30 January 2020 ASX ANNOUNCEMENT Notice of Meeting for approval of the Proposed Transaction with BBIG Flinders Mines Limited (ASX:FMS) (Flinders) is pleased to announce the release of the attached notice of meeting, including an explanatory memorandum and independent expert's report (Notice of Meeting) in respect of an Extraordinary General Meeting (EGM) to consider the proposed transaction with BBI Group Pty Ltd (BBIG) to form an incorporated joint venture for the development of Flinders' Pilbara Iron Ore Project (PIOP), as announced on 28 November 2019 (Proposed Transaction). The Proposed Transaction represents the outcome of extensive commercial negotiations conducted by the Company’s independent PIOP Infrastructure Committee with BBIG to provide an infrastructure solution, facilitate the development of the PIOP and provide a pathway to market. Vote in favour of the Proposed Transaction The Independent Flinders Directors (Neil Warburton, The Hon. Cheryl Edwardes AM and James Gurry) unanimously recommend that Flinders shareholders vote in favour of the Proposed Transaction in the absence of a superior proposal. The Independent Flinders Directors appointed Grant Samuel as independent expert to consider and provide an opinion on the Proposed Transaction. The independent expert has concluded that the Proposed Transaction is fair and reasonable to non-associated Flinders shareholders, i.e. those shareholders other than TIO (NZ) Pty Ltd (TIO), Flinders’ largest shareholder and also a shareholder of BBIG. TIO will also be excluded from voting in favour of the Proposed Transaction. Ms Edwardes, Deputy Chair and Chair of Flinders’ PIOP Infrastructure Committee, said: “I am very pleased with the outcome of the negotiations with BBIG. I genuinely believe this is a very attractive deal for all shareholders. This puts us in a position where we can go mining and share in the potential upside of a major mining development.” Mr Gurry said: “I have scrutinised this deal with a firm eye on what is in the best interests of the minority shareholders. I believe this is a very good outcome for minorities, delivering the only feasible and realistic opportunity to go mining within an industry standard JV structure for introducing a larger well capitalised partner. The series of governance protocols in place to protect Flinders and its minority shareholders also provides reassurance. I think the transaction is fair based on the monetary value of what BBIG needs to contribute on our behalf and the fact Flinders shareholders can see this developed without having to provide their own project funding, barring limited circumstances.” Extraordinary General Meeting The EGM to consider the Proposed Transaction will be held at 10:00am WST on Tuesday, 3 March 2020 at the Theatrette Room, Level 2, QV1 Building, 250 St Georges Terrace, Perth WA 6000. All eligible Flinders shareholders are encouraged to vote by completing and lodging the proxy form that accompanies the Notice of Meeting or alternatively by attending and voting at the EGM in person. The proxy form will be included in the Notice of Meeting despatched to shareholders via their nominated communication means. For shareholders wishing to complete a proxy form online through InvestorVote, this site will be live from 2.00pm WST today, 30 January 2020. Flinders Mines Limited 45 Ventnor Avenue Phone +61 9389 4444 ABN 46 091 118 044 West Perth Facsimile +61 8 9389 4400 Western Australia 6005 www.flindersmines.com The Notice of Meeting is an important document that Flinders shareholders should read in its entirety before voting. For proxy votes to be considered, they must be received by 10:00am WST on Sunday, 1 March 2020. The results of the resolution to be put to shareholders at the EGM will be available shortly after the EGM's conclusion and released to the ASX. Additional information and shareholder engagement If after reading the Notice of Meeting you have any questions in relation to the Proposed Transaction or the Notice of Meeting, you are encouraged to submit your questions to Flinders’ information email address, [email protected]. The Company will attempt to respond as soon as possible. In addition, Flinders will be engaging with shareholders to explain the Proposed Transaction and answer shareholder queries. A Presentation follows this announcement and a corporate video of the Presentation, explaining the Proposed Transaction is available from the Investor/Company Presentations section of the Company’s website at www.flindersmines.com. The Management and Independent Directors of the Company are also planning to hold a series of briefings in Perth, Adelaide, Melbourne, Sydney and Brisbane beginning mid February 2020. Full details of the schedule and an invitation for shareholders to attend will be posted on the ASX market announcements platform. Shareholders are urged to monitor Flinders’ ASX announcements for the invitation and are encouraged to attend. Authorised by the Independent Directors of Flinders Mines Limited For further information please contact: Investors and Shareholders Media David McAdam Michael Weir CEO – 0407 708 875 Citadel-MAGNUS - 0402 347 032 Flinders Mines Limited Page 2 NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY MEMORANDUM Flinders Mines Limited ABN 46 091 118 044 The Independent Flinders Directors unanimously recommend that Flinders Shareholders VOTE IN FAVOUR of the Proposed Transaction at the Extraordinary General Meeting, in the absence of a superior proposal. The Extraordinary General Meeting is to be held at 10.00am (WST) on Tuesday, 3 March 2020 at the Theatrette Room, QV1 Building, Level 2, 250 St Georges Terrace, Perth, WA 6000 The Independent Expert has concluded that the Proposed Transaction is fair and reasonable to non-associated Flinders Shareholders Financial adviser to Flinders Legal adviser to Flinders IMPORTANT INFORMATION Important Notice IMPORTANT INFORMATION This Notice of Meeting, Explanatory Memorandum, Independent Expert's Report and proxy form are all important documents and require your immediate attention. They should be read carefully in their entirety before you make a decision on how to vote at the Extraordinary General Meeting. If you are in any doubt as to what you should do, please consult your financial or other professional adviser. PURPOSE OF THIS EXPLANATORY MEMORANDUM This Explanatory Memorandum, which forms part of the Notice of Meeting, contains an explanation of, and information about, the Proposed Transaction to be considered at the Extraordinary General Meeting of Flinders to be held on Tuesday, 3 March 2020. It is given to Flinders Shareholders to provide them with information that the Independent Flinders Directors believe to be material to Flinders Shareholders in deciding whether and how to vote on the Resolution. This Explanatory Memorandum is required by the Corporations Act in relation to the Proposed Transaction. Flinders Shareholders should read this Explanatory Memorandum in full because individual sections do not give a comprehensive review of the Proposed Transaction. If you are in doubt about what to do in relation to the Proposed Transaction, you should consult your financial or other professional adviser. This Explanatory Memorandum does not take into account the individual investment objectives, financial situation and needs of individual Flinders Shareholders or any other person. Accordingly, it should not be relied on solely in determining how to vote on the Resolution. Flinders is not licensed to provide financial product advice in relation to Flinders Shares or any other financial products. INVESTMENT DECISIONS AND FORWARD LOOKING STATEMENTS This Explanatory Memorandum contains forward looking statements which have been based on current expectations about future events. These forward looking statements are, however, subject to risks, uncertainties and assumptions that could cause actual results to differ materially from the expectations described in such forward looking statements. These factors include matters not yet known to Flinders or not currently considered by Flinders to be material. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement. None of Flinders, nor any of their respective officers or any person named in this Explanatory Memorandum or involved in its preparation makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, and Flinders Shareholders are cautioned not to place reliance on those statements. The forward looking statements in this Explanatory Memorandum reflect views held only as at the date of this Explanatory Memorandum. Subject to any obligations under law or the Listing Rules, Flinders has no obligation to disseminate, after the date of this Explanatory Memorandum, any updates or revisions to any forward looking statements to reflect any change in expectation in relation to those statements or any change in events, conditions or circumstances on which any such statement is based. NOTICE TO PERSONS OUTSIDE AUSTRALIA This Explanatory Memorandum has been prepared in accordance with Australian laws, disclosure requirements and accounting standards. These laws, disclosure requirements and accounting standards may be different to those in other countries. DISCLAIMER No person is authorised to give any information or make any