FLINDERS MINES LIMITED ABN 46 091 118 044

ENTITLEMENT OFFER BOOKLET

For a pro rata non-renounceable Entitlement Offer of approximately 295 million New Shares at an issue price of $0.017 (1.7 cents) each on the basis of 1 New Share for every 10 Ordinary Shares held to raise approximately $5 million (before issue costs).

This document is not a prospectus. It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered by this document.

This document is important and requires your immediate attention. It should be read in its entirety. If you are in doubt as to the course you should follow, you should consult your financial or other professional adviser.

Please read the instructions on the accompanying Entitlement and Acceptance Form if you wish to subscribe for the New Shares.

CORPORATE DIRECTORY

Directors

Mr Robert Kennedy (Chairman)

Mr Kevin Malaxos (Non Exec. Director) Mr Ewan Vickery (Non Exec. Director)

Company Secretary Mr Justin Nelson

Registered Office

Level 1, 135 Fullarton Road Rose Park, South Australia, 5067 Telephone - (08) 8132 7950

Facsimile - (08) 8132 7999

Share Registry

Computershare Investor Services Pty Limited Level 5, 115 Grenfell Street

Adelaide, South Australia, 5000

Enquiries (within Australia): 1300 556 161

Enquiries(outside Australia):+613 9415 4000

Stock Exchange Listing Australian Securities Exchange ASX Code: FMS

TABLE OF CONTENTS
  1. KEY TERMS OF THE ENTITLEMENT OFFER 7
  2. HOW TO PARTICIPATE IN THE ENTITLEMENT OFFER 11
  3. SUMMARY OF RISKS 13
  4. ADDITIONAL INFORMATION 16
  5. GLOSSARY 20

IMPORTANT NOTICES

This Offer Booklet is dated 7 October 2016. This Offer Booklet is not a prospectus and has not been lodged with ASIC. This Offer Booklet does not contain all the information that an investor would find in a prospectus or on which an investor would expect to make an informed decision as to whether or not to accept the Offer.

This Offer is being made without a disclosure document in accordance with section 708AA of the Corporations Act.

This is an important document. Before deciding to apply for New Shares you should consider whether they are a suitable investment for you. Persons wishing to subscribe for New Shares should carefully read this Offer Booklet and consult their professional advisers for the purpose of evaluating whether or not to participate in the Entitlement Offer.

Representations

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Booklet. Any information or representation not so contained may not be relied upon as having been authorised by the Company in connection with the Offer.

Applications for New Shares by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form, sent to Eligible Shareholders with this Offer Booklet.

Overseas Shareholders

No action has been taken to permit the offer of New Shares under this Offer Booklet in any jurisdiction other than Australia and New Zealand. The distribution of this Offer Booklet in any jurisdiction other than Australia or New Zealand may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

This Offer Booklet does not constitute an offer of New Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Offer Booklet or make such an offer.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Forward looking statements

This Offer Booklet may contain forward looking statements, based on information and assumptions the Company knows now. They are subject to risks and uncertainties, many of which are outside the Company's control. Actual results may differ from the forward looking statements in this Offer Booklet. For example, the Company's results will be affected by the risks referred to in section 3.

Information publicly available

Information about the Company can be obtained from the Company's website and www.asx.com.au. The contents of any public filing do not form part of this Offer Booklet; however, this Offer Booklet is intended to be read in conjunction with information lodged by the Company with ASX.

Glossary

Terms used in this Offer Booklet are defined in the glossary contained in section 5.

Flinders Mines Limited published this content on 07 October 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 06 October 2016 22:36:04 UTC.

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