TITANIUM SANDS LIMITED — Share Issue/Capital Change 2005

Sep 29, 2005

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Precious Metals Australia Limited

ABN 65 009 131 533

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Fully Paid Ordinary Shares

• Number of ⁺securities issued or to $\overline{2}$ be issued (if known) or maximum number which may be issued
• Principal terms of the "securities (eg, 3 if options, exercise price and expiry date; if partly paid 'securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

19,000,000 (Nineteen Million)

Fully Paid Ordinary shares to rank pari passu with existing ordinary shares on issue

$\div$ See chapter 19 for defined terms.

4	Do the "securities rank equally in all respects from the date of allotment with an existing class of quoted securities?	Yes
	If the additional securities do not rank equally, please state: the date from which they do extent which the to they participate for the next dividend, οf $\lim$ the case a trust. distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5.	Issue price or consideration	A\$0.70 cents per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Working capital to be applied; funding of a design feasibility study Ι. re-development the the of into. Windimurra Vanadium Company's Project. 2. Capital expenditure for Windimurra Vanadium project General working 3. capital including overheads.
7	Dates of entering "securities into uncertificated holdings or despatch of certificates	30 September 2005
		Number	* Class
8	Number and class of all securities quoted ASX. on (including the securities in clause)	64 536, 223	Ordinary fully paid (PMA)
	2 if applicable)	12,896,334	Options exercisable I December 2005 at \$2.00 share per (PMAOB)

$\div$ See chapter 19 for defined terms.

$\ddot{Q}$ Number and *class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
1,000,000	Directors Options expiring 29 November 2007 exercisable at 15 cents

$10¹⁰$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

• $11$ $Is$ security holder approval required?
• $12²$ Is the issue renounceable or nonrenounceable?
• 13 Ratio in which the "securities will be offered
• $14¹$ ^*Class of ^*securities to which the offer relates
• 15 *Record date determine to entitlements
• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the entity has *security holders who will not be sent new issue documents

Note: Security holders must be told how their entifements are to be dealt with.

Cross reference: rule 7.7.

$10$ Closing date for receipt of acceptances or renunciations

^÷ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue Amount of any handling fee payable 24 to brokers who lodge acceptances or renunciations on behalf of "security holders 25. If the issue is contingent on "security holders' approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) Date rights trading will end (if 29 applicable) 30 How do *security holders sell their entitlements in full through a broker? 31 How do "security holders sell part of their entitlements through a broker and accept for the balance?

$\div$ See chapter 19 for defined terms.

32 How do 'security holders dispose of their entitlements (except by sale through a broker)?

33 ⁺Despatch date

Part 3 - Ouotation of securities

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

34 Type of securities (tick one)

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35
• If the "securities are "equity securities, the names of the 20 largest holders of the additional 'securities, and the number and percentage of additional 'securities held by those holders

36 If the *securities are *equity securities, a distribution schedule of the additional $\overline{\text{X}}$ *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5.001 - 10.000$ $10,001 - 100,000$ 100,001 and over

37

A copy of any trust deed for the additional *securities

^÷ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• Number of securities for which 38 *quotation is sought
• Class of 'securities for which 39 quotation is sought
• 40 Do the *securities rank equally in all respects from the date of allotment with an existing 'class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

$42$ Number and "class of all "securities quoted on ASX (including the securities in clause 38)

$\div$ See chapter 19 for defined terms.

Ouotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the 'securities to be quoted complies with the law and is not $\bullet$ for an illegal purpose.
• There is no reason why those "securities should not be granted "quotation.
• An offer of the *securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any "securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

^÷ See chapter 19 for defined terms.

• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before "quotation of the "securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

....................................... $(Director/$

Date: ............................

Print name: Roderick Smith Managing Director

---

Attached

1. Additional Information required by ASX

$\div$ See chapter 19 for defined terms.

Attachment 1 Additional Information required by Part 3 - For Quotation of Securities

1. The names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders

Holder	No Shares	Percentage
Pershing Securities Ltd ( Credit Suisse	5,570,000	$8.6\%$
First Boston Europe Ltd)
Westpac Nominees Limited	3,714,285	5.8%
Westpac Custodian Nominees Limited	3,000,000	$4.6\%$
George Robinson	2,429,286	3.8%
The Palmyra Fund	2,138,605	$3.3\%$
Pizzicato Investments NV	1,857,142	$2.8\%$
HSBC Custody Nominees (The Matterhorn	290,682	$0.5\%$
Resources and Energy Fund
Total	19,000,000	29.4%

A distribution schedule of the additional *securities setting out the number of $2.$ holders in the categories

$1 - 1,000$
$1,001 - 5,000$
$5,001 - 10,000$	O
$10,001 - 100,000$
$100,001$ and over	m

$\div$ See chapter 19 for defined terms.