Notice of Annual General Meeting

Annual General Meeting to be held at:

Crowne Plaza, Level 15, Hindmarsh Room 3 16 Hindmarsh Square, Adelaide SA

on Friday, 27 November 2015 at 10.00 am (Adelaide time)

FLINDERS MINES LIMITED ABN 46 091 118 044

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]

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the shareholders of Flinders Mines Limited (the Company) will be convened at 10.00 am on Friday, 27 November 2015, at Crowne Plaza, Level 15, Hindmarsh Room 3,

16 Hindmarsh Square, Adelaide SA, to consider and if thought fit, pass the following resolutions.

If you are unable to attend the meeting, we encourage you to complete and return the enclosed proxy form. The completed proxy form must be received by the Company at least 48 hours before the commencement of the meeting.

AGENDA

ORDINARY BUSINESS

Annual Financial Report

To receive and consider the Company's financial statements and reports of the directors and the independent auditor for the year ended 30 June 2015.

The Annual Report incorporating the financial statements is available at: www.flindersmines.com/Investors/reports.aspx

RESOLUTION 1 - Adoption of the Remuneration Report

To consider, and if thought fit, pass the following non-binding resolution as an ordinary resolution:

'That the remuneration report required by section 300A of the Corporations Act 2001 (Cth), as contained in the Company's directors' report for the year ended 30 June 2015 be adopted.'

Voting exclusion

In accordance with the Corporations Act 2001 (Cth) (Corporations Act), a vote must not be cast on this resolution in any capacity (and will be taken not to have been cast if cast contrary to this restriction) by or on behalf of a member of the key management personnel, details of whose remuneration are included in the Remuneration Report, and any closely related party of such a member. However, such a member or any closely related party of such a member may cast a vote as a proxy if the vote is not cast on behalf of a person described above and either:

• the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the resolution;

  
  

• the person is the chair of the meeting at which the resolution is voted on and the appointment of the chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorizes the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel.

  Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

  
  

  RESOLUTION 2 - Re-election of Mr Ewan Vickery as a Director

  To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

  
  

  'That Mr Ewan Vickery, being a Director of the Company who retires by rotation in accordance with the Company's Constitution, and being eligible, is re-elected as a Director of the Company.'

  
  

  A summary of Mr Vickery's experience is set out in the Explanatory Statement accompanying this Notice.

  
  

  SPECIAL BUSINESS

  
  

  
  

  RESOLUTION 3 - Ratification of a previous issue of shares

  To consider, and if thought fit, pass the following resolution as an ordinary resolution:

  
  

  'That approval be given for the purpose of ASX Listing Rule 7.4 and for all other purposes, for the issue of 313,333,334 fully paid ordinary shares at $0.015 per fully paid ordinary share on 25 November 2014.'

  
  

  Voting exclusion

  The Company will disregard any votes cast in relation to this resolution by or on behalf of a person who participated in the issue and any associate of those persons. However, in respect of this resolution, the Company need not disregard a vote if:

• it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the chairman of the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

OTHER BUSINESS

To transact any further business that may be lawfully brought forward.

Further information regarding the business to be transacted at the Annual General Meeting is set out in the accompanying explanatory statement.

Dated this 26th day of October 2015.

BY ORDER OF THE BOARD

Justin Nelson Company Secretary

EXPLANATORY STATEMENT

This explanatory statement accompanies and forms part of the Notice of Annual General Meeting dated

26 October 2015 (Notice) and has been prepared to provide shareholders with material information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting of the Company.

Amongst other things, this explanatory statement provides shareholders with the information required to be provided to shareholders by the Corporations Act and the ASX Listing Rules.

The explanatory statement sets out an explanation of each of the resolutions to be put to shareholders. Shareholders should read this explanatory statement carefully before determining how to vote in respect of the resolutions.

ANNUAL FINANCIAL REPORT

The first item of the Notice is to receive and consider the annual financial report for the Company for the year ended 30 June 2015, comprising the financial statements and notes, together with the directors' report and the auditor's report. No resolution is required in respect of this agenda item. However, it provides shareholders with the opportunity to ask questions of the Company's management and auditors in relation to the Company's results and operations for that financial year. The annual financial report may be found on the Company's website at: www.flindersmines.com/Investors/reports.aspx

RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT

In accordance with section 250R of the Corporations Act the Company submits to shareholders for consideration and adoption by way of a non-binding resolution its remuneration report for the year ended 30 June 2015. The remuneration report is a distinct section of the directors' report that deals with the remuneration of directors and KMP of the Company and can be located on pages 15 to 20 in the 2015 annual report and also on the Company's website.

Shareholders will be given reasonable opportunity at the meeting to discuss the report.

The directors recommend shareholders vote in favour of adopting the remuneration report.

RESOLUTION 2 - RE-ELECTION OF MR EWAN VICKERY AS A DIRECTOR

Under the Company's constitution, one third of the directors (excluding the managing director) must retire at the Annual General Meeting. The director will be eligible for re-election. The director required to retire under the above framework is Mr Ewan Vickery. Mr Vickery has indicated that he will offer himself for re-election by members at the meeting.

In accordance with clause 48 of the Company's constitution, Mr Vickery retires and being eligible, has offered himself for re-election. A brief summary of Mr Vickery's qualifications and experience follows.

Ewan John Vickery LL.B.

A director since June 2001, Mr Vickery is a corporate and business lawyer with over 40 years of experience in private practice in Adelaide. He has acted as an advisor to companies on a variety of corporate and business issues including capital and corporate restructuring, native title and land access issues, and as lead native title advisor and negotiator for numerous mining and petroleum companies.

He is a member of the Exploration Committee of the South Australian Chamber of Mines and Energy, the International Bar Association Section on Energy, Environment, Natural Resources and Infrastructure Law, the Australian Institute of Company Directors and is a past national president and Life Member of Australian Mining and Petroleum Law Association (AMPLA Limited).

Mr Vickery is also a non-executive director of ASX listed companies Maximus Resources Limited (since 2004) and Tychean Resources Limited (since 2013).

The board considers Mr Vickery to be an independent director.

The directors (except Mr Vickery, who abstains) recommend shareholders vote in favour of the re-election of Mr Vickery.