Jupiter Mines
Annual Report 2011

Plain-text annual report

JUPITER MINES LIMITEDABN 51 105 991 740 Suite 3, Level 42, 108 St Georges Terrace, Perth, WA, 6000 Ph: 08 9346 5500 Fax: 08 9481 5933 Email: info@jupitermines.com 29th September 2011 The Manager Company Announcements Office Australian Stock Exchange Limited Level 4, 20 Bridge Street SYDNEY NSW 2000 Via ASX Online RE: Annual Report 2011 Please find attached the Annual Report for Jupiter Mines Limited for the year ending 30th June 2011. For and on behalf of the Directors of Jupiter Mines Limited. Matt Finkelstein Company Secretary & CFO Jupiter Mines Limited annual report 2011 Jupiter Mines Limited corporate Directory Jupiter Mines Limited shares are listed on the Australian Securities Exchange (ASX). The ASX code is JMS. Directors Brian Gilbertson (Non-executive Chairman) Paul Murray (Non-executive Director) Priyank Thapliyal (Non-executive Director) Mr Sun Moon Woo (Non-executive Director) Andrew Bell (Non-executive Director) Richard Mehan (Managing Director and Chief Executive Officer) eXecUtiVes Greg Durack Chief Operating Officer Matt Finkelstein Company Secretary and Chief Financial Officer Principal Office Suite 3, Level 42 108 St Georges Terrace Perth WA 6000 Telephone: (08) 9346 5500 (08) 9481 5933 Facsimile: info@jupitermines.com Email: Share Registry Link Market Services Ground Floor, 178 St Georges Terrace Perth WA 6000 Telephone: 1300 554 474 (02) 9287 0303 Fax: registrars@linkmarketservices.com.au Email: www.linkmarketservices.com.au Website: Independent Auditors Grant Thornton Level 1, 10 Kings Park Road West Perth WA 6005 Telephone: (08) 9480 2000 (08) 9322 7787 Facsimile: admin@gtwa.com.au Email: www.grantthornton.com.au Website: www.jupitermines.com annual report 2011 JUPITER MINES LIMITED CONTENTS Chairman’s Letter Review of Operations Corporate Governance Statement Directors’ Report Auditor’s Independence Declaration Statement of Comprehensive Income Statement of Financial Position Statement of Changes in Equity Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Independent Audit Report Additional Information for Listed Companies 2 4 16 20 34 35 36 37 38 39 85 86 89 1 JUPITER MINES LIMITED annual report 2011 CHAIRMANS LETTER Dear Shareholders, I am pleased to present this review of the activities of the company during the financial year ended 30th June 2011. The past year continued our strong focus on implementing the steel feed strategy, with construction commencing on the Tshipi Manganese Project, feasibility studies on the Central Yilgarn Iron Projects underway, and further key management appointments at the Company. I was re-elected as Chairman on October 8th 2010. On May 9th 2011 Richard Mehan joined the Company as Managing Director and Chief Executive Officer. Richard previously worked in a number of senior mining roles including President & Chief Executive Officer Asia Pacific for Cliffs Natural Resources and Managing Director of Portman Ltd. On the same day Greg Durack assumed the position of Chief Operating Officer. On June 15th 2011 Matt Finkelstein joined as the Company’s Chief Financial Officer and Company Secretary. On July 6th 2010 a notice of meeting for an EGM in relation to the Tshipi transaction was advised and an independent experts report released. Mining rights were granted to Tshipi on September 6th 2010 and, on October 29th 2010 the Tshipi transaction was completed. Approval to commence project construction was given on February 7th 2011 and development is now underway. Manganese ore is scheduled to be available for shipment in the second half of 2012. The Company has been very active in progressing the Central Yilgarn Iron Projects (CYIP). An 11000 meter drill program was undertaken during the year to test the Mount Ida magnetite exploration target. As announced the drilling program resulted in a maiden inferred resource of 530 million tonnes at 31.94% Fe in the projects central zone. Scoping studies were then undertaken on both the Mount Ida magnetite project and the Mount Mason DSO hematite project both of which delivered robust economic outcomes. Your Board subsequently approved the undertaking of Definitive Feasibility Studies (DFS) on both projects, and major study consultants were appointed in July, 2011. 2 annual report 2011 JUPITER MINES LIMITED Capital raisings at end January and in April raised A$150 million to fund Jupiter’s share of Tshipi construction costs and the CYIP feasibility studies. The aggressive development program is focussed on a very busy year ahead, targetting production from the Tshipi project, completion of the Mount Mason DFS and significant progress on the Mount Ida DFS. We will continue to make appropriate additions to the Jupiter management team to support these initiatives and I look forward to providing shareholders with updated information on progress during the year ahead. Yours Faithfully Jupiter Mines Limited Brian P Gilbertson Chairman 3 JUPITER MINES LIMITED annual report 2011 REVIEW OF OPERATIONS Jupiter Mines Limited (“Jupiter” or the “Company”) continued to focus on the development of its iron and manganese projects in pursuit of its long term Steel Feed Corporation (“SFC”) strategy. Significant progress was achieved during the year across the Company’s major project areas in Australia, at the Central Yilgarn Iron Project (“CYIP”) and in South Africa at the Tshipi Kalahari Manganese Project (“Tshipi Project”). Following success in these core projects, Jupiter is set to evolve from an exploration company to a mine development and producing entity. CENTRAL YILGARN IRON PROJECT Mount Ida and Mount Mason The Central Yilgarn Iron Project (“CYIP”) area is located 130km by road northwest of the town of Menzies, where an iron ore storage and load out facility is planned to access the Brookfield Rail Leonora to Kalgoorlie railway line and the Port of Esperance for export (Figure 1). Jupiter’s CYIP will have reduced capital expenditure requirements compared to a greenfields development as a result of being able to access an existing railway and port. Capital contributions will be required to utilise and upgrade the existing infrastructure. Figure 1 - Central Yilgarn Iron Project Location Map Jupiter substantially progressed the CYIP during the year with testing on the Mount Ida central zone delivering a maiden inferred resource of 530 million tonnes at 31.94% Fe. Scoping Studies were completed on both the Mount Ida Magnetite Project and the Mount Mason DSO Hematite Project by ProMet Engineers (ProMet), with both studies demonstrating financially robust projects. The Jupiter Board subsequently approved the undertaking of feasibility studies for each project, to be run in parallel. Approximately 90,000 metres of drilling (RC 79,000 metres and diamond 11,000 metres) will be required to complete the studies. The drilling programme is scheduled to run over 12 months and is due to be completed by July 2012. 4 annual report 2011 JUPITER MINES LIMITED A forty man exploration camp was constructed in April 2011 as well as a core and sample handling shed to facilitate the program. Drilling contracts were awarded, and a total of five drill rigs commenced mobilising to site in mid May 2011. As at 30 June 2011 8,403 meters have been drilled (RC 6,446 metres and diamond 1,957 metres). Major consultants for the feasibility studies were evaluated and selected during the September 2011 quarter. The targeted completion timeline of the Mount Mason and Mount Ida feasibility studies are the March and December quarters of 2012 respectively. Figure 2 - Camp Cassini Dry Mess Open Deck MOUNT IDA MAGNETITE PROJECT Figure 3 - Core and Sample Shed The flagship Mount Ida Magnetite Project has the potential to be a world class magnetite project with substantial life of project creating significant positive cash flows further establishing Jupiter in the Central Yilgarn region. In the second half of 2010 an 11,898 metre RC drill program was completed. The program targeted the Central Zone within the conceptual exploration target of 1.1-1.3 billion tonnes of magnetite with an expected grade of between 30 to 40% Fe. The potential quantity and grade of the Mount Ida project is conceptual in nature and there has been insufficient drilling to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource. 5 JUPITER MINES LIMITED annual report 2011 REVIEW OF OPERATIONS The drill program was completed mid December 2010, with the initial maiden inferred resource of 530 million tonnes at 31.94% Fe announced to the market on 19 January 2011. This initial resource exceeded expectations; the geological model previously indicating approximately 400 million tonnes would likely be delivered from the Central Zone. Given the Central Zone represents only 30% of the magnetite mineralization strike length of the exploration target, there is significant potential for Mount Ida to be a substantial magnetite project. Figure 4 - Mount Ida Inferred Mineral Resource (Central Zone) Jupiter further announced on the 18 March 2011 that a Scoping Study on Mount Ida had been completed by ProMet Engineers Pty Ltd (“ProMet”). The Scoping Study, which was based on the Mount Ida inferred resource of 530 million tonnes, indicated a financially robust magnetite operation. The Scoping Study assumed an open pit contract mining operation extracting 25mtpa run of mine (ROM) ore to produce 10mtpa of high grade magnetite concentrate, with an iron grade in excess of 68% Fe, a silica content of 4.5% and very low levels of impurities (sulphur, phosphorous and alumina). An average 43.4% weight recovery was calculated based on test work already completed. The Base Case for the Scoping Study assumed that the magnetite concentrate would be railed from Mount Ida to a site south of Menzies where the concentrate would be dewatered, filtered and loaded onto trains for transportation to the Port of Esperance. This Base Case scenario further assumed that power would be provided out of Menzies by a third party utilising gas as the prime power source. Given the high grade and quality of the concentrate, Jupiter anticipates the concentrate would achieve a premium to benchmark iron ore prices. The Scoping Study, based on the above assumptions, estimated capital costs of the project to be $1,583 million and cash operating costs of $62.78 per tonne of magnetite concentrate produced. Using 100% equity financing, ignoring taxation, and assuming a concentrate value of US$110 per tonne and a 5% concentrate royalty, the Project generates an NPV of $1,685 million @ an 8% pa discount rate, and an IRR of 19.8% pa. Work is currently underway to complete a definitive feasibility study which will further examine the Base Case used in the Scoping Study and other optimising scenarios. Drill rigs have been mobilised to site and RC and Diamond drilling totalling approximately 90,000 metres is underway. The initial focus of the drill programs will be to bring the current inferred resources in the Central Zone into measured and indicated status. Further exploration drilling will also be undertaken testing the northern and southern extents of the Mount Ida Banded Iron Formation (BIF) system with the objective of substantially increasing the Mount Ida magnetite inferred resource base. Consultants have been commissioned to work with the owners’ team on the major components of the feasibility study. SRK Consulting will undertake the key components related to geology, resources, mining and hydrology, ProMet the metallurgy, process design and non-process infrastructure, and Keith Lindbeck, the environmental and permitting requirements. The feasibility study is scheduled to be finalised at the end of 2012. 6 annual report 2011 JUPITER MINES LIMITED Figure 5 - RC drill rig at Mount Ida Central Zone MOUNT MASON DSO HEMATITE PROJECT Jupiter is the 100% owner of the Mount Mason high-grade hematite resource (DSO) which forms part of the Company’s CYIP in Western Australia (refer to Figure 1). Jupiter announced on 12 May 2011 that a Scoping Study on Mount Mason had been completed by ProMet. The Scoping Study was based on the 2009 inferred resources of 5.75 million tonnes at 59.9% Fe, 3.5% Al2O3, 7.4% SiO2, 0.064% P and 3.0% LOI using a 55% Fe cut-off grade. Based on a 1.5 mtpa production rate, the study confirmed a financially robust DSO operation giving a project with less than 1 year payback, 70% internal rate of return and A$80 million free cash flow generation potential. The Scoping Study analysed two options available in terms of self-owning or contract mining, crushing and screening and haulage to rail facilities as outlined in Table 1. Options Capital Costs A$m Operating Costs A$/t FOB NPV @ 8% A$m IRR % Option 1 – Jupiter owning and operating the crushing and screening plant, with contract mining and haulage to rail at Menzies 75.82 51.08 109.3 78 Option 2 – Mining, crushing and screening, and haulage to rail at Menzies, all done on a contract basis 65.20 55.03 100.2 74 Table 1 - Mount Mason Development Options 7 JUPITER MINES LIMITED annual report 2011 REVIEW OF OPERATIONS Figure 6 - Diamond drill rig at Mount Mason Drilling has been completed at Mount Mason and the feasibility study has commenced which will run concurrently with the Mount Ida feasibility study using the same Consultants. It is expected to be completed in early 2012. TSHIPI KALAHARI MANGANESE PROJECT Following shareholding approval at the EGM held on the 12 August 2010, Jupiter announced on the 8 November 2010 completion of the 49.9% acquisition of Tshipi é Ntle Manganese Mining (Pty) Ltd (“Tshipi”) (“The Tshipi Transaction”). Tshipi owns two manganese projects located in the South African region of the Kalahari. Under the terms of the acquisition, Jupiter issued 1,160,363,867 restricted ordinary shares at a price of 21.10 c/share (based on the 30 day volume weighted average price of Jupiter shares prior to completion of The Tshipi Transaction) in exchange for 49.9% of the equity of Tshipi. The Tshipi project is on track to become the market’s next major open pit manganese ore producer. The shareholding structure upon completion of the Tshipi Transaction is shown in Figure 7. Jupiter Mines Limited Tshipi Borwa Tshipi Bokone Figure 7 - The Tshipi Project Shareholding Structure 8 annual report 2011 JUPITER MINES LIMITED The Tshipi flagship project is the Tshipi Borwa Mine which is presently being developed as a new stand alone open-pit manganese mine. The Tshipi Borwa Mine is located in the southern portion of the Kalahari Manganese Field, the largest manganese bearing geological formation in the world. The Tshipi Bokone Project is an exploration property located in the northern portion of the Kalahari Manganese Field. The Tshipi Borwa Mine is located adjacent to the Mamatwan mine which is majority owned and operated by BHP Billiton. The Project will mine the ore body that is contiguous to, and a direct extension of, the Mamatwan ore body which has been mined for over 45 years. As such the Tshipi Borwa Mine is expected to produce an identical product that has been tried and tested in the global manganese markets. TSHIPI BORWA MINE During 2008 and 2009 Tshipi carried out a comprehensive drilling campaign which was the basis for the completion of a feasibility study. Tshipi feasibility study indicated the viability of an open cut mining operation that is expected to produce approximately 2.5 million tonnes per annum of lumpy product over 28 years, utilising 62 million tonnes of the 163 million tonnes Mineral Resource estimate (see Table 2). These mineral resources are compliant with the South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (“the SAMREC Code (2007)”), and the Australian JORC Code (“JORC”). Deposit Indicated Inferred Total (Indicated and Inferred) Million tonnes % Mn Million tonnes % Mn Million tonnes % Mn Zone M Zone C Zone N Altered Total 22.69 22.95 12.83 3.35 61.82 37.95 36.68 36.67 35.35 37.07 39.64 40.61 20.73 0.43 101.41 37.87 37.01 35.98 31.41 37.11 62.33 63.56 33.56 3.78 163.23 37.90 36.89 36.25 34.90 37.10 Table 2 - Mineral Resources for The Tshipi Project as at July 2009 (excluding Top Cut) On the 10 November 2010 Jupiter announced that SRK Consultants have undertaken a detailed assessment of the “Top- Cut” which is a 17m thick manganese layer that occurs directly above the geological sequence on which Tshipi has based its feasibility study on (the 163mt @ 37% as indicated in defined in Table 3). The Top-Cut consists of three separate manganese layers (the X, Y and Z zones) which sampled lower grades than the lower layers (the M, C and N zones). The X and Z zones of the Top-Cut have been estimated to contain 145mt of manganese ore at a 31.75% grade and these resources are in addition to the “Feasibility Study” mineral resource estimate of 163 million tonnes at 37.1% manganese. The Top-Cut is compliant with both the SAMREC Code (2007) and JORC. It may be feasible to upgrade the Top-Cut through selective mining and/or post mining processing in order to produce a saleable product. The potential sale of the Top-Cut material will result in a direct reduction in the Tshipi Borwa stripping ratio and a reduction of the fixed costs per tonne of ore mined. 9 JUPITER MINES LIMITED annual report 2011 REVIEW OF OPERATIONS Classification Zone Tonnes (million) Manganese % Indicated Indicated Total Inferred Inferred Total Indicated & Inferred Indicated & Inferred Grand Total X Z X Z X Z 25 14 39 78 28 106 103 42 145 Table 3 - Top Cut Mineral Resource Statement 33.03 33.41 33.17 30.90 31.29 31.00 31.41 32.01 31.58 Iron % 4.62 6.01 5.13 4.82 6.09 5.15 4.77 6.06 5.14 Loss on Ignition % Relative Density 20.19 19.50 19.94 20.78 19.01 20.32 20.64 19.17 20.22 3.56 3.57 3.56 3.53 3.62 3.55 3.54 3.60 3.56 Jupiter announced on the 7 February 2011 that Board approval had been received to commence the construction of the Tshipi Borwa Mine at a production capacity of 2.4 mtpa of direct shippable manganese ore. The design of the mine and associated surface infrastructure (including the crushing and screening plant, the load out station and the rail siding) have been finalised. The capital expenditure for the project is expected to be ZAR 1,728 million ($237 million) which includes a contingency of ZAR 260 million ($36 million). Jupiter is fully funded to contribute their 49.9% share of the Tshipi Project capital expenditure of ZAR 734 million ($100 million) (excluding contingency). Development of the mine has commenced and activities include initial clearing, fencing of the project area, soil compacting and road development, with rock and water necessary for the construction being sourced from a neighbouring mine in the area. The Tshipi Project has also awarded final contracts with major suppliers for the bulk earth works, rail siding construction, plant construction and crusher fabrication. The preferred mining contractor has been identified and negotiations are continuing to sign off on a final contract in order to commence pre-stripping. Discussions similarly continue with Transnet, the state owned rail network operator, to secure rail allocation to Port Elizabeth. Figure 8 - Impact soil compaction Figure 9 - Site preparation It is anticipated that upon reaching a steady state production rate, the Tshipi Project will be a lowest cost quartile producer and that first production will be in the second half of 2012. 10 annual report 2011 JUPITER MINES LIMITED NON-CORE PROJECTS With Jupiter focused on delivering its SFC Strategy, no activity was undertaken on its non-core assets including gold, base projects during the period. The gold and base metal projects are in the process of being divested. Mount Alfred No further exploration activities were undertaken on the Mount Alfred Project during the year. Oakover Manganese Project Jupiter’s Oakover Manganese Project tenement covers 890 km² over five granted Exploration Licences in the East Pilbara region of Western Australia. (Figure 10) Figure 10 - Oakover Manganese Project Location Map 11 JUPITER MINES LIMITED annual report 2011 REVIEW OF OPERATIONS A 1,690m RC drilling program was completed during the year whereby high grade Mn intercepts were returned from the mineralisation at shallow depths, with assay results of up to 40.7% Mn encountered at shallow depths. Upon completion of the RC drilling, assays on 852 samples were undertaken with 24 significant intercepts of over 15% Mn encountered in 19 holes. Hole Number Prospect Easting Northing From To Interval Mn% Including Fe% P% LOI1000% 10OKRC004 10OKRC005 10OKRC006 10OKRS007 10OKRC011 10OKRC032 10OKRC033 10OKRC046 10OKRC053 10OKRC068 10OKRC069 10OKRC070 10OKRC074 10OKRC078 10OKRC081 10OKRC082 10OKRC084 10OKRC086 C12 C12 C12 C12 C12 C12 C12 C11 C11 C11 C11 C11 C11 C11 C11 C11 C11 C11 274752 7643357 274770 7643404 274789 7643339 274832 7643317 274891 7643293 275222 7643144 275257 7643177 276570 7644080 277058 7643516 277058 7643578 277093 7643608 277017 7643473 277051 7643507 277128 7643583 277070 7643369 277116 7643422 277063 7643314 277141 7643378 10OKRC087 C11 277190 7643408 0 0 0 0 0 5 0 14 25 21 10 0 26 18 21 1 7 15 20 0 13 6 20 0 9 3 5 7 9 12 11 6 23 33 24 17 15 29 32 25 3 9 17 22 4 19 12 23 3 12 Table 4 - Oakover Significant Intercepts Prospects C11 and C12 3 5 7 9 6 6 9 8 3 7 15 3 14 4 2 2 2 2 4 6 6 3 3 3 21.90 1m @ 31.40 5.45 0.008 8.19 15.84 1m @ 29.40 21.67 0.020 11.93 15.47 1m @ 27.00 7.87 0.009 15.88 3m @ 23.27 15.22 0.019 12 17.58 3m @ 27.32 13.62 0.010 28.67 2m @ 32.10 26.34 0.014 26.79 3m @ 34.07 25.03 0.025 7.62 8.81 8.64 11.72 11.40 16.33 1m @ 40.70 22.64 0.018 9.78 17.07 1m @ 25.90 30.22 0.022 15.70 1m @ 18.10 36.23 0.073 15.97 2m @ 21.40 34.30 0.050 10.66 11.15 10.97 19.70 4m @ 25.05 18.02 0.009 9.02 18.93 1m @ 26.00 34.47 0.018 18.21 3m @ 23.63 28.70 0.031 20.57 1m @ 29.00 23.67 0.019 11.48 10.99 10.06 27.92 1m @ 39.10 27.70 0.009 9.88 19.25 1m @ 19.85 29.15 0.011 10.04 18.00 1m @ 25.40 36.65 0.028 11..82 20.75 1m @ 27.50 30.72 0.019 16.92 1m @ 21.70 35.10 0.022 24.17 1m @ 26.10 27.37 0.007 16.12 1m @ 22.40 18.76 0.018 16.37 1m @ 18.60 19.58 0.023 10.75 10.68 10.95 9.68 9.41 22.78 1m @ 27.50 23.33 0.009 10.55 17.22 1m @ 27.80 24.72 0.009 7.78 Metallurgical test work from recent drilling on the C11 and C12 prospects was undertaken and designed to determine the potential for JORC compliant inferred resources. Encouraging results were received with the average results reported +35% Mn, <10% Si, 18% Fe and a yield of 38%. The results from this drilling and metallurgical program are very encouraging, confirming the presence of manganese rich horizons around Woodie Woodie’s high grade manganese deposits and elsewhere within the region. Jupiter will be reviewing its exploration program at Oakover for 2012. Tshipi Bokone Project The initial exploration program has been completed and preliminary assay results confirm the continuity of mineralisation. Jupiter has engaged the services of an independent geological consultant to conduct the mineral resource estimates. 12 annual report 2011 JUPITER MINES LIMITED SCHEDULE OF MINERAL TENEMENTS Lease Name Status Applied Date Grant Date Expiry Date Current Area Current Commitment Current Rent Holders E29/560-I E29/777 Mt Ida Mt Ida Granted 17/03/2004 8/09/2006 7/09/2011 56 Blocks $84,000.00 $14,322.00 Jupiter Mines Ltd. (100%) Granted 4/06/2010 15/02/2011 14/02/2016 35 Blocks $35,000.00 $4,238.85 Jupiter Mines Ltd. (100%) E29/581-I Mt Alfred Granted 3/03/2005 8/03/2006 7/03/2013 35 Blocks $70,000.00 $8,951.25 Broadgold Corporation (100%) E29/726 Mt Alfred Granted 19/03/2009 19/01/2010 18/01/2015 1 Blocks $10,000.00 $291.72 Jupiter Mines Ltd. (100%) M29/408-I Mt Mason Granted 6/02/2006 28/11/2007 27/11/2028 300 Ha $30,000.00 $4,785.00 Jupiter Mines Ltd. (100%) L29/78 Mt Ida Water License Granted 1/09/2009 24/06/2010 23/06/2031 6341 Ha $0.00 $2,790.04 Jupiter Mines Ltd. (100%) G29/21 General Purpose Granted 22/05/2009 23/03/2010 22/03/2031 95 Ha $0.00 $1,348.05 Jupiter Mines Ltd. (100%) L29/79 G37/36 Mt Ida Water License General Purpose - Graten Well Granted 12/01/2010 24/08/2010 23/08/2031 6886 Ha $0.00 $3,029.84 Jupiter Mines Ltd. (100%) Granted 3/08/2009 17/01/11 16/01/2032 358.62 Ha $0.00 $5,094.21 Jupiter Mines Ltd. (100%) L37/203 General Purpose Granted 3/05/2010 27/06/2011 26/06/2032 68952.89 Ha 0 2758.12 Jupiter Mines Ltd. (100%) E45/2638 Oakover Granted 21/04/2004 12/11/2008 11/11/2013 70 Blocks $70,000.00 $13,190.10 Jupiter Mines Ltd. (100%) E45/2639 Oakover Granted 21/04/2004 10/06/2009 9/06/2014 28 Blocks $28,000.00 $3,391.08 Jupiter Mines Ltd. (100%) E45/2640 Oakover Granted 21/04/2004 10/06/2009 9/06/2014 49 Blocks $49,000.00 $5,934.39 Jupiter Mines Ltd. (100%) E45/2641 Oakover Granted 21/04/2004 10/06/2009 9/06/2014 70 Blocks $70,000.00 $8,477.70 Jupiter Mines Ltd. (100%) E45/3547 Oakover Granted 28/10/2009 9/07/2010 8/07/2015 61 Blocks $61,000.00 $7,387.71 Jupiter Mines Ltd. (100%) E46/864 E46/888 South Woodie Woodie South Woodie Woodie Granted 22/10/2009 7/04/2011 6/04/2016 34 Blocks $34,000.00 4117.74 Jupiter Mines Ltd. (100%) Granted 3/02/2010 7/04/2011 6/04/2016 35 Blocks $35,000.00 4238.85 Jupiter Mines Ltd. (100%) P15/4358 Widgiemooltha Granted 25/01/2000 22/08/2000 21/08/2004 119 Ha $4,760.00 $274.89 Jupiter Mines Ltd. (100%) E15/625 Widgiemooltha Granted 28/10/1998 3/04/2000 2/04/2012 29 Blocks $87,000.00 $14,045.57 Jupiter Mines Ltd. (100%) E45/2964 Corunna Downs Granted 1/12/2006 18/07/2007 17/07/2012 42 Blocks $63,000.00 $7,914.06 Jupiter Mines Ltd. (100%) M45/552 Klondyke Granted 13/10/1992 19/01/1993 18/01/2014 9.713 Ha $10,000.00 $156.20 M45/668 Klondyke Granted 12/06/1995 29/12/1995 28/12/2016 240 Ha $24,000.00 $3,828.00 M45/669 Klondyke Granted 12/06/1995 29/12/1995 28/12/2016 120 Ha $12,000.00 $1,914.00 M45/670 Klondyke Granted 12/06/1995 29/12/1995 28/12/2016 120 Ha $12,000.00 $1,914.00 G29/22 Mt Ida Application 11/01/2011 L29/100 Mt Ida Application 11/01/2011 M29/414 Mt Ida Application 11/01/2011 E29/801 Mt Ida Application 1/11/2010 E46/891 Oakover Application 12/03/2010 E46/892 Oakover Application 12/03/2010 L29/99 General Purpose Application 12/11/2010 L29/81 General Purpose Application 13/05/2010 M15/1457 Widgiemooltha Application 22/03/2004 M15/1458 Widgiemooltha Application 22/03/2004 M15/1459 Widgiemooltha Application 22/03/2004 M15/1476 Widgiemooltha Application 15/07/2004 9634 Ha 775 Ha 6461 Ha 26 Blocks 28 Blocks 4 Blocks 64550.49 Ha 26020.34 Ha 913 Ha 819 Ha 996 Ha 119 Ha Jupiter Mines Ltd. (75%), Garry E. Mullan (25%) Jupiter Mines Ltd. (75%), Garry E. Mullan (25%) Jupiter Mines Ltd. (75%), Garry E. Mullan (25%) Jupiter Mines Ltd. (75%), Monika R. Sommersperger- Mullan (25%) Jupiter Mines Ltd. (100%) Jupiter Mines Ltd. (100%) Jupiter Mines Ltd. (100%) Jupiter Mines Ltd. (100%) Jupiter Mines Ltd. (100%) Jupiter Mines Ltd. (100%) Jupiter Mines Ltd. (100%) Jupiter Mines Ltd. (100%) Jupiter Mines Ltd. (100%) Jupiter Mines Ltd. (100%) Jupiter Mines Ltd. (100%) Jupiter Mines Ltd. (100%) 13 JUPITER MINES LIMITED annual report 2011 REVIEW OF OPERATIONS COMPETENT PERSON STATEMENT The information in this report that relates to Exploration and Mineral Resource Results is based on information compiled by the following people: Consultant Principle Geologist - V M Simposya The information in this report that relates to the Tshipi Borwa Project Mineral Resources is based on information compiled by Mr V M Simposya. Mr Simposya has a BSc (Geology), MSc (Mining Engineering), is a Partner and Principal Geologist with SRK and is registered Professional Natural Scientists (Geological Science) Pri. Sci. Nat. He is also a member with the South African Institute of Mining and Metallurgy (SAIMM). He is responsible for signing off Mineral Resources as a Competent Person for the SAMREC Code, the JORC Code and the NI 43-101 and has consulted extensively for various financial institutions. He has over 30 years’ experience in the mining industry with expertise in geological modelling and resource estimation. Senior Exploration Geologist - Michael O’Mara The information in this report that relates to the Mineral Resources of Mount Ida and Oakover is based on information compiled by Mr Michael O’Mara who is a Member of the Australian Institute of Geoscientists and a full- time employee of Jupiter Mines Limited. Mr Michael O’Mara has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Michael O’Mara consents to the inclusion in the announcement of the matters based on his information in the form and context in which it appears. Michael O’Mara holds the position of Senior Exploration Geologist with Jupiter Mines Limited. Mining Consultant - David Milton The information in this report that relates to the Mineral Resources of Mount Mason is based on information compiled by Mr David Milton, who is a Member of the Australian Institute of Mining and Metallurgy and a full time consultant with Jupiter mines. Mr David Milton has sufficient experience in the type of deposits under consideration and to the activities undertaken to qualify as a Competent Person as defined in the December 2004 Edition of the Australasian Code for reporting Exploration Results, Mineral Resources and Ore Reserves and consents to the inclusion in the report of the matters based on his information in the form and the context in which it appears. 14 {annual report 2011} JUPITER MINES LIMITED ANNUAL FINANCIAL REPORT for the year ended 30 June 2011 ABN 51 105 991 740 CONSOLIDATED ENTITY 15 JUPITER MINES LIMITED annual report 2011 CORPORATE GOVERNANCE STATEMENT The Board of Directors of Jupiter Mines Limited is committed to maintaining a high standard of corporate governance in accordance with the Australian Securities Exchange’s Corporate Governance Principles and Recommendations (ASX Principles and Recommendations). In reviewing the corporate governance structure of the Company, the Board is guided by the ASX Principles and Recommendations and Jupiter follows the ASX Principles and Recommendations to the extent that it is practicable. Set out below are the fundamental corporate governance practices of the Company. Principle 1: Lay Solid Foundations for Management and Oversight Role of the Board The Board’s role is to govern Jupiter rather than to manage it. In governing Jupiter, the Directors must act in the best interests of Jupiter as a whole. Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a Director of Jupiter; any candidate will confirm that they have the necessary time to devote to their Company Board position prior to appointment. In addition, Non-Executive Directors receive formal letters of appointment setting out the key terms, conditions and expectations of their appointment. Responsibilities of the Board In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of Jupiter. It is required to do all things that may be necessary to be done in order to carry out the objectives of Jupiter. The Board is responsible for governing Jupiter and for setting the strategic direction and has thereby established the functions reserved to the Board. Board responsibilities are set out in the Jupiter Board Charter. The Board operates an Audit Committee and a Remuneration & Nomination Committee to assist it in discharging its functions. The Board Charter and Committee Charters are available on the Jupiter website (under “Corporate Governance”). The Board generally holds meetings on a quarterly basis however additional meetings may be called as required. Directors’ attendance at meetings for the year is set out in the Director Report section of this Annual Report. In carrying out its governance role, the main task of the Board is to oversee the performance of Jupiter. The Board is committed to Jupiter’s compliance with all of its contractual, statutory and any other legal obligations, including the requirements of any regulatory body. Relationship with Management The Board has delegated responsibility for the day-to-day operations of Jupiter to senior executives as set out in the Board Charter. It is the role of senior executives to manage Jupiter in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties. Key management information is set out in the Director Report section of this Annual Report. Independent Professional Advice and Access to Company Information Each Director has the right of access to all Jupiter information and to Jupiter’s executives. Further, the Board collectively and each Director, subject to informing the Chairman, has the right to seek independent professional advice from a suitably qualified advisor, at Jupiter’s expense, to assist them to carry out their responsibilities. Where appropriate, a copy of this advice is to be made available to all other members of the Board. Performance Review/Evaluation Senior executive’s key performance indicators are set annually, with performance appraised by the Board, and reviewed in detail by the Remuneration & Nomination Committee at the end of the financial year. This process of performance evaluation was undertaken during the year as part of the senior executive’s remuneration review. Education and Induction New Directors undergo an induction process in which they are given a full briefing on Jupiter. Where possible, this will include meetings with key executives, and a due diligence package and presentations from management. 16 annual report 2011 JUPITER MINES LIMITED In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo continual professional development. Principle 2: Board Structure Composition of the Board and details of Directors Jupiter currently has six Directors at the date of this Annual Report. Mr Brian Gilbertson held the position of Non-Executive Chairman throughout the year. Mr Paul Murray and Mr Andrew Bell held the position of independent Non-Executive Directors. The remaining Directors Mr Priyank Thapliyal, and Mr Sun-Moon Woo are also Non-Executive Directors. Mr Richard Mehan was appointed Managing Director on 9 May 2011. The Company recognises the importance of Non-Executive Directors and the external perspective and advice that Non- Executive Directors can offer. It is the approach and attitude of each Non-Executive Director which determine independence and this must be considered in relation to each Director, while taking into account all other relevant factors. Determination of the independence of Directors is made with reference to the relationships affecting independent status as set out in the ASX Principles and Recommendations. Paul Murray and Andrew Bell are Independent Non-Executive Directors. However, the Board was not comprised of a majority of independent Directors throughout the 2011 year and as at the date of this Annual Report. The Chairman, Mr Brian Gilbertson is not independent as he is the Non-Executive Chairman of Pallinghurst Resources Limited (Pallinghurst) which is a major shareholder of the Company. Mr Priyank Thapliyal is also directly associated with Pallinghurst and therefore not independent. Mr Andrew Bell was previously not independent as he is Chairman of Red Rock Resources Plc which was a substantial shareholder of Jupiter, however Red Rock Resources Plc is no longer a substantial shareholder therefore Mr Andrew Bell is now considered independent. Mr Sun Moon Woo is directly associated with POSCO Australia Pty Ltd, also a substantial shareholder of Jupiter, and therefore not independent. Mr Richard Mehan in capacity of CEO and Managing Director is not considered independent. Further details about the current Directors skills, experience and period of office are set out in the Directors’ Report section of this Annual Report. Performance Review/Evaluation The Remuneration and Nomination Committee is responsible for the evaluation of the Board, committees and individual Director’s performance. The Board has established policies to ensure that Jupiter remunerates fairly and responsibly. The Remuneration Policy of the Board is designed to ensure that the level and composition of remuneration is competitive, reasonable and appropriate for the results delivered and to attract and maintain desirable Directors. Remuneration & Nomination Committee The Board has established a Remuneration & Nomination Committee (Committee) and its role is set out a formal charter which is available on the Jupiter website under “Corporate Governance”. Mr Paul Murray remained on the Committee throughout the year as an independent Chairman of the Committee. Mr Andrew Bell and Mr Priyank Thapliyal are also members of the Committee. The Committee’s responsibilities, among others, is to assess the necessary competencies of the Board, review Board succession plans, develop processes for evaluation of the Board and the appointment and re-election of Directors with reference to the guidance set out in the Board Charter. Details of the members of the Remuneration & Nomination Committee and their attendance at Committee Meetings are set out in the Director’s Report section of this Annual Report. Principle 3: Ethical and Responsible Decision Making Confidentiality In accordance with legal requirements and agreed ethical standards, Directors and key executives of Jupiter have agreed to keep confidential information received in the course of the exercise of their duties and will not disclose non-public information except where disclosure is authorised or legally mandated. 17 JUPITER MINES LIMITED annual report 2011 CORPORATE GOVERNANCE STATEMENT Company Code of Conduct and Ethics As part of its commitment to recognising the legitimate expectations of stakeholders and promoting practices necessary to maintain confidence in the Company’s integrity, Jupiter has an established Code of Conduct and Ethics (Code) to guide compliance with legal, ethical and other obligations to legitimate stakeholders and the responsibility and accountability required of the Company’s personnel for reporting and investigating unethical practices or circumstances where there are beaches of the Code. These stakeholders include employees, clients, customers, government authorities, creditors and the community as whole. This Code governs all Jupiter commercial operations and the conduct of Directors, employees, consultants, contractors and all other people when they represent Jupiter. The Board, management and all employees of Jupiter are committed to implementing this Code and each individual is accountable for such compliance. A copy of the Code is given to all employees, contractors and relevant personnel, including Directors, and is available on the Jupiter website (under “Corporate Governance”). Trading in Jupiter Shares Jupiter’s Share Trading Policy prohibits Directors from taking advantage of their position or information acquired in the course of their duties, and the misuse of information for personal gain, or to cause detriment to the Company. Jupiter’s Share Trading Policy is in line with the updated ASX Listing Rules (effective 1 January 2011) and Guidance Note issued by the ASX. Directors, senior executives and employees are required to advise Jupiter’s Company Secretary of their intentions prior to undertaking any transaction in Jupiter securities. If an employee, officer or director is considered to possess material non-public information, they will be precluded from making a security transaction until after the time of public release of that information. A copy of Jupiter’s Share Trading Policy is available on the Jupiter website (under “Corporate Governance”). Principle 4: Financial Reporting Integrity Audit Committee The Board has established an Audit Committee to assist the Board. The responsibilities of the Committee are set out in a formal charter which is available on the Jupiter website under “Corporate Governance”. The Audit Committee members throughout the year comprised three Non-Executive members with Mr Paul Murray remaining the independent Chairman of the Audit Committee. The other members were Mr Andrew Bell (independent Non-Executive member) and Mr Priyank Thapliyal (Non-Executive member). The Board has considered that the composition of the Committee is appropriate for the Company’s requirements at this time. The Audit Committee Charter sets out the policy for the selection, appointment and rotation of external audit engagement partners. Details of the members of the Audit Committee and their attendance at Committee Meetings are set out in the Director’s Report section of this Annual Report. Principle 5: Timely and Balanced Disclosure Continuous Disclosure The Board has designated Jupiter’s Company Secretary as the person responsible for overseeing and co-ordinating disclosure of information to the ASX as well as communicating with the ASX. The Board has established a written policy for ensuring compliance with ASX Listing Rule disclosure requirements and accountability at senior executive level for that compliance. A copy of the Jupiter Continuous Disclosure Policy is available on the Jupiter website (under “Corporate Governance”). Principle 6: The Rights of Shareholders Shareholder Communication Jupiter respects the rights of its shareholders and to facilitate the effective exercise of those rights, Jupiter communicates with its shareholders continually and periodically and encourages shareholder participation at annual general meetings. Periodic ASX announcements include quarterly reports, half-year report, annual report and annual general 18 annual report 2011 JUPITER MINES LIMITED meeting presentations. Copies of all ASX announcements and reports are made available on the Company’s website. Shareholders are encouraged to provide an email address to receive electronic copies of all announcements and reports. The independent external auditor attends the Annual General Meeting to respond to questions from shareholders on the conduct of the audit and the preparation and content of the audit report. A copy of the Jupiter Shareholder Communications Policy is available on the Jupiter website (under “Corporate Governance”). Principle 7: Recognises and Manages Risk The Board has accepted the role of identifying, assessing, monitoring, managing and mitigating wherever possible, any material business risks applicable to Jupiter and its operations. It has not established a separate committee to deal with these matters as the Directors consider the size of Jupiter and its operations does not warrant a separate committee at this time. The Audit Committee is charged with the responsibility of financial risk management. The Company is committed to the identification, monitoring and management of material business risks of its activities. The Board has in place a number of policies that aim to manage specific risks that have been identified. The Company’s personnel are responsible for adhering to the Occupational Health and Safety Policy as part of the risk management process. Further, the Board is aiming to develop an overall policy for the oversight and management of material business risks to accommodate its present and future stages of operations. The Board assumes ultimate responsibility for the oversight and management of material business risks and satisfies itself annually, or more frequently as required, that management has developed and implemented a sound system of risk management and internal control to manage the Company’s material business risks. As the Company is aiming to develop its risk management framework it will consider implementing management reporting on the Company’s key risks. The Board delegates the adequacy and content of risk reporting to management. As part of the audit processes and review throughout the year, the Board receives feedback that management has provided assurances to the auditors in relation to parts of the risk management framework. Details of the Companies financial risks can be found in the Notes to the accounts in this Annual Report. Attestations by Chief Executive Officer/Chief Financial Officer In accordance with Recommendation 7.3 of the ASX Principles, the Chief Executive Officer and Chief Financial Officer have stated in writing to the Board: “That: 1. the statement given in accordance with section 295A of the Corporations Act, the integrity of financial statements is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board; and 2. Jupiter Mines Limited’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects.“ Principle 8: Remunerate Fairly and Responsibly Remuneration Report and Remuneration Policies The responsibilities of the Remuneration & Nomination Committee include making recommendations to the Board regarding the remuneration of senior executives, executive directors and non-executive directors of the Company. In accordance with the Constitution of Jupiter, shareholders determine the aggregate annual remuneration of the Non- Executive Directors. It is the Board’s policy to issue options packages to Non-Executive Directors after a qualifying period of six months service on the Board, and with the approval of shareholders at a general meeting. The Board believes that this policy assists in attracting Non-Executive Directors who have the requisite skills to add value to the Board. Remuneration of all Directors paid during the year is set out in the Remuneration Report and in note 5 to the Financial Statements. Further details on the structure of Executive Directors, Non-executive Directors and senior executives’ remuneration are set out in the Remuneration Report on pages 27 to 33 of this Annual Report. Non-Executive Directors are eligible to receive options over the Company’s shares at the time of their retirement where it is considered an appropriate element of remuneration in situations when the Non-Executive’s skills and experiences are recognised as important to the Company’s future development. The terms of the options are set out in agreements between the Company and Non-Executive Directors and will vary depending on the age of the relevant Director at the time of retirement. 19 JUPITER MINES LIMITED annual report 2011 DIRECTORS’ REPORT In accordance with a resolution of Directors, the Directors present their Report together with the Financial Report of Jupiter Mines Limited (Jupiter) and its wholly owned subsidiaries (together referred to as the Consolidated Entity) for the financial year ended 30th June 2011 and the Independent Audit Report thereon. Directors The Directors of Jupiter at any time during or since the end of the financial year are as follows: Non-Executive Brian Patrick Gilbertson Paul Raymond Murray Andrew Bell Priyank Thapliyal Sun Moon Woo Executive Richard Mehan (appointed 9 May 2011) Additional information is provided below regarding the current Directors. Brian Patrick Gilbertson BSc (Maths and Physics), BSc (Hons) (Physics), MBL, PMD45 (Chairman: Non-Executive Director) Mr Gilbertson was appointed as a Director on 22 June 2010. Mr Gilbertson has extensive experience in the global natural resources industry. In the 1980’s, he was Managing Director of Rustenburg Platinum Mines Limited, a period during which the company gained recognition as the world’s foremost producer of platinum. Later, as Executive Chairman of Gencor Limited he led the restructuring of the South African mining industry into the post-Apartheid era, transforming Gencor Limited into a focused mineral and mining group. During this period he held ultimate responsibility for Impala Platinum Holdings, for Samancor Limited (the world’s largest producer of manganese and chrome ore and alloys) and for Trans-Natal Coal Corporation (a major coal producer and exporter). Important new initiatives included the Hillside and Mozal aluminium projects, the Columbus stainless steel plant, and the purchase of the international mining assets (Billiton plc) of the Royal Dutch Shell Group. In 1997, Gencor Limited restructured its non-precious metals interests as Billiton plc and, with Mr Gilbertson as Executive Chairman, Billiton plc raised US$1.5 billion in an initial public offering on the LSE, taking the company into the FTSE 100. Separately Mr Gilbertson worked to merge the gold operations of Gencor and Gold Fields of South Africa, creating Gold Fields Limited, a leader in the world gold mining industry. He served as its first Chairman until October 1998. In 2001, Billiton plc merged with BHP Limited to create what is widely regarded as the world’s premier resources company, BHP Billiton plc. Mr Gilbertson was appointed its second Chief Executive on 1 July 2002. In late 2003, Mr Gilbertson led mining group Vedanta Resources plc (Vedanta) to the first primary listing of an Indian company on the London Stock Exchange in the second largest IPO of the year (US$876 million). He served as Chairman of Vedanta until July 2004. He was appointed President of Sibirsko-Uralskaya Aluminium Company (SUAL), the smaller aluminium producer in Russia and led that company into the US$30 billion merger with RUSAL and the alumina assets of Glencore International A.G., creating the largest aluminium company in the world. He has not been a Director of any other ASX listed companies in the past three years. Mr Gilbertson established Pallinghurst Advisors LLP and the Investment Manager during 2006 and 2007, respectively, to be the investment adviser and investment manager to a group of natural resource investors, which currently own 76% of Jupiter. Mr Gilbertson is a British and South African citizen. 20 annual report 2011 JUPITER MINES LIMITED Paul Raymond Murray FFin, CPA (Independent Non-Executive Director, Remuneration Committee Chairman, Audit Committee Chairman) Mr Murray was appointed as a Director on 20 August 2003. Mr Murray has served on the Board and consulted to a number of ASX listed resource exploration companies. With a business career spanning 50 years, he has also been responsible for the successful listing on the ASX of a number of public companies. He has not been a Director of any other ASX listed companies in the past three years. Andrew Bell B.A. (Hons), M.A., LLB (Hons), FGS (Independent Non-Executive Director, Audit Committee Member, Remuneration Committee Member) Mr Bell was appointed as a Director of Jupiter on 19 May 2008. Mr Bell is Chairman of Red Rock Resources plc, a company listed on the AIM market of the London Stock Exchange Ltd. He was a natural resources analyst in London in the 1970s, then specialised in investment and investment banking covering the Asian region. He has been involved in the resource and mining sectors in Asia since the 1990s, and has served on the Boards of a number of listed resource companies. He is a Fellow of the Geological Society. Mr Bell is presently on the following Boards: Chairman and Non-Executive Director of Resource Star Limited (ASX: RSL) since 2007 Red Rock Resources plc, (AIM:RRR) since 2005 Chairman of Regency Mines plc (AIM: RGM) since 2004 Greatland Gold plc (AIM: GGP). Since 2005 Priyank Thapliyal Metallurgical Engineer, B Tech, M Eng, MBA (Western Ontario, Canada) (Non-Executive Director, Audit Committee Member, Remuneration Committee Member) Mr Thapliyal was appointed as a Director of Jupiter on 4 June 2008. Mr Thapliyal has been charged with implementing the Pallinghurst Resources Steel Making Materials strategy through Jupiter. Mr Thapliyal a founding partner of Pallinghurst Advisors LLP, joined Sterlite Industries in 2000 as a USD 100 million firm, serving as deputy to the owner Mr. Anil Agarwal. He implemented the strategies that led to Sterlite becoming Vedanta Resources plc (including its USD 870 million London IPO), a FTSE 100 company which was valued at USD 7.5 billion at the time of his departure in October 2005. Mr Thapliyal led Vedanta’s USD 50 million investment in Konkola Copper Mines, Zambia, in 2004, a stake currently valued at more than USD 1 billion. Priyank was a former mining and metals investment banker with CIBCWM, Toronto Canada and is a qualified Metallurgical Engineer, MBA (Western Ontario, Canada) and former Falconbridge employee. He has not been a Director of any other ASX listed companies in the past three years. Sun Moon Woo Masters Degree in Mining Engineering (Non-Executive Director) Mr Woo was appointed as a Director of Jupiter on 21 September 2009. Mr Woo holds a Masters Degree in Mining Engineering and joined POSCO in 1983. Mr Woo has worked in the Raw Material Purchasing Division and Investment Division of POSCO for 27 years. Mr Woo has extensive experience in the natural resources industry and has experience in the management of iron ore and coal projects in Australia as a Managing Director of POSCO Australia Pty Ltd. He has been a Non-Executive Director of both Cockatoo Coal Limited (ASX: COK) since 2007 and Murchison Metals Limited (ASX: MMX) since 2007. 21 JUPITER MINES LIMITED annual report 2011 DIRECTORS’ REPORT Richard Mehan B.Econ (Managing Director and Chief Executive Officer) Mr Mehan was appointed as a Director of Jupiter on 9 May 2011. Richard has over 25 years in the bulk commodities sector. Prior to joining Jupiter he was President and CEO of Asia Pacific for major US resources company Cliffs Natural Resources, with responsibility for iron ore, coal business development and exploration. Richard held a number of senior roles at Portman Ltd prior to their acquisition by Cliffs. These included General Manager Iron Ore, General Manager Marketing and Chief Operating Officer. In 2005, he was appointed Managing Director & CEO of Portman, prior to his most recent role at Cliffs. Before joining Portman Richard was with Rio Tinto for 15 years and worked in a variety of commercial roles in iron ore and logistics. He was a Director of AusQuest Limited (AQD) until February 2011. He has not been a Director of any other ASX listed companies in the past three years. Company Secretary Mr Matt Finkelstein BBus, CA was appointed as Company Secretary on 15 June 2011. Mr Finkelstein is also the Chief Financial Officer of Jupiter. Mr Finkelstein has an extensive background in finance, corporate finance and business advisory with companies such as Ernst & Young, Goldman Sachs (London) and Pallinghurst Advisors LLP. Significant Changes in the State of Affairs There has been no significant change to the state of affairs of Jupiter during the year ended 30th June 2011. The strategy going forward continues to focus on developing and consolidating the iron ore and manganese assets, and to expand its portfolio of steel feed related commodities. Principal Activities The principal activities of Jupiter during the year have been the continuing evaluation and exploration of existing mineral exploration interests. Following success in these areas, Jupiter is set to evolve from an exploration company to a mine development and producing entity. 22 annual report 2011 JUPITER MINES LIMITED REVIEW OF RESULTS AND OPERATIONS The consolidated result of Jupiter for the financial year was a loss of $2,158,963 after income tax benefit of $87,204 (2010: loss of $2,579,617 after an income tax expense of nil). Further details of the results of the Consolidated Entity are set out in the accompanying financial statements in this Annual Report. In addition, a summary of announcements made by Jupiter during the year ended 30th June 2011 is set out below: Date Announcement and Activities 6 July 2010 23 July 2010 Released the “Independent Expert’s Report”, the “Independent Technical Review Report” and the “Independent Valuation Report” for the Tshipi Transaction. Announced “Oakover Manganese Project” “Significant Manganese Mineralisation” over wide spaced reverse circulation drilling completed over priority VTEM Anomalies. 30 August 2010 Announced that the “Mount Ida Magnetite Project – Development to be Fast Tracked”. 29 October 2010 Announced the completion of the Tshipi Transaction. 9 November 2010 Announced “Tshipi Borwa Manganese Project Reports additional Mineral Resources in the Top-Cut”. 14 December 2010 Announced “Mount Ida Magnetite Project Phase 1 Drilling Program Complete”. 19 January 2011 Announced “Mount Ida Magnetite Project Maiden Inferred Magnetite Resource 530 million Tonnes”. 31 January 2011 Announced “Jupiter raises $150 million to advance its Steel Feed Corporation Strategy”. 7 February 2011 Announced “Tshipi Borwa Manganese Project – Construction of Mine Approved”. 15 March 2011 Announced delivery of a “Robust Scoping Study on the Mount Ida Magnetite Project”. 9 May 2011 12 May 2011 Jupiter appointed Mr Richard Mehan Managing Director and Chief Executive Officer. Greg Durack assumed the position of Chief Operating Officer. Announced delivery of a “Robust Scoping Study on the Mount Mason DSO Hematite Project”. 27 June 2011 Announced “Commencement of Feasibility Study” for the Mount Ida Magnetite Project. Dividends No dividends were paid or declared during the year by Jupiter. Financial Position During the year, Jupiter issued shares to a value of $410,108,659 (2010: $10,094,436) net of transaction costs and acquired exploration interests or capitalised exploration costs to a value of $348,833,502 (2010: $4,738,040). At 30th June 2011, Jupiter held $139,936,966 in cash and cash equivalents compared with $6,777,788 at 30th June 2010 and had carried forward exploration expenditure of $19,648,304 compared with $12,328,678 at 30th June 2010. Significant Events After Reporting Date: In the opinion of the Directors, there has not arisen in the interval between 30th June 2011 and the date of this report, any matter or circumstance that has significantly affected, or may significantly affect the Consolidated Entity’s operations, results and the state of affairs in the future. 23 JUPITER MINES LIMITED annual report 2011 DIRECTORS’ REPORT Likely Developments The Directors intend Jupiter to proceed with exploration and development of Jupiter’s mineral interests and to consider participation in any complementary exploration and mining opportunities which may arise. In particular, Jupiter may pursue further joint venture opportunities where appropriate. Further information about likely developments in the operations of Jupiter and the expected results of those operations on future financial years have been omitted from this Report because disclosure of the information would be likely to result in unreasonable prejudice to Jupiter. Further information about Jupiter’s business strategies and its prospects for future financial years have been omitted from this Report because disclosure of the information is likely to result in unreasonable prejudice to Jupiter. Environmental Regulations and Performance Jupiter’s operations are subject to general environmental regulation under the laws of the States and Territories of Australia and South Africa, in which it operates. In addition, the various exploration interests held by Jupiter impose future environmental obligations on it in relation to site remediation following sampling and drilling programs. The Board is aware of these requirements and management is charged to ensure compliance. The Directors are not aware of any breaches of these environmental regulations and licence obligations during the year. Options and Rights As at 30th June 2011 there were 5,300,000 (2010: 12,100,000) options over unissued shares in the capital of Jupiter, details of which are set out in Note 22 and Note 23 of the attached Financial Statements. No options were granted during the financial year. 6,800,000 options were exercised during the financial year. Since 30th June 2011 to the date of this Annual Report, 200,000 options have been exercised, no options have been granted. No (2010: 3,100,000) options lapsed or were cancelled during the financial year. 24 annual report 2011 JUPITER MINES LIMITED MEETINGS – ATTENDANCE BY DIRECTORS Board Meetings The number of Directors meetings and the number of meetings attended by each of the Directors of Jupiter during the financial year under review are: Director Brian Gilbertson Paul Murray Priyank Thapliyal Andrew Bell Sun Moon Woo Richard Mehan Committee Meetings Number of meetings held during the tenure of the Director Number of meetings attended 8 8 8 8 5 1 8 7 8 5 4 1 The number of committee meetings and the number of meetings attended by each of the Directors of Jupiter during the financial year under review are: Audit Committee meetings attended Audit Committee meetings held during tenure Remuneration Committee meetings attended Remuneration Committee meetings held during tenure 2 2 2 2 2 1 - - - - - - Director Paul Murray Andrew Bell Priyank Thapliyal Directors’ Interests Particulars of Directors’ interests in securities as at the date of this report are as follows: Director Brian Gilbertson¹ Paul Murray Andrew Bell² Priyank Thapliyal³ Sun Moon Woo4 Richard Mehan Ordinary Shares Options over Ordinary Shares - 980,000 - 11,727,800 - - - 1,500,000 - - - - 1 Brian Gilbertson as the Chairman of Pallinghurst Resources Limited (listed on the JSE and BSX) has a relevant interest in Pallinghurst Steel Feed Dutch (B.V.) (PSF). PSF is the registered owner of 113,961,975 Ordinary Shares and 187,058,859 shares held in escrow until 8 November 2011. 2 Andrew Bell as the Chairman and Director of Red Rock Resources plc has a relevant interest in Red Rock Resources plc (RRR). RRR is the registered owner of 74,200,832 Ordinary Shares. 3 Priyank Thapliyal is a Director of PSF and therefore has a relevant interest in PSF. PSF is the registered owner of 113,961,975 Ordinary Shares and 187,058,859 shares held in escrow until 8 November 2011. 4 Sun Moon Woo as the Managing Director of POSA Pty Ltd, has a relevant interest in POSA Pty Ltd (POSA) and POSCO Australia GP PTY LTD (POSA GP). POSA is the registered owner of 55,624,454 Ordinary Shares, POSA GP is the registered owner of 271,586,321 shares held in escrow until 8 November 2011. 25 JUPITER MINES LIMITED annual report 2011 DIRECTORS’ REPORT Contracts with Directors There are no agreements with any of the Directors apart from Richard Mehan, please refer to the remuneration report for further details. Indemnification and Insurance of Officers and Auditors Since the end of the previous financial year, Jupiter has paid premiums to insure the Directors and Officers of the Consolidated Entity. Details of the nature of the liabilities covered and the amount of premium paid in respect of Directors’ and Officers’ insurance policies preclude disclosure to third parties. Jupiter has not paid any premiums in respect of any contract insuring its auditor against a liability incurred in that role as an auditor of Jupiter. In respect of non-audit services, Grant Thornton Audit Pty Ltd, Jupiter’s auditor has the benefit of an indemnity to the extent Grant Thornton Audit Pty Ltd reasonably relies on information provided by Jupiter which is false, misleading or incomplete. No amount has been paid under this indemnity during the financial year ending 30th June 2011 or to the date of this Report. Non-Audit Services The Board of Directors is satisfied that the provision of non-audit services during the financial year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons: • • all non-audit services are reviewed and approved by the audit committee prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and the nature of the services provided does not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board. The following fees were paid or payable to Grant Thornton Australia Limited for non-audit services provided during the year ended 30th June 2011: $ Taxation and other services 21,500 21,500 Auditor’s Independence Declaration The lead auditor’s independence declaration for the year ended 30th June 2011 has been received and can be found on page 34 of the Annual Report. Proceedings on behalf of Jupiter No person has applied for leave of Court to bring proceedings on behalf of Jupiter or intervene in any proceedings to which Jupiter is a party for the purpose of taking responsibility on behalf of Jupiter for all or any part of those proceedings. Jupiter was not a party to any such proceedings during the year. The Consolidated Entity was not a party to any such proceedings during the year. 26 annual report 2011 JUPITER MINES LIMITED REMUNERATION REPORT (AUDITED) This report details the nature and amount of remuneration for each Director of Jupiter Mines Limited and for the Key Management Personnel. Remuneration Policies and Practices In relation to remuneration issues, the Board has established policies to ensure that Jupiter remunerates fairly and responsibly. The remuneration policy of the Board is designed to ensure that the level and composition of remuneration is competitive, reasonable and appropriate for the results delivered and to attract and maintain desirable Directors and employees. The remuneration structures reward the achievement of strategic objectives to achieve the broader outcome of creation of value for shareholders. The Remuneration & Nomination Committee reviews and recommends to the Board on matters of remuneration policy and specific emolument recommendations in relation to senior management and Directors. The Board of Jupiter Mines Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and Directors to run and manage the Consolidated Entity, as well as create goal congruence between Directors, executives and shareholders. Non-Executive Director Remuneration Fees Non-Executive Director fees are determined within an aggregate Directors’ fee pool limit, which are periodically approved by shareholders in general meeting. The current limit is $400,000. During the year ended 30th June 2011, $274,798 of the fee pool was used. Equity Participation Non-Executive Directors’ remuneration may be by way of a fixed annual fee which is supplemented by the issue of incentive options under the Jupiter Mines Limited Employee Option Plan and is subject to the approval of shareholders in a general meeting. There were no options issued to Directors during the year. Retirement Benefits Non-Executive Directors do not receive retirement benefits, other than statutory superannuation entitlements. Other Key Management Personnel Remuneration Other Key Management Personnel (including Executive Directors) are offered a base salary, which is reviewed on a periodic basis, having regard to market practices and the skills and experience of the Executive and is not linked to the performance of the Consolidated Entity in any way. Other Key Management Personnel receive other benefits as part of their type of employment, which may include a mobile phone and laptop. Selected Other Key Management Personnel are invited to participate in the Jupiter Mines Limited Employee Option Plan. There are no termination benefits payable to Other Key Management Personnel, other than payment of their statutory outstanding entitlements such as annual and long service leave. 27 JUPITER MINES LIMITED annual report 2011 DIRECTORS’ REPORT Relationship between Remuneration Policy and Jupiter’s Performance Details of the Jupiter Mines Limited Employee Option Plan (Plan) and specific information on the performance conditions are set out below: Description Rationale Options are offered to select employees and Key Management Personnel of Jupiter. Non-Executive Directors are entitled to participate in the Option Plan as well. Subject to the achievement of service conditions, options may vest and be converted into ordinary Jupiter shares on a one-for-one basis. An exercise price is payable upon the conversion of options. There are no voting or dividend rights attaching to the options until they are exercised by the employee, at which point ordinary shares which rank equally with all other Jupiter shares are issued and quoted on the ASX. The options cannot be transferred and will not be quoted on the ASX. All options expire on the earlier of their expiry date or termination of the individual’s employment. Anti-Hedging Policy The Option Plan is designed to reward and retain Directors, Key Management Personnel and select employees of Jupiter. The vesting conditions have been designed to ensure correlation between Jupiter’s share price performance and value delivered to shareholders. Only when the share price increases can options vest and be exercised; share price increases are one of the considerations of the consequences of Jupiter’s performance on shareholder wealth for the purposes of 300A(1AB) of the Corporations Act. The Plan therefore not only aligns the interests of shareholders and participants alike, but in turn assists in increasing shareholder value. No Jupiter employee is permitted to enter into transactions with securities (or any derivative thereof) which limit the economic risk of any unvested entitlements awarded under any Jupiter equity-based remuneration scheme currently in operation or which will be offered by Jupiter in the future. As part of Jupiter’s due diligence undertaken at the time of half and full year results, Jupiter’s equity plan participants are requested to confirm that they have not entered into any such prohibited transactions. Continuous Improvement Jupiter will continually review all elements of its remuneration philosophy to ensure that they are appropriate from the perspectives of governance, disclosure, reward and market conditions. 28 annual report 2011 JUPITER MINES LIMITED % $ 0 0 0 , 0 6 7 1 9 , 5 5 0 0 0 , 5 5 4 7 7 , 3 5 0 0 0 , 5 5 5 9 7 , 1 8 0 5 7 , 3 8 2 0 0 5 , 7 3 2 7 7 1 , 7 3 2 0 7 7 , 0 1 3 8 6 , 0 3 1 , 1 $ - - - - - - - - - - - $ - - - - - - - - - - - $ - - - - - - - - - - - 4 s n o i t p O y t i u q E r e h t O s t fi e n e B - r e p u S n o i t a u n n a $ - - - - - 4 5 7 , 6 5 6 3 , 6 2 - 5 1 1 , 7 1 9 8 8 3 2 1 , 1 5 $ - - - - - - - - - - - $ - - - - - - - - - - - $ - - - - - - - - - - - $ 0 0 0 , 0 6 7 1 9 , 5 5 0 0 0 , 5 5 4 7 7 , 3 5 0 0 0 , 5 5 1 4 0 , 5 7 6 8 3 , 7 5 2 0 0 5 , 7 3 2 2 2 0 , 0 2 2 0 8 8 , 9 0 2 5 , 9 7 0 , 1 l e n n o s r e P t n e m e g a n a M y e K * * 3 i s s u n e B J R r M * * y u G W C r M k c a r u D G r M 1 n o s t r e b l i G P B r M s r o t c e r i D y a r r u M R P r M 1 l a y i l p a h T P r M 1 o o W M S r M n a h e M R r M l l e B A r M l i n e t s e k n F M i r M . . V B ) h c t u D ( d e e F l e e t S t s r u h g n i l l i a P o t d a p e r e w s e e f ’ s r o t c e r i D d t L y t P s t p e c n o C d p e r t n i I i o t d a p s e e f y c n a t l u s n o C 1 3 l w o e b e b a t l e h t o t r e f e r e s a e p l , s n o i t p o e s e h t f o n w o d k a e r b a r o F 4 1 1 0 2 e n u J h t 0 3 o t r o i r p d e n g s e R * * i 29 d n a i l l s e r u s o c s D y t r a P d e t a e R 4 2 1 B S A A d r a d n a t S g n i t n u o c c A d n a t c A s n o i t a r o p r o C e h t f o A 0 0 3 n o i t c e s r e d n u d e r i u q e r t a h t s i i e r e h d e d v o r p n o i t a m r o f n i e h T d e t a e R l s t fi e n e B m r e t t n e m y o p m e l e c n a m r o f r e P l a t o T t n e m y a P d e s a b - e r a h S - g n o L r e h t O - t s o P s t fi e n e B m r e t - t r o h S n o s r e P t n e m e g a n a M y e K l . 3 0 . 3 . M 2 n o i t a u g e R s n o i t a r o p r o C e h t n i i d e n a t n o c n o i t p m e x e e h t f o t fi e n e b e h t d e m u s s a s a h r e t i p u J 1 1 0 2 n o i t a r e n u m e R l e n n o s r e P t n e m e g a n a M y e K Y R A M M U S N O T A R E N U M E R I r e h t O h s a c - n o N t fi o r p h s a C t fi e n e b e r a h s , h s a C d n a y r a a s l i i s n o s s m m o C JUPITER MINES LIMITED annual report 2011 d e t a e R l s t fi e n e B m r e t t n e m y o p m e l e c n a m r o f r e P l a t o T t n e m y a P d e s a b - e r a h S - g n o L r e h t O - t s o P s t fi e n e B m r e t - t r o h S n o s r e P t n e m e g a n a M y e K 0 1 0 2 n o i t a r e n u m e R l e n n o s r e P t n e m e g a n a M y e K T R O P E R ’ S R O T C E R D I 30 % $ - 0 1 8 , 7 5 2 9 4 , 0 9 4 5 5 , 0 6 5 2 6 , 2 4 $ - - - - - 5 0 . 4 4 0 0 5 , 4 1 2 0 0 5 , 4 9 9 5 . 8 3 6 3 , 9 9 0 , 1 0 0 5 , 4 9 0 0 0 , 5 4 2 0 0 5 , 7 8 1 2 8 8 , 0 0 2 - - - - $ - - - - - - - - - - - $ - - - - - - - - - - - 4 s n o i t p O y t i u q E r e h t O s t fi e n e B - r e p u S n o i t a u n n a $ - - - - - - - 9 2 2 , 0 2 - 3 9 7 , 8 1 2 2 0 , 9 3 $ - - - - - - - - - - - r e h t O h s a c - n o N t fi o r p h s a C t fi e n e b e r a h s , h s a C d n a y r a a s l i i s n o s s m m o C $ - - - - - - - - - - - $ - - - - - - - - - - - $ - 0 1 8 , 7 5 2 9 4 , 0 9 4 5 5 , 0 6 5 2 6 , 2 4 0 0 0 , 0 2 1 - 1 7 7 , 4 2 2 0 0 5 , 7 8 1 9 8 0 , 2 8 1 1 4 8 , 5 6 9 l e n n o s r e P t n e m e g a n a M y e K 3 i s s u n e B J R r M k c a r u D G r M y u G W C r M 1 n o s t r e b l i G P B r M s r o t c e r i D y a r r u M R P r M 1 l a y i l p a h T P r M 1 o o W M S r M l l e B A r M l 2 k c o d e W L G r M u o h Z Y r M . . V B ) h c t u D ( d e e F l e e t S t s r u h g n i l l i a P o t d a p e r e w s e e f s r o t c e r i D d t L y t P s t p e c n o C d p e r t n i I i o t d a p s e e f y c n a t l u s n o C d t L l y t P m a p y e K o t d a p s e e f i y c n a t l u s n o C 1 2 3 l w o e b e b a t l e h t o t r e f e r e s a e p l , s n o i t p o e s e h t f o n w o d k a e r b a r o F 4 annual report 2011 JUPITER MINES LIMITED Options and Rights over Equity Instruments Granted as Compensation Details of entitlement to options over ordinary shares in Jupiter that were granted as compensation to the key management personnel during the reporting period and details on options that vested during the reporting period are as follows: Shares Issued on Exercise of Compensation Options 2011 Options which were exercised during the year were granted as compensation in prior periods. Key Management Personnel Mr R Benussi ** Bill Guy ** Bill Guy ** Bill Guy ** ** Resigned prior to 30th June 2011 No. of Ordinary Shares Issued Amount Paid per Share Amount Unpaid per Share 500,000 400,000 400,000 200,000 1,500,000 $0.20 $0.20 $0.25 $0.30 — — — — — — Shares Issued on Exercise of Compensation Options 2010 Key Management Personnel Mr R Benussi Options Granted as Remuneration 2011 No options were granted during the period as remuneration. No. of Ordinary Shares Issued Amount Paid per Share Amount Unpaid per Share 400,000 400,000 $0.20 — — — Options Granted as Part of Remuneration $ Total Remuneration Represented by Options % — — — — — — — — — — Options Exercised Options Lapsed Total $ — — 57,000 116,000 173,000 $ — — — — — $ — — 57,000 116,000 173,000 Directors Mr G L Wedlock * Key Management Personnel Mr R J Benussi ** Mr C W Guy ** * Deceased during the year ** Resigned prior to 30th June 2011 31 JUPITER MINES LIMITED annual report 2011 DIRECTORS’ REPORT Options Granted as Remuneration 2010 Options Granted as Part of Remuneration $ Total Remuneration Represented by Options % Directors Mr G L Wedlock Key Management Personnel Mr R J Benussi Mr C W Guy — 94,500 — — 94,500 Options Exercised Options Lapsed Total $ — — $ — — $ — 94,500 — 44.05 — — — 100,800 (277,200) (176,400) — — — 100,800 (277,200) (81,900) Analysis of Options and Rights over Equity Instruments Granted as Compensation No Options are yet to vest, as all options have vested. Details of the vesting profile of the entitlement to options granted as remuneration to each of the key management personnel for the comparative period are set out on the below: Details of Options Value yet to vest Number Grant Date % vested in year % forfeited in year1 Financial year in which grant vests Min ($)2 Previous Directors Mr G L Wedlock 500,000 6-Nov-09 100 Previous Key Management Personnel Mr R J Benussi 1,100,000 29-Dec-06 - - - 2010 - - - Max ($)3 - - 1 The percentage forfeited in the year represents the reduction from the maximum number of options available to vest due to the highest performance criteria not being achieved. 2 The minimum value of options yet to vest is $nil as all options have vested. 3 The maximum value of options yet to vest is $nil as all options have vested. 32 annual report 2011 JUPITER MINES LIMITED Summary of Key Contract Terms Remuneration arrangements for Key Management Personnel are formalised in employment agreements. Details of these contracts are provided below. Chief Executive Officer The CEO, Mr Richard Mehan, is employed under a rolling contract. Under the terms of the present contract, the CEO receives fixed remuneration of $550,000 per annum. The CEO’s termination provision is a 3 month notice period. Other Key Management Personnel All other Key Management Personnel have rolling contracts with a standard 3 months termination notice period. Corporate Governance The Directors aspire to maintain the standards of Corporate Governance appropriate to Jupiter. Jupiter’s Corporate Governance Statement is set out on pages 16 to 19 of this Report. This report is signed in accordance with a resolution of the Board of Directors. Brian P Gilbertson London 29 September 2011 33 JUPITER MINES LIMITED annual report 2011     AUDITOR’S INDEPENDENCE DECLARATION           Grant Thornton Audit Pty Ltd ABN 94 269 609 023  Grant Thornton Audit Pty Ltd ABN 94 269 609 023 10 Kings Park Road 10 Kings Park Road West Perth WA 6005 West Perth WA 6005 PO Box 570 PO Box 570 West Perth WA 6872 West Perth WA 6872 T +61 8 9480 2000 T +61 8 9480 2000 F +61 8 9322 7787  F +61 8 9322 7787 Grant Thornton Audit Pty Ltd E admin.wa@au.gt.com E admin.wa@au.gt.com ABN 94 269 609 023 W www.grantthornton.com.au W www.grantthornton.com.au   10 Kings Park Road West Perth WA 6005 PO Box 570 West Perth WA 6872         T +61 8 9480 2000   F +61 8 9322 7787  E admin.wa@au.gt.com   W www.grantthornton.com.au                                                                        Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia. Liability limited by a scheme approved under Professional Standards Legislation  Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia. 34 Liability limited by a scheme approved under Professional Standards Legislation  Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia. Liability limited by a scheme approved under Professional Standards Legislation  annual report 2011 JUPITER MINES LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2011 Note Consolidated Group Revenue Depreciation and amortisation expense Finance costs Director and secretarial costs Impairment of exploration interests Impairment of property, plant and equipment Acquisition costs Insurance costs Legal and professional costs Travel and entertaining costs Occupancy costs Consultancy fees Administration expenses Employee benefits expense Directors, employees & consultant option expenses Foreign exchange losses Other expenses Loss before income tax Income tax (expense)/benefit Loss for the year Net loss attributable to members of the parent entity Other comprehensive income/(loss) Net fair value loss on revaluation of financial assets Foreign currency exchange differences on translating foreign controlled operations Other comprehensive loss for the year, net of tax Total comprehensive loss for the year Overall Operations Basic loss per share (cents per share) Diluted loss per share (cents per share) 2011 $ 3,475,522 (260,033) (21,625) (274,798) (443,626) — (1,156,867) (82,725) (487,205) (361,153) (208,121) (231,782) (676,211) (746,293) — (726,945) (44,305) 2010 $ 544,120 (44,137) (4,351) (311,481) (132,329) (1,162) — (45,496) (701,436) (271,150) (186,777) (297,244) (317,856) (470,908) (94,500) — (244,910) (2,246,167) (2,579,617) 87,204 — (2,158,963) (2,579,617) (2,158,963) (2,579,617) (2,639,866) (382,681) (268,811) — (2,908,677) (382,681) (5,067,640) (2,962,298) (0.0018) (0.0018) (0.0075) (0.0075) 2 3 3 3 3 4 11 23 8 8 The Statement of Comprehensive Income should be read in conjunction with the accompanying notes. 35 JUPITER MINES LIMITED annual report 2011 STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2011 ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other current assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Financial assets Property, plant and equipment Intangible assets Mining reserve Other non-current assets Exploration and evaluation assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables Short-term borrowings Short-term provisions TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Deferred tax liability Long-term provisions TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY Note Consolidated Group 2011 $ 2O10 $ 9 10 15 11 13 14 18 15 16 19 20 21 18 21 22 23 139,936,966 6,777,788 1,298,878 450,572 103,036 11,141 141,686,416 6,891,965 6,255,569 9,002,615 4,288,739 116,416 341,511,875 11,696,632 220,884 94,999 — 808 19,648,304 12,328,678 383,517,535 21,647,984 525,203,951 28,539,949 2,615,845 756,331 476,412 157,412 8,621 93,053 3,249,669 858,005 89,955,370 — 89,955,370 93,205,039 — 7,193 7,193 865,198 431,998,912 27,674,751 456,510,087 46,928,586 838,996 3,937,373 (25,350,171) (23,191,208) 431,998,912 27,674,751 The above Statement of Financial Position should be read in conjunction with the accompanying notes. 36 annual report 2011 JUPITER MINES LIMITED , 3 1 9 8 4 5 0 2 , ) , 7 1 6 9 7 5 2 , ( ) ) , 7 1 6 9 7 5 2 , ( ) 1 8 6 2 8 3 , ( — , ) 8 9 2 2 6 9 2 ( , , 6 3 6 3 1 9 9 , 0 0 5 4 9 , 0 0 0 0 8 , — , ) 7 1 6 9 7 5 2 ( , — — — 0 0 7 4 8 3 , , 1 5 7 4 7 6 7 2 , ) , 8 0 2 1 9 1 3 2 , ( — — , 1 5 7 4 7 6 7 2 , ) 8 0 2 1 9 1 , , 3 2 ( ) ) , 3 6 9 8 5 1 2 , , 7 7 6 8 0 9 2 , ( ( ) , 3 6 9 8 5 1 2 , ( — — — — — — — — — — — l a t o T $ l d e t a u m u c c A s e s s o L $ i n g e r o F y c n e r r u C l n o i t a s n a r T l i a c n a n F i s t e s s A $ $ $ s n o i t p O s n o i t p O y r a n d r O i e t o N s e v r e s e R l a t i p a C e r a h S I Y T U Q E N I S E G N A H C F O T N E M E T A T S 1 1 0 2 E N U J 0 3 D E D N E R A E Y E H T R O F , 1 9 2 6 9 9 0 2 , ( — 4 5 9 , 9 5 4 , 3 0 0 6 , 8 8 1 , 1 8 5 6 , 9 8 5 2 9 9 , 6 0 3 , 6 3 9 0 0 2 l y u J 1 t a e c n a a B l — ) 1 8 6 , 2 8 3 ( ) 1 8 6 , 2 8 3 ( — — — — — — — — 0 0 5 , 4 9 ) 0 0 8 , 0 0 1 ( ) 0 0 2 , 2 2 3 ( — — — — — — ) 0 0 5 , 2 6 ( — — 0 0 8 , 0 8 1 2 2 d o i r e p e h t g n i r u d d e s n g o c e r i s n o i t p O r a e y e h t g n i r u d s n o i t p o f o y r i p x E s n o i t p o f o n o s r e v n o C i — — — y t i t n e t n e r a p f o s r e b m e m o t l e b a t u b i r t t a s s o L r a e y e h t r o f s s o l i e v s n e h e r p m o c r e h t o l a t o T r a e y e h t r o f s s o l i e v s n e h e r p m o C l a t o T 6 3 6 , 3 1 9 , 9 s t s o c n o i t c a s n a r t f o t e n , r a e y e h t g n i r u d d e u s s i s e r a h S 3 7 2 , 7 7 0 , 3 0 0 1 , 0 6 8 8 5 1 , 7 2 5 8 2 4 , 1 0 4 , 6 4 l a t o t - b u S 3 7 2 , 7 7 0 , 3 0 0 1 , 0 6 8 8 5 1 , 7 2 5 8 2 4 , 1 0 4 , 6 4 0 1 0 2 e n u J 0 3 t a e c n a a B l — — — — 7 r o f i d e d v o r p r o d a p s d n e d v D i i i , ) 0 4 6 7 6 0 5 ( , , 0 9 0 1 7 8 1 5 3 , , 1 1 7 5 5 3 5 5 , — , 0 0 0 5 6 1 2 , , ) 3 6 9 8 5 1 2 ( , ) 1 1 8 8 6 2 ( , ) 6 6 8 , 9 3 6 , 2 ( — — — — — — — — — — — — — ) 1 1 8 , 8 6 2 ( ) 6 6 8 , 9 3 6 , 2 ( — — — — — — — — — — — — — — — — y t i t n e t n e r a p f o s r e b m e m o t l e b a t u b i r t t a s s o L r a e y e h t r o f s s o l i e v s n e h e r p m o c r e h t o l a t o T r a e y e h t r o f s s o l i e v s n e h e r p m o C l a t o T 0 9 0 , 1 7 8 , 1 5 3 s t s o c n o i t c a s n a r t f o t e n , r a e y e h t g n i r u d d e u s s i s e r a h S 1 1 7 , 5 5 3 , 5 5 — d o i r e p e h t g n i r u d d e u s s i s e r a h s d e r r e f e D d o i r e p e h t g n i r u d d e s n g o c e r i s n o i t p O , 2 1 9 8 9 9 1 3 4 , ) , 1 7 1 0 5 3 5 2 , ( ) 1 1 8 , 8 6 2 ( 7 0 4 , 7 3 4 0 0 4 , 0 7 6 — — — — — , 2 1 9 8 9 9 1 3 4 , ) 1 7 1 0 5 3 , , 5 2 ( ) 1 1 8 , 8 6 2 ( 7 0 4 , 7 3 4 0 0 4 , 0 7 6 — — — ) 0 0 7 , 9 8 1 ( ) 8 5 1 , 7 2 5 ( 8 5 8 , 1 8 8 , 2 2 2 7 8 0 , 0 1 5 , 6 5 4 — 7 r o f i d e d v o r p r o d a p s d n e d v D i i i s n o i t p o f o n o s r e v n o C i l a t o t - b u S 7 8 0 , 0 1 5 , 6 5 4 1 1 0 2 e n u J 0 3 t a e c n a a B l i e t o n g n y n a p m o c c a e h t h t i w n o i t c n u n o c j n i d a e r l e b d u o h s y t i u q E n i s e g n a h C f o t n e m e t a t S e v o b a e h T 37 JUPITER MINES LIMITED annual report 2011 STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2011 CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Interest received Other income Finance costs Note Consolidated Group 2011 $ 2010 $ (5,947,222) (2,577,921) 2,100,551 1,373,763 (20,800) 330,001 122,129 (4,351) Net cash used in operating activities 27(a) (2,493,708) (2,130,142) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment Purchase of financial assets Purchase of intangible assets Proceeds from sale of financial assets Payments for other non-current assets Advances to joint venture Payments for exploration and evaluation Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the issue of shares, net of transaction costs and conversion of options to shares Cash acquired through acquisition of interest in joint venture 17 Proceeds from borrowings Net cash provided by financing activities Net increase in cash and cash equivalents held Cash and cash equivalents at beginning of financial year Effect of exchange rates on cash holdings in foreign currencies (4,301,630) (255,892) - (3,113,488) (66,550) - 678,933 509,445 (750,769) (10,905,816) - - (11,903,724) (2,632,025) (27,249,556) (5,491,960) 161,734,377 7,887,621 868,855 467,065 - - 163,070,297 7,887,621 133,327,033 265,519 6,769,167 6,503,648 (159,234) - Cash and cash equivalents at end of financial year 9 139,936,966 6,769,167 The Statement of Cash Flows should be read in conjunction with the accompanying notes. 38 annual report 2011 JUPITER MINES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 1: Summary Of Significant Accounting Policies These consolidated financial statements and notes represent those of Jupiter Mines Limited (“Jupiter”) and it’s Controlled Entities (the “Consolidated Group” or “Group”). The separate financial statements of the parent entity, Jupiter Mines Limited, have not been presented within this financial report as permitted by the Corporations Act 2001. The financial statements were authorised and issued by the board of Directors on 29 September 2011. Basis of Preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied unless otherwise stated. The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. (a) Principles of Consolidation The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Jupiter Mines Limited at the end of the reporting period. A controlled entity is any entity over which Jupiter Mines Limited has the power to govern the financial and operating policies so as to obtain benefits from its activities. Control will generally exist when the parent owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity. In assessing the power to govern, the existence and effect of holdings of actual and potential voting rights are considered. A list of controlled entities is contained in Note 12 to the financial statements. In preparing the consolidated financial statements, all inter-Group balances and transactions between entities in the Consolidated Group have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent entity. Business Combinations Business combinations occur where an acquirer obtains control over one or more businesses. A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exemptions). When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date. All transaction costs incurred in relation to the business combination are expensed to the statement of comprehensive income. The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase. (b) Interests in Joint Ventures The Group acquired an interest in Tshipi é Ntle Manganese Mining (Proprietary) Limited (“Tshipi”), a joint venture entity, during October 2010. The Group’s accounting policy for joint ventures was considered by the Directors as part of the deliberation on the Tshipi acquisition, and had not been formally considered or articulated previously. A joint venture entity is an entity in which the Group owns a long-term interest, and shares joint control over strategic, financial and operating decisions with one or more other joint venturers. The Group have made the accounting policy choice to proportionately consolidate interests in joint ventures, rather than to equity account, 39 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 1: Summary Of Significant Accounting Policies (cont’d) (c) as they believe it gives more useful information to shareholders. Proportionate consolidation combines the Group’s share of the results of the joint venture entity, and the assets and liabilities of the joint venture entity, with similar items in the statement of comprehensive income and statement of financial position. Income Tax The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income). Current income tax expense charged to profit or loss is the tax payable on taxable income. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses. Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss. Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability, where there is no effect on accounting or taxable profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future. Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (a) a legally enforceable right of set-off exists; and (b) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled. (d) Property, Plant and Equipment Each class of property, plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and impairment losses. Plant and equipment Plant and equipment are measured on the cost basis. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. The cost of fixed assets constructed within the Consolidated Group includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred. 40 annual report 2011 JUPITER MINES LIMITED Depreciation The depreciable amount of all fixed assets is depreciated on a straight-line basis over their useful lives to the Consolidated Group commencing from the time the asset is held ready for use. The depreciation rates used for each class of depreciable assets are: Class of Fixed Asset Office equipment Furniture & fittings Motor vehicles Leasehold improvements Buildings Depreciation Rate 33.33% 7.50% 12.50% 20.00% 10.00% (e) (f) The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the statement of comprehensive income. Exploration and Evaluation Expenditure The application of the Group’s accounting policy for exploration and evaluation expenditure requires judgment in determining whether it is likely that future economic benefits are likely either from future exploitation or sale or where activities have not reached a stage which permits a reasonable assessment of the existence of reserves. The determination of a Joint Ore Reserves Committee (JORC) resource is itself an estimation process that requires varying degrees of uncertainty depending on sub-classification and these estimates directly impact the point of deferral of exploration and evaluation expenditure. The deferral policy requires management to make certain estimates and assumptions about future events or circumstances, in particular whether an economically viable extraction operation can be established. Estimates and assumptions made may change if new information becomes available. If, after expenditure is capitalised, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalised is written off the Statement of Comprehensive Income in profit or loss in the period when the new information becomes available. Leases Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership that is transferred to entities in the Consolidated Group, are classified as finance leases. Finance leases are capitalised by recognising an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period. Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term. Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are recognised as expenses in the periods in which they are incurred. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the lease term. 41 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 1: Summary Of Significant Accounting Policies (cont’d) (g) Financial Assets Recognition and initial measurement Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the company commits itself to either the purchase or sale of the asset (ie trade date accounting is adopted). Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified “at fair value through profit or loss”, in which case transaction costs are expensed to profit or loss immediately. Classification and subsequent measurement Finance instruments are subsequently measured at fair value, amortised cost using the effective interest rate method, or cost. Amortised cost is the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method. Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models. The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense item in profit or loss. The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of Accounting Standards specifically applicable to financial instruments. Financial assets at fair value through profit or loss Financial assets are classified at “fair value through profit or loss” when they are held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a Group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying value being included in profit or loss. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Loans and receivables are included in current assets, where they are expected to mature within 12 months after the end of the reporting period. Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Group’s intention to hold these investments to maturity. They are subsequently measured at amortised cost. Held-to-maturity investments are included in non-current assets where they are expected to mature within 12 months after the end of the reporting period. All other investments are classified as current assets. Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are either not suitable to be classified into other categories of financial assets due to their nature, or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments. (i) (ii) (iii) (iv) 42 annual report 2011 JUPITER MINES LIMITED (v) (h) (i) (j) (k) (l) (m) They are subsequently measured at fair value with changes in such fair value (ie gains or losses) recognised in other comprehensive income (except for impairment losses and foreign exchange gains and losses). When the financial asset is derecognised, the cumulative gain or loss pertaining to that asset previously recognised in other comprehensive income is reclassified into profit or loss. Available-for-sale financial assets are included in current assets where they are expected to be sold within 12 months after the end of the reporting period. All other financial assets are classified as non-current assets. Financial liabilities Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost. Impairment of Non-Financial Assets At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the statement of comprehensive income. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Impairment testing is performed annually for goodwill and intangible assets with indefinite lives. Employee Benefits Provision is made for the Company’s liability for employee benefits arising from services rendered by employees to reporting date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. Those cash flows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cash flows. Provisions Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, less credit card facilities used. Bank overdrafts are shown as short-term borrowings in liabilities. Trade and Other Receivables Trade receivables, which generally have 30 day terms, are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less an allowance for impairment. Collectability of trade receivables is reviewed on an ongoing basis at an operating unit level. Individual debts that are known to be uncollectible are written off when identified. An impairment provision is recognised when there is objective evidence that the Group will not be able to collect the receivable. Revenue and Other Income Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed. Any consideration deferred is treated as the provision of finance and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is interest revenue. Interest revenue is recognised using the effective interest rate method, which, for floating rate financial assets, is the rate inherent in the instrument. All revenue is stated net of the amount of goods and services tax (GST). 43 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 1: Summary Of Significant Accounting Policies (cont’d) Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in the statement of comprehensive income in the period in which they are incurred. Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the ATO are presented as operating cash flows included in receipts from customers or payments to suppliers. Trade and Other Payables Trade and other payables are carried at cost and due to their short time nature they are not discounted. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when Jupiter becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition. Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Critical Accounting Estimates and Judgments The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. Key estimates — Impairment of non-financial assets The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Key estimates — Options The fair value of services received in return for options granted are measured by reference to the fair value of options granted. The estimate of the fair value of the services received is measured based on the Black Scholes option-pricing model. The contractual life of the options is used as an input into the model. Expectations of early exercise are incorporated into the model as well. Refer to note 23 for more details. The expected volatility is based on the historic volatility of peer Group entities (calculated on the weighted average remaining life of the share options), adjusted for any expected changes to volatility due to publicly available information. Further information regarding assumptions are included in note 28. Key judgements — Exploration and evaluation expenditure The Group’s accounting policy for exploration and evaluation expenditure results in certain items of expenditure being capitalised for an area of interest where it is considered likely to be recoverable by future exploitation or sale or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. This policy requires management to make certain estimates and assumptions as to future events and circumstances, in particular whether an economically viable extraction operation can be established. Any (n) (o) (p) (q) (r) 44 annual report 2011 JUPITER MINES LIMITED such estimates and assumptions may change as new information becomes available. If, after having capitalised the expenditure under the policy, a judgement is made that recovery of the expenditure is unlikely, the relevant capitalised amount will be written off to the statement of comprehensive income. An impairment has been recognised in respect of exploration expenditure at reporting date of $443,626. Refer to note 16 for more details. Mineral Reserves and Resource Estimates Ore reserves are estimates of the amount of ore that can be economically and legally extracted from the Group’s mining properties. The Group estimates its ore reserves and mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and requires complex geological judgments to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, and production costs along with geological assumptions and judgments made in estimating the size and grade of the ore body. Changes in the reserve or resource estimates may impact upon the carrying value of exploration and evaluation assets, mine properties, property, plant and equipment, goodwill, provision for rehabilitation, recognition of deferred tax assets, and depreciation and amortisation charges. Share based payments Under AASB 2 share based payments, the Company is required to determine the fair value of options issued to employees as remuneration and recognise as an expense in the statement of comprehensive income. This standard is not limited to options and also extends to other forms of equity-based remuneration. Foreign Currency Translation (i) Functional and presentation currency The functional and presentation currency of Jupiter and its subsidiaries is Australian dollars ($). The presentation and functional currency for the interest in Tshipi is the South African Rand. The results are translated into Australian dollars for disclosure in Jupiter’s consolidated accounts. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. (ii) Translation of interest in Joint Venture functional currency to presentation currency The results of the South African Joint Venture interest are translated into Australian dollars using an average rate over the period of the transactions. Assets and liabilities are translated at exchange rates prevailing at reporting dates. Exchange variations resulting from the translation of the net investments in Tshipi are taken to the foreign currency translation reserve. Adoption of New and Revised accounting standards and interpretations During the current year, Jupiter adopted all of the new and revised Australian Accounting Standards and Interpretations applicable to its operations which became mandatory. The adoption of these standards has impacted the recognition, measurement and disclosure of certain transactions. The adoption of these standards was applied for the entire reporting period unless otherwise stated. The following is an explanation of the impact the adoption of these standards and interpretations has had on the financial statements of the Consolidated Group. AASB 3 Business Combinations AASB 3 (revised 2008) introduces significant changes in the accounting for business combinations. Changes affect the valuation of non-controlling interests (previously “minority interest”), the accounting for transaction costs, the initial recognition and subsequent measurement of contingent consideration and business combinations achieved in stages. These changes impact the amount of goodwill recognised, the report results for the period when the acquisition occurred and future reported results. The change in AASB 3 will affect future acquisitions, change in, and loss of control of, subsidiaries and transactions with non-controlling interests. (s) (t) (u) 45 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 1: Summary Of Significant Accounting Policies (cont’d) AASB 127 Consolidated and Separate Financial Statements AASB 127 (revised 2008) requires that a change in the ownership interest of a subsidiary (without a change in control) is to be accounted for as a transaction with owners in their capacity as owners. Therefore, such transactions will no longer give rise to goodwill, nor will they give rise to a gain or loss in the statement of comprehensive income. The revised standard changes the accounting for losses incurred by a partially owned subsidiary as well as the loss of control of a subsidiary. The change in AASB 127 will affect future acquisitions, change in, and loss of control of, subsidiaries and transactions with non-controlling interests. Annual Improvements Project In May 2009 and June 2010 the AASB issued omnibus of amendments to its Standards as part of the Annual Improvements Project, primarily with a view to removing inconsistencies and clarifying wording. There are separate transactional provisions and application dates for each amendment. The adoption of the following amendments resulted in changes to accounting policies but did not have any impact on the financial position or performance of the Group: AASB 5 Non-current Assets Held for Sale and Discontinued Operations: clarifies that the disclosures required in respect of non-current assets and disposal groups classified as held for sale of discontinued operations are only those set out in AASB 5. The disclosure requirements of other Accounting Standards only apply if specifically required for such non-current assets or discontinued operations. AASB 8 Operating Segments: clarifies that segment assets and liabilities need only be reported when those assets and liabilities are included in measures that are used by the Company’s decision makers. As the Groups decision makers review segment assets and liabilities, the Group has continued to disclose this information. AASB 107 Statement of Cash Flows: States that only expenditure that results in recognising an asset can be classified as a cash flow from investing activities. (v) New accounting standards and interpretations for Application in Future Periods Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2011 reporting periods and have not yet been applied in the financial report. Jupiter’s assessment of the impact of these new standards and interpretations is set out below. AASB 9 Financial Instruments In November 2009, the AASB issued AASB 9 Financial Instruments which addresses the classification and measurement of financial assets and is likely to affect Jupiter’s accounting for its financial assets. The standard is not applicable until 1 January 2013 and the Group is yet to assess its full impact and whether to adopt AASB 9 in advance of 1 January 2013. AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9 (AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 121, 127, 128, 131, 132, 136, 139, 1023 and 1038) This standard shall be applied when AASB 9 is applied, refer above. AASB 124 Related Party Disclosures The AASB issued AASB 124 Related Party Disclosures which simplifies the definition of a related party, clarifying its intended meaning and eliminating inconsistencies. The standard is not likely to have a significant impact on the financial report. The standard is applicable from 1 July 2011. AASB 2009-12 Amendments to Australian Accounting Standards (AASB 5, 8, 108, 110, 112, 119, 133, 137, 139, 1023 and 1031) This amendment makes numerous editorial changes to a range of Australian Accounting Stands and Interpretation. The standard is not likely to have a significant impact on the financial report. The standard is applicable from 1 46 annual report 2011 JUPITER MINES LIMITED July 2011. AASB 2010-5 Amendments to Australian Accounting Standards (AASB 1, 3, 4, 5, 101, 107, 112, 118, 119, 121, 132, 133, 134, 137, 139, 140, 1023 and 1038) This amendment makes numerous editorial changes to a range of Australian Accounting Stands and Interpretation. The standard is not likely to have a significant impact on the financial report. The standard is applicable from 1 July 2011. AASB 2010-6 Amendments to Australian Accounting Standards (AASBV1 and 7) The amendment increases the disclosure requirement for transactions involving transfers of financial assets. The standard is not likely to have a significant impact on the financial report. The standard is applicable from 1 July 2011. AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 (AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 120, 121, 127, 128, 131, 132, 136, 137, 139, 1023 and 1038) AASB 9 has been modified regarding the classification and measuring of financial liabilities. The standard is not likely to have a significant impact on the financial report. The standard is applicable from 1 July 2011. AASB 2011-1 Amendments to Australian Accounting Standards arising from the Trans-Tasman Convergence project (AASB 1, 5, 101, 107, 108, 121, 128, 132 and 134) This standard amendment removes many of the disclosing obligations which have been transferred to AASB 1054. The standard is not likely to have a significant impact on the financial report. The standard is applicable from 1 July 2011. Joint Arrangements This standard replaces IAS 31 Interests in Joint Ventures and SIC 13 Jointly controlled entities – Non monetary Contributions by Ventures. The standard is not applicable until 1 January 2013 and the Consolidated Group is yet to assess its full impact and whether to adopt in advance of 1 January 2013. Fair Value Measurement This standard examines the definitions and application of fair value measurements. The standard is not applicable until 1 January 2013 and the Consolidated Group is yet to assess its full impact and whether to adopt in advance of 1 January 2013. (w) Carbon Tax Scheme On 10 July 2011, the Commonwealth Government announced the “Securing a Clean Energy Future – the Australian Government’s Climate Change Plan.” Whilst the announcement provides further details of the framework for a carbon pricing mechanism, uncertainties continue to exist on the impact of any carbon pricing mechanism on Jupiter as legislation must be voted on and passed by both Houses of Parliament. In addition, as Jupiter will not fall within the “Top 500 Australian Polluters”, the impact of the Carbon Scheme will be through indirect effects of increased prices on many production inputs and general business expenses as suppliers subject to the carbon pricing mechanism are likely to pass on their carbon price burden to their customers in the form of increased prices. The Board expects that this will not have a significant impact upon the operational costs within the business, and therefore will not have an impact upon the valuation of assets and/or going concern of the business. 47 Note Consolidated Group 2011 $ (a) 2,874,264 601,258 3,475,522 2010 $ 330,001 214,119 544,120 2,874,264 330,001 21,625 21,625 4,351 4,351 344,037 348,317 7,298 205,015 1,757 45,963 260,033 — 443,626 121,950 6,993 28,532 1,637 6,975 44,137 1,162 132,329 60,212 16 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 2: Revenue — interest received — other revenue (a) Interest revenue from: — other persons Note 3: Loss from Ordinary Activities (a) Expenses Finance costs: — other persons Total finance costs Rental expense on operating leases — operating lease rental Depreciation of non-current assets: — leasehold improvements — plant and equipment — furniture and fittings Amortisation of non-current assets: — Intangibles Total depreciation and amortisation expense Impairment of property, plant and equipment Impairment of exploration interests Superannuation expense 48 annual report 2011 JUPITER MINES LIMITED Note 4: Income Tax Expense (a) The prima facie tax on loss from ordinary activities before income tax is reconciled to the income tax as follows: Prima facie tax expense/(benefit) on ordinary activities before income tax at 30% (2010: 30%) — Consolidated entity Add: Tax effect of: — Tax rate differential — Share options expensed — Other non-deductible expenses Less: Tax effect of: — other deductible items Income tax benefit Income tax benefit not brought to account Income tax (benefit) (b) Deferred income tax benefit (net of deferred tax liability reduced – note c) in respect of tax losses not brought to account Deferred income tax benefit attributable to timing differences not brought to account included above. Deferred income tax benefits will only be realised if the conditions for deductibility set out in Note 1 occur. Note Consolidated Group 2011 $ 2010 $ (673,850) (773,885) 6,229 — 481,416 — 28,350 155,463 (186,205) (590,072) (80,181) — (266,386) (590,072) 179,182 (87,204) 590,072 — 6,564,956 5,468,411 330,263 138,344 (c) Deferred tax liabilities The deferred income tax liability which has been reduced to nil by the benefits attributable to tax losses not brought to account 6,923,563 4,605,135 49 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 5: Interests of Key Management Personnel Refer to the Remuneration Report contained in the Report of the Directors for details of the remuneration paid or payable to each member of the Group’s key management personnel for the year ended 30 June 2011. (a) Names and positions held of economic and parent entity key management personnel in office at any time during the financial year are: Key Management Person Position Mr B P Gilbertson Chairman — non-executive Mr S M Woo Mr A Bell Mr P R Murray Mr P Thapliyal Mr R Mehan Mr G Durack Mr M Finkelstein Mr R J Benussi Mr C W Guy Director — non-executive Director — non-executive Director — non-executive Director — non-executive Managing Director and CEO Appointed 9 May 2011 COO CFO & Company Secretary Appointed 15 June 2011 CFO & Company Secretary Resigned 15 June 2011 Exploration Manager Resigned 3 June 2011 (b) The totals of remuneration paid to KMP of the Company and the Group during the year are as follows: Consolidated Group 2011 $ 1,079,520 51,123 — — 2010 $ 965,841 39,022 — 94,500 1,130,643 1,099,363 Short-term employee benefits Post-employment benefits Termination payments Share-based payments 50 annual report 2011 JUPITER MINES LIMITED — — — — — — — — — — l i e b a s c r e x e t o N d e t s e v n U d e t s e V e c n a a B l e n u J 0 3 0 1 0 2 r e h t O * s e g n a h C i d e s c r e x E s a d e t n a r G e c n a a B l n o i t a s n e p m o c 9 0 0 2 l y u J 1 — — — — — — — — — — 0 0 0 , 0 0 7 , 5 0 0 0 , 0 0 7 , 5 ) 0 0 0 , 0 0 1 , 1 ( ) 0 0 0 , 0 0 4 ( 0 0 0 , 0 0 5 0 0 0 , 0 0 7 , 6 , 0 0 0 0 0 5 , 1 0 0 0 , 0 0 5 , 2 , 0 0 0 0 0 2 , 1 0 0 0 0 0 5 , — — — — — 0 0 0 , 0 0 2 , 1 0 0 0 , 0 0 5 — — — — — — — — — — — — — — — — — — — 0 0 0 , 0 0 5 , 1 — — 0 0 0 , 0 0 5 , 2 ) 0 0 0 , 0 0 1 , 1 ( ) 0 0 0 , 0 0 4 ( — — — 0 0 0 , 0 0 5 — — — — — 0 0 0 , 0 0 5 , 1 0 0 0 , 0 0 0 , 4 0 0 0 , 0 0 2 , 1 — — — — — — y a r r u M R P r M i s s u n e B J R r M y u G W C r M l k c o d e W L G r M k c a r u D G r M n o s t r e b l i G P B r M l l e B w e r d n A r M o o W M S r M l a y i l p a h T k n a y i r P r M . r a e y l i a c n a n fi e h t g n i r u d d o s l r o d e s p a l , d e s a h c r u p s n o i t p o o t s r e f e r r e h t o e g n a h c t e N * 51 t o N i l e b a s c r e x e d e t s e v n U d e t s e V e c n a a B l e n u J 0 3 1 1 0 2 r e h t O * s e g n a h C i d e s c r e x E s a d e t n a r G e c n a a B l n o i t a s n e p m o c 0 1 0 2 l y u J 1 l e n n o s r e P t n e m e g a n a M y e K y b d e H s n o i t p O l f o r e b m u N — — — — — — — — — — , 0 0 0 0 0 5 , 1 0 0 0 , 0 0 5 , 1 , 0 0 0 0 0 0 , 2 0 0 0 , 0 0 0 , 2 0 0 0 , 0 0 2 0 0 0 , 0 0 5 0 0 0 , 0 0 2 0 0 0 , 0 0 5 0 0 0 , 0 0 2 , 4 0 0 0 , 0 0 2 , 4 — — — — — — 0 0 0 , 0 0 5 0 0 0 , 0 0 0 , 1 — 0 0 0 , 0 0 5 , 1 — — — — — 0 0 0 , 0 0 5 , 1 0 0 0 , 0 0 5 , 2 0 0 0 , 0 0 2 , 1 0 0 0 , 0 0 5 0 0 0 , 0 0 7 , 5 y a r r u M R P r M i s s u n e B J R r M y u G W C r M l k c o d e W L G r M l i i s g n d o H s t h g R d n a s n o i t p O ) c ( . r a e y l i a c n a n fi e h t g n i r u d d o s l r o d e s p a l , d e s a h c r u p s n o i t p o o t s r e f e r r e h t o e g n a h c t e N * JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 5: Interests of Key Management Personnel (cont’d) (c) Shareholdings Number of Shares held by key management personnel Key Management Personnel Balance 1 July 2010 Received as Remuneration Options Exercised Mr P R Murray Mr G Durack Mr R J Benussi Mr C W Guy Mr P Thapliyal 980,000 — — — 7,913,680 8,893,680 — — — — — — — — Net Change Other* — — Balance 30 June 2011 980,000 — 200,000 558,265 500,000 1,000,000 (300,000) (441,735) — 3,813,400 11,727,080 1,500,000 3,071,665 13,465,345 * Net change other refers to shares purchased or sold during the financial year. NOTE: Brian Gilbertson as the Chairman of Pallinghurst Resources Limited (listed on the JSE and BSX) has a relevant interest in Pallinghurst Steel Feed Dutch (B.V.) (PSF). PSF is the registered owner of 113,961,975 Ordinary Shares and 187,058,859 shares held in escrow until 8 November 2011. Andrew Bell as the Chairman and Director of Red Rock Resources plc has a relevant interest in Red Rock Resources plc (RRR). RRR is the registered owner of 74,200,832 Ordinary Shares. Priyank Thapliyal is a Director of PSF and therefore has a relevant interest in PSF. PSF is the registered owner of 113,961,975 Ordinary Shares and 187,058,859 shares held in escrow until 8 November 2011. Sun Moon Woo as the Managing Director of POSA Pty Ltd, has a relevant interest in POSA Pty Ltd (POSA) and POSCO Australia GP PTY LTD (POSA GP). POSA is the registered owner of 55,624,454 Ordinary Shares, POSA GP is the registered owner of 271,586,321 shares held in escrow until 8 November 2011. Key Management Personnel Balance 1 July 2009 Received as Remuneration Options Exercised Net Change Other* Balance 30 June 2010 (1,165,000) 980,000 — (400,000) (15,000) — — — 7,913,680 7,913,680 — — — — — — — — — — — — — — 400,000 — — — — — — — — 400,000 6,333,680 8,893,680 Mr P R Murray Mr G Durack Mr R J Benussi Mr C W Guy Mr P Thapliyal Mr G L Wedlock Mr B P Gilbertson Mr S M Woo Mr Andrew Bell Mr Y Zhou Mr Y Xie 2,145,000 — — 15,000 — — — — — — — 2,160,000 — — — — — — — — — — — — * Net change other refers to shares purchased or sold during the financial year. 52 annual report 2011 JUPITER MINES LIMITED NOTE: Brian Gilbertson as the Chairman of Pallinghurst Resources Limited (listed on the JSE and BSX) has a relevant interest in Pallinghurst Steel Feed Dutch (B.V.) (PSF). PSF is the registered owner of 92,899,165 Ordinary Shares. Andrew Bell as the Chairman and Director of Red Rock Resources plc has a relevant interest in Red Rock Resources plc (RRR). RRR is the registered owner of 85,734,165 Ordinary Shares. Priyank Thapliyal is a Partner of Pallinghurst Resources LLP and has a relevant interest in Pallinghurst Steel Feed Dutch (BV) (PSF). PSF is the registered owner of 92,899,165 Ordinary Shares. Sun Moon Woo as the Managing Director of POSA Pty Ltd, has a relevant interest in POSA Pty Ltd (POSA). POSA is the registered owner of 48,000,000 Ordinary Shares. Note 6: Auditors’ Remuneration Remuneration of the auditor of the parent entity, Grant Thornton Audit Pty Ltd for: - Auditing or reviewing the financial report - Taxation and other services Remuneration of the auditor of the subsidiary entities for auditing services was $4,883. Consolidated Group 2011 $ 2010 $ 94,000 21,500 115,500 79,328 7,370 86,698 Note 7: Dividends No dividends were declared or paid in the period. — — Note 8: Earnings per Share (a) Reconciliation of earnings to net loss for the year Net loss Losses used to calculate basic EPS and dilutive EPS Consolidated Group 2011 $ 2010 $ (2,158,963) (2,579,617) (2,158,963) (2,579,617) (b) Weighted average number of ordinary shares outstanding during No. No. the year used in calculating basic EPS and dilutive EPS 1,228,289,021 343,815,959 There are no dilutive potential for ordinary shares as the exercise of options to ordinary shares would have the effect of decreasing the loss per ordinary share and would therefore be non-dilutive. 53 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 9: Current Assets – Cash and cash equivalents Cash at bank and in hand Short-term bank deposits Note Consolidated Group 2011 $ 2010 $ 14,756,759 6,594,788 125,180,207 183,000 139,936,966 6,777,788 The effective interest rate on short-term bank deposits was 5.86%; the term of deposits range between 30 and 180 days. Reconciliation to the statement of cashflows Cash at the end of the financial year as shown in the statement of cash flows is reconciled to items in the statement of financial position as follows: Cash and cash equivalents Credit cards 139,936,966 6,777,788 20 — (8,621) 139,936,966 6,769,167 Note 10: Current Assets – Trade and other receivables CURRENT GST receivables Sundry debtors 434,754 864,124 103,036 — 1,298,878 103,036 • Allowance for impairment loss: The Group’s exposure to bad debts is not significant. • Related party receivables: For terms and conditions of related party receivables refer to Note 30. • Fair value and credit risk: Due to the short term nature of these receivables, their carrying value is assumed to approximate their fair value. Foreign exchange risk: Details’ regarding foreign exchange and interest rate risk exposure are disclosed in Note 31. • 54 annual report 2011 JUPITER MINES LIMITED Note 11: Current Assets - Financial assets Consolidated Group 2011 $ 2010 $ Available-for-sale financial assets comprise: Listed investments, at fair value — shares and options in listed corporations 6,255,569 8,895,435 Unlisted investments, at cost — shares in unlisted companies Total available-for-sale financial assets — 6,255,569 107,180 9,002,615 Available-for-sale investments consist of investments in ASX listed companies ordinary shares, and therefore have no fixed maturity date or coupon rate. The fair value of listed available-for-sale investments has been determined directly by reference to published price quotations in an active market. This resulted in a net loss on revaluation of $2,639,866 for the 2011 financial year. For the 2010 financial year there was a net loss of $382,681. Note 12: Controlled entities Controlled entities consolidated Note Parent Entity: - Jupiter Mines Limited Subsidiaries of Jupiter Mines Limited: - Future Resources Australia Limited - Jupiter Uranium Pty Limited - Central Yilgarn Pty Limited - Broadgold Pty Limited - Jupiter Kalahari Manganese Limited (a) (b) * Percentage of voting power is in proportion to ownership Country of Incorporation Australia Australia Australia Australia Australia Mauritius Percentage Owned (%)* 100 100 100 100 100 100 100 100 100 100 (a) (b) Liquidation of entity: During the year, Jupiter Uranium was entered into liquidation. Principal Activities: During the year all Controlled Entities with the exception of Jupiter Kalahari Manganese Limited were dormant. 55 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 13: Non-current assets – Property, plant and equipment PLANT AND EQUIPMENT Leasehold improvements - At cost - Accumulated depreciation Plant and equipment - At cost - Accumulated depreciation Furniture and fittings - At cost - Accumulated depreciation Consolidated Group 2011 $ 2010 $ 14,407 (14,407) - 4,526,422 (258,123) 4,268,299 26,198 (5,758) 20,440 14,407 (7,109) 7,298 248,641 (53,107) 195,534 22,053 (4,001) 18,052 Net carrying value 4,288,739 220,884 Movements in Carrying Amounts Movement in the carrying amounts for each class of plant and equipment between the beginning and the end of the current financial year Consolidated Group: $ $ $ Leasehold Improvements Plant and Equipment Furniture and Fittings Balance at 1 July 2009 Additions Disposals Impairment Depreciation expense Balance at 30 June 2010 Additions Disposals Impairment Depreciation expense Balance at 30 June 2011 56 2,675 11,616 — — (6,993) 7,298 — — — (7,298) — 88,729 136,500 — (1,163) (28,532) 195,534 4,277,781 — — (205,016) 4,268,299 13,015 6,674 — — (1,637) 18,052 4,145 — — (1,757) 20,440 Total $ 104,419 154,790 — (1,163) (37,162) 220,884 4,281,926 — — (214,071) 4,288,739 annual report 2011 JUPITER MINES LIMITED Note 14: Non-current assets - Intangible assets Computer software - At cost - Accumulated amortisation Net carrying value Movements in carrying amounts Balance at 1 July 2009 Additions Amortisation expense Balance at 30 June 2010 Additions Amortisation expense Balance at 30 June 2011 Consolidated Group 2011 $ 2010 $ 169,354 (52,938) 116,416 101,974 (6,975) 94,999 Total $ 871 101,103 (6,975) 94,999 67,380 (45,963) 116,416 Intangible assets have finite useful lives. The current amortisation charges for intangible assets are included under depreciation and amortisation expense per the statement of comprehensive income. All software in amortised over 3 years. Note 15: Other assets CURRENT Prepayments NON-CURRENT Deposits Loans (a) Loan notes: Consolidated Group Notes 2011 $ 2010 $ 450,572 11,141 (a) 3,786,130 7,910,502 11,696,632 808 — 808 These loans have no fixed repayment date. $3,182,135 of loans are interest free, the remaining loans accrue interest at South African Prime rate. Related party receivables: For terms and conditions of related party receivables refer to note 30. Fair value: Details’ regarding fair value is disclosed in note 31. Foreign exchange and interest rate risk: Details’ regarding foreign exchange and interest rate risk exposure is disclosed in note 31. Credit risk: The maximum exposure to credit risk at the reporting date is the higher of the carrying value of each class of receivable. No collateral is held as security. 57 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 16: Non-current assets - Exploration and evaluation assets Opening Balance Additions Impairment Closing Balance Costs carried forward in respect of the following areas of interest: - Widgiemooltha - Klondyke - Mount Mason - Mt Ida & Mt Hope - Walling Rock - Mt Alfred - Corunna Downs - Yunndaga - Oakover Total exploration expenditure Consolidated Group 2011 $ 12,328,678 6,876,000 443,626 19,648,304 200,000 571,106 3,855,779 8,958,890 — 1,311,074 72,315 40,000 4,638,910 19,648,304 2010 $ 7,722,967 4,472,382 132,329 12,328,678 482,117 549,629 3,446,005 3,074,576 25,893 1,082,052 53,822 40,000 3,574,584 12,328,678 Capitalised costs amounting to $11,903,724 (2010: $2,632,025) have been included in cash flows from investing activities in the statement of cash flows of which $6,547,875 relates to the parent company and the balance of $5,355,849 is included under mining reserves resulting from the acquisition of interest in Joint Venture, refer to Note 17. The Group has written-off exploration carrying costs of $443,626 as impaired assets during the year ended 30 June 2011 (2010: $132,329) and is separately presented in the Statement of Comprehensive Income as impairment of exploration interests. Impairment was incurred due to revaluation of the Widgiemooltha assets to fair value. Note 17: Acquisition of interest in Joint Venture On 29 October 2010, the Group completed the acquisition of 49.9% of the issued capital of Tshipi, a company with manganese projects in South Africa, for a purchase consideration of $246,134,689, giving the Group joint control. The vendors of the 49.9% interest in Tshipi were the Pallinghurst Co-Investors, share a single investment manager, the Pallinghurst investment manager, which is chaired by Brian Gilbertson. Priyank Thapliyal is also a partner of the investment manager. The vendors of Tshipi included Pallinghurst Resources Limited, which is listed on the Johannesburg Stock Exchange and Bermuda Stock Exchange. Brian Gilbertson is the Chairman of Pallinghurst Resources Limited. A further vendor of Tshipi included a subsidiary of POSCO. POSCO is a Korean corporation that is listed on the Republic of Korea, New York and Tokyo Stock Exchanges. Mr Woo is the Managing Director of POSCO Australia (Pty) Ltd. Accordingly, the only Directors considered to be independent and able to vote on the acquisition were Paul Murray and Andrew Bell. The Notice of General Meeting as sent to shareholders on 6 July 2010 (in advance of the General Meeting held on 12 August 2010) noted that Paul Murray and Andrew Bell had both recommended that shareholders vote in favour of all the relevant resolutions to complete the acquisition. The Pallinghurst Co-Investors had previously entered into a joint venture agreement with Ntsimbintle Mining (Pty) Limited, the owners of 50.1% of Tshipi. The joint venture agreement governs Tshipi’s operating and financing policies, and the relationship between the joint venture partners. Jupiter Kalahari (Mauritius) Limited, a Jupiter subsidiary, has since become party to an updated similar joint venture agreement, and assumed similar rights and obligations in the partnership. 58 annual report 2011 JUPITER MINES LIMITED The acquisition of Tshipi is part of the Group’s overall strategy to expand its mineral resource projects in the mining industry. The purchase was satisfied by the issue of 1,208,667,347 ordinary shares at an issue price of $0.211 each and the payment of $255,027,602. The issue price of the new Jupiter shares was based on the 30 day volume weighted average sale price as at 1 March 2010 (the announcement date). Purchase consideration: Interest bearing loan acquired equity issued 17(a) 17(a) Assets acquired and liabilities assumed at the date of acquisition Cash and cash equivalents Receivables Mining reserves (i) Property, plant and equipment Payables Borrowings (ii) Deferred tax liabilities Deferred tax liabilities on consolidation (iii) Identifiable assets acquired and liabilities assumed Fair Value $ 8,892,913 246,134,689 255,027,602 868,855 25,103 340,262,745 5,502 (256,626) (4,689,894) (191,830) (89,889,166) 246,134,689 (i) (ii) (iii) Mining reserves acquired related to the mineral reserves located in the prospective manganese projects owned by Tshipi in South Africa. The Directors believe these amounts are fully recoverable and no provision for impairment is required. Assets purchased included interest bearing loans due from Tshipi. The loan value at 30 June 2011 was $15,675,217 (30 June 2010; Nil). The Group has eliminated 49.9% of the loan made to Tshipi on consolidation; the balance of $7,910,502 (30 June 2010; nil) effectively represents the loan balance that has been made to the 50.1% of the joint venture not owned by the Group. Deferred tax liability on consolidation of $89,889,166 related to recognition of future tax payable on profits derived as a result of the mining operations at Tshipi. Balances from ownership of 49.9% of Tshipi have been included in the consolidated reports of the Group at 30 June 2011. Acquisition-related costs are included within the statement of comprehensive income totalling $1,156,867. The costs include transaction tax and other settlement expenses. 59 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 NOTE 18: Interest in Joint Venture A controlled entity, Jupiter Kalahari (Mauritius) Limited, has a 49.9% interest in Tshipi, a joint venture entity, whose principal activity is the exploration, mining and sale of manganese. The Group accounts for its interest in the joint venture by using the proportionate consolidation and by combining the Group’s share of each of the assets, liabilities, income and expenses of the jointly controlled entity with similar items, line by line, in the Group’s financial statements. The Group’s share of assets and liabilities employed in the joint venture is: Consolidated Group 30 June 2011 $ 30 June 2010 $ CURRENT ASSETS Cash & cash equivalents Trade and other receivables TOTAL CURRENT ASSETS NON-CURRENT ASSETS Mining reserves Property, plant and equipment Intangible assets Other non-current assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Short-term provisions Short-term borrowings TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Deferred tax liability TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET INTEREST IN JOINT VENTURE 13,135,196 338,774 13,473,970 341,511,875 1,292,829 439 3,035,361 345,840,504 359,314,474 621,505 32,958 476,444 1,130,907 89,955,370 89,955,370 91,086,277 268,228,197 The Group’s share of the joint venture income and expenses is: Share of joint venture income Share of joint venture expenses Share of joint venture other comprehensive income 258 (1,921) (912) — — — — — — — — — — — — — — — — — — — — The recoverability of the carrying amount of the mining reserves is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest. 60 annual report 2011 JUPITER MINES LIMITED Note 19: Current liabilities - Trade and other payable CURRENT Unsecured liabilities Trade payables Sundry payables and accrued expenses Consolidated Group 2011 $ 2010 $ 1,694,785 921,060 2,615,845 445,592 310,739 756,331 Fair value: Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value. Note 20: Current liability – Short-term borrowings CURRENT Loans Bank credit cards Consolidated Group 2011 $ 2010 $ 476,412 — 476,412 — 8,621 8,621 • • • Fair Value and Credit Risk: due to the short term nature of these receivables, their carrying value is assumed to approximate their fair value. Included in other non-current assets (note 15) is a loan to Tshipi of $7,910,502. The current loan balance of $476,412 represents the element of this advance which has not been eliminated on consolidation. Loan terms and conditions: there is no fixed repayment date for the loan as at 30 June 2011. The loan is interest free and has no covenants attached to it at reporting date. Financial Guarantees: the Group has provided no guarantees as at 30 June 2011 • • Related party payables: for terms and conditions of related party receivables refer to Note 30. Interest rate, foreign exchange and Liquidity Risk: for terms and conditions refer to Note 31 • 61 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 21: Current and non-current provisions SHORT TERM PROVISIONS Short-term employee benefits Provision for onerous contracts LONG TERM PROVISIONS Provision for onerous contracts Movements in provisions: Short-term employee benefits Carrying amount at the start of the year Additional provisions recognised Provisions used At reporting date Provision for onerous contracts Carrying amount at the start of the year Additional provisions recognised Amount expensed At reporting date Note Consolidated Group 2011 $ 2010 $ 146,320 11,092 157,412 — — 75,788 136,429 (65,898) 146,319 24,458 — (13,366) 11,092 75,788 17,265 93,053 7,193 7,193 39,347 68,956 (32,515) 75,788 81,006 — (56,548) 24,458 The provision for onerous contracts comprises certain obligations on operating leases relating to premises. For further details regarding these commitments see Note 24. 62 annual report 2011 JUPITER MINES LIMITED Note 22: Issued capital Paid up capital: 1,823,290,836 (2010: 369,786,471) fully paid ordinary shares Nil (2010: 5,200,000) fully paid options Note Consolidated Group 2011 $ 2010 $ 22(a) 22(b) 456,510,087 — 456,510,087 46,401,428 527,158 46,928,586 (a) Ordinary shares At the beginning of reporting period 46,401,428 36,306,992 Shares issued during the year, net of transaction costs - 23,696,683 issued 29 October 2010 - 946,411,458 issued 8 November 2010 - 262,255,799 deferred shares issued - 140,761,761 issued 4 February 2011 - 73,578,572 issued 29 April 2011 Shares issued during the previous period Sub total 6,800,000 Options converted to shares during the period At reporting date 22(e) 4,999,975 199,691,890 55,355,711 95,674,251 51,504,974 — 453,628,229 2,881,858 456,510,087 — — — — — 9,913,636 46,220,628 180,800 46,401,428 Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At the shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. The ordinary shares have no par value. 946,411,458 ordinary shares are subject to escrow until 8 November 2011. 63 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 22: Issued capital (cont’d) At the beginning of the reporting period Shares issued during the period - 29 October 2010 - 8 November 2010 - Deferred shares - 4 February 2011 - 29 April 2011 Conversion of options Shares issued during the previous period At reporting date (b) Options At the beginning of reporting period Options issued during the year Options exercised during the year: Options lapsed during the year At reporting date At the beginning of the reporting period Options issued during the year Options exercised during the year: Options lapsed during the year At reporting date (c) Options Consolidated Group 2011 Number of shares 2010 Number of shares 369,786,471 240,385,875 23,696,683 946,411,458 262,255,799 140,761,761 73,578,572 — — — — — — — 6,800,000 1,823,290,744 129,400,596 369,786,471 Consolidated Group 2011 $ 2010 $ 527,158 — (527,158) — — 589,658 — — (62,500) 527,158 Consolidated Group 2011 Number of options 2010 Number of options 5,200,000 6,700,000 — (5,200,000) — — — (1,500,000) — 5,200,000 The balance of options at the beginning of the reporting period totalling 5,200,000 were to expire between 30 November 2010 and 31 December 2010 at an exercise price of $0.35 per option At 30 June 2011, there were no (30 June 2010: 5,200,000) unissued ordinary shares for which options were outstanding. The options expire between 30 November 2010 and 31st December 2010 at an exercise price of $0.35 per option. 64 annual report 2011 JUPITER MINES LIMITED (d) Capital Management Management controls the capital of the Group in order to maintain an appropriate debt to equity ratio, provide the shareholders with adequate returns and ensure that the Group can fund its operations and continue as a going concern. The Group’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets. There are no externally imposed capital requirements. Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues. There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year. (e) Deferred shares The deferred shares balance within equity refers to the 262,255,799 deferred shares which are to be issued to Investec Bank Limited in consideration for their interest in Tshipi, which was vended into Jupiter as part of the Tshipi Jupiter transaction referred to in Note 17 Acquisition of interest in Joint Venture. The terms of the transaction stated that Investec would only be issued their shares in Jupiter after the twelve month warranties period has expired, with the number of shares to be issued determined on the basis of whether there is a warranty claim against Tshipi within twelve months. The deferred shares are to be issued to Investec twelve months from the date of the issue of the shares relating to the transaction, being 8 November 2011. The terms of this element of the transaction were disclosed more fully in the Notice of General Meeting as sent to shareholders on 6 July 2010, which detailed the terms of the acquisition of the 49.9% interest in Tshipi by Jupiter. The General Meeting was held on 12 August 2010 and all resolutions were passed. Other than in the event of a warranty claim against Tshipi, Investec have a legal entitlement to be issued full 262,255,799 deferred shares. The Directors therefore believe that the economic substance of this part of the transaction is that the deferred shares should be treated as equity (not liabilities), notwithstanding the legal arrangements, and the balance is disclosed within equity in the consolidated statement of financial position. The Directors believe it is very unlikely that any warranty claim will be made against Tshipi, either by 08 November 2011, or after that date. 65 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 23: Reserves Options reserve Financial assets reserve Foreign currency reserve Options issued: 5,300,000 (2010: 6,900,000) options The option reserve records items recognised as expenses on valuation of key management personnel share options. (a) Options At the beginning of reporting period Options issued during the year Options converted to ordinary shares during the year Options lapsed/cancelled during the year At reporting date At the beginning of the reporting period Number of Options converted to ordinary shares during the period Number of Options issued during the year Number of options lapsed/cancelled during the period Note Consolidated Group 2011 $ 670,400 437,407 (268,811) 838,996 2010 $ 860,100 3,077,273 — 3,937,373 670,400 860,100 (a) (c) (d) (a) 860,100 1,188,600 — 94,500 (189,700) — (100,800) (322,200) 670,400 860,100 2011 No 2010 No 6,900,000 8,400,000 (1,600,000) (400,000) — — 500,000 (1,600,000) At reporting date (b) 5,300,000 6,900,000 (b) Options Directors, employees and consultant share option scheme expenses of $nil (2010: $94,500) represents the valuation of options granted. These were valued using the Black-Scholes pricing method. At 30 June 2011, there were 5,300,000 (30 June 2010: 6,900,000) unissued ordinary shares for which options were outstanding. These options will expire between 21 November 2011 and 3 October 2012 at exercise prices ranging from $0.19 to $0.35 per option. (c) Financial Asset Reserve The financial assets reserve records amounts relating to the revaluation of available for sale financial assets. (d) Foreign Currency Reserve Foreign currency differences arising on the revaluation of Jupiter’s interest in Joint Venture and intercompany loans denominated in currencies other than Australian Dollars. 66 annual report 2011 JUPITER MINES LIMITED Note 24: Capital and Leasing Commitments Operating Lease Commitments Non-cancellable operating leases contracted for but not capitalised in the financial statements Payable - minimum lease payments - - not later than 12 months between 12 months and 5 years Note Consolidated Group 2011 $ 2010 $ 433,847 1,594,656 2,028,503 329,985 77,970 407,955 The property lease is non-cancellable for five-year, with rent payable monthly in advance. The company has entered into a non-cancellable sub-lease arrangement which expires in November 2011. The sub-lessee has assumed the make good commitments and the lease guarantee. The total expected minimum lease payments to be received over the remainder of the lease is $42,472. Exploration Expenditure Commitments In order to maintain current rights of tenure to exploration tenements, the Company and Group are required to perform minimum exploration work to meet the requirements specified by various State governments. These obligations can be reduced by selective relinquishment of exploration tenure or application for expenditure exemptions. Due to the nature of the Company and Group’s operations in exploring and evaluating areas of interest, it is very difficult to forecast the nature and amount of future expenditure. It is anticipated that expenditure commitments for the next twelve months will be tenement rentals of $119,568 (2010: $129,119) and exploration expenditure of $19,425,775 (2010: $4,524,551) of which $4,425,775 relates to the Parent Company. Note 25: Contingent Liabilities and Contingent Assets Contingent Liabilities The parent entity has provided guarantees to third parties in relation to the performance and obligations of controlled entities in respect of banking facilities. At reporting date, the value of these guarantees and facilities are $750,769 (2010: $170,000). Total utilised at reporting date was $8,129. Contingent Assets No contingent assets exist as at 30 June 2011 or 30 June 2010. 67 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 26: Segment Reporting The Group operates in the mining industry within Australia and South Africa. The Group has identified its operating segments based on the internal reports that are reviewed and used by the chief operating decision makers (the Board of Directors and key management) in assessing performance and determining the allocation of resources. The Group segments are structured primarily on the basis of mineral as Central Yilgarn Iron Project (Iron Ore) located in Australia, Tshipi (Manganese) which is located in South Africa and Corporate/Unallocated. Expenses and assets are allocated to segments based on the tenement to which they directly relate. Information is not readily available for allocating the remaining items of revenue, expenses, assets and liabilities, or these items are not considered part of the core operations of any segment. Proportionate consolidation of associates results Operating results and share of assets and liabilities are proportionately consolidated for the purposes of internal reporting whereas for the preparation of the financial statements they are equity accounted. Impairment of exploration interests (388,438) (55,188) CYIP – Iron Ore (Australia) $ Tshipi – Manganese (South Africa) $ Corporate & Unallocated $ Total $ 831,654 2,643,868 3,475,522 — — — — — (824) — — — — — — — — — — — — — (37,294) — — — — — (726,945) — (260,033) (260,033) (20,800) (274,798) — (21,624) (274,798) (443,626) (1,156,867) (1,156,867) (82,725) (449,911) (361,153) (208,121) (231,782) (676,211) (746,293) — (44,305) (82,725) (487,205) (361,153) (208,121) (231,782) (676,211) (746,293) (726,945) (44,305) (388,438) 11,403 (1,869,131) (2,246,166) (i) Segment performance 30 June 2011 Revenue¹ Depreciation and amortisation expense Finance costs Director and secretarial costs Acquisition costs Insurance costs Legal and professional costs Travel and entertaining costs Occupancy costs Consultancy fees Administration expenses Employee benefits expense Foreign exchange loss Other expenses Net loss before tax from continuing operations 68 Impairment of exploration interests (90,526) 30 June 2010 Revenue¹ Depreciation and amortisation expense Finance costs Director and secretarial costs Impairment of property, plant and equipment Legal and professional costs Travel and entertaining costs Occupancy costs Consultancy fees Administration expenses Employee benefits expense Directors, employees & consultant option expenses Other expenses Net profit before tax from continuing operations ¹ The majority of the segments revenue are from interest annual report 2011 JUPITER MINES LIMITED CYIP – Iron Ore (Australia) $ Tshipi – Manganese (South Africa) $ Corporate & Unallocated $ Total $ — — — — — — — — — — — — — — — — — — — (508,777) — — — — — — — 544,120 544,120 (44,137) (44,137) (4,351) (311,481) (41,803) (4,351) (311,481) (132,329) (1,162) (1,162) (192,659) (271,150) (186,777) (297,244) (317,856) (470,908) (701,436) (271,150) (186,777) (297,244) (317,856) (470,908) (94,500) (94,500) (290,406) (290,406) (90,526) (508,777) (1,980,314) (2,579,617) 69 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 26: Segment Reporting (cont’d) (ii) Segment assets and liabilities CYIP – Iron Ore (Australia) $ Tshipi – Manganese (South Africa) $ Corporate & Unallocated $ Total $ — — — — 2,909,093 115,977 — 263,000 19,648,305 22,936,375 1,987,240 — 124,453 — 2,111,693 58,400,671 81,536,295 139,936,966 338,774 — — 1,292,829 439 341,511,875 10,945,863 — 960,104 450,572 6,255,569 86,818 — — 1,298,878 450,572 6,255,569 4,288,740 116,416 341,511,875 487,769 11,696,632 — 19,648,305 412,490,451 89,777,127 525,203,953 628,605 476,412 32,958 89,955,370 91,093,345 — — — — — 2,615,845 476,412 157,411 89,955,370 93,205,038 CYIP – Iron Ore (Australia) $ Tshipi – Manganese (South Africa) $ Corporate & Unallocated $ Total $ — — — — — — — — — — — — 7,668,526 7,668,526 3,574,583 3,574,583 — — — — — — — — — — 6,777,788 6,777,788 103,036 11,949 103,036 11,949 9,002,615 9,002,615 220,884 94,999 220,884 94,999 1,085,569 12,328,678 17,296,840 28,539,949 756,331 756,331 8,621 93,053 7,193 8,621 93,053 7,193 865,198 865,198 30 June 2011 Cash and cash equivalents Trade and other receivables Other current assets Financial assets Property, plant and equipment Intangible assets Mining reserve Other non current assets Exploration and evaluation assets Total assets Trade and other payables Short term borrowings Short term provisions Deferred tax liabilities Total liabilities 30 June 2010 Cash and cash equivalents Trade and other receivables Other current assets Financial assets Property, plant and equipment Intangible assets Exploration and evaluation assets Total assets Trade and other payables Short term borrowings Short term provisions Long term provisions Total liabilities 70 annual report 2011 JUPITER MINES LIMITED Note 27: Cash Flow Information (a) Reconciliation of Cash Flow from Operations to Loss after Income Tax Loss after income tax Non-cash flows included in loss after tax Depreciation and amortisation Net loss on disposal of property, plant and equipment Share options recognised Impairment of exploration and evaluation assets Gain on revaluation of equities Unrealised foreign exchange loss Realised foreign exchange gain Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries (Increase)/decrease in GST receivable Decrease in prepayments and deposits paid (Increase)/decrease in other assets (Increase)/decrease in other debtors (Decrease) in trade payables and other creditors Increase in deferred tax Increase/(decrease) in provisions Cash outflows from operations Consolidated Group 2011 $ 2010 $ (2,158,963) (2,579,617) 260,033 — — 443,626 — 744,034 (16,622) — — (612,492) (579,502) (476,922) (121,107) 24,207 44,137 1,162 94,500 132,329 (214,119) — — (51,543) 3,667 — 34,000 501,237 — (95,895) (2,493,708) (2,130,142) (b) Non cash financing and investing activities: i. Share Issue Tshipi Transaction: 1,208,667,257 ordinary shares were issued at $0.211 per share as part of the Tshipi acquisition, refer to Notes 22 and 17. ii.Options 6,800,000 unquoted options issued under the Jupiter Employee Options Plan were exercised during the period. iii.Exploration and evaluation Capitalised costs amounting to $11,903,724 (2010: $2,632,025) have been included in cash flows from investing activities in the statement of cash flows. Exploration and evaluation costs of ($771,751) (2010: $2,106,015) were non-cash in nature. 71 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 27: Cash Flow Information (cont’d) (c) Credit Standby Arrangements with Banks Credit facility Amount utilised Unused credit facility The major facilities are summarised as follows: Bank credit cards: Bank credit cards are arranged with ANZ bank with the general terms and conditions being set and agreed to annually Interest rates are variable and subject to adjustment. Note 28: Share-Based Payments Consolidated Group 2011 $ 2010 $ — — — 48,000 (8,621) 39,379 Each option granted under the Jupiter Mines Limited Employee Option Plan entitles the employee to acquire one ordinary share of Jupiter Mines Limited (JMS). There are no voting or dividend rights attaching to the options until they are exercised by the employee, at which point ordinary shares which rank equally with all other JMS shares are issued and quoted on the ASX. The options cannot be transferred and will not be quoted on the ASX. All options expire on the earlier of their expiry date or termination of the individual’s employment. Should the Vesting Conditions (described below) not be met, options will lapse. The terms and conditions of the grants on issue as at 30 June 2011 are as follows, whereby all options are settled by physical delivery of shares: Grant Date No. of Options Vesting Date Vesting Conditions Expiry Date Exercise Price 23 July 2007 200,000 23 Jul 2007 Continuation of service 23 Jul 2012 $0.25 16 August 2007 800,000 16 Aug 2007 Continuation of service 4 Sep 2012 $0.25 16 August 2007 600,000 16 Aug 2007 Continuation of service 4 Sep 2012 $0.30 16 August 2007 600,000 16 Aug 2007 Continuation of service 4 Sep 2012 $0.35 2 October 2007 100,000 2 Oct 2007 Continuation of service 3 Oct 2012 $0.25 14 November 2006 500,000 14 Nov 2006 Continuation of service 21 Nov 2011 $0.20 14 November 2006 1,000,000 14 Nov 2006 Continuation of service 21 Nov 2011 $0.25 14 November 2006 1,000,000 14 Nov 2006 Continuation of service 21 Nov 2011 $0.35 6 November 2010 500,000 6 Nov 2010 Continuation of service 6 Nov 2012 $0.19 5,300,000 72 annual report 2011 JUPITER MINES LIMITED Consolidated Group 2011 $ 2010 $ Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Outstanding at the beginning of the period 6,900,000 0.26 8,400,000 Granted Forfeited Cancelled Exercised Expired Outstanding at the end of the period Exercisable at the end of the period* *Closing JMS share price on 30 June 2011 was $0.4450 — — — (1,600,000) — 5,300,000 5,300,000 — — — 0.25 — 0.28 0.28 500,000 — (500,000) (400,000) (1,100,000) 6,900,000 6,900,000 0.25 0.19 — 0.20 0.20 0.20 0.26 0.26 The options outstanding at 30 June 2011 have an exercise price of $0.28 a weighted average contractual life of 2.55 years. During the financial year, 1,600,000 options were exercised (2010: 400,000). The fair value of services received in return for options granted is measured by reference to the fair value of options granted. The estimate of the fair value of the services received is measured based on the Black Scholes option-pricing model. The contractual life of the options is used as an input into the model. Expectations of early exercise are incorporated into the model as well. Tranche Expiry Date Fair Value per Option $ Exercise Price $ Price of Shares on Grant $ Estimated Volatility % Risk Free Interest Dividend Yield % 1 6 Nov 2012 0.189 0.19 0.215 163.26 5.13 — The expected volatility is based on the historic volatility of peer Group entities (calculated on the weighted average remaining life of the share options), adjusted for any expected changes to volatility due to publicly available information. Risk-free interest rates are based on 5 year government bonds. Options will only convert to ordinary shares upon the achievement of a service condition. Note 29: Events After the Reporting Date There were no material events subsequent to reporting date. 73 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 30: Related Party Transactions Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. Transactions with related parties: Consolidated Group 2011 $ 2010 $ a. Key Management Personnel Consulting fees paid to Keypalm Pty Ltd, a company in which Mr G L Wedlock had a beneficial interest. Consulting fees paid to Intrepid Concepts Pty Ltd, a company in which Mr R J Benussi has a beneficial interest. Consulting fees paid to Condorex Limited, a company in which Mr Andrew Bell has a beneficial interest. Consulting fees paid to PHM Securities Pty Ltd, a company in which Mr P R Murray has a beneficial interest. Expenses reimbursed to Pallinghurst Advisors LLP, a company in with Mr B Gilbertson and Mr P Thapliyal have a beneficial interest. — 120,000 237,500 187,500 53,774 60,544 55,917 57,810 185,148 155,287 Consulting Fees paid to Pallinghurst Steel Feed (Dutch) B.V., a company in which Mr P Thapliyal has a beneficial interest. 128,833 90,492 A payable to Pallinghurst Steel Feed (Dutch) B.V., a company in which Mr P Thapliyal has a beneficial interest. 47,500 42,625 b. Related Entities Loan receivable from Tshipi Loan payable to Tshipi 7,910,502 476,412 — — 74 annual report 2011 JUPITER MINES LIMITED Note 31: Financial Instruments The Group’s financial instruments consist mainly of deposits with banks, short-term investments, accounts receivable and payable. The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting policies to these financial statements, are as follows: Financial Assets Cash and cash equivalents Trade and other receivables Available-for-sale financial assets Other non-current assets Financial Liabilities Trade and other payables Short-term borrowings Financial Risk Management Policies Consolidated Group 2011 $ 2010 $ 139,936,966 1,298,878 6,255,569 11,696,632 159,188,045 2,615,845 476,412 3,092,257 6,777,788 103,036 9,002,615 — 15,883,439 756,331 8,621 764,952 The Directors monitor the Group’s financial risk management policies and exposures and approves financial transactions. The Directors’ overall risk management strategy seeks to assist the Group in meeting its financial targets, while minimising potential adverse effects on financial performance. Its functions include the review of credit risk policies and future cash flow requirements. Specific Financial Risk Exposures and Management The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk and market risk consisting of interest rate risk, liquidity risk and equity price risk. (a) Credit Risk Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the Group. Credit risk is managed through the maintenance of procedures (such procedures include the utilisation of systems for the approval, granting and renewal of credit limits, regular monitoring of exposures against such limits and monitoring of the financial stability of significant customers and counterparties), ensuring to the extent possible, that customers and counterparties to transactions are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment. Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating, or in entities that the Directors have otherwise cleared as being financially sound. 75 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 31: Financial Instruments (cont’d) Credit Risk Exposures The maximum exposure to credit risk by class of recognised financial assets at reporting date, excluding the value of any collateral or other security held, is equivalent to the carrying value and classification of those financial assets (net of any provisions) as presented in the statement of financial position. Credit risk also arises through the provision of financial guarantees, as approved at Board level, given to parties securing the liabilities of certain subsidiaries (refer Note 25 for details). Trade and other receivables that are neither past due or impaired are considered to be of high credit quality. Aggregates of such amounts are as detailed in Note 10. There are no amounts of collateral held as security in respect of trade and other receivables. The Group does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the Consolidated Group. Credit risk related to balances with banks and other financial institutions is managed by investing cash with major financial institutions in both cash on deposit and term deposit accounts. Interest rates on major deposits that are re-invested, are at a fixed rate on a monthly basis. (b) Liquidity risk Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Group manages this risk through the following mechanisms: preparing forward looking cash flow analysis in relation to its operational, investing and financing activities; obtaining funding from a variety of sources; • • monitoring undrawn credit facilities; • • maintaining a reputable credit profile; • managing credit risk related to financial assets; • only investing surplus cash with major financial institutions; and comparing the maturity profile of financial liabilities with the realisation profile of financial assets. The Group has no significant exposure to liquidity risk due to the level of cash and cash equivalents detailed at Note 9. The Group manages liquidity risk by monitoring immediate and forecast cash requirements and ensuring adequate cash reserves are maintained. The tables below reflect an undiscounted contractual maturity analysis for financial liabilities. Cash flows realised from financial assets reflect management’s expectation as to the timing of realisation. Actual timing may therefore differ from that disclosed. The timing of cash flows presented in the table to settle financial liabilities reflects the earliest contractual settlement dates. 76 annual report 2011 JUPITER MINES LIMITED Within 1 Year 1 to 5 Years Over 5 Years Total 2011 2010 2011 2010 2011 2010 2011 2010 Consolidated Group Financial liabilities due for payment Short term borrowings Trade and other payables Total expected outflows Financial assets — cash flows realisable Cash and cash equivalents Trade and other receivables 476,412 8,621 2,615,845 756,331 3,092,257 764,952 139,936,966 6,777,778 1,298,878 103,036 Other current assets 450,572 — 6,255,569 9,002,615 Available for sale financial assets Other non-current assets Total anticipated inflows Net (outflow)/ inflow on financial instruments — — — — — — — — — — 476,412 8,621 — — — 2,615,845 756,331 — — — 3,092,257 764,952 — — — 139,936,966 6,777,778 — — — 1,298,878 103,036 — — — 450,572 — — — — 6,255,569 9,002,615 — — 11,696,632 — — — 11,696,632 — 147,941,985 15,883,429 11,696,632 — — — 159,638,617 15,883,429 144,849,728 15,118,477 11,696,632 — — — 156,546,360 15,118,477 77 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 31: Financial Instruments (cont’d) (c) (i) Market Risk Market risk arises from the Groups use of interest bearing and foreign currency financial instruments. It is the risk that the fair value of future cash flows of a of a financial instrument will fluctuate because of changes in interest rates (interest rate risk), foreign exchange (currency risk) or other market factors (other price risk). Interest rate risk Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting period whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments. The financial assets and financial liabilities with exposure to interest rate risk is detailed below: Financial Assets Cash and cash equivalents Other Non-Current Assets Financial Liabilities Short Term Borrowings 30 June 2011 $ 30 June 2010 $ 139,936,966 8,514,497 148,451,463 6,777,788 — 6,777,788 476,412 476,412 8,621 8,621 The Group is also exposed to earnings volatility on floating rate instruments. (ii) Foreign exchange risk Jupiter operates internationally and is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the Australian Dollar and South African Rand. Jupiter’s exposure to currency risk is on cash, trade receivables, and borrowings. 78 annual report 2011 JUPITER MINES LIMITED Foreign currency risk is the risk of exposure to transactions that are denominated in a currency other than the Australian dollar. The carrying amounts of the Group’s financial assets and liabilities are denominated in two different currencies as set out below: Financial Assets Cash and cash equivalents Receivables Other current Assets Available-for-sale financial assets Other Non-Current Assets Financial Liabilities Trade and other payables Short Term Borrowings Financial Assets Cash and cash equivalents Receivables Other current Assets Available-for-sale financial assets Other Non-Current Assets Financial Liabilities Trade and other payables Short Term Borrowings 30 June 2011 $ ZAR Total $ 81,620,186 58,316,780 139,936,966 960,104 450,572 6,255,569 750,769 90,037,200 1,987,240 — 1,987,240 338,774 — — 10,934,696 69,590,250 628,605 476,412 1,105,017 30 June 2010 $ ZAR — — — — — — 756,331 8,621 764,952 — — — — — — — — — 1,298,878 450,572 6,255,569 11,685,465 159,627,450 2,615,845 476,412 3,092,257 Total $ — — — — — — 756,331 8,621 764,952 (iii) Other Price Risk Price risk relates to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices largely due to demand and supply factors for commodities. As the Group does not derive revenue from sale of products, the effect on profit and equity as a result of changes in the price risk is not considered material. The fair value of the mining projects will be impacted by commodity price changes (predominantly iron ore, nickel and uranium) and could impact future revenues once operational. However, management monitors current and projected commodity prices. 79 JUPITER MINES LIMITED annual report 2011 % 0 1 + % 0 1 - s p b 5 2 + s p b 5 2 - r e h t O $ y t i u q e $ t fi o r P r e h t O $ y t i u q e $ t fi o r P r e h t O $ y t i u q e $ t fi o r P r e h t O $ y t i u q e $ t fi o r P i g n y r r a C $ t n u o m A 1 1 0 2 e n u J 0 3 i k s R e g n a h c x E n g e r o F i i k s R e t a R t s e r e t n I . e t a i r p o r p p a e b o t d e i l p p a s e t a r i e h t d e n m r e t e d d n a k s i r e g n a h c x e n g e r o f i d n a e t a r t s e r e t n i d e w e v e r i e v a h t n e m e g a n a M s t e s s A l i a c n a n F i . k s i r e g n a h c x e i n g e r o f d n a k s i r e t a r t s e r e t n i o t s e i t i l i b a i l l i a c n a n fi d n a s t e s s a l i a c n a n fi s ’ p u o r G r e t i p u J e h t f o y t i v i t i s n e s e h t s e s i r a m m u s l e b a t g n w o i l l o f e h T I S T N E M E T A T S L A C N A N F E H T O T S E T O N I 80 1 1 0 2 E N U J I H T 0 3 G N D N E R A E Y E H T R O F ) d ’ t n o c ( s t n e m u r t s n I l i a c n a n F i : 1 3 e t o N i l s s y a n a y t i v i t i s n e s d e s i r a m m u S — — — — — — — — 8 7 6 , 1 3 8 5 , — ) 8 7 6 1 3 8 , , 5 ( — — 7 7 8 3 3 , — — — — — ) 7 7 8 , 3 3 ( 6 8 5 , 4 9 0 1 , — ) 6 8 5 4 9 0 , , 1 ( 1 6 8 2 6 , 1 4 6 , 7 4 — — ) 1 6 8 , 2 6 ( ) 1 4 6 7 4 , ( — — — — — — — 4 8 9 , 4 3 — — — 9 2 1 , 2 — ) 9 1 1 ( 9 3 6 9 4 8 , , 6 — ) 9 3 6 , 9 4 8 6 ( , — 4 9 9 , 6 3 — — — — — — — — ) 4 8 9 , 4 3 ( 6 6 9 , 6 3 9 , 9 3 1 l s t n e a v u q e i — — — 8 7 8 , 8 9 2 , 1 2 7 5 , 0 5 4 ) 9 2 1 , 2 ( 2 3 6 , 6 9 6 , 1 1 s t e s s A t n e r r u C - n o N r e h t O — 5 4 8 , 5 1 6 , 2 l s e b a y a p r e h t o d n a e d a r T ) 9 1 1 ( 2 1 4 , 6 7 4 i s g n w o r r o B m r e T t r o h S ) 4 9 9 , 6 3 ( ) e s a e r c e d ( / e s a e r c n i l a t o T s e i t i l i b a L i l i a c n a n F i 9 6 5 , 5 5 2 , 6 s t e s s a l i a c n a n fi l e a s - r o f - e b a l l i a v A s t e s s A t n e r r u c r e h t O h s a c d n a h s a C l s e b a v e c e R i annual report 2011 JUPITER MINES LIMITED 8 8 7 , 7 7 7 , 6 6 6 9 , 6 3 9 , 9 3 1 - - 6 3 0 , 3 0 1 8 7 8 , 8 9 2 , 1 6 3 0 , 3 0 1 8 7 8 , 8 9 2 , 1 5 1 6 , 2 0 0 , 9 9 6 5 , 5 5 2 , 6 5 1 6 , 2 0 0 , 9 9 6 5 , 5 5 2 , 6 - 5 6 4 , 5 8 6 , 1 1 - 8 6 9 , 0 7 1 , 3 9 3 4 , 3 8 8 , 5 1 8 7 8 , 6 7 1 , 9 5 1 1 5 6 , 5 0 1 , 9 5 1 4 , 5 2 7 , 0 1 - 3 4 9 , 4 7 4 - - 2 5 9 , 4 6 7 5 4 8 , 5 1 6 , 2 1 3 3 , 6 5 7 5 4 8 , 5 1 6 , 2 2 5 9 , 4 6 7 8 8 7 , 0 9 0 , 3 1 3 3 , 6 5 7 5 4 8 , 5 1 6 , 2 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - , 7 0 2 0 8 1 5 2 1 , 8 8 7 , 7 7 7 , 6 , 9 5 7 6 5 7 , 4 1 5 6 . 5 6 8 . 5 s t i s o p e d d n a h s a C - - - - - - - - 7 9 4 , 4 1 5 , 8 — — — — — s t e s s A l i i a c n a n F r e h t O l s e b a v e c e R i 3 . 9 s t e s s A t n e r r u C - n o N r e h t O , 7 0 2 0 8 1 5 2 1 , 8 8 7 , 7 7 7 , 6 , 6 5 2 1 7 2 , 3 2 s t e s s A l i a c n a n F i l a t o T - - - 1 2 6 8 , - 6 . 5 1 6 1 l s e b a y a p y r d n u s d n a e d a r T - 3 4 9 4 7 4 , - - i s g n w o r r o B m r e T t r o h S : s e i t i l i b a L i l i a c n a n F i 1 2 6 8 , 3 4 9 4 7 4 , s e i t i l i b a L i l i a c n a n F i l a t o T 81 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 0 1 0 2 1 1 0 2 l a t o T g n i r a e B t s e r e t n i - n o N 5 r e v O s r a e Y s r a e Y 5 o t 1 r a e Y n h t i i W e t a R t s e r e t n I g n i t a o F l d e t h g e W i e g a r e v A e v i t c e f f E e t a R t s e r e t n I g n i r u t a M e t a R t s e r e t n I d e x F i $ $ $ $ $ $ $ $ $ $ $ $ % % : s t e s s A l i a c n a n F i JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 31: Financial Instruments (cont’d) (d) Net Fair Value The net fair values of cash and cash equivalents and non-interest bearing monetary financial assets and liabilities approximates their carrying value. The net fair value of financial assets and financial liabilities is based upon market prices where a market exists or by discounting the expected future cash flows by the current interest rates for assets and liabilities with similar risk profiles. Listed equity investments have been valued by reference to market prices prevailing at reporting date. Financial Assets Cash at bank (i) Trade and other receivables (i) Other current Assets Available for sale financial assets (ii) 2011 2010 Carrying Amount Net Fair Value Carrying Amount Net Fair Value 139,936,966 139,936,966 6,777,788 6,777,788 1,298,878 450,572 6,255,569 1,298,878 450,572 6,255,569 103,036 103,036 — — 9,002,615 9,002,615 Other Non-Current Assets 11,696,632 11,696,632 — — 159,638,617 159,638,617 15,883,439 15,883,439 Financial Liabilities Trade and other payables (i) Short Term Borrowings 2,615,845 476,412 3,092,257 2,615,845 476,412 3,092,257 764,952 764,952 — — 764,952 764,952 The fair values in the above table have been determined based on the following methodology: (i) Cash and cash equivalents, trade and other receivables and trade and other payables are short-term investments in nature whose carrying value is equivalent to fair value. Trade and other payables exclude amounts provided for annual leave which is not considered a financial instrument (ii) For listed available-for-sale financial assets, closing quoted bid prices at the end of the reporting period are used. Unlisted available-for-sale financial assets are recorded at cost. 82 annual report 2011 JUPITER MINES LIMITED Financial Instruments Measured at Fair Value The financial instruments recognised at fair value in the statement of financial position have been analysed and classified using a fair value hierarchy reflecting the significance of the inputs used in making the measurements. The fair value hierarchy consists of the following levels: — quoted prices in active markets for identical assets or liabilities (Level 1); — inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2); and — inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3). Group – as at 30 June 2011 Financial Assets Available for sale financial assets: Level 1 $ Level 2 $ Level 3 $ Total $ 6,255,569 6,255,569 - - - - 6,255,569 6,255,569 Included in Level 1 of the hierarchy are listed investments. The fair values of these financial assets have been based on the closing quoted bid prices at reporting date, excluding transaction costs. 83 JUPITER MINES LIMITED annual report 2011 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30TH JUNE 2011 Note 32: Parent company information ASSETS Current Assets Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Accumulated losses TOTAL EQUITY FINANCIAL PERFORMANCE Loss for the year Other comprehensive income TOTAL COMPREHENSIVE LOSS Contingent Liability Refer to Note 25. Contractual Commitments Consolidated Group 2011 $ 2010 $ 82,946,971 351,622,741 434,569,712 6,891,965 21,657,984 28,549,949 2,100,569 11,092 2,111,661 868,005 7,193 875,198 432,458,051 27,674,751 456,510,087 1,107,807 (25,159,843) 432,458,051 46,928,586 3,937,373 (23,191,208) 27,674,751 (1,968,638) (2,639,866) (4,608,504) (2,579,617) (382,681) (2,962,298) As at 30 June 2011 the parent company had exploration contractual commitments of $4,425,775, refer to Note 24. Note 33: Company Details The registered office and principle place of business of Jupiter is: Jupiter Mines Limited Suite 3, Level 42 108 St Georges Terrace Perth WA 6000 84 annual report 2011 JUPITER MINES LIMITED DIRECTORS’ DECLARATION The Directors of Jupiter Mines Limited declare that: 1. the financial statements, notes and the additional disclosures included in the Directors’ report designated as audited, of the consolidated entity are in accordance with the Corporations Act 2001 including: (a) complying with Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and (b) give a true and fair view of the financial position as at 30 June 2011 and of the performance for the year ended on that date of the company and consolidated entity; 2. The financial statements and notes also comply with International Financial Reporting Standards as disclosed in note 1. 3. There are reasonable grounds to believe that Jupiter Mines Limited will be able to pay its debts as and when they become due and payable. 4. This declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2011. Signed on behalf of the Board of Directors Brian P Gilbertson London 29 September 2011 85 JUPITER MINES LIMITED annual report 2011 INDEPENDENT AUDIT REPORT                Grant Thornton Audit Pty Ltd ABN 94 269 609 023  Grant Thornton Audit Pty Ltd 10 Kings Park Road ABN 94 269 609 023 West Perth WA 6005 PO Box 570 10 Kings Park Road West Perth WA 6872  West Perth WA 6005 Grant Thornton Audit Pty Ltd PO Box 570 T +61 8 9480 2000 ABN 94 269 609 023 West Perth WA 6872 F +61 8 9322 7787 E admin.wa@au.gt.com 10 Kings Park Road T +61 8 9480 2000 W www.grantthornton.com.au West Perth WA 6005 F +61 8 9322 7787 PO Box 570  E admin.wa@au.gt.com West Perth WA 6872 W www.grantthornton.com.au T +61 8 9480 2000  F +61 8 9322 7787 E admin.wa@au.gt.com W www.grantthornton.com.au                                                                                          Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia. Liability limited by a scheme approved under Professional Standards Legislation Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together  with its subsidiaries and related entities, delivers its services independently in Australia. Liability limited by a scheme approved under Professional Standards Legislation  Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia. 86 Liability limited by a scheme approved under Professional Standards Legislation  annual report 2011 JUPITER MINES LIMITED INDEPENDENT AUDIT REPORT                                         87 JUPITER MINES LIMITED annual report 2011 INDEPENDENT AUDIT REPORT                             88 annual report 2011 JUPITER MINES LIMITED ADDITIONAL INFORMATION FOR LISTED COMPANIES SHAREHOLDER INFORMATION Shareholder Information required by the ASX Limited (ASX) Listing Rules and not disclosed elsewhere in the Report is set out below. All information is correct as at 9 September 2011. Substantial shareholders The following shareholders have notified the Company that pursuant to the provisions of section 671B of the Corporations Act they are substantial shareholders. Name POSCO Australia Pty Ltd Pallinghurst Steel Feed (Dutch) B V Investec Bank Limited EMG Jupiter L.P HJM Jupiter L.P FRK Jupiter L.P Number of fully paid ordinary shares 327,210,775 301,020,834 275,836,647 246,674,875 125,545,747 125,545,746 % 17.95 16.51 15.13 13.53 6.89 6.89 Number of security holders and securities on issue Quoted equity securities Jupiter has issued 1,823,490,746 fully paid ordinary shares and these are held by [*] shareholders Voting rights Ordinary shares The voting rights attached to ordinary shares are that on a show of hands, every member present, in person or proxy, has one vote and upon a poll, each share shall have one vote. Options Option holders do not have any voting rights on the options held by them. Distribution of security holders Category Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 50,000 50,001 - 100,000 100,001 and over Total Holders 80 503 513 925 204 228 2,453 Fully paid Ordinary shares Shares 35,477 1,643,570 4,502,739 23,838,704 16,273,366 1,777,196,890 1,823,490,746 % 0.00 0.09 0.25 1.31 0.89 97.46 100.00 Unmarketable parcel of shares The number of shareholders holding less than a marketable parcel of ordinary shares is 98. 89 JUPITER MINES LIMITED annual report 2011 ADDITIONAL INFORMATION FOR LISTED COMPANIES On market buy-back There is no current on market buy-back. Twenty largest shareholders Details of the 20 largest shareholders by registered sharehold Name POSCO Australia Pty Ltd Pallinghurst Steel Feed (Dutch) B V Investec Bank Limited EMG Jupiter L.P HJM Jupiter L.P FRK Jupiter L.P Red Rock Resources PLC National Nominees Limited Pallinghurst EMG African Queen L.P J P Morgan Nominees Australia Limited Hancock Prospecting Pty Ltd HSBC Custody Nominees (Australia) Limited Citicorp Nominees Pty Limited Mr Priyank Thapliyal UBS Nominees Pty Ltd J P Morgan Nominees Australia Limited AMP Life Limited Gaffwick Pty Limited EST Shirley Watson Cong Ming Limited Total No. of shares 327,210,775 301,020,834 275,836,647 246,674,875 125,545,747 125,545,746 74,200,832 47,731,969 42,857,143 22,462,415 19,191,954 15,862,915 14,522,888 11,727,080 8,356,715 7,953,440 6,904,187 5,714,285 5,000,000 4,321,355 % 17.95 16.51 15.13 13.53 6.89 6.89 4.07 2.62 2.35 1.23 1.05 0.87 0.80 0.64 0.46 0.44 0.38 0.31 0.27 0.24 1,688,641,802 92.62 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 90 annual report 2011 JUPITER MINES LIMITED NOTES 91 JUPITER MINES LIMITED annual report 2011 NOTES 92 Jupiter Mines Limited www.jupitermines.com 

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