(Adds details in paragraphs 2-5) April 30 (Reuters) -...

(Adds details in paragraphs 2-5)

April 30 (Reuters) - Australia's Tietto Minerals (TIE) on Tuesday urged its shareholders to accept Zhaojin Capital's A$733 million ($480.41 million) bid or sell their 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 takeover bid from Zhaojin Capital, a unit of Chinese gold miner Zhaojin Mining Industry 1818.HK .

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)