AUSTRALIA FMS.AX 0,70 AU$ 72,84%

ASX ANNOUNCEMENT

28 October 2016

Quarterly Report

For the period ending 30 September 2016

Corporate

On 31 August 2016 the TIO (NZ) Limited (TIO) takeover bid closed, at which point TIO's voting power in Flinders' shares, was approximately 52.6 per cent.

Subsequent to the end of the quarter the Company announced significant changes to the Board with the appointment of Mr Neil Warburton and Mr David McAdam as independent non-executive directors and Mr Michael Wolley and Mr Evan Davies as non-executive directors. In addition, Mr Kevin Malaxos and Mr Ewan Vickery retired as non-executive directors of the Company. The Board acknowledges and thanks Kevin and Ewan for their contribution to the Board.

Funding

As announced on 29 July 2016, Flinders entered into a A$2,000,000 loan facility agreement with PIO Mines Pty Limited (a subsidiary of TIO) to assist the Company meet its short term capital requirements. The loan facility was subsequently fully drawn down in August.

A Research & Development refund of $753,035 was received in August 2016.

At the end of the quarter, Flinders held cash of $1,730,000. Estimated cash outflows for the next quarter, excluding loan repayments, total $1,230,000.

Subsequent to the end of the quarter, Flinders announced a non-renounceable entitlement offer at $0.017 per share to raise approximately $5 million (Offer). The Company will use the funds raised under the Offer to repay the loan of $2,020,883 (including interest) from PIO Mines Pty Limited, meet minimum tenement expenditure commitments for the PIOP for the next 12 months, meet the costs of the reviews proposed by TIO in the original bidder's statement dated 17 March 2016 (if implemented) and provide working capital.

Projects Update

Pilbara Iron Ore Project (PIOP) - WA

There were no exploration and evaluation activities carried out on the Company's Pilbara Iron Ore Project tenements during the September 2016 quarter.

Canegrass Project - WA

There were no exploration and evaluation activities carried out on the Company's Canegrass Project tenements during the September 2016 quarter. Flinders has submitted an extension of term application for E58/282. A response to the application is pending.

For further information contact:

Phone: 8132 7950

Email: [email protected]

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 [email protected]

Tenement Schedule

For the Quarter ending 30 September 2016

Tenement	Status	Tenement	Grant/	Expiry	Area	Registered Holder	Interest	Related
No.	Name	Application	Date	(Sq Km)	/Applicant	Agreement
Date

WESTERN AUSTRALIA

Canegrass Project

E58/232 Granted	Boulder Well 29/07/2002 28/07/2016 16.1 Flinders Canegrass 100% Pty Ltd
E58/236 Granted	Challa 22/03/2002 21/03/2017 16.1 FlindersCanegrass Pty Ltd100%
E58/282 Granted	Honey Pot 3/05/2007 2/05/2016 27.2 FlindersCanegrass Pty Ltd100%

Pilbara Iron Ore Project

E47/1560 Granted	Anvil 6/09/2007 5/09/2016 44.5 Flinders Mines Ltd 100%	Prenti Agreement
L47/728Granted	PIOP Airstrip 29/05/2015 28/05/2036 3.0 Flinders Mines Ltd 100%
L47/730Granted	PIOP Village 29/05/2015 28/05/2036 0.1 Flinders Mines Ltd 100%
L47/731Application L47/734Granted	Northern Road 1/09/2014 4.9 Flinders Mines Ltd 100% Southern Road 29/05/2015 28/05/2036 4.2 Flinders Mines Ltd 100%
M47/1451 Granted	Blacksmith ML 26/03/2012 25/03/2033 111.6 Flinders Mines Ltd 100%	Prenti Agreement

SOUTH AUSTRALIA

Curnamona Project

EL 5739 Granted Wompine 12/02/2016 11/02/2017 96.00 Flinders Mines Ltd 100%

Gawler Ranges Project

EL 5761 Granted	Tin Hut 21/03/2016 20/03/2018 716.0 Flinders Mines Ltd 100%
EL 5762 Granted	Siam 21/03/2016 20/03/2018 379.0 Flinders Mines Ltd 100%

Jamestown Project

EL 5763 Granted	Caltowie 04/02/2016 9/11/2016 201.4 Flinders Mines Ltd Diamondsand non-metals	Copper Range and Tarcowie Phosphate Agreements
EL 5557 Granted	Diamonds, Washpool 10/11/2009 9/11/2016 135.0 Phoenix Copper Ltd barium, talc and phosphate	Phoenix Copper Agreement

Appendix 5B

+Rule 5.5

Mining exploration entity and oil and gas exploration entity quarterly report

Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10, 01/05/13, 01/09/16

Name of entity
Flinders Mines Limited
ABN	Quarter ended ("current quarter")
46 091 118 044	30 September 2016

Consolidated statement of cash flows		Current quarter $A'000	Year to date (3 months) $A'000
1.	Cash flows from operating activities	(116)	(116)
1.1	Receipts from customers
1.2	Payments for
(a) exploration & evaluation
(b) development		(715)	(715)
(c) production
(d) staff costs
(e) administration and corporate costs
1.3	Dividends received (see note 3)	9	9
1.4	Interest received
1.5	Interest and other costs of finance paid
1.6	Income taxes paid
1.7	Research and development refunds
1.8	Other (provide details if material)
1.9	Net cash from / (used in) operating activities	(822)	(822)

1. Cash flows from investing activities

2. Payments to acquire:

3. property, plant and equipment

4. tenements (see item 10)

5. investments

6. other non-current assets

7. Consolidated statement of cash flows		Current quarter $A'000	Year to date (3 months) $A'000
   2.2	Proceeds from the disposal of:	1	1
   (a) property, plant and equipment
   (b) tenements (see item 10)
   (c) investments
   (d) other non-current assets
   2.3	Cash flows from loans to other entities
   2.4	Dividends received (see note 3)
   2.5	Other (provide details if material)
   2.6	Net cash from / (used in) investing	1	1
   activities

8. Cash flows from financing activities

9. Proceeds from issues of shares

10. Proceeds from issue of convertible notes

11. Proceeds from exercise of share options

12. Transaction costs related to issues of shares, convertible notes or options

13. Proceeds from borrowings

14. Repayment of borrowings

15. Transaction costs related to loans and borrowings

16. Dividends paid

17. Other (provide details if material)

18. 3.10 Net cash from / (used in) financing activities

2,000

2,000

2,000

2,000

Net increase / (decrease) in cash and cash equivalents for the period Cash and cash equivalents at beginning of period Net cash from / (used in) operating activities (item 1.9 above) Net cash from / (used in) investing activities (item 2.6 above) Net cash from / (used in) financing activities (item 3.10 above) Effect of movement in exchange rates on cash held 4.6 Cash and cash equivalents at end of period	551 (822) 1 2,000	551 (822) 1 2,000
	1,730	1,730

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