TITANIUM SANDS LIMITED — Proxy Solicitation & Information Statement 2005

Aug 17, 2005

ABN 65 009 131 533

18 August 2005

Company Announcements Office Australian Stock Exchange Limited Exchange Plaza Sherwood Court PERTH WA 6000

Dear Sir / Madam

PRECIOUS METALS AUSTRALIA LIMITED: NOTICE OF MEETING

Please find attached a Notice of General Meeting that will be despatched to shareholders today.

Yours sincerely PRECIOUS METALS AUSTRALIA LIMITED

IAN MACPHERSON Company Secretary

Level 1, 30 Richardson Street West Perth Western Australia 6005 PO Box 620 West Perth Western Australia 6872 Telephone: +61 8 9423 1900 Facsimile: +61 8 9423 1999 www.pmal.com.au

PRECIOUS METALS AUSTRALIA LIMITED

$(ABN 65 009 131 533)$

NOTICE OF GENERAL MEETING

incorporating Explanatory Statement and Proxy Form

Date of Meeting: 16^th September 2005

Time: 10.00am (WST)

Location: Precious Metals Australia Limited 1st Floor, 30 Richardson Street, West Perth, Western Australia

This is an important document and should be read in its entirety. If you are in any doubt as to the course you should follow, please consult your financial or other professional adviser.

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of shareholders of Precious Metals Australia Limited ("the Company") will be held at the Company's offices 1^st Floor, 30 Richardson Street, West Perth, Western Australia on 16^th September 2005 at 10.00am (WST) ("Meeting").

The Explanatory Statement which accompanies, and forms part of, this Notice of General Meeting describes the matter to be considered.

Approval for the issue of Securities

To consider and, if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 19,000,000 fully paid ordinary shares in the capital of the Company at an issue price of 70 cents per share. The shares will be issued on the terms and conditions set out in the Explanatory Statement attached to and forming part of this Notice of Meeting."

Short Explanation: Under ASX Listing Rule 7.1, the Company may issue up to 15% of its ordinary share capital in any 12 month rolling period without shareholder approval. By obtaining the prior approval of shareholders for the issue of Shares proposed under this resolution, the Company retains the flexibility to make future issues of securities up to that threshold.

Voting Exclusion: For the purposes of ASX Listing Rule 7.1, the Company will disregard any votes cast on this resolution by:

• any person who may participate in the proposed issue of the Securities issued and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder if the resolution is passed, and
• any person who is an associate of that person.

However the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or
• if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Point at which Voting Rights are Determined

The Company is permitted to specify a time, not more than 48 hours before the meeting, at which a "snap shot" of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the meeting.

PRL/50376/Notice_of_Meeting_280705 Fixed Pricev3

On this basis all shares of the Company that are quoted on ASX at 5.00pm WST on 14^th September 2005 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the shares at that time.

Proxies

Please note that:

• a member of the Company entitled to attend and vote at the General Meeting is $(a)$ entitled to appoint a proxy;
• $(b)$ a proxy need not be a member of the Company; and
• $(c)$ a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion is not specified each proxy is entitled to cast half of the number of votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

By Order of the Board

Ian Macpherson Company Secretary DATED this 17^th day of August 2005

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting of Shareholders to be held at the offices of the Company, 1^st Floor, 30 Richardson Street, West Perth, Western Australia on 16^th September 2005 at 10.00am (WST).

This Explanatory Statement should be read in conjunction with the accompanying Notice of General Meeting.

APPROVAL FOR THE ISSUE OF SECURITIES

Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue during any 12 month period any equity securities, or other securities with rights of conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of fully paid ordinary securities on issue 12 months before the date of issue.

One circumstance where an issue is not taken into account in the calculation of this 15% threshold is where the issue has the prior approval of shareholders in general meeting. Accordingly, under this Resolution the Company is seeking shareholder approval pursuant to Listing Rule 7.1 for the proposed issue of 19,000,000 shares at an issue price of 70 cents. This number of securities is in excess of securities that can be issued pursuant to the 15% calculation set out in Listing Rule 7.1.

Approval is sought for the proposed issue of shares pursuant to this resolution, to allow this number of securities to be excluded from the calculation as set out in ASX Listing Rule 7.1. Subject to the passing of the Resolution, this leaves the Company with the flexibility to issue equity securities in the future up to the 15% threshold.

For the purposes of Listing Rule 7.3, the following information is provided to Shareholders:

• the maximum number of Shares to be issued is 19,000,000. $(a)$
• the Shares will be issued at a price of 70 cents per share to sophisticated $(b)$ international investor clients of Montagu Corporate whom have committed to subscribe for the shares subject to the terms and conditions as set out in the Underwriting letter of Offer dated 10 August 2005, the principal terms of which are attached hereto as Appendix A which include approval of the placement by the Company's shareholders.;

• $(c)$ the issue is designed to raise approximately \$13m after costs, to fund:

• the assessment of the feasibility of re- developing the Windimurra vanadium mine (approximately \$1-2 million)

• Purchasing plant and equipment required for re development of the $\bullet$ Windimurra vanadium mine (\$4-5 million)
• Other costs of redeveloping the Windimurra vanadium mine (\$4-5 million) $\bullet$
• Working Capital (\$2-3 million) $\bullet$
• the Shares may be issued progressively, but in any event no later than 3 months $(d)$ after the date of the Meeting;
• No director of the Company will participate in the placement of Shares. $(e)$

Other information that is reasonably required by members to make a decision and that is known to the Company or any of its Directors.

Trading history

Over the last 12 months the Shares have traded between 5.4 cents per share (lowest) and 85 cents per share (highest). The latest trading price available at the time of preparing this notice of meeting was 77 cents per share.

APPENDIX A - MAIN TERMS OF UNDERWRITING AGREEMENT

The Company has entered into an underwriting agreement with Montagu Corporate Pty Ltd ("the Underwriter") to underwrite the Placement on an exclusive basis.

The main terms and conditions of the agreement are as follows:

Underwriting Fees 1.

The Underwriter will receive from the Company an underwriting commission of 2.25% of the aggregate offer price of the underwritten shares. This equates to a total fee of \$299,250.

Events of Termination $2.$

The Underwriter may, by giving written notice to the Company at any time prior to the Underwriter lodging Applications with the Company for the Shortfall, terminate its obligations under this Agreement if ASX does not give approval for the Underwritten Shares to be listed for official quotation, or if approval is granted, the approval is subsequently withdrawn, qualified or withheld.

PRECIOUS METALS AUSTRALIA LIMITED ABN 35 091 542 451 PROXY FORM

The Secretary
Precious Metals Australia Limited
47, Colin Street
West Perth, WA 6005
I/We
οſ
being a shareholder/(s) of Precious Metals Australia Limited (Company) hereby appoint as proxy to vote in accordance with the following directions (or if no directions have been given, as the proxy or Chairman sees fit) at the General Meeting to be held at Precious Metals Australia Limited 1 st Floor, 30 Richardson Street, West Perth, Western Australia on 16 th September 2005 at 10.00am (WST) (and at any adjournment thereof)
(Meeting).
		OR		the Chairman
Name of person you are appointing (if not the Chairman)
IF YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, PLEASE PLACE A MARK IN THIS BOX *
* By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chairman intends to vote in favour of the resolution if no directions are given.
Resolution			For	Against Abstain**
Approval for the issue of Securities 1.
**If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item.
Appointing a Second Proxy (if applicable)
Оľ	%.	Contact Telephone
The number of Shares applicable to this proxy form	The percentage of your voting rights		Number Area Code	Telephone Number
Signature(s)
Shareholder 1	Shareholder 2			Shareholder 3
Director	Director/Secretary			Sole Director and Secretary
Company Seal (if required)	Nedlands WA 6909 or delivery to the registered office of the Company at Level 1, 30 Richardson Street, West Perth WA 6005. To be valid, a proxy form (and any authority the Meeting. For further instructions on voting, please refer to the rear of this form.			Proxies may be lodged cither by facsimile on (08) 9389 7871, or by mail to PO Box 1156, ander which the proxy form is signed or a certified copy of the authority) must be received by the Company not less than 48 hours before the time scheduled for commencement of

INSTRUCTIONS ON VOTING

1. How to Vote

Shareholders may vote by attending the Meeting in person, by proxy or authorised representative.

$2.$ Voting in Person

To vote in person, attend the Meeting on the date and at the time and place specified in this Notice of General Meeting.

3. Voting by Proxy

Shareholders are entitled to appoint up to 2 individuals to act as proxies to attend the Meeting and vote on their behalf. Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the shareholder's voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes.

The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act 2001. In the case of Shares jointly held by 2 or more persons, all joint holders must sign the proxy form.

Completion of a proxy form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

The proxy may, but need not, be a shareholder of the Company.

4. Voting Entitlements

For the purposes of determining voting entitlements at the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares 48 hours before the time scheduled for commencement of the Meeting. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

ABN 65 009 131 533

18 August 2005

Company Announcements Office Australian Stock Exchange Limited Exchange Plaza Sherwood Court PERTH WA 6000

Dear Sir / Madam

PRECIOUS METALS AUSTRALIA LIMITED: NOTICE OF MEETING

Please find attached a Notice of General Meeting that has been despatched to shareholders today.

Yours sincerely PRECIOUS METALS AUSTRALIA LIMITED

IAN MACPHERSON Company Secretary

Level 1, 30 Richardson Street West Perth Western Australia 6005 PO Box 620 West Perth Western Australia 6872 Telephone: +61 8 9423 1900 Facsimile: +61 8 9423 1999 www.pmal.com.au