5eb4bd74-62c2-411f-bfbc-75490ece9d40.pdf

12 May 2016

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

ASX Market Announcements Australian Securities Exchange 20 Bridge Street

SYDNEY NSW 2000

Takeover Bid for Flinders Mines Limited: Supplementary Target's Statement

In accordance with section 647(3)(b) of the Corporations Act 2001 (Cth), attached is a copy of the supplementary target's statement of Flinders Mines Ltd (ABN 46 091 118 044) (Flinders) dated 12 May 2016 (Supplementary Target's Statement) in response to the off-market takeover bid by TIO (NZ) Limited (New Zealand Company No 3744171) (TIO), a wholly owned subsidiary of Todd Corporation Limited (New Zealand Company No 3491) for all the ordinary shares in Flinders.

As detailed in the Supplementary Target's Statement , the Directors of Flinders recommend that shareholders ACCEPT the improved offer of $0.025 per Flinders Share.

The Supplementary Target's Statement was lodged with the Australian Securities & Investments Commission today. It will also be sent to TIO.

Dispatch of the Supplementary Target's Statement to Flinders' shareholders will be completed as soon as practicable.

Yours faithfully

Justin Nelson Company Secretary Flinders Mines Limited

Flinders Mines Limited ABN 46 091 118 044

Level 1, 135 Fullarton Road Rose Park

South Australia 5067

PO Box 4031

Norwood South South Australia 5067

facsimile +61 8 8132 7999 www.flindersmines.com

SUPPLEMENTARY TARGET'S STATEMENT

In response to the Tak

over Bid made by

TIO

(NZ) Limited (New Zealand Company No. 3744171)

For all the ordinary shares in

Flinders Mines Limited (ABN 46 091 118 044)

The directors of Flinders now recommend that you

ACCEPT the Improved Offer of TIO (NZ) Limited

Financial Adviser

Legal Adviser

This is an important document and requires your immediate attention.

If you are in any doubt as to its contents you should contact your broker, financial

adviser or legal adviser im

ediately.

  1. IMPORTANT INFORMATION Nature of this document

    This document is a supplementary target's statement under section 644 of the Corporations Act 2001 (Cth) (Corporations Act). It is the first supplementary target's statement (Supplementary Target's Statement) issued by Flinders Mines Limited (Flinders) in relation to the off-market takeover bid for all of the ordinary shares in Flinders by TIO (NZ) Limited (TIO).

    This Supplementary Target's Statement supplements, and should be read together with, Flinders' Target's Statement lodged with the Australian Securities and Investments Commission (ASIC) on 15 April 2016 (Target's Statement).

    Capitalised Terms

    Unless the context requires otherwise, capitalised terms used in section 10 of the Target's Statement have the same meaning as in this Supplementary Target's Statement.

  2. TERMS OF THE IMPROVED OFFER

    On 9 May 2016 TIO announced that it had extended the offer period under its Takeover Bid for all the ordinary shares in Flinders. The Offer is now scheduled to close at 7.00 pm (Sydney time) on 6 June 2016.

    On 9 May 2016 TIO announced an increase in the cash consideration payable under the Offer (Improved Offer) from $0.013 (one and three tenths of a cent) to $0.025 (two and a half cents); an increase of $0.012 (one and one fifth of a cent) per Flinders Share.

    RECOMMENDATION AND INTENTION OF FLINDERS DIRECTORS

    Your Directors have carefully considered the terms of TIO's Improved Offer and now unanimously recommend that Flinders Shareholders ACCEPT the Improved Offer.

    Each of your Directors who own or control Flinders Shares intends to ACCEPT the Improved Offer in respect of all the Flinders Shares which they own or control.

    For information on how to ACCEPT the Improved Offer, please refer to section 10.3 of the Bidder's Statement and the replacement acceptance form TIO will send to Flinders Shareholders with the Supplementary Bidder's Statement.

  3. REASONS FOR THE FLINDERS DIRECTORS' RECOMMENDATION

The reasons for your Directors' recommendation that Flinders Shareholders ACCEPT the Improved Offer are as follows:

3.1 The Improved Offer represents a significant premium for control of Flinders

The Improved Offer of $0.025 per Flinders share is 92% higher than TIO's initial cash offer of $0.013 per share and is a substantial premium of 213% to the 16 March 2016 closing price (being the last trading day before the initial offer was announced) of $0.008 per Flinders Share.

Your Directors also note that the Improved Offer price represents a significant premium to the various VWAPs of Flinders before TIO announced its initial takeover offer on 16 March 2016.

0.030 12 Month Trading Chart

Improved Offer

0.025

0.020

Price (A$ per share)

  1. 12 Month VWAP

    Initial Offer

    0.010

    0.005

    Mar‐15

    Apr‐15

    May‐15

    Jun‐15

    Jul‐15

    Aug‐15

    Sep‐15

    Oct‐15

    Nov‐15

    Dec‐15

    Jan‐16

    Feb‐16

    Mar‐16

    0.000

    Closing Price 12 Month VWAP Initial Offer Improved Offer

    Specifically, the Improved Offer represents a premium of:

    • 233% to the 30 day VWAP to 16 March 20161 of $0.0075 per Flinders Share;

    • 225% to the 60 day VWAP to 16 March 2016 of $0.0077 per Flinders Share; and

    • 81% to the 12 month VWAP to 16 March 2016 of $0.0138 per Flinders Share.

Additionally, Flinders has not traded above the Improved Offer price since 17 September 2014.

1 VWAPs are calculated on the basis of all trading data sourced from Australian exchanges and are calculated over the specified number of

calendar days.

Flinders Mines Limited published this content on 12 May 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 12 May 2016 01:02:02 UTC.

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