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Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

FLINDERS MINES LIMITED

ABN

46 091 118 044

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

Ordinary Fully Paid Shares.

1 +Class of +securities issued or to be issued

246,627,841

Under Entitlement Offer announced on 7 October 2016.

1. Number of +securities issued or to be issued (if known) or maximum number which may be issued

   Ordinary Fully Paid Shares.

2. Principal terms of the

   +securities (e.g. if options, exercise price and expiry date; if partly paid

   +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

   Yes. The fully paid ordinary shares will rank equally with the existing fully paid ordinary shares in Flinders from the date of issue.

3. Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted

   +securities?

   If the additional +securities do not rank equally, please state:

   • the date from which they do

   • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

   • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

     $0.017/share.

4. Issue price or consideration

   Refer to Offer Booklet dated 7 October 2016.

5. Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

N/A

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

N/A

6b The date the security holder resolution under rule 7.1A was passed

N/A

6c Number of +securities issued without security holder approval under rule 7.1

N/A

6d Number of +securities issued with security holder approval under rule 7.1A

N/A

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

N/A

6f Number of +securities issued under an exception in rule 7.2

N/A

6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.

N/A

6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

11 November 2016.

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Number	+Class
3,193,780,409	Ordinary Fully Paid Shares.

8 Number and +class of all

+securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class

1. Number and +class of all

   +securities not quoted on ASX (including the +securities in section 2 if applicable)

   N/A

2. Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

   Part 2 - Pro rata issue

   See Appendix 3B lodged on 7 October 2016.

3. Is security holder approval required?

   See Appendix 3B lodged on 7 October 2016.

4. Is the issue renounceable or non- renounceable?

   See Appendix 3B lodged on 7 October 2016.

5. Ratio in which the +securities will be offered

See Appendix 3B lodged on 7 October 2016.

14 +Class of +securities to which the offer relates

See Appendix 3B lodged on 7 October 2016.

15 +Record date to determine entitlements

See Appendix 3B lodged on 7 October 2016.

1. Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

   See Appendix 3B lodged on 7 October 2016.

2. Policy for deciding entitlements in relation to fractions

   See Appendix 3B lodged on 7 October 2016.

3. Names of countries in which the entity has security holders who will not be sent new offer documents

   Note: Security holders must be told how their entitlements are to be dealt with.

   Cross reference: rule 7.7.

   See Appendix 3B lodged on 7 October 2016.

4. Closing date for receipt of acceptances or renunciations

   See Appendix 3B lodged on 7 October 2016.

5. Names of any underwriters

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