ASX ANNOUNCEMENT

19 November 2014

Placement and Share Purchase Plan

Pilbara Iron Ore Project

Western

Australia

highlights

• Placement to raise $4.7m at $0.015

Todd Corporation Limited to make significant investment via placement

• Share Purchase plan to be conducted on same terms to raise up to $2.0m

Placement

The Directors of Flinders Mines Limited (ASX:FMS)
are pleased to announce a capital raising of up to
$6.7 million comprising:
• A placement ("Placement") of approximately
313.3 million fully paid ordinary shares at $0.015 per share to raise approximately A$4.7 million; and
• A share purchase plan ("SPP") at $0.015 per
share to raise up to $2.0 million via the issue of up to approximately 133.3 million fully paid ordinary shares
The Placement is being made to sophisticated and professional investors under the Company's existing
15% placement capacity so shareholder approval for the proposed issue will not be required nor sought. The issue will not be to a class of security holders.
Settlement of the Placement is expected to occur on or around Tuesday, 25 November, 2014. New shares issued under the Placement will rank equally with existing shares in Flinders.
In particular, Flinders would like to thank Tio (NZ) Limited ("Todd"), a subsidiary of New Zealand based Todd Corporation Limited, for their continued support of the Pilbara Iron Ore Project via their firm placement commitment of approximately $4.5m in what is a difficult market for junior developers.
Flinders has agreed that Todd Corporation, whilst they maintain a shareholding of at least 19%, shall have
the right, subject to consultation, to nominate and have appointed a person to the Board of Directors of Flinders. Appointment of such person shall be subject to the requirements of the Company's constitution and the Corporations Act.

Share Purchase Plan

The Company is pleased to offer its eligible shareholders the opportunity to each acquire up to a maximum of $15,000 worth of new fully paid ordinary shares at an issue price of $0.015 per share, free of all brokerage and commissions.
The right to participate in the SPP is available to shareholders who were registered as holders of Flinders shares at 6:30PM Adelaide time on Tuesday,
18 November, 2014 and who have a registered address in Australia or New Zealand ("Eligible Shareholders").
The complete terms and conditions of the SPP will be mailed to all Eligible Shareholders on or about Tuesday, 25 November, 2014. Shareholders are urged to read the SPP terms and conditions in their entirety before deciding whether to participate in the SPP
and, if in doubt, to seek advice from their professional
advisor.

Flinders Mines Limited ABN 46 091 118 044 www.flindersmines.com

Level 1, 135 Fullarton Road

Rose Park

South Australia 5067

PO Box 4031

Norwood South

South Australia 5067

telephone +61 8 8132 7950 facsimile +61 8 8132 7999 email info@flindersmines.com

Indicative SPP Timetable

Event

Date

SPP Record Date

18 November 2014

SPP Announced

19 November 2014

SPP Opening Date and Despatch of Offer Documentation

25 November 2014

SPP Closing Date

12 December 2014

SPP Results Announced

17 December 2014

SPP Shares Issued

19 December 2014

Quotation of New Shares

22 December 2014

This timetable is indicative and subject to change. Flinders reserves the right to vary the timetable without notice. The commencement of trading of new shares is subject to confirmation from the ASX.

Use of Funds

The Placement and SPP will allow the Company to complete its Bankable Feasibility Study "BFS" for the Pilbara Iron Ore Project "PIOP" and then make a Final Investment Decision.
Flinders has completed an extensive infill drilling program on the PIOP over the past six months and
is currently finalising a new global resource estimate for the project. Once this has been completed, mine planning, plant design and feasibility studies will be completed for the resource.

IAN GORDON

MANAGING DIRECTOR

19 November 2014

For further information please contact:

Ian Gordon

Managing Director

Ph: (08) 8132 7950

Email: info@flindersmines.com

Investor Relations

Duncan Gordon

Executive Director - Adelaide Equity Partners

Ph: (08) 8232 8800 or 0404 006 444

Email: dgordon@adelaideequity.com.au

Head Office

Level 1, 135 Fullarton Road

Rose Park

South Australia 5067

PO Box 4031

Norwood South

South Australia 5067

Ph: (08) 8132 7950

Fax: (08) 8132 7999

Email: info@flindersmines.com
www.flindersmines.com

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