Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Flinders Mines Limited

ACN/ARSN 091 118 044

1. Details of substantial holder (1)

   Name The Todd Corporation Limited and its subsidiaries as listed in Annexure A (Subsidiaries), (together, Todd Group) and Head Trust Company Limited

   ACN/ARSN (if applicable) New Zealand company number 3491

   substantial holder on	03/06/2016
   The previous notice was given to the company on	02/06/2016
   The previous notice was dated	02/06/2016

   As none of these entities are entitled to be registered as holder of the shares, their ability to vote and dispose of these shares is qualified accordingly. There was a change in the interests of the

2. Previous and present voting power

   Class of securities (4)	Previous notice		Present notice
   	Person's votes	Voting power (5)	Person's votes	Voting power (5)
   Ordinary	1,226,657,940	41.76% based on	1,282,058,538	43.65% based on
   		2,937,152,568 ordinary		2,937,152,568 ordinary
   		shares on issue in Flinders		shares on issue in
   		Mines Limited		Flinders Mines Limited

   The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

3. Changes in relevant interests

   Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
   02/06/2016	The Todd Group (including TIO (NZ) Limited) and Head Trust Company Limited	Increase in relevant interest as a result of TIO (NZ) Limited's receipt of acceptances to its takeover offer dated 31 March 2016 (Takeover Offer)	The Offer Price under the Takeover Offer	16,160,190 ordinary shares	16,160,190
   02/06/2016	The Todd Group (including TIO (NZ) Limited) and Head Trust Company Limited	On-market purchases by TIO (NZ) Limited	$0.0250 per share	2,534,491 ordinary shares	2,534,491
   03/06/2016	The Todd Group (including TIO (NZ) Limited) and Head Trust Company Limited	Increase in relevant interest as a result of TIO (NZ) Limited's receipt of acceptances to Takeover Offer.	The Offer Price under the Takeover Offer	29,472,505 ordinary shares	29,472,505
   03/06/2016	The Todd Group (including TIO (NZ) Limited) and Head Trust Company Limited	On-market purchases by TIO (NZ) Limited	$0.0250 per share	7,233,412 ordinary shares	7,233,412

   Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

4. Present relevant interests

   Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

   Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
   TIO (NZ) Limited	TIO (NZ) Limited	TIO (NZ) Limited	Relevant interest under s608(1) of the Corporations Act 2001 (Cth): As TIO (NZ) Limited is not yet the registered holder of the shares the subject of the Unsettled Trades and the Unsettled Acceptances, its ability to vote and dispose of these shares is qualified accordingly.	1,282,058,538 ordinary shares	1,282,058,538
   The Todd Group (other than TIO (NZ) Limited) and Head Trust Company Limited	TIO (NZ) Limited	TIO (NZ) Limited	Relevant interest in the shares referred to in the previous row arising under s608(3)(a) and/or s608(3)(b) of the Corporations Act 2001 (Cth). As none of these entities are entitled to be registered as holder of the shares, their ability to vote and dispose of these shares is qualified accordingly.	1,282,058,538 ordinary shares	1,282,058,538

5. as a result of being the registered holder of the shares;

6. pursuant to on-market purchases of shares, settlement of which has not yet occurred (Unsettled Trades); or

7. pursuant to acceptances of the Takeover Offer, settlement of which has not yet occurred (Unsettled Acceptances).

8. Changes in association

   The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

   Name and ACN/ARSN (if applicable)	Nature of association
   N/A	N/A

9. Addresses

The addresses of persons named in this form are as follows:

Name				Address
The Todd Group Company Limited	and	Head	Trust	Level 15 The Todd Building, 95 Customhouse Quay, Wellington, 6011, New Zealand

Signature

print name Christopher Robert Banks capacity Company Secretary

sign here date 03/06/2016

This is Annexure A of 3 pages referred to in Form 604 (Notice of change of interests of substantial holder)

Signature:

Name: Chris Banks, Company Secretary

Date: 3 June 2016

Subsidiaries of The Todd Corporation Limited

Ara New Zealand Limited	Titanium Park Development Limited
Ara Vineyards Limited	Todd Bros. Limited
Ara Wines Limited	Todd Capital Limited
Ara Wines USA Limited	Todd Carbon Limited
Ara Wines USA LLC	Todd Central Limited
Balla One (Investments) Pty Limited	Todd Energy Canada Limited
Balla Two (Mining) Pty Limited	Todd Energy Limited
CM Platform Limited	Todd Energy International Pty Limited
Courtenay Nominees Limited	Todd Energy International Limited
Eagle Pharmaceutical Pty Limited	Todd Exploration Limited
Crest Energy Limited	Todd Family Office Limited
Crest Energy Kaipara Limited	Todd Industries Limited
Crest Energy Kaipara Limited	Todd International Investments Limited
Greenridge (Toowoomba) Pty Limited	Todd Land Holdings Limited
Greenridge Botanicals (Australia) Pty Limited	Todd LC Holdings Limited
GXL Royalties Limited	Todd LHS Limited
Health Distributors Australia Pty Limited	Todd Maari Limited
Heriot Nominees Limited	Todd Management Services Limited
Hydroco Limited	Todd Minerals Limited
Integria Healthcare (Australia) Pty Limited	Todd Minerals & Coal Pty Limited
Integria Healthcare (Ballina) Pty Limited	Todd Offshore Limited

Integria Healthcare (New Zealand) Limited	Todd Oil & Gas Holdings Limited
Integria Healthcare (US) Inc	Todd Petroleum Australia Limited
Integria Healthcare (Warwick) Pty Limited	Todd Petroleum Mining Company Limited
Integria Healthcare Limited	Todd Pohokura Limited
Kapiti Coast Airport Holdings Limited	Todd Property Albany Development Limited
Life - Span Australia Pty Limited	Todd Property Flat Bush Limited
Life - Span Health Supplies Limited	Todd Property Group Limited
LLD Limited	Todd Property Napier Hill Limited
Long Bay Communities Limited	Todd Property Pegasus Town Limited
Long Bay Farming Limited	Todd Property Pegasus Development Limited
Malborough Wine Group Limited	Todd Property Pegasus Town Services Limited
Marokopa Drilling Limited	Todd Property Stonefields Apartments Limited
Mediherb Pty Limited	Todd Property Albany Development Limited
Mediherb SA	Todd Property USA Limited
Natures Remedy Australia Pty Limited	Todd Property LLC
Ngunguru Coastal Holdings Limited	Paragon Pacific LLC
Ngunguru Coastal Investments Limited	Todd Property Kansas City LLC
Nova Energy Limited	Bay Area Revitalization Associates LLC
Nutrimedicine Pty Limited	Todd Services Limited
OK Pharmaceuticals Limited	Todd Shipping Limited
Okura Holdings Limited	Todd Sisson (NZ) Limited
Phyto Pharmaceuticals Pty Limited	Todd Sisson General Partnership
Phytomedicine Pty Limited	Todd Sisson Limited Partnership
QLD Life-Span Therapeutic Supplies Pty Limited	Todd Tasman Oil Limited
Red 8 Limited	Todd Technologies Limited