Flinders Mines : Supplementary Bidder's Statement

Blue - Supplementary Bidder's Statement - FINAL

The Manager Market Announcements Office ASX Limited

9 May 2016

Dear Sir / Madam

Takeover bid by TIO (NZ) Limited for Flinders Mines Limited (ASX:FMS) Supplementary Bidder's Statement

We attach, by way of service pursuant to paragraph 647(3)(b) of the Corporations Act 2001 (Cth) (Corporations Act), TIO (NZ) Limited's supplementary bidder's statement dated 9 May 2016, which includes a notice of variation:

• increasing the offer consideration in relation to the takeover bid; and

• extending the period during which the offer will remain open. Yours sincerely

  Michael Wolley

  Director

  Supplementary Bidder's Statement

  This document is a supplementary bidder's statement under section 643 of the Corporations Act 2001 (Cth). It is the first supplementary bidder's statement (Supplementary Bidder's Statement) issued by TIO (NZ) Limited (New Zealand Company No. 3744171) (TIO) in relation to its unconditional off-market takeover bid for all the fully paid ordinary shares in Flinders Mines Limited ACN 091 118 044 (Flinders). This Supplementary Bidder's Statement supplements, and should be read together with, TIO's bidder's statement dated 17 March 2016 (Original Bidder's Statement).

  Unless the context otherwise requires, terms defined in the Original Bidder's Statement have the same meaning as in this Supplementary Bidder's Statement. A copy of this Supplementary Bidder's Statement has been lodged with ASIC. Neither ASIC nor any of its officers take any responsibility for its contents.

  ACCEPT the increased recommended offer for your Flinders Shares

  TIO has agreed to vary its Takeover Bid to increase the consideration offered to $0.025 per Flinders Share (Improved Offer).

  The Improved Offer price of $0.025 per Flinders Share is best and final and will not be increased, in the absence of an alternative proposal or competing proposal from a third party.

  The Flinders Board unanimously recommends that Flinders' Shareholders

  ACCEPT the Improved Offer, in the absence of a Superior Proposal.

  If you have any questions about the Offer, please call the Offer Information Line on 1300 782 998 (toll-free within Australia) or + 61 3 9415 4197 (from outside Australia).

  Australian legal adviser to TIO (NZ) Limited

  9 May 2016

  Dear Flinders' Shareholder

  Increased recommended offer to acquire your Flinders Shares

  As announced to ASX on 9 May 2016, TIO and Flinders have entered into a bid implementation agreement (Implementation Agreement), under which TIO has agreed to vary its Takeover Bid to increase the consideration offered to $0.025 per Flinders Share.

  The Improved Offer price of $0.025 per Flinders Share is best and final and will not be increased, in the absence of an alternative proposal or competing proposal from a third party.

  In response to this increase, the Flinders Board has unanimously recommended that Flinders Shareholders ACCEPT the Improved Offer, in the absence of a Superior Proposal. The Flinders' Directors have also announced that they intend to accept, or procure the acceptance of, the Improved Offer in respect of any Flinders Shares that they own or control, in the absence of a Superior Proposal.

  The purpose of this Supplementary Bidder's Statement is to provide you with an update on the Takeover Bid. It is divided into the following sections:

  • Section 1 - copy of TIO's ASX announcement in relation to the Improved Offer; and

  • Section 2 - Additional information.

If you have already accepted TIO's offer you do not need to take any further action as you are automatically entitled to receive the additional consideration of $0.012 per Flinders Share that you have accepted.1

If you have not accepted the Offer, you are encouraged to accept the Improved Offer without delay. To accept the Improved Offer, please follow the instructions on the accompanying Acceptance Form. Section 2.1 of this Supplementary Bidder's Statement sets out further information on how to accept the Improved Offer.

Yours sincerely

Michael Wolley

Director, TIO (NZ) Limited

1 As noted in the Original Bidder's Statements, those Flinders Shareholders who sold their Flinders Shares on-market on the ASX to TIO before the increase in the Offer Price will not be entitled to receive the benefit of the increase in the Offer Price.

1 Copy of TIO's ASX announcement in relation to the Improved Offer

[Attached]