Flinders Mines : Variation of Takeover Bid

Letter to ASX attaching notice of extension

The Manager Market Announcements Office ASX Limited

6 June 2016

Dear Sir / Madam

Takeover bid by TIO (NZ) Limited for Flinders Mines Limited (ASX:FMS) Notice of variation (extension of offer period)

Please see attached a formal notice of variation which was lodged with ASIC and Flinders Mines Limited (Flinders) today (and which will be sent to Flinders shareholders) that extends the offer period, together with a copy of the letter sent to Flinders shareholders accompanying the notice of variation.

Yours sincerely

Michael Wolley

Director

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6 June 2016

FMSTKO

MR SAM SAMPLE UNIT 123 SAMPLE STREET

SAMPLETOWN NSW 2001

Dear Shareholder

TIO (NZ) Limited extends its offer

TIO (NZ) Limited (New Zealand Company No. 3744171) has extended the offer period under its takeover bid for all the fully paid ordinary shares in Flinders Mines Limited (ACN 091 118 044) (Flinders).

The offer is now scheduled to close at 7:00pm (Sydney time) on 27 June 2016 (unless extended or withdrawn).

A formal notice of variation required by the Corporations Act 2001 (Cth) is enclosed. We also enclose a new Acceptance Form.

If you have already accepted TIO's offer you need not take any action. If you have not,

I strongly urge you to accept the offer without delay. To accept the offer, please follow the instructions on the enclosed Acceptance Form.

If you have any queries in relation to how to accept the offer or any other matter relating to the takeover bid, please contact the Offer Information Line on 1300 782 998 (toll-free within Australia) or +61 3 9415 4197 (outside Australia).

Yours sincerely

Michael Wolley

214519_01UHIA

Director

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A copy of this notice was lodged with ASIC on 6 June 2016. ASIC takes no responsibility for the contents of this notice.

TIO (NZ) Limited (New Zealand Company No. 3744171) Takeover offer for Flinders Mines Limited (ACN 091 118 044)

Notice of variation - Extension of offer period

To: Australian Securities and Investments Commission (ASIC) ASX Limited

Flinders Mines Limited (Flinders)

Each person to whom offers were made under the takeover bid referred to in this notice (other than those who have already accepted the offer), as required under section 650D(1)(c) of the Corporations Act 2001 (Cth) (as modified by ASIC Class Order [CO 13/521]).

TIO (NZ) Limited (New Zealand Company No. 3744171) (TIO) gives notice that its takeover offers for all of the ordinary shares in Flinders contained in its bidder's statement dated 17 March 2016 (as varied and supplemented, if applicable) are varied by extending the period during which the offer will remain open so that the offer will now close at 7:00pm (Sydney time) on 27 June 2016 (unless extended or withdrawn).

DATED: 6 June 2016

Signed for and on behalf of TIO (NZ) Limited

214519_01UHJA

Michael Wolley Director

TIO (NZ) Limited New Zealand Company No. 3744171 Return your Form:

By Mail:

Computershare Investor Services Pty Limited GPO Box 2115 Melbourne

Victoria 3001 Australia

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FMSTKO

MR SAM SAMPLE UNIT 123 SAMPLE STREET

SAMPLETOWN NSW 2001

For all enquiries:

Phone:

(within Australia) 1300 782 998

(outside Australia) +61 3 9415 4197

Takeover Acceptance Form

 Your form must be received by the end of the Offer Period.

ISSUER

This form and the Bidder's Statement are important documents that require your immediate attention. This form relates to an offer (Offer) by TIO (NZ) Limited (TIO NZ) to acquire any or all of your shares in Flinders Mines Limited (ACN 091 118 044) (Flinders) the terms of which are set out in the Bidder's Statement from TIO NZ dated on or about 17 March 2016 as replaced or supplemented (the Bidder's Statement). Capitalised terms used in this form have the same meaning as in the Bidder's Statement, unless otherwise defined.

If you are in doubt about how to deal with this Offer, please contact your financial or other professional advisor.

Note this form can only be used in relation to the securityholding represented by the details printed above and overleaf.

Step 1: Registration Name & Offer Details

Your consideration will be issued to the name(s) as they appear on the latest copy of the Flinders register, as provided to TIO NZ. The current address recorded by TIO NZ is printed above and overleaf. If you have recently bought or sold Flinders Shares your holding may differ from that shown. If you have already sold all your Flinders Shares, do not complete or return this form.

Step 3: Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders must sign.

Power of Attorney: Where signing as Power of Attorney (POA), you must attach an original certified copy of the POA to this form.

Companies: Where the holding is in the name of a Company, this form must be signed in accordance with the Corporations Act, either as:

• a Sole Director and Sole Company Secretary OR a Sole Director (if no Company Secretary exists), OR

• two Directors, OR

• a Director and Secretary.

Overseas Companies: Where the holding is in the name of an Overseas company (companies incorporated outside Australia) the form must be signed as above, or documentation must be provided showing that the company can sign in an alternate manner.

Deceased Estate: All executors must sign and a certified copy of Probate or Letters of Administration must accompany this form.

Entering contact details is not compulsory, but will assist us if we need to contact you.

Turn over to complete the form è

Step 2: Accept the Offer

Please complete Step 2, marking the appropriate box to indicate whether you are accepting the Offer in respect of all or some of your Flinders Shares.

Only sign and return this form if you wish to accept the Offer for ALL or PART of your Flinders Shares.

You will be deemed to have accepted the Offer in respect of ALL of your Flinders Shares if you do not complete, or make an invalid election in, Step 2 on the reverse of this form. Invalid elections include if you mark the "PART" box and you either do not write the number of Flinders Shares that you are accepting into the Offer or you do write a number but that number is greater than the number of Flinders Shares that you hold.

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