Second Supplementary Bidder's Statement

This document is a supplementary bidder's statement under section 643 of the Corporations Act 2001 (Cth). It is the second supplementary bidder's statement (Second Supplementary Bidder's Statement) issued by TIO (NZ) Limited (New Zealand Company No. 3744171) (TIO) in relation to its unconditional off-market takeover bid for all the fully paid ordinary shares in Flinders Mines Limited ACN 091 118 044 (Flinders). This Second Supplementary Bidder's Statement supplements, and should be read together with, TIO's first supplementary bidder's statement dated 9 May 2016 and TIO's bidder's statement dated 17 March 2016 (Original Bidder's Statement).

Unless the context otherwise requires, terms defined in the Original Bidder's Statement have the same meaning as in this Second Supplementary Bidder's Statement. A copy of this Second Supplementary Bidder's Statement has been lodged with ASIC. Neither ASIC nor any of its officers take any responsibility for its contents.

Attached is a release which responds to certain unfounded speculation in relation to TIO's takeover bid for Flinders.

If you have any questions about the Offer, please call the Offer Information Line on 1300 782 998 (toll-free within Australia) or + 61 3 9415 4197 (from outside Australia).

Signed for and on behalf of TIO (NZ) Limited following a resolution of the directors of TIO (NZ) Limited.

Australian legal adviser to TIO (NZ) Limited

9 June 2016

TIO CORRECTS UNFOUNDED SPECULATION

TIO (NZ) Limited (TIO) has become aware of speculation that, shortly after the close of its takeover bid for Flinders Mines Limited (Flinders), it intends to undertake a further process to acquire any remaining shares in Flinders (Flinders Shares) by way of a scheme of arrangement, further takeover bid or similar mechanism, at a higher offer price than the current offer price of 2.5 cents per Flinders Share (Further Process).

TIO would like Flinders' shareholders to know that this speculation is untrue and that it has no intentions for any Further Process.

In addition, as previously announced, TIO would like to remind Flinders' shareholders that the current offer price of 2.5 cents per Flinders Share is best and final and will not be increased, in the absence of an alternative proposal or competing proposal from a third party.

If Flinders shareholders have any further questions about TIO's offer, they can call the Offer Information Line on 1300 782 998 (toll-free within Australia) or + 61 3 9415 4197 (from outside Australia).

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