TITANIUM SANDS LIMITED — Major Shareholding Notification 2005

Jan 23, 2005

24 January 2005

Company Announcements Officer Australian Stock Exchange Limited Level 8, Exchange Plaza 2 The Esplanade PERTH WA 6000

BY FAX

Dear Sirs

COMPANY ANNOUNCEMENTS

Please find enclosed Forms 604 for:

• The Earl of Warwick $\bullet$
• Roderick JH Smith $\bullet$

Yours faithfully

Ian Macpherson Company Secretary

604 - page 1/2 15 July 2001

×,

Form 604
----------	--

Carporations Act 2001 Section 671B

Notice of change of interests of substantial holder

In Company Name/Scheme PRECIOUS METALS AUSTRALIA LIMITED.

ACN/ARSN

$131.533$ 009

1. Details of substantial holder(1)

Name ACN/ARSN (if applicable)	EALL OF WARWICK! N JA
Thore was a change in the interests of the a nsranbal holder or	19/81/05 .

supsigning bolder or 06/01/04 The previous notice was given to the company on The previous notice was dated 06/01/04

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 last requirec, and when now r

------- Class of securities (4)	Previous notice	.	Present notice
	Person's votes	------ Veting power (5)	Person's votesi and the state of the company of the company of	Voting power (5)
ORDINAKY	9123490	$27.65$ %	11.948,188	27.65%
	.	---------------------------------------	.

3. Changes in relevant interests

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

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
$ I\mathbf{A} $ or $ 0\rangle$	TRGOLATTILTO	iss uk FIGHTS	ድኒኮ፣ ት 2ዓ		1.824.492 1.824.68
19002	TAGES MY LTD	SALE	175.00D		Sipoo, 600 Sipoo i 600
19 and of	IRILLEASH INVESTMENTS ITM LTA	PLACCHASE	175,000	Sede and	1000,000

4. Present relevent interests

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

Holder of ralevant interest	Registered holder of securitios	Parson entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Parson's votes
TAGORA	TIFL O RA	TALORA	pineroe shareworke 5,947, 188 5,942, 188
الموادان الرواك	WILL A AD IN	HIULO CON	OIRELTER (CHAREHOLDER) COD, ODD SIDD I OOD .

	5. Changes in association	The parsons who have become associates (2) of leased to be associated of, or have changed the netwo of their association (9) with, the substantial holder in retailon up via me.
	Interests in the campany or scheme are as follows:
	Maine and ACN/ARSN (in applicable)	Nature of essectation
	n Lib
	6. Addresses
	The addresses of persons named in this form are as for away
	Name	Address
	عهمهما	PO BOX 469, CURROMENT, PERMI WH GAID
	утурн	POBOK 894, I CODERN RD, SMITO 36, GIERRITAR
	Signature
	juan, ng Tio	і драсігу CHALLTOR. EARY AS HARN KK
	sign hero	$\langle \cdot \rangle$ $\langle \cdot \rangle$ one. $-C$ \prime
		DIRECTIONS
ΠÌ
		if there are a number of substantial holders with signifar or related relevant interests (eg. a compiration and its related corporations, or the managet and trustee of an county trust), the names could be included in an arrestme to the form. If the relevant interests of a group of persons are easentially time as, they may be referred to throughout the form as a specifically named group I the indimership of each group, with the names and aductions of members is clearly set out in paragraph staff or
	form.
t.	See the collimbian of "associate" in section 9 of the Corporations Act 2007.
ťΗ	See the definition of "relevent interest" in sections 608 and 671B(7) or the Corporations Act 2001
Ţ0	The valvegishares of a congeny constitute one class unress divided into separate a asses.
(S)	The person's votes divided by the total votes in the excity contents or scheme multiplied by 100.
倡	Include delain of
	ĮМ	ary relevant etgeoment or dulier climatistances because of which lise charge in relevant interest occurred. If subsequent SDB(4) equips, a copy of arty document setting out the terms of any relevent agreement, and a statement by the person group to liand accurate details of any contract scheme or
		an imperience must becompany this form, together with a written statement conflying this cantract, scheme or an angement; are
	制	any qualitication of the power of a person to axercise, control the exercise of, or influence the exercise of, the voling powers or dictiosed of the securities to which the relaxant interest relates (indicating dearly the particular securities to which am qualification applies).
	See the detinition of "relevant agreement" to section 9 of the Corporations Act 2001.
$\boldsymbol{\mathcal{D}}$		Details of the core-de-buan must include any and oil benefits, mancy and other, that ony jameon from whom a referent miterest was acquired ras, or may, becoming
		moded to recove in retailing to that acquisition. Details must be included even if the benefit is conditional on the impositing of rick of Licenarygery. Details must be included of any benefic poid on behalf of the substantial holder or its essex-rate in relation to the acquisitions, with a liney are not paid directly to the person from with an
	the reterrant interest was acquired.
10)		If the substantial holder is unable to octermine the Identity of the person (eg. If the relevant interest arises betause of an obtion) value "unknown"
$\left( 5\right)$		Sive obtails, if appropriate it. The present assoulation are any charge in that association since the lost subminition holding norms.

$\sim 10^{-1}$

---

$\mathcal{L}^{\text{max}}_{\text{max}}$

D03

أمحي

page 1/2 15 July 2001 604

Form 604

Curporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To, Company Name/Scheme i		PROCLOCK METALS AVETRALIA VINITED	$\cdots$

ACN/ARSN

$009 - 131 - 533$

). Details of substantial holder(1)

Namo	ROOFLICK JAMES HOLLES SMITH _____
ACN/ARSA (if applicable)	________	فتحادها بالمناور المار

There was a change in the interests of the substantial holder on	29/01/05
The previous notice was given to the company on-	05/11/04
The previous notice was dated	07/11/04

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 last required, and when now required, to give a substantial nolding notice to the company or scheme, are as 'ollows:

Class of securities (4)	Previcus notice Person's votes	. Voting power (5)	Present notice Person's votes	Vating power (5)
ORDINART .	10.031,210	3.30%	ነቂ ያታፍታታት	36.30 %
.		.

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 the company or scheme, since the radistratial holder, was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities arfected	Person's votes affected
H(t) 10≤	KIN SMITA	RIGHTS ISSUE	7. IBP	ທາ,⊬ໜ	107 400
11/01/05	HOESESADE EXPLORATION FALLED	ISSUE RUCHTS	29. 969	385, 26 1	385, 261
બ) ગ ၁૬	Painte aubil n- ITD IN VESTING OTS	ELLITS is cut	⊈ 133.680.	1,856.838	' LSST BBC'

4. Present relevant interests

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

Holder of relevant interest.	Recistored holder of securities	Person entitled to be registered as holder [8].	Nature of relevant interest (6)	Class and number of securities	Person's votes
				(Browner)
FSH SMIT A	RIA SHITH	RJH SALTH	2616	DIA HOI	614, 401
HOKSESUDE	HOALLESHOE	HOLSESMOE	DICECTOR GRANEHOLAL 2, RILL SAL		2.311,594
PALLE IL.	りめくしじしん	PACIFIC	Asnicrod (Sheachwall) 11, 444, 714 11, 1644, 714.

		page 2/2 15 July 2103 604
	5. Changes in esserietica interests in the company or scheme are as ligitave.	The persons who have become associated (2) of, unbed to be essentates billion have changed the meture of their association (9) with the substantial number in relation to warmy
	Name and ACN/ARSN (if applicable)	Naturo of association
	u In -
	6. Addresses The addresses of persons named in this form are as follows:
	Name RSH SMITH HORSESMAN	Address Lot1 PO BAX 395, COTTESLOS, POSTA, LIC.
	$ A - B $
	Signature
		capacity
	print name L J M	OMECTO & SMITH
	sign here	date $20101105$
m)		DIRECTIONS if there are a number of substantial holders with amiliar or related relevant interests leg. a corporation and its related corporations, or the manager and ubside of an
	form.	aquity must), the harnes could be included in an extinct to the form. If the relevant interests of a group of persons are essentially settler, they may be referred to throughout the form as a specifically named group if the momentarip of each group, with the names and addresses of members is clearly set out in paragraph if of the
O	See the cefinition of "associate" in section 9 of the Corporations Act 2001.
Q)	See the generation of fretevant interest in sections 600 and 6710(7) of the Corporations Act 2001.
	The voting shares of a company constitute ora: upos unless divided into separate classes.
$\left( 4\right)$ G)	The person's vergs award by the total votes in the body corporate or scheme invitibilied by TOD.
$\left[\begin{matrix} 0 \ 0 \end{matrix}\right]$	Include details or: (a)	any relevant agreement or other chromstarres because of which the change in relevant interest occurred. If subsection 6718(4) applies, a popy of any document setting out the terms of any relevant agrounded, and a statement by the person giving full and accurate creatilis of any contract, scheme or arrangement, must accompany this form together with a written statement certifying this contract, scheme or alrangement and
	Jb)	any qualification of the power of a parson to exercise, control the exercise of, or influence the axercise or, the voting powers or idisposal of the securities to which the relevant interest reletes (indicating clearly the particular securities to which the qualification applies)
	See the definition of inelevant agreement" in section 9 of the Corporations Act 2001.
U)	the relaxant interest was acquired.	Details of the consideration must include any are of the money and other. that any belisen from when a research interest was secured too, or may, became entitled to receive in roletion to that ecouls from. Detells must be included aven if the benefit is conditional on one respecting or relite a contexpency. Details must be included of any benefit paid on behalf of the substance release or its pasociate in relation to the acquisitions, own if they are not band timestly in the parson from when
O7		If the substantial horder is unable to determine the loomity of the person (eg. If the relevant interest erises because of an option) which immum".
Ø)		Give details, if appropriate, of the present opporation and any change in that association since the last substantials holding notion.

24/01/2005

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21:01 2003 13:11 4:77

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NO.285 D05