the circumstances in which your personal information may be disclosed are:

• the share registry service provider for ongoing administration of the share register. The share registry is contracted by the Company to maintain the register;

• printers and mail houses for the purposes of preparation and distribution of documents to you and for handling mail;

• professional service providers such as lawyers, accountants, auditors, consultants, and other professional advisers for the purpose of administering, and advising on, the New Shares and for any associated actions; and

• other companies where the Company believes it is more efficient to outsource services or functions to those companies;

Your personal information may be provided to certain third parties. The types of third parties that may be provided with your personal information, and the circumstances in which your personal information may be disclosed, are:

• your financial adviser or broker (other than your tax file number information) in connection with services provided to you by your adviser or broker;

• government, regulatory authorities or other people when permitted or required by law, such as ASIC or people inspecting the share register in accordance with the Corporations Act;

• the ASX; and

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• in certain circumstances and with safeguards to respect your privacy, potential or actual purchasers of an interest in the Company or the Company's business or any part thereof.

You have the right to gain access to your personal information held by, or on behalf of, the Company, subject to certain exemptions under the law. A reasonable charge for providing access to personal information may be charged for providing access to personal information. You can request access to your personal information by telephoning or writing to the Company Secretary as follows:

Address: PO Box 620, West Perth, Western Australia, 6872 Telephone: (08) 9423 1900 Facsimile: (08) 9423 1999

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8 Definitions and interpretation

8.1 Definitions

In this Prospectus and in the Entitlement and Acceptance Form, unless the context otherwise requires:

Additional Shares has the meaning given to that term in Section 1.3;

Additional Share Application has the meaning given to that term in Section 1.3;

Additional Share Facility the facility described in Section 1.3;

Application Monies means application monies for New Shares received by the Company.

ASIC means Australian Securities and Investments Commission;

ASTC means ASX Settlement and Transfer Corporation Pty Ltd (ABN 49 008 504 532);

ASTC Operating Rules means the operating rules of ASTC from time to time;

ASX means ASX Limited (ABN 98 008 624 691);

A$ or $ means Australian dollars;

Board means the board of Directors of the Company;

CHESS means the Clearing House Electronic Sub-Register System operated by ASX Settlement and Transfer Corporation Pty Limited (ABN 49 008 504 532);

Closing Date means 15 February 2008, unless extended;

Constitution means the constitution of the Company as modified from time to time;

Corporations Act means the Corporations Act 2001 (Cth);

CPI means the Consumer Price Index (All Groups) published by the Australian Bureau of Statistics from time to time for Perth, Western Australia;

Director means a director of the Company;

Due Diligence Committee means the committee established by the Company to coordinate and implement the Due Diligence Program;

Due Diligence Program means the legal, accounting, commercial and other investigations of the assets and affairs of the Company and its subsidiaries implemented by the Due Diligence Committee for the purpose of preparing and verifying this Prospectus and ensuring that this Prospectus complies with the Corporations Act;

Due Diligence Results means the results of the investigations which make up the Due Diligence Program, as comprised by the report of the Due Diligence Committee and all supporting reports, documents and work papers to which the Due Diligence Program relates;

Eligible Shareholders has the meaning given to that term in Section 1.3;

Entitlement means the right to subscribe for New Shares pursuant to this Prospectus;

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Entitlement and Acceptance Form means the entitlement and acceptance form accompanying this Prospectus;

Excluded Shareholders means Shareholders who are registered as holders of Shares but who do not have a registered address in Australia;

Existing Shares means Shares on issue on the Record Date;

Final Allocation has the meaning given to that term in Section 1.3;

FIRB means the Foreign Investment and Review Board;

Initial Allocation has the meaning given to that term in Section 1.3;

Issue or Entitlement Issue means the issue by way of entitlement to New Shares pursuant to this Prospectus;

JORC means the Australasian Joint Ore Reserves Committee;

New Shares means fully paid ordinary shares in Windimurra issued pursuant to this Prospectus;

Noble means Noble Resources Limited ACN 120 658 497;

Offer means the offer of New Shares contained in this Prospectus;

Project means the redevelopment, improvement, reopening and operation of the Windimurra mine and its associated ore processing and related facilities which are owned by Midwest Vanadium Pty Ltd;

Prospectus means this prospectus dated 18 January 2008 and any document which the prospectus incorporates by reference in accordance with section 712 of the Corporations Act;

Proper ASTC Transfer has the meaning given by the Corporations Regulations 2001 (Cth);

Record Date means, in relation to an entitlement to New Shares, 3.00 pm (WDST) on 29 January 2008;

Second Allocation has the meaning given to that term in Section 1.3;

Section means a section of this Prospectus;

Senior Secured Syndicated Term Loan means the senior syndicated facility agreement and the subscription agreement for the Project arranged by Merrill Lynch;

Shareholders means holders of Shares;

Shares means fully paid ordinary shares in the Company;

Share Registry means Computershare Investor Services Pty Limited (ACN 078 279 277);

Shortfall means those New Shares not applied for by Shareholders under their Entitlement or applied for, and allocated, under the Additional Share Facility, which will be taken up by the Underwriter;

Shortfall Shares means those New Shares comprising the Shortfall;

Sub-underwriting means the sub-underwriting of the Entitlement Issue by Territory;

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Territory means Territory Resources Limited (ACN 100 552 118);

Vanadium Sales and Marketing Agreement means the vanadium sales and marketing agreement entered into by the Company, Noble Resources Limited and Noble Group Limited dated 28 July 2006;

Underwriter or Euroz means Euroz Securities Limited (ACN 089 314 983);

Underwriting Agreement means the agreement entered into between Windimurra and the Underwriter, dated 4 January 2008;

US$ means United States dollars;

Windimurra or the Company means Windimurra Vanadium Limited ABN 65 009 131 533;

Windimurra Group means Windimurra and its wholly owned subsidiaries;

Windimurra Plant means the ore processing and related facilities owned by MVPL situated on the Windimurra mine site;

Windimurra Shares or Shares means fully paid ordinary shares in Windimurra and all rights attaching to them; and

WDST means Australian Western Daylight Savings Time (being Greenwich Mean Time + 9 hours) .

8.2 Interpretation

In this Prospectus and in the Entitlement and Acceptance Form, unless the context otherwise requires:

• (a) words and phrases have the same meaning (if any) given to them in the Corporations Act;

• (b) words importing a gender include any gender;

• (c) words importing the singular include the plural and vice versa;

• (d) an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and vice versa;

• (e) a reference to a section, annexure and schedule is a reference to a section of and an annexure and schedule to this Prospectus as relevant;

• (f) a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances, or by-laws amending, consolidating or replacing it, whether passed by the same or another government agency with legal power to do so, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;

• (g) headings and holdings are for convenience only and do not affect the interpretation of this Prospectus;

• (h) a reference to time is a reference to time in Perth, Western Australia;

• (i) a reference to writing includes e-mail and facsimile transmissions; and

• (j) a reference to dollars, $, A$, cents, ¢ and currency is a reference to the lawful currency of the Commonwealth of Australia.

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9 Authorisation

This Prospectus is authorised by each Director of Windimurra and signed by Iain Scott pursuant to consent under sections 351 and 720 of the Corporations Act.

Dated:

Signed for and on behalf of Windimurra

==> picture [82 x 46] intentionally omitted <==

________ Dr Iain Scott Managing Director

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WINDIMURRA CORPORATE DIRECTORY

DIRECTORS

Michael Kiernan (Chairman) Dr Iain Scott (Managing Director) Garry Korte (Finance Director) Andrew Simpson (Non-Executive Director) The Earl of Warwick (Non-Executive Director) Ricardo Leiman (Non-Executive Director) Dr Wolf Martinick (Non-Executive Director)

COMPANY SECRETARY

Matthew Lilly

REGISTERED OFFICE

Windimurra Vanadium Limited Level 4, 76 Kings Park Road West Perth, WA 6005 Telephone (08) 9423 1900 Fax (08) 9423 1999

SHARE REGISTRY

Computershare Investor Services Pty Limited Level 2, 45 St Georges Terrace Perth WA 6000 Telephone (08) 9323 2000 Fax (08) 9323 2033

INTERNET ADDRESS:

www.windimurra.com.au

ASX CODE: WVL

UNDERWRITER

Euroz Securities Limited Level 14, The Quadrant 1 William Street, Perth WA 6000 Telephone (08) 9488 1400 Fax (08) 9488 1477

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