(Corrects first paragraph to reflect A$733 mln is valuation and not offer price)

(Reuters) -Australia's Tietto Minerals on Tuesday urged its shareholders to accept an offer from China's Zhaojin Mining which values the gold miner at A$733 million ($480.41 million) or sell shares on-market "if the prevailing market price is not materially different to the offer price."

Gold producer Tietto had previously rejected an A$0.68 per-share offer from Zhaojin Capital for shares it does no already own in the Australian firm.

Tietto said two of its major shareholders may have accepted Zhaojin's latest offer, given the suitor's voting power in the company was "in excess of 42%" as of April 29.

"Based on these acceptances, it appears clear that certain of Tietto's key shareholders have accepted into Zhaojin's offer such that there is now a real risk that Zhaojin can control the composition of Tietto's Board," the company said in a statement.

Tietto said its directors still believe that Zhaojin's offer was opportunistically timed and materially undervalued the company.

($1 = 1.5258 Australian dollars)

(Reporting by Poonam Behura in Bengaluru; Editing by Subhranshu Sahu)