Nov 3 (Reuters) - Australia's Tietto Minerals said on Friday that a takeover offer by a unit of Zhaojin Mining Industry to buy all shares that it does not already own, "materially undervalues" the company.

The gold explorer said it unanimously recommends shareholders not accept the A$629 million ($404.57 million) offer by Zhaojin Capital. ($1 = 1.5547 Australian dollars) (Reporting by Archishma Iyer in Bengaluru Editing by Chris Reese)