TITANIUM SANDS LIMITED — Major Shareholding Notification 2005

May 3, 2005

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	PRECIOUS METALS AUSTRALIA LIMITED
ACN/ARSN	009 131 533
1. Details of substantial holder (1)
Name	EARL OF WARWICK
ACN/ARSN (if applicable).	N/A
There was a change in the interests of the substantial holder on		27/04/2005
The previous notice was given to the company on		19/01/2005
The previous notice was dated		19/01/2005

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or
an associate (2) had a relevant interest (3) in when fast required, and when now r

MAMAMA LA A L II - AN I LA de est est en a Class of securities (4) ********	Previous notice		*** *** Present notice
,,,,,,,,,,,,,,,,,,,	Person's votes	Voting power (5)	Person's votes	Voting power (6)
Ordinary	10,948,188	27.68% .	10,948,188	24.048
سمعتمد	________

3. Changes in relevant Interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme, since the substantial holder was last required to give a substantial holding notice to the co

Date of chance	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change	Class and number of securities affecter	Person's yotes affected
27/04/2005	Tagora Pty Ľtd	Flacement
27/04/05	Hill Brow Invastments Ltd	Placement			*******
	________		,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of televant. interest	Registered holder of securities	Person entitled to be registered as holder 18)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Tagora	Tagora	Tagora	Ditector/ Shareholder	5.948.188	5,948,188
Hillbrow	Eillbrow	Hillbrow -1300000010-	Director/ Shareholder	5,000,000	_________ 5,000,000

5. Changes in association
The persons who have become associates (2) of wassed to be dascolates of, or have changed the data end their association (3) with the
substantial holder in relation to vitting interests in the company or scheme are as follows:
Name and ACN/ARSN (frapplicable) Native of association
就人地
6. Addresses.

Name	Acdiess.
Pacora			FO Sox 469, Clarement, Perth, NA 6910
$\frac{1}{2}$ er 11570s $-$			Po 20x 394 1 Correl Road, Sunte II Gibraltar

	Sionature

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		pintoane Harl of Warelex															Clicacach Director
																	date: 31/05/2005
		sign here Contained the State of State State

DIRECTIONS

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• (1) If there are a number of autotomial holders with similar or related relevant interests (eq. a corporation and its related corporations, or the management of the management of a graph of the management of a graph of pa
• (2) San the definition of "associate" in section 9 of the Corporazions Act 2001
• (3) See the definition of relevant memet, in sections 000 and 671B(7) of the Corporations Act 2001
• The voting shares of a company construit one class under alluder into superine classrs. $\left( 4\right)$ .
• The person's votes divided by the lotal votes in the body comprais or scheme multiplied by 100. $450%$
• include details of $\langle 6 \rangle$
• any relevant agreement or efter circumstances because of which the change in relevant interest occurred. If subsection 671B(A)
  applies, a copy of any concinent setting out the terms of any relevant agreement, and a stateme (a)
• any qualification of the power of sinerson to exercise, control the exercise of lor influence freesencise of the voling powers of $\left( 0\right)$ disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the quantication)
• See the definition of the evant agreement in section 3 of the Corporations Act 2007.
• (7) Octails of the consideration must include any and all herieflis, maney and other, that any person from whom a relevant interest was sorgared.
  This, of may accome entitled to receive in all and content of the file of mu
• (b) If the substantial holder is unable to determine the identity of the nervon leg. If the relevant interest arises because of an option) write Yunknown*
• (9) Give details, it appropriate, of the present association and any change in that association since the last autotamial holding notice.

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