JUPITER MINES LIMITED
ABN 51 105 991 740
21st September 2012
The Manager
Company Announcements Office
Australian Stock Exchange Limited
Level 4, 20 Bridge Street
SYDNEY NSW 2000
Via ASX Online
RE: Annual Report 2012
Please find attached the Annual Report for Jupiter Mines Limited for the year ending 30th June 2012.
For and on behalf of the Directors of Jupiter Mines Limited.
Yours Sincerely
Matt Finkelstein
Company Secretary & CFO
Jupiter Mines Limited – Level 42, 108 St Georges Terrace, Perth, WA, 6000 Ph: 08 9346 5500
GPO Box Z5117, Perth, WA, 6000
Jupiter Mines Limited
Annual Report 2012
Corporate Directory
Jupiter Mines Limited shares are listed on the Australian Securities Exchange (ASX).
The ASX code is JMS.
Australian Business Number
51 105 991 740
Directors
Brian Gilbertson
(Non-executive Chairman)
Paul Murray
(Non-executive Director)
Priyank Thapliyal
(Non-executive Director)
Mr Soo-Cheol Shin
(Non-executive Director)
Andrew Bell
(Non-executive Director)
eXecUtiVes
Greg Durack
Chief Executive Officer
Matt Finkelstein
Company Secretary and Chief Financial Officer
Principal Office
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
Level 2, 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:
info.wa@au.gt.com
Email:
www.grantthornton.com.au
Website:
Jupiter Mines Limited
www.jupitermines.com
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
18
27
39
40
41
42
43
44
86
87
90
JUPITER MINES LIMITED Annual Report 2012
1
Chairman’s Letter
Dear Shareholders,
The financial year ending 30 June 2012 has seen significant progress in its major projects, and I am pleased
to present the review of activities.
The past year saw significant activity across the Company’s major projects, with construction well advanced
on the Tshipi Manganese Project, and the work streams progressing well on the Central Yilgarn Iron Projects’
Feasibility Studies.
Throughout the course of the year there were a number of Board and Management changes. In March
2012 Mr Sun Moon Woo resigned as a Non-Executive Director of Jupiter following his decision to retire as
Managing Director of POSCO Australia, Jupiter’s largest shareholder. Mr Soo-Cheol Shin, the new Managing
Director of POSCO Australia was then welcomed to the Jupiter Board as a Non-Executive Director, and
we look forward to his involvement in the Company’s future growth. The Board thanks Mr Woo for his
contribution to the Company and being a very large part of building the strong relationship with POSCO.
In June 2012 Managing Director and Chief Executive Officer, Mr Richard Mehan, gave notice of his resignation,
the Board also thanks Mr Mehan for his contribution. Mr Greg Durack, the Chief Operating Officer of Jupiter
was appointed as the Chief Executive Officer.
In November 2011, Jupiter’s 49.9% owned joint venture Tshipi é Ntle Manganese Mining (Pty) Ltd appointed
Mr Finn Behnken as Chief Executive Officer and Mr Brendan Robinson as Chief Financial Officer.
In respect to progress on the Company’s major projects, a ground breaking ceremony for the Tshipi
Borwa Project was conducted in September 2011, and was attended by local politicians and community
representatives. The construction and mining pre-strip is proceeding to plan and budget, and first manganese
production is expected in the December quarter of 2012. The Tshipi Project, once reaching a steady state
production rate, should be a lowest quartile producer for many years to come.
In the Central Yilgarn on the Mt Mason DSO Hematite Project, a resource upgrade was announced in January
2012 to 5.90mt at 60.1% Fe, with work continuing on optimisation of the feasibility study and securing a Port
solution.
The Mt Ida Magnetite Project feasibility study work streams are proceeding well with delivery of the feasibility
study expected in June 2013. The drilling program at Mt Ida was completed in June 2012, and to date 465
holes totalling 99,308 metres of RC and diamond drilling have been invested in the Project. On the 4th
of September 2012, the Company announced a significant resource increase and upgrade to indicated
category (86%) of the Central Zone to 1.23 billion tonnes at 29.79% Fe, a 132 per cent increase over the
maiden inferred resource, 530 million tonnes at 31.94% Fe, announced in early 2011. The Northern and
Southern Zones were also drill tested, and will also increase the overall resource; the modelling is expected
to be completed in December 2012.
On 19 July 2012 the Company announced that it would source up to approximately $125 million through
capital raising to support the development of its manganese and iron ore assets in South Africa and Australia,
which was completed in two tranches. Firstly, a $40 million private placement was made to Netherlands-
based institutional investor Stichting Pensioenfonds ABP. In addition, Jupiter undertook a rights issue on
a 5 for 19 basis, and the total of $36 million was raised and 225,001,339 shares placed. The remaining
316,271,853 shortfall shares may be placed within 3 months of the closing date of the offer.
2
JUPITER MINES LIMITED Annual Report 2012
Chairman’s Letter
For Mt Ida and Mt Mason to be developed, access to Port infrastructure is of great importance, and so the
Western Australian Government’s announcement in early 2012, that Esperance was to be the preferred port
for iron ore expansion for the Yilgarn, was welcome news. Jupiter will fully participate in the process outlined
by the Port, and where possible look for opportunities to drive and expedite an outcome.
The past year has been a very busy one for Jupiter, and the year ahead will see further progress, at Tshipi and
the Central Yilgarn, as we grow the Steel Feed Corporation strategy.
Yours Faithfully
Jupiter Mines Limited
Brian Gilbertson
Chairman
JUPITER MINES LIMITED Annual Report 2012
3
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.
Following success in these core projects, Jupiter is set to evolve from an exploration and development
company to a producing company.
TSHIPI KALAHARI MANGANESE PROJECT
Jupiter has a 49.9% interest in Tshipi é Ntle Manganese Mining (Tshipi). Tshipi owns two manganese projects in the
Kalahari Manganese fields, namely Tshipi Borwa and Tshipi Bokone, adjacent to the operating Mamatwan and Wessels
mines respectively.
Tshipi’s flagship project, Tshipi Borwa, is presently being developed as a new standalone open-pit manganese mine.
Tshipi Borwa is located in the Southern portion of the Kalahari Manganese Field, the largest manganese bearing
geological formation in the world.
Figure 1. Tshipi Kalahari Manganese Project Location Map
Tshipi Borwa will mine the ore body that is contiguous to, and a direct extension of, the Mamatwan ore body which has
been mined for over 46 years. As such the Tshipi Borwa Mine is expected to produce a comparable product that has
been tried and tested in the global manganese markets.
4
JUPITER MINES LIMITED Annual Report 2012
Review Of Operations
Figure 2. Tshipi Borwa – Surface Infrastructure
Tshipi Bokone is an exploration property located in the northern portion of the Kalahari Manganese Field.
TSHIPI BORWA
Significant progress on the development of Tshipi Borwa has been made during the year; the project remains on target
for first ore delivery during the 2nd half of 2012.
Figure 3. Tshipi Borwa – Aerial View
JUPITER MINES LIMITED Annual Report 2012
5
Review Of Operations
On 14 September 2011, Tshipi held a ground breaking ceremony for the Tshipi Borwa Mine. The ceremony was attended
by local politicians and community representatives and created significant goodwill and expectation among the local
stakeholders. It is anticipated that the mining operations will employ approximately 400 people. In addition, numerous
other jobs will be created from associated services and business opportunities which will be specifically aimed at local
development in the Northern Cape, South Africa’s most impoverished province.
In late October Tshipi awarded the final major construction contract for Tshipi Borwa, being the Opening Pit Mining
Contract. This was awarded to Aveng Moolmans (ASX announcement 31 October 2011), one of Africa’s largest open pit
mining contractors, for 54 months. Site mobilisation commenced shortly after the appointment.
During November Tshipi appointed Finn Behnken and Brendan Robinson as CEO and CFO respectively (ASX
announcement 10 November 2011).
Pre-strip mining, which has started in late November 2011, progressed to a pit depth of over 40 meters by 30 June 2012.
It is anticipated first ore will be reached within another 30 meters.
Figure 4. Tshipi Borwa – Blast Hole Drilling in Progress Figure 5. Tshipi Borwa – Pit Taking Shape
Construction for the mine progressed well during the year, with several of the major mine components including the rail
siding and load out station due for commissioning during the 3rd quarter of 2012. The process plant foundation and
structure preparation are well advanced, and concrete works have commenced. The staff housing and offices have been
completed.
Figure 6. Tshipi Borwa – Plant Power
Figure 7. Tshipi Borwa – Employee Housing
6
JUPITER MINES LIMITED Annual Report 2012
Review Of Operations
Good progress was made during the year with Transnet, the national rail logistics provider. Rail contract negotiations
between Tshipi and Transnet commenced in May of 2012, and formal contracts to secure rail allocation to Port Elizabeth
are expected to be signed during the 3rd quarter of 2012.
Figure 8. Tshipi Borwa – Rail Tamping
Figure 9. Tshipi Borwa – Rail Loop Aerial
The capital budget for the construction of Tshipi Borwa remains in line with forecasts. Total expenditure for the year has
been approximately R555 million ($66 million) while a further R1.1 billion ($130 million) has been committed. Jupiter has
contributed its pro-rate share of 49.9% of the amounts listed above.
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.
TSHIPI BOKONE
Exploration activities at Tshipi Bokone have temporarily put on hold as Tshipi management focus their attention at bringing
Tshipi Borwa on line. It is anticipated activities at Bokone will restart during 2013.
JUPITER MINES LIMITED Annual Report 2012
7
Review Of Operations
CENTRAL YILGARN IRON PROJECTS
Mount Ida and Mount Mason
The Central Yilgarn Iron Project (“CYIP”) area is located 130km by road northwest of the town of Menzies. The CYIP
consists of one smaller DSO project – Mount Mason DSO Hematite Project, and the flagship long life magnetite Project
– Mount Ida Magnetite Project
Both projects plan to leverage off existing infrastructure in the region including the Leonora to Esperance railway line,
and the Port of Esperance.
Figure 10. CYIP Project Location Map
8
JUPITER MINES LIMITED Annual Report 2012
Review Of Operations
MOUNT IDA MAGNETITE PROJECT
The flagship Mount Ida Magnetite Project has the potential to be a tier one magnetite mine with substantially long mine
life, creating significant positive cash flows, and further establishing Jupiter in the Central Yilgarn region.
Jupiter undertook, and has significantly progressed, the Mount Ida Feasibility Study during the year (ASX announcement
27 June 2011). The feasibility study is based on annual production of 10 million tonnes of magnetite concentrate grading
+68% per cent Fe. It is proposed that the concentrate will be transported along the existing railway from Menzies to the
Port of Esperance on Western Australia’s south coast.
During the year, Mount Ida’s infill drill programme was completed. It comprised of 202 RC and diamond holes, for a
total of 67,357 meters. The data from this infill programme, combined with existing data will enable a re-estimation and
upgrade in the confidence of the previously released Mount Ida Central Zone Inferred Resource estimate of 530 million
tonnes @ 31.94%Fe (ASX announcement 19 January 2011), the results of which are due for release during the 3rd quarter
of 2012.
Figure 11. Mount Ida – Drill Core
Jupiter also completed an additional 43 RC drill holes for a total of 12,646 meters, along a further 4kms of strike to test the
continuity of the northern and southern extensions to the Mount Ida Central lodes. Geological modelling has commenced
over these areas and resource modelling will be undertaken following the completion of the Mount Ida Central Zone
resource re-estimate. This modelling will enable a maiden Inferred Resource estimate to be completed over an additional
4km strike length of the Mount Ida BIF.
JUPITER MINES LIMITED Annual Report 2012
9
Review Of Operations
Figure 12. Mount Ida – Drill Hole Location Plan Showing Cumulative BIF Thickness in Drill Holes
Figure 13. Mount Ida Central Zone Long Section 248730m E (Looking West)
10
JUPITER MINES LIMITED Annual Report 2012
Review Of Operations
Table 1. Mount Ida Central Zone Section 248730me Cumulative BIF Intersections
Hole iD
10MIRC011
11MIRC019
11MIRC027
11MIRC047
11MIRC055
11MIRC065
11MIRC076
11MIDH008
11MIRC114
11MIRC127
11MIDH013
11MIRC155
11MIRC168
BiF
thickness
(m)
Head
Fe%
Mass
recovery
(wt%)
136
104
138
261
267
213
200
188
79
98
41
74
73
30.70
28.44
31.84
31.67
33.87
34.73
35.51
35.92
30.44
29.31
27.33
32.27
35.60
40.70
32.70
35.90
38.60
43.0
45.1
46.60
52.2
37.60
28.8
30.9
46.30
50.1
Dtc
Fe %
64.71
65.14
65.13
68.93
68.72
68.84
68.84
64.34
67.77
66.73
67.59
64.37
63.6
Dtc
sio2
%
Dtc
Al2o3
%
Dtc
s %
Dtc
P %
Dtc
Loi%
9.73
8.41
9.19
4.14
4.45
4.29
4.41
10.32
5.06
5.65
4.98
10.03
10.95
0.026
0.034
0.07
0.02
0.01
0.02
0.01
0.02
0.02
0.06
0.17
0.11
0.065
0.02
0.25
0.16
0.07
0.02
0.03
0.03
0.15
0.38
0.90
0.2
0.18
0.02
0.02
0.02
0.01
0.01
0.01
0.01
0.02
0.01
0.02
0.01
0.02
0.02
-2.80
-2.78
-2.90
-3.07
-3.15
-3.09
-3.20
-2.85
-2.90
-2.13
-2.84
-2.65
-2.63
Note: Assays are based on length weighted average - uncut assays. Five (5) metre composite samples used for DTR with XRF assays.
Sample analyses by X-Ray Fluorescence Spectrometry (XRF) at ALS in Perth. Loss On Ignition (LOI) values determined using Thermo-
gravimetric Analyses at 1000º C.
Table 2. Section 248730me Drill Hole Collars
Hole iD
MGA e
MGA N
rL (AHD)
Depth (m)
10MIRC011
2487561
11MIRC019
248735
11MIRC027
2487400
11MIRC047
11MIRC055
11MIRC065
11MIRC076
11MIDH008
11MIRC114
11MIRC127
11MIDH013
11MIRC155
11MIRC168
248737
248741
248738
248740
248737
248740
248740
248721
248730
248731
6764454
6764248
6764346
6764545
6764648
6764745
6764851
6764944
6765245
6765347
6765445
6765337
676583
529
524
533
526
520
521
527
526
517
515
514
514
530
258
300
294
348
336
288
294
329
236
246
297
234
264
Azimuth
083º
278º
Dip
-90º
-90º
-90º
-90º
-90º
-90º
-90º
-70º
-90º
-90º
-60º
-90º
-90º
Note: Drill Hole coordinate projection; GDA94, MGA Zone 51.
The metallurgical test work program of the Feasibility Study is well advanced; high pressure grinding roles (HPGR) test
work has been completed with the ore demonstrating a consistent response to the HPGR process. Significant size
reduction at low energy consumption has been achieved. Pilot plant test work commenced during June 2012, and all the
test work programs for the Feasibility Study are scheduled to be completed during the September quarter.
Process flow sheet and layouts have been finalised, with process plant capital estimation well advanced. Mine layout,
including waste dumps, tailings management facility, process plant and supporting infrastructure are all undergoing
optimisation.
Infrastructure service providers for the gas lateral pipeline and power station have been identified and commissioned to
undertake the key components of the Feasibility Study. Planning is in process to undertake the geotechnical sampling for
the key infrastructure sites, and to commence the water exploration drill program.
Initial baseline environmental and heritage surveys were conducted in preparation for the Mount Ida project approvals
processes, as required under Western Australian mining and environmental approvals legislation.
JUPITER MINES LIMITED Annual Report 2012
11
Review Of Operations
Figure 14. Mount Ida – Heritage Survey
Flora, fauna and indigenous heritage surveys were completed for the mine pit development areas, and will be similarly
refined and updated as the Mount Ida project infrastructure layout and associated service corridors for water, gas, road
and rail are identified, assessed and finalised.
The Mt Ida project will be referred to the Commonwealth Government for assessment under the Environmental Protection
and Biodiversity Conservation Act 1999, and during 2013 it will be referred to the Environmental Protection Authority of
Western Australia (EPA) to determine the level of assessment under the requirements of the Environmental Protection
Act 1986.
The operational focus for the remainder of 2012 will be on completion of the Feasibility Study work streams.
MOUNT MASON DSO HEMATITE PROJECT
The Mount Mason DSO Hematite Project has the potential to be a near term, low CAPEX project with a short payback
period and strong positive cash flows.
A resource infill drilling programme was completed during July 2011, the results of which were included in an updated
resource model (ASX Announcement 30 January 2012)
Table 3. Mount Mason Mineral Resource Statement Reported At A Cut-Off Grade of Fe>55%*
classification
tonnes
Fe% sio2% Al2o3%
Measured
Indicated
Inferred
Total Measured +
Indicated
4,800,000
1,080,000
320,000
60.3
59.4
58.4
7.37
10.41
14.10
5,900,000
60.1
7.92
2.90
3.47
4.37
3.01
P%
0.05
0.06
0.08
s%
0.01
0.01
0.01
0.03
0.03
0.03
0.05
0.01
0.03
0.04
0.05
0.06
0.04
2.63
2.55
2.88
2.62
cao% Mgo% Loi%
Note: The effective date of the Mineral Resource Statement is 22 December 2011. The Mineral Resource was estimated within
constraining wireframe surfaces based on geological limits of the mineralised and internal waste units. Internal non-mineralised units
have been accounted for. The grades and tonnes have been rounded to reflect the degree of uncertainty related to the estimate.
12
JUPITER MINES LIMITED Annual Report 2012
Review Of Operations
The information in this report that relates to Mineral Resources is based on work done by Fabio Vergara, Jessica Binoir and
Andre Wulfse of SRK Consulting (Australasia) Pty Ltd. Andre Wulfse takes overall responsibility for the Mineral Resource
Estimate and Geological Model. Len Skotsch of Jupiter Mines Limited is responsible for the integrity of the Exploration
Results including sampling, assaying and QA/QC.
Andre Wulfse and Len Skotsch are Members of The Australasian Institute of Mining and Metallurgy and have sufficient
experience which is relevant to the style of mineralisation and type of deposit under consideration, and to the activity they
are undertaking to qualify as a Competent Persons in terms of the Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves (JORC Code, 2004 edition).
The Competent Persons consent to the inclusion of such information in this report in the form and context in which it
appears.
In January 2012 the State Government announced that the Port of Esperance is to be expanded to cater for additional
iron ore exports. The government has committed to increasing the export capacity by an additional 20 million tonne per
annum (mtpa), and will seek private industry backing for the project.
The Port commenced the ‘market sounding’ process, in which Jupiter will fully participate. Jupiter intends to be active in
progressing the Port expansion, not only for Mount Mason but ultimately for Mount Ida.
Baseline environmental and heritage surveys were conducted in preparation for the Mount Mason project approvals
processes as required under Western Australian mining and environmental approvals legislation.
Surveys were completed for flora, fauna and indigenous heritage and will be refined and updated as the project
infrastructure layout and the project impact footprint is finalised.
Figure 15. Mount Mason – Outcrop
Exploration drill hole rehabilitation was completed for all drilling inclusive of 2011/12 in accordance with Department of
Mines and Petroleum (DMP) guidelines. A subsequent internal environmental audit was also conducted which resulted in
no known non-compliances with required rehabilitation standards.
During 2013, the Mt Mason project will undergo assessment as a Mining Proposal through the DMP, and will be referred
to the Commonwealth Government for assessment under the Environmental Protection and Biodiversity Conservation
Act 1999.
The focus for the remainder of 2012 will be on Feasibility Study optimisation and securing a port solution.
NON-CORE PROJECTS
With Jupiter focused on delivering its SFC Strategy, minimal activity was undertaken on its non-core assets including
gold, base projects during the period.
Widgiemooltha Nickel Project was divested in early 2012. The Klondyke Gold Project is currently in the process of being
divested.
JUPITER MINES LIMITED Annual Report 2012
13
Review Of Operations
SCHEDULE OF MINERAL TENEMENTS
Lease
Name
status
Applied
Date
Grant
Date
expiry
Date
current
Area
current
commitment
current
rent
Holders
E29/581-I
Mt Alfred
Granted
3/03/2005
8/03/2006
7/03/2013
35 Blocks
$ 70,000.00
$ 15,872.50
E29/726-I
Mt Alfred
Granted
19/03/2009
19/01/2010
18/01/2015
1 Blocks
$ 10,000.00
$ 273.00
M29/408-I Mt Mason
Granted
6/02/2006
28/11/2007
27/11/2028
300 Ha
$ 30,000.00
$ 4,500.00
M29/414-I Mt Ida
Granted
11/01/2011
25/11/2011
24/11/2032
6461 Ha
$ 646,100.00
$ 93,684.50
E29/560-I
Mt Ida
Granted
17/03/2004
8/09/2006
7/09/2013
35 Blocks
$ 84,000.00
$ 9,639.85
E29/777
Mt Ida
Granted
4/06/2010
15/02/2011
14/02/2016
35 Blocks
$ 35,000.00
$ 3,972.50
E29/801
Mt Ida
Granted
1/11/2010
18/08/2011
17/08/2016
26 Blocks
$ 26,000.00
$ 2,862.60
L29/100
Mt Ida
Granted
11/01/2011
11/11/2011
10/11/2032
775 Ha
$ -
$ 9,997.50
L29/78
Mt Ida
Granted
1/09/2009
24/06/2010
23/06/2031
6341 Ha
$ -
$ 2,790.04
L29/79
Mt Ida
Granted
12/01/2010
24/08/2010
23/08/2031
6886 Ha
$ -
$ 3,443.00
L29/99
Mt Ida
Granted
12/11/2010
24/02/2012
23/02/2033
64550.49 Ha
$ -
$ 25,800.00
G37/36
General
Purpose -
Graten Well
Granted
17/01/2011
16/01/2032
358.62 Ha
$ -
$ 4,774.70
L37/203
Mt Ida
Granted
3/05/2010
27/06/2011
26/06/2032
68952.89 Ha
$ -
$ 30,339.32
L29/81
Mt Ida
Granted
13/05/2010
12/09/2011
11/09/2032
26020.34 Ha
$ -
$ 10,408.40
L29/106
Mt Ida
Granted
18/03/2011
20/06/2012
19/06/2033
119.44 Ha
$ -
$ 1,548.00
G29/21
General
Purpose
Granted
22/05/2009
23/03/2010
22/03/2031
95 Ha
$ -
$ 1,263.50
E45/2638-I Oakover
Granted
21/04/2004
12/11/2008
11/11/2013
35 Blocks
$ 70,000.00
$ 6,177.50
E45/2639
Oakover
Granted
21/04/2004
10/06/2009
9/06/2014
28 Blocks
$ 28,000.00
$ 4,942.00
E45/2640-I Oakover
Granted
21/04/2004
10/06/2009
9/06/2014
49 Blocks
$ 49,000.00
$ 8,648.50
E45/2641-I Oakover
Granted
21/04/2004
10/06/2009
9/06/2014
70 Blocks
$ 70,000.00
$ 12,355.00
E45/3547
Oakover
Granted
28/10/2009
9/07/2010
8/07/2015
61 Blocks
$ 61,000.00
$ 6,923.50
M45/552
Klondyke
Granted
13/10/1992
19/01/1993
18/01/2014
9.713 Ha
$ 10,000.00
$ 150.00
M45/668
Klondyke
Granted
12/06/1995
29/12/1995
28/12/2016
240 Ha
$ 24,000.00
$ 3,600.00
M45/669
Klondyke
Granted
12/06/1995
29/12/1995
28/12/2016
120 Ha
$ 12,000.00
$ 1,800.00
M45/670
Klondyke
Granted
12/06/1995
29/12/1995
28/12/2016
120 Ha
$ 12,000.00
$ 1,800.00
G29/22
Mt Ida
Application
11/01/2011
L29/113
Miscellaneous
Licence
Application
5/03/2012
E46/892
Oakover
Application
12/03/2010
9634 Ha
81.69 Ha
4 Blocks
G29/23
L29/116
L29/117
L29/118
Mt Mason
General
Purpose Lease
Miscellaneous
Licence
Miscellaneous
Licence
Miscellaneous
Licence
Application
5/05/2012
1256.7263 Ha
Application
7/06/2012
Application
7/06/2012
Application
7/06/2012
25.4759 Ha
90.13910 Ha
11.66950 Ha
14
JUPITER MINES LIMITED Annual Report 2012
Broadgold Corp
(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%)
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. (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%)
Review Of Operations
COMPETENT PERSON STATEMENT
The information in this report that relates to Exploration Results is based on information compiled by the following people:
exploration Manager: Len skotsch - competent Person
The information in this announcement that relates to Exploration Results is based on information compiled by Len Skotsch
who is a Member of the Australian Institute of Geoscientists and a full- time employee of Jupiter Mines Limited. Len
Skotsch 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’. Len Skotsch consents to the inclusion in
the announcement of the matters based on his information in the form and context in which it appears, Len Skotsch holds
the position of Exploration Manager with Jupiter Mines Limited.
JUPITER MINES LIMITED Annual Report 2012
15
16
JUPITER MINES LIMITED Annual Report 2012
ANNUAL FINANCIAL REPORT
for the year ended 30 June 2012
ABN 51 105 991 740 CONSOLIDATED ENTITY
JUPITER MINES LIMITED Annual Report 2012
17
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. The following table sets out the Company’s present position with regard
to adoption of the ASX Guidelines:
AsX recommendation
comply comments
Principle 1 – Lay solid foundation for management and oversight
1.1
Establish the functions
reserved to the Board and
those delegated to senior
executives and disclose
those functions
Yes
role of the Board
The Board is responsible to the shareholders for the performance
of the Company. The Board takes responsibility for the Company’s
corporate governance program as outlined in the Board charter.
The role of the Board is to govern rather than manage, by providing
overall strategic guidance to and effective oversight of management.
responsibilities of the Board
The Board is responsible for, and has the authority to determine,
all matters relating to the policies, practices, management and
operations of Jupiter. Board responsibilities are encompassed in
the Board Charter, a copy of which can be found on the Company’s
website, and include:
• Develop, review and monitor the Company’s long term
business strategies and provide strategic direction to
management;
• Oversee control and accountability systems;
• Appointing, evaluating the performance of, rewarding
and, if necessary, removing the Managing Director, Chief
Financial Officer and Company Secretary;
• Review and approve the Company’s annual operating
budget and financial statements;
• Approve and monitor the progress of major capital and
operating expenditure;
• Monitor compliance with
requirements;
legislative and
regulatory
• Oversee management of business risks; and
• Monitor the timeliness and effectiveness of reporting to
Shareholders.
To assist it in carrying out its responsibilities, the Board has
established an Audit Committee and a Remuneration and
Nomination Committee, a copy of their Charter can be found on
Jupiter’s website.
Newly appointed Directors
New Directors receive a formal letter of appointment which sets
out the terms of appointment, remuneration responsibilities and
performance expectations, Enclosed with the letter is a copy of
the Company’s constitution, corporate governance policies and
charters. The contents of the appointment letter and induction pack
contain sufficient information to allow the new Director to gain an
understanding of the rights, duties, responsibilities and role of the
Board, Board Committees and the Executive Team.
New Directors also undergo an induction process which, where
possible, will include meeting with key executives and presentations
from management in order to gain an understanding of Jupiter’s
financial position, strategies and operations.
Mr Soo-Cheol Shin was the only Director appointed during the year
and underwent this induction process.
18
JUPITER MINES LIMITED Annual Report 2012
Corporate Governance Statement
AsX recommendation
comply comments
Management functions
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. 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 relevant Company
information, to the Company’s Executives and, subject to prior
consultation with the Chairman, may seek independent professional
advice from a suitably qualified advisor at the Company’s expense to
assist them in carrying out their responsibilities. Where appropriate,
a copy of this advice is to be made available to all other members of
the Board.
Director education
In order to achieve continuing improvement in Board performance,
all Directors are encouraged to undergo continual professional
development.
1.2
Disclose the process
for evaluating the
performance of senior
executives
Yes
Performance review and evaluation
All senior executives have formal position descriptions. Long term
objectives are set annually, with performance appraised by the
Board, and reviewed in detail by the Remuneration & Nomination
Committee as part of the senior executive’s remuneration review.
Executive team performance evaluations have been conducted for
the financial year ending 30 June 2012.
Newly appointed executives
Although no new Executives were appointed during the financial
year, an informal induction program is in place to enable newly
appointed Executives to gain an understanding of Jupiter’s financial
position, strategies and operations and the respective rights, duties,
responsibilities and roles of the Board and the Executive Team.
1.3
Provide the information
indicated in the Guide to
reporting on Principle 1
Yes
JUPITER MINES LIMITED Annual Report 2012
19
Corporate Governance Statement
AsX recommendation
comply comments
Principle 2 – Structure the Board to add value
2.1
A majority of the Board
should be independent
Directors
No
composition of the Board and details of Directors
Jupiter currently has five Directors at the date of this Annual Report.
Mr Brian Gilbertson held the position of Non-Executive Chairman.
Mr Paul Murray and Mr Andrew Bell held the position of independent
Non-Executive Directors. The remaining Directors being Mr Priyank
Thapliyal and Mr Soo-Cheol Shin are Non-Executive Directors.
The Company recognises the importance of Non-Executive Directors
and the external perspective and advice that Non-Executive Directors
can offer.
Determination of the independence of Directors is made with
reference to the ASX Principles and Recommendations’ relationships
that affect independence and considers whether the non-executive
director:
a.
is a substantial shareholder (within the definition of the
Corporations Act) of the Company, or an officer of, or otherwise
associated directly with, a substantial shareholder of the
Company;
b. has, within the last three years, been employed in an executive
capacity by the Company or any other Group company;
c. has, within the last three years, been a principal of a material
professional adviser or a material consultant to the Company
or an employee materially associated with the service provided.
In this context, the relationship with the professional adviser
or consultant shall be deemed to be material if payments from
the Company exceed $250,000 of the Company’s annual
expenditure to all professionals and consultants or exceed
$250,000 of the recipient’s annual revenue for advisory or
consultancy services;
d.
is a material supplier or customer of the Company, or an officer
of or otherwise associated directly or indirectly with, a material
supplier or customer. In this context, the relationship with the
supplier or customer shall be deemed to be material if annual
payments to or from that supplier or customer exceed $250,000
of the annual consolidated gross revenue of either Jupiter or of
that supplier or customer;
e. has any material contractual relationship with Jupiter other than
as a director; or
f.
is free from any interest and any business or other relationship
which could, or could reasonably be perceived to, materially
interfere with the director’s ability to act in the best interests of
Jupiter.
Paul Murray and Andrew Bell are independent Non-Executive
Directors. However, the Board was not comprised of a majority
of independent Directors throughout the 2012 year and as at the
date of this Annual Report. The Chairman, Mr Brian Gilbertson is
not independent as he is 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 also not independent. Mr Soo-Cheol Shin is
directly associated with POSCO Australia Pty Ltd, also a substantial
shareholder of Jupiter and therefore not independent. The Company
believes this Board structure is the most appropriate given the stage
of development of the Company.
20
JUPITER MINES LIMITED Annual Report 2012
Corporate Governance Statement
AsX recommendation
comply comments
skills, knowledge and experience of Directors
Further details about the Directors skills, experience and period
of office are set out in the Directors’ Report section of this Annual
Report.
Board meetings
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.
Mr Brian Gilbertson is the Chairman of the Company and does not
meet the Company’s criteria for independence, refer to Principle 2.1
above. The Board believes his experience and industry knowledge
makes him the most appropriate person to lead the Board.
The position of chairman and Chief Executive Officer are not held by
the same person.
The Board has established a Remuneration & Nomination Committee
(Committee) and its role is set out in a formal charter which is available
on Jupiter’s website. Details of the members of the Remuneration and
Nomination Committee are set out in the Directors Report section of
this Annual Report and under Principle 8 below.
The Remuneration and Nomination Committee is responsible for
the evaluation of the Board, committees and individual Directors’
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 to attract
and maintain Directors with the requisite skills and experience to
guide the Company towards achieving its objectives.
2.2
The chair should be an
independent Director
No
2.3
The roles of chair and chief
executive officer should not
be exercised by the same
individual
Yes
2.4
The Board should establish
a nomination committee
Yes
2.5
Yes
Disclose the process for
evaluating the performance
of the Board, its
committees and individual
Directors
2.6
Provide the information
indicated in the Guide to
reporting on Principle 2
Yes
JUPITER MINES LIMITED Annual Report 2012
21
Corporate Governance Statement
AsX recommendation
comply comments
Principle 3 – Promote ethical and responsible decision making
3.1
confidentiality
Yes
Establish a code of
conduct and disclose the
code or a summary of the
code as to:
•
•
•
The practices
necessary to maintain
confidence in the
Company’s integrity;
The practices
necessary to take
into account their
legal obligations
and the reasonable
expectations of their
stakeholders; and
The responsibility
and accountability of
individuals for reporting
and investigating
reports of unethical
practices
3.2
3.3
Yes
Yes
Establish a policy
concerning diversity and
disclose the policy or a
summary of that policy.
Disclose in each annual
report the measurable
objectives for achieving
gender diversity set by the
Board in accordance with
the diversity policy and
progress towards achieving
them
22
JUPITER MINES LIMITED Annual Report 2012
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.
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 breaches of the Code. These stakeholders include
employees, clients, customers, government authorities, creditors and
the community as whole. This Code governs all Jupiter’s commercial
operations and the conduct of Directors, employees, consultants,
contactors 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 Company’s website.
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.
Directors, senior executives and any personnel in possession of
information relating to Jupiter that is not generally available, 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.
The Company has implemented a Diversity Policy which can be
viewed on its website. The Diversity Policy is a commitment by the
Company to actively seek to maintain a diverse workforce to create
a workplace that is fair and inclusive, applies fair and equitable
employment practices and provides a working environment that will
allow all employees to reach their full potential.
Jupiter is of the view that any measurable statistical objectives on a
diverse workforce must be fit for purpose, in line with the Company
strategic objectives and ensure the Company is in compliance with
all relevant legislative requirements.
At the date of this report, the Company is of the opinion that it is
in compliance with all equal employment opportunity and diversity
legislative requirements.
Corporate Governance Statement
AsX recommendation
comply comments
3.4
Disclose in each annual
report the proportion of
women employees in
the whole organisation,
women in senior executive
positions and women on
the Board
Yes
Due to the size and scale of operations of the Company, the Board
has determined that a long term gender diversity objective is more
appropriate.
At the date of this report, 0% of Board, 41% of employees and 0%
of senior executives are women. The company will look to increase
gender diversity at a Board and senior executive level in future years
as the Company aims to progress from exploration to construction
and ultimately production.
3.5
Provide the information
indicated in the Guide to
reporting on Principle 3
Yes
Principle 4 – Safeguard integrity in financial reporting
4.1
Yes
The Board should establish
an audit committee
The Company has established an Audit Committee to assist the
Board. The role of the Audit Committee is to assist the Board in
its oversight responsibilities in relation to financial management and
reporting, external audit and risk management of the Company.
The Audit Committee Charter sets out the policy for the selection,
appointment and rotation of external audit engagement partners.
Under its Charter, the Audit Committee must have at least three
members, all of which must be non-executive and the majority must
be independent. The Charter also requires that all members have a
working familiarity with basic accounting and finance practices and
that at least one member have financial expertise.
The Audit Committee at the date of this report consisted of three non-
executive Directors, two of whom are independent. The chairman
is an independent Director who is not the Chairman of the Board.
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.
4.2
The audit committee should
be structured so that it:
Yes
• Consists only of non-
executive Directors;
• Consists of a majority
of independent
Directors;
•
Is chaired by an
independent chair,
who is not chair of the
Board; and
• Has at least three
members
4.3
The audit committee should
have a formal charter
Yes
The charter for the Audit Committee is disclosed on the Company’s
website.
4.4
Provide the information
indicated in the Guide to
reporting on Principle 4
Yes
JUPITER MINES LIMITED Annual Report 2012
23
Corporate Governance Statement
AsX recommendation
comply comments
Principle 5 – Make timely and balanced disclosure
5.1
Yes
Establish written policies
designed to ensure
compliance with ASX
Listing Rule disclosure
requirements and to
ensure accountability at
a senior executive level
for that compliance and
disclose those policies or a
summary of those policies
5.2
Provide the information
indicated in the Guide to
reporting on Principle 5
Yes
Jupiter is committed to ensuring compliance with the continuous
disclosure obligations under the ASX Listing Rules and the
Corporations Act. The Board has implemented a formal Continuous
Disclosure Policy, a copy of which is available on the Company’s
website.
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.
Principle 6 – Respect the rights of shareholders
6.1
Yes
Design a communications
policy for promoting
effective communication
with shareholders
and encouraging their
participation at general
meetings and disclose their
policy or a summary of that
policy
is committed
Jupiter
to promoting effective communication
with shareholders. The Board has implemented a Shareholder
Communications Policy, a copy of which can be found on the
website, which ensures information is made available on a timely
basis.
Jupiter communicates with
its shareholders continually and
periodically and encourages shareholder participation at annual
general meetings. Periodic ASX announcements include the quarterly,
half-yearly and annual reports. Copies of all ASX announcements
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.
6.2
Provide the information
indicated in the Guide to
reporting on Principle 6
Yes
24
JUPITER MINES LIMITED Annual Report 2012
Corporate Governance Statement
AsX recommendation
comply comments
Principle 7 – Recognise and manage risk
7.1
Yes
Establish policies for the
oversight and management
of material business risks
and disclose a summary of
those policies
The Board has accepted and takes ultimate responsibility for
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 that the size of Jupiter and its
operations does not warrant a separate committee at this time.
7.2
7.3
The Audit Committee is responsible for financial risk 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.
The Company is committed to the identification, monitoring and
management of material business risks of its activities. The Board
delegates the adequacy and content of risk reporting to management.
The Board reviews the material business risks determined and
reported by executive management on a regular basis and ensures
that an effective, integrated and comprehensive risk management
system and process is being operated by management. In addition,
the Chief Executive Officer and Chief Financial Officer formally report
and make statements to the Board pursuant to Recommendation 7.3.
The Company’s personnel are responsible for adhering to the
Occupational Health and Safety Policy as part of the risk management
process.
Yes
Require management to
design and implement
the risk management and
internal control system to
manage the Company’s
material business risks
and report to it on whether
those risks are being
managed effectively. The
Board should disclose that
management has reported
to it as to the effectiveness
of the Company’s
management of its material
business risk
Disclose whether it has
received assurance from
the chief executive officer
(or equivalent) and the
chief financial officer
(or equivalent) that the
declaration provided in
accordance with section
295A of the Corporations
Act is founded on a sound
system of risk management
and internal control and
that the system is operating
effectively in all material
respects in relation to
financial reporting risks
Yes
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 in relation to financial reporting risks.“
7.4
Provide the information
indicated in the Guide to
reporting on Principle 7
Yes
JUPITER MINES LIMITED Annual Report 2012
25
Corporate Governance Statement
AsX recommendation
comply comments
Principle 8 – Remunerate fairly and responsibly
8.1
Yes
Establish a remuneration
committee
The Board has established a Remuneration and Nomination
committee. The Committee’s main responsibilities are 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 and makes recommendations
to the Board regarding the remuneration of senior executives,
executive Directors and non-executive Directors.
The Remuneration and Nomination Committee Charter is available
on the Company’s website under “Corporate Governance”.
8.2
The remuneration
committee should be
structured so that it:
Yes
Pursuant to the Remuneration and Nomination Committee Charter,
the Committee must have at least three members, all of which must
be non-executive and the majority must be independent.
• Consists of a majority
of independent
Directors
•
Is chaired by an
independent chair
• Has at least three
members
8.3
Distinguish the structure
of non-executive Directors
remuneration from that of
executive Directors and
senior executives
The Committee at the date of this report consisted of three non-
executive Directors, two of who are independent. The chairman is an
independent Director who is not Chairman of the Board. Details of
the members of the Remuneration and Nomination Committee and
their attendance at Committee Meetings are set out in the Director’s
Report section of this Annual Report.
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 option 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 33 to 38 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 objectives and 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.
Directors and senior executives are not permitted to enter into
transactions with securities (or any derivative thereof) which limit
the economic risk of any unvested entitlements awarded under any
equity-based remuneration scheme currently in operation or which
will be offered by the Company in the future. However, Directors
and senior executives will consult with the Chairman if they are
considering, or if they are not sure, as to whether entering into
transactions may limit the economic risk of unvested entitlements
they may have.
8.4
Provide the information
indicated in the Guide to
reporting on Principle 8
Yes
26
JUPITER MINES LIMITED Annual Report 2012
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 2012 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
• Soo-Cheol Shin
(resigned 19 March 2012)
(appointed 19 March 2012)
executive
• Richard Mehan
(resigned 5 June 2012)
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.
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 69% of
Jupiter. Mr Gilbertson is a British and South African citizen.
Mr Gilbertson has not been a Director of any other ASX listed company in the past three years.
JUPITER MINES LIMITED Annual Report 2012
27
Directors’ Report
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.
Mr Murray has been a Director of Great Western Minerals Limited and Consolidated Western Areas Limited.
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
• Cue Resources Limited (AIM: CUE). Since 2011
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.
Mr Thapliyal 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.
Mr Woo resigned on 19 March 2012.
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.
Mr Mehan has not been a Director of any other ASX listed companies in the past three years.
Mr Mehan resigned on 5 June 2012.
28
JUPITER MINES LIMITED Annual Report 2012
Directors’ Report
soo-cheol shin
(Non-Executive Director)
Mr Shin was appointed as a Director of Jupiter on 19 March 2012.
Mr Shin holds a Bachelor of Arts in Public Administration and joined POSCO in 1989.
Mr Shin has held a variety of positions throughout his career including Project Manager, POSCO Australia Pty Ltd; Team
Leader, Coal Procurement Group; Team Leader, Steel Marking Raw Materials Procurement Group and Group Leader,
Raw Materials Transportation Group. He was appointed Managing Director of POSCO Australia in February 2012.
Mr Shin has extensive experience in the management of natural resource projects both international and within Australia.
Mr Shin has been a Non-Executive Director of Cockatoo Coal Limited (ASX: COK) since 2012, Sandfire Resources NL
(SFR) since 2012 and Murchison Metals Limited (ASX: MMX) since 2012.
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 2012.
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, as well as the development of steel feed related projects. Jupiter is set to evolve from an exploration
to a producing company.
Review of Results and Operations
The consolidated result of Jupiter for the financial year was a loss of $13,250,382 after income tax benefit of $709,733
(2011: loss of $2,158,963 after an income tax expense of $87,204). 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 2012 is set out below:
Date
Announcement and Activities
17 October 2011
1 November 2011
Announced the on market buy-back of up to 10% of the lowest number of total shares on
issue.
Announced that “Tshipi Borwa Manganese Mine - Mining Contract awarded” to Aveng
Moolmans for open pit mining contract.
10 November 2011
Announced “Tshipi Borwa Manganese Mine – Appointment of CEO and CFO” – Finn
Behnken and Brendan Robinson respectively.
11 January 2012
Announced “Mincor Acquires Highly Prospective Nickel Tenements” from Jupiter.
19 March 2012
5 June 2012
Dividends
Announced resignation of Mr Sun Moon Woo, and appointment of Mr Soo-Cheol Shin as
non-executive Director.
Announced resignation of Mr Richard Mehan and appointment of Greg Durack as Chief
Operating Officer.
No dividends were paid or declared during the year by Jupiter.
Financial Position
During the year, Jupiter issued shares to a value of $542,381 (2011: $410,108,659) net of transaction costs and acquired
exploration interests or capitalised exploration costs to a value of nil (2011: $348,833,502). At 30th June 2012, Jupiter
held $65,004,419 in cash and cash equivalents compared with $139,936,966 at 30th June 2011 and had carried forward
exploration expenditure of $50,326,038 compared with $19,648,304 at 30th June 2011.
JUPITER MINES LIMITED Annual Report 2012
29
Directors’ Report
Significant Events After Reporting Date:
On 19 July 2012 the Company announced that it would raise up to approximately $125 million to support the development
of its manganese and iron ore assets in South Africa and Australia.
The Capital Raising was to be completed in two tranches:
1. $40 million private placement
• No shareholder approval required
• Under 15% placement allowance
•
250,000,000 shares issued at $0.16
2. Up to $85 million rights issue
•
5 for 19 ratio
• Non-renounceable
• Shortfall facility
•
Total take up of rights came to $36 million was raised and 225,001,339 shares
• Shortfall shares remaining are 316,271,853 which may be placed within 3 months of the closing date of the
offer
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 has 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 has 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 2012, there were 6,700,000 (2011: 5,300,000) options over unissued shares in the capital of Jupiter,
details of which are set out in Note 21 and Note 22 of the attached Financial Statements.
4,200,000 options were granted during the financial year.
1,620,000 options were exercised during the financial year.
Since 30th June 2012 to the date of this Annual Report, nil options have been exercised, no options have been granted.
1,180,000 (2011: nil) options lapsed or were cancelled during the financial year.
30
JUPITER MINES LIMITED Annual Report 2012
Directors’ Report
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
Soo-Cheol Shin
committee Meetings
Number of meetings held during the
tenure of the Director
Number of meetings
attended
4
4
4
4
3
4
1
3
4
4
4
3
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
3
3
3
3
3
3
2
2
2
remuneration
committee
meetings held
during tenure
2
2
2
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
Richard Mehan
Soo-Cheol Shin4
ordinary shares
options over ordinary shares
-
1,260,000
-
11,727,080
-
-
-
-
-
-
-
-
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 301,020,834 Ordinary Shares.
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 301,020,834 Ordinary Shares.
4 Soo-Cheol Shin was the Managing Director of POSCO Australia Pty Ltd, has a relevant interest in POSCO Australia Pty Ltd (POSCO) and POSCO Australia
GP PTY LTD (POSA GP). POSCO is the registered owner of 55,624,454 Ordinary Shares, POSA GP is the registered owner of 271,586,321 shares.
Unissued shares under option
Up until the date of this report, there are no further unissued shares under option.
JUPITER MINES LIMITED Annual Report 2012
31
Directors’ Report
Shares issued during or since the end of the year as a result of exercise
During or since the end of the financial year, the Company issued ordinary shares as a result of the exercise of options
as follows (there were no amounts unpaid on the shares issued):
Date options granted
issue price of shares ($)
Number of shares issued
17 Dec 2008
17 Dec 2008
17 Dec 2008
17 Dec 2008
0.25
0.25
0.20
0.25
200,000
100,000
500,000
820,000
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 2012 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 2012:
Taxation and other services
Auditor’s independence Declaration
$
32,142
32,142
The lead auditor’s independence declaration for the year ended 30th June 2012 has been received and can be found on
page 39 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.
32
JUPITER MINES LIMITED Annual Report 2012
Directors’ Report
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 2012, $105,417 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 services leave.
JUPITER MINES LIMITED Annual Report 2012
33
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.
The service conditions pertaining to these options involve
the Key Management Personnel remaining employed by
the Group.
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.
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.
Anti-Hedging Policy
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.
Consequences of performance on shareholder wealth
In considering the Group’s performance and benefits for shareholder wealth, the Board have regard to the following
indices in respect of the current financial year and the previous four financial years:
2012
2011
2010
EPS (cents)
(0.0073)
(0.0018)
(0.0075)
Dividends (cents per share)
Net profit/(loss) ($000)
Share price ($)
-
(16,379)
0.16
-
(5,067)
0.44
-
(2,962)
0.22
2009
(5.44)
-
(10,190)
0.19
2008
(1.97)
-
(2,723)
0.28
34
JUPITER MINES LIMITED Annual Report 2012
Directors’ Report
d
e
m
u
s
s
a
s
a
h
r
e
t
i
p
u
J
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
.
3
0
.
3
.
M
2
l
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
y
r
a
m
m
u
S
n
o
i
t
a
r
e
n
u
m
e
R
2
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
-
-
-
-
-
-
-
-
.
4
6
1
.
5
6
1
-
-
0
0
0
5
5
,
-
7
1
4
,
0
5
1
3
0
4
6
5
,
-
-
-
-
-
-
-
-
7
5
1
1
8
3
,
9
7
4
,
2
6
3
5
6
2
5
2
,
3
5
6
1
4
,
8
5
2
,
3
0
3
1
,
2
3
1
,
4
0
1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0
0
0
,
0
5
1
5
1
,
0
3
5
4
9
,
9
1
6
9
0
,
0
0
1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0
0
0
,
5
5
7
1
4
,
0
5
-
1
3
0
,
4
1
5
7
2
5
,
8
8
2
5
5
0
,
1
9
1
0
3
0
,
9
9
0
,
1
%
$
$
$
$
$
$
$
$
$
e
c
n
a
m
r
o
f
r
e
P
d
e
t
a
l
e
r
l
a
t
o
t
t
n
e
m
y
a
P
d
e
s
a
b
-
e
r
a
h
s
r
e
h
t
o
m
r
e
t
-
g
n
o
L
s
t
fi
e
n
e
B
-
t
s
o
P
t
n
e
m
y
o
p
m
e
l
s
t
fi
e
n
e
B
s
t
fi
e
n
e
B
m
r
e
t
-
t
r
o
h
s
1
s
n
o
i
t
p
o
y
t
i
u
q
e
r
e
h
t
o
-
r
e
p
u
s
n
o
i
t
a
u
n
n
a
r
e
h
t
o
t
fi
e
n
e
b
e
r
a
h
s
i
i
s
n
o
s
s
m
m
o
c
-
n
o
N
h
s
a
c
t
fi
o
r
p
h
s
a
c
d
n
a
y
r
a
l
a
s
,
h
s
a
c
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
2
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
t
n
e
m
e
g
a
n
a
M
y
e
K
s
r
o
t
c
e
r
i
D
n
o
s
r
e
P
n
o
s
t
r
e
b
l
i
G
P
B
r
M
y
a
r
r
u
M
R
P
r
M
l
a
y
i
l
p
a
h
T
P
r
M
o
o
W
M
S
r
M
*
*
n
a
h
e
M
R
r
M
l
l
e
B
A
r
M
i
n
h
S
l
o
e
h
C
-
o
o
S
r
M
t
n
e
m
e
g
a
n
a
M
y
e
K
k
c
a
r
u
D
G
r
M
l
e
n
n
o
s
r
e
P
l
i
n
e
t
s
e
k
n
F
M
i
r
M
r
o
F
1
JUPITER MINES LIMITED Annual Report 2012
35
Directors’ Report
e
c
n
a
m
r
o
f
r
e
P
d
e
t
a
l
e
r
l
a
t
o
t
d
e
s
a
b
-
e
r
a
h
s
t
n
e
m
y
a
P
r
e
h
t
o
-
t
s
o
P
s
t
fi
e
n
e
B
s
t
fi
e
n
e
B
m
r
e
t
-
g
n
o
L
t
n
e
m
y
o
p
m
e
l
s
t
fi
e
n
e
B
m
r
e
t
-
t
r
o
h
s
-
r
e
p
u
s
h
s
a
c
-
n
o
N
t
fi
o
r
p
h
s
a
c
d
n
a
y
r
a
l
a
s
,
h
s
a
c
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
3
s
n
o
i
t
p
o
y
t
i
u
q
e
r
e
h
t
o
n
o
i
t
a
u
n
n
a
r
e
h
t
o
t
fi
e
n
e
b
e
r
a
h
s
i
i
s
n
o
s
s
m
m
o
c
%
$
$
$
$
$
$
$
$
$
n
o
s
r
e
P
t
n
e
m
e
g
a
n
a
M
y
e
K
-
-
-
-
-
-
-
-
-
-
-
-
-
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
5
7
,
6
-
5
6
3
,
6
2
9
8
8
5
1
1
,
7
1
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
t
n
e
m
e
g
a
n
a
M
1
o
o
W
M
S
r
M
l
l
e
B
A
r
M
n
a
h
e
M
R
r
M
i
n
h
S
C
S
r
M
l
e
n
n
o
s
r
e
P
y
e
K
k
c
a
r
u
D
G
r
M
*
*
2
i
s
s
u
n
e
B
J
R
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
i
l
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
1
36
JUPITER MINES LIMITED Annual Report 2012
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
3
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
2
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
Directors’ Report
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 2012
Options which were exercised during the year were granted as compensation in prior periods.
Key Management Personnel
Paul Murray
Paul Murray
options 2011
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
500,000
1,000,000
$0.20
$0.25
—
—
—
—
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
—
—
—
—
—
—
Options Granted as Remuneration 2012
options Granted
as Part of
remuneration
$
total remuneration
represented by
options
%
options
exercised
options
Lapsed
$
$
total
$
Key Management Personnel
Mr G Durack
Mr M Finkelstein
105,191
70,128
175,319
24.82
24.94
—
—
—
—
—
—
—
105,191
70,128
175,319
Options Granted as Remuneration 2011
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
options Granted
as Part of
remuneration
$
total remuneration
represented by
options
%
options
exercised
options
Lapsed
$
$
—
—
—
—
—
—
—
—
—
—
—
—
57,000
116,000
173,000
—
—
—
—
—
total
$
—
—
57,000
116,000
173,000
JUPITER MINES LIMITED Annual Report 2012
37
Directors’ Report
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, was 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 18 to 26 of this Report.
This report is signed in accordance with a resolution of the Board of Directors.
Brian P Gilbertson
Perth
21 September 2012
38
JUPITER MINES LIMITED Annual Report 2012
Audit Independence Declaration
JUPITER MINES LIMITED Annual Report 2012
39
Statement of Comprehensive Income
For tHe YeAr eNDeD 30 JUNe 2012
Revenue
Depreciation and amortisation expense
Finance costs
Director and secretarial costs
Impairment of exploration interests
Impairment of property, plant and equipment
Note
2
3
3
consolidated Group
2012
$
2011
$
6,490,231
3,475,522
(208,403)
(260,033)
(20,473)
(275,383)
(103,703)
(83,833)
(21,625)
(274,798)
(443,626)
—
—
Impairment of financial assets
11
(3,366,577)
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
—
(1,156,867)
(107,782)
(814,999)
(168,758)
(543,388)
(296,962)
(333,213)
(1,823,221)
(262,616)
(82,725)
(487,205)
(361,153)
(208,121)
(231,782)
(676,211)
(746,293)
—
(11,908,131)
(726,945)
(132,904)
(44,305)
(13,960,115)
(2,246,167)
4
709,733
87,204
(13,250,382)
(2,158,963)
Net loss attributable to members of the parent entity
(13,250,382)
(2,158,963)
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)
11
22
8
8
(437,407)
(2,639,866)
(2,691,398)
(268,811)
(3,128,805)
(2,908,677)
(16,379,187)
(5,067,640)
(0.0073)
(0.0073)
(0.0018)
(0.0018)
The Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
40
JUPITER MINES LIMITED Annual Report 2012
Statement of Financial Position
As At 30 JUNe 2012
consolidated Group
2012
$
2011
$
Note
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
Borrowings
Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Deferred tax liability
Borrowings
Provisions
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
eQUitY
Issued capital
Reserves
Accumulated losses
totAL eQUitY
9
10
15
11
13
14
17
15
16
18
19
20
17
17
20
21
22
65,004,419
139,936,966
2,354,420
1,298,878
2,360,261
450,572
69,719,100
141,686,416
2,451,585
6,255,569
6,441,487
4,288,739
221,690
116,416
374,633,122
341,511,875
24,968,495
11,696,632
50,326,038
19,648,304
459,042,417
383,517,535
528,761,517
525,203,951
5,009,091
2,615,845
—
153,508
476,412
157,412
5,162,599
3,249,669
90,092,871
89,955,370
19,259,312
4,244,290
—
—
113,596,473
89,955,370
118,759,072
93,205,039
410,002,445
431,998,912
450,792,571
456,510,087
(2,279,693)
838,996
(38,510,433)
(25,350,171)
410,002,445
431,998,912
The above Statement of Financial Position should be read in conjunction with the accompanying notes.
JUPITER MINES LIMITED Annual Report 2012
41
Statement of Changes in Equity
For tHe YeAr eNDeD 30 JUNe 2012
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
n
o
i
t
a
l
s
n
a
r
t
s
e
v
r
e
s
e
r
l
a
t
i
p
a
c
e
r
a
h
s
l
a
i
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
i
o
$
$
$
e
t
o
N
1
5
7
,
4
7
6
7
2
,
)
8
0
2
1
9
1
,
,
3
2
(
)
3
6
9
,
8
5
1
2
,
(
)
3
6
9
,
8
5
1
,
2
(
—
—
)
7
7
6
8
0
9
,
,
2
(
—
0
9
0
1
7
8
,
,
1
5
3
1
1
7
5
5
3
,
,
5
5
0
0
0
,
5
6
1
2
,
—
—
—
)
0
4
6
,
7
6
0
5
(
,
)
3
6
9
2
1
9
8
9
9
,
,
1
3
4
)
1
7
1
,
0
5
3
,
5
2
(
—
2
1
9
,
8
9
9
1
3
4
,
—
)
1
7
1
,
0
5
3
5
2
(
,
)
2
8
3
0
5
2
,
,
3
1
(
)
2
8
3
0
5
2
,
,
3
1
(
—
—
—
—
—
)
1
1
8
,
8
6
2
(
)
1
1
8
,
8
6
2
(
—
—
—
—
—
,
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
(
,
—
6
1
6
,
2
6
2
1
0
0
,
0
8
3
)
7
9
8
9
5
2
,
,
6
(
—
—
—
0
2
1
,
0
9
—
—
—
—
—
—
—
—
)
5
0
8
8
2
1
,
,
3
(
—
)
8
9
3
,
1
9
6
2
,
(
)
7
0
4
7
3
4
,
(
)
7
8
1
,
9
7
3
6
1
(
,
)
2
8
3
,
0
5
2
3
1
(
,
)
8
9
3
,
1
9
6
2
(
,
)
7
0
4
7
3
4
(
,
—
—
7
0
4
7
3
4
,
0
0
4
,
0
7
6
7
0
4
,
7
3
4
0
0
4
,
0
7
6
)
7
6
4
6
9
9
,
,
1
2
(
)
2
6
2
0
6
1
,
,
3
1
(
)
8
9
3
1
9
6
,
,
2
(
)
7
0
4
,
7
3
4
(
6
1
1
,
0
1
—
5
4
4
,
2
0
0
0
1
4
,
—
—
)
3
3
4
0
1
5
,
,
8
3
(
)
9
0
2
0
6
9
,
,
2
(
—
—
—
6
1
5
,
0
8
6
—
—
—
—
—
—
—
—
—
—
—
—
—
0
9
0
,
1
7
8
,
1
5
3
1
1
7
,
5
5
3
,
5
5
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
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
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
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
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
)
0
0
7
,
9
8
1
(
)
8
5
1
,
7
2
5
(
8
5
8
,
1
8
8
,
2
1
2
s
n
o
i
t
p
o
f
o
n
o
s
r
e
v
n
o
C
i
—
—
—
—
—
6
1
6
,
2
6
2
)
0
0
5
,
2
5
2
(
—
—
—
—
—
—
—
—
—
—
—
—
—
7
8
0
,
0
1
5
,
6
5
4
l
a
t
o
t
-
b
u
S
—
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
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
—
—
—
)
7
9
8
,
9
5
2
,
6
(
—
—
—
1
8
3
,
2
4
5
)
6
1
5
,
7
1
7
,
5
(
1
7
5
,
2
9
7
,
0
5
4
)
(
a
2
2
1
2
7
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
k
c
a
b
t
h
g
u
o
b
s
e
r
a
h
S
s
t
s
o
c
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
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
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
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
2
1
0
2
e
n
u
J
0
3
t
a
e
c
n
a
a
B
l
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
l
y
u
J
1
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
42
JUPITER MINES LIMITED Annual Report 2012
l
a
t
o
t
$
d
e
t
a
l
u
m
u
c
c
A
s
e
s
s
o
L
$
n
g
i
e
r
o
F
y
c
n
e
r
r
u
c
n
o
i
t
a
l
s
n
a
r
t
s
e
v
r
e
s
e
r
l
a
t
i
p
a
c
e
r
a
h
s
l
a
i
c
n
a
n
i
F
s
t
e
s
s
A
s
n
o
i
t
p
o
s
n
o
i
t
p
o
y
r
a
n
i
d
r
o
$
$
$
e
t
o
N
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
)
1
1
8
,
8
6
2
(
)
1
1
8
,
8
6
2
(
—
—
—
—
—
—
—
—
—
—
—
—
—
0
9
0
,
1
7
8
,
1
5
3
1
1
7
,
5
5
3
,
5
5
0
0
0
,
5
6
1
,
2
1
5
7
,
4
7
6
,
7
2
)
8
0
2
,
1
9
1
,
3
2
(
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
y
l
u
J
1
t
a
e
c
n
a
l
a
B
)
3
6
9
,
8
5
1
,
2
(
)
3
6
9
,
8
5
1
,
2
(
y
t
i
t
n
e
t
n
e
r
a
p
f
o
s
r
e
b
m
e
m
o
t
e
l
b
a
t
u
b
i
r
t
t
a
s
s
o
L
)
7
7
6
,
8
0
9
,
2
(
—
)
1
1
8
,
8
6
2
(
)
6
6
8
,
9
3
6
,
2
(
)
0
4
6
,
7
6
0
,
5
(
)
3
6
9
,
8
5
1
,
2
(
)
1
1
8
,
8
6
2
(
)
6
6
8
,
9
3
6
,
2
(
)
0
0
7
,
9
8
1
(
)
8
5
1
,
7
2
5
(
8
5
8
,
1
8
8
,
2
1
2
s
n
o
i
t
p
o
f
o
n
o
i
s
r
e
v
n
o
C
0
9
0
,
1
7
8
,
1
5
3
1
1
7
,
5
5
3
,
5
5
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
r
a
e
y
e
h
t
r
o
f
s
s
o
l
e
v
i
s
n
e
h
e
r
p
m
o
c
l
a
t
o
t
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
r
a
e
y
e
h
t
r
o
f
s
s
o
l
e
v
i
s
n
e
h
e
r
p
m
o
c
r
e
h
t
o
l
a
t
o
T
2
1
9
,
8
9
9
,
1
3
4
)
1
7
1
,
0
5
3
,
5
2
(
7
0
4
,
7
3
4
0
0
4
,
0
7
6
7
8
0
,
0
1
5
,
6
5
4
l
a
t
o
t
-
b
u
S
7
r
o
f
d
e
d
i
v
o
r
p
r
o
d
i
a
p
s
d
n
e
d
i
v
i
D
2
1
9
,
8
9
9
,
1
3
4
)
1
7
1
,
0
5
3
,
5
2
(
7
0
4
,
7
3
4
0
0
4
,
0
7
6
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
l
a
B
)
2
8
3
,
0
5
2
,
3
1
(
)
2
8
3
,
0
5
2
,
3
1
(
)
5
0
8
,
8
2
1
,
3
(
—
)
8
9
3
,
1
9
6
,
2
(
)
7
0
4
,
7
3
4
(
)
7
8
1
,
9
7
3
,
6
1
(
)
2
8
3
,
0
5
2
,
3
1
(
)
8
9
3
,
1
9
6
,
2
(
)
7
0
4
,
7
3
4
(
—
—
6
1
6
,
2
6
2
1
0
0
,
0
8
3
)
7
9
8
,
9
5
2
,
6
(
0
2
1
,
0
9
5
4
4
,
2
0
0
,
0
1
4
)
3
3
4
,
0
1
5
,
8
3
(
)
9
0
2
,
0
6
9
,
2
(
)
7
6
4
,
6
9
9
,
1
2
(
)
2
6
2
,
0
6
1
,
3
1
(
)
8
9
3
,
1
9
6
,
2
(
)
7
0
4
,
7
3
4
(
6
1
1
,
0
1
6
1
6
,
2
6
2
)
0
0
5
,
2
5
2
(
—
6
1
5
,
0
8
6
1
8
3
,
2
4
5
)
6
1
5
,
7
1
7
,
5
(
1
7
5
,
2
9
7
,
0
5
4
)
a
(
2
2
1
2
7
y
t
i
t
n
e
t
n
e
r
a
p
f
o
s
r
e
b
m
e
m
o
t
e
l
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
e
v
i
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
e
v
i
s
n
e
h
e
r
p
m
o
c
l
a
t
o
t
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
i
n
g
o
c
e
r
s
n
o
i
t
p
O
r
o
f
d
e
d
i
v
o
r
p
r
o
d
i
a
p
s
d
n
e
d
i
v
i
D
2
1
0
2
e
n
u
J
0
3
t
a
e
c
n
a
l
a
B
s
n
o
i
t
p
o
f
o
n
o
i
s
r
e
v
n
o
C
l
a
t
o
t
-
b
u
S
)
7
9
8
,
9
5
2
,
6
(
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
k
c
a
b
t
h
g
u
o
b
s
e
r
a
h
S
s
t
s
o
c
e
t
o
n
g
n
i
y
n
a
p
m
o
c
c
a
e
h
t
h
t
i
w
n
o
i
t
c
n
u
j
n
o
c
n
i
d
a
e
r
e
b
d
l
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
Statement of Cash Flows
For tHe YeAr eNDeD 30 JUNe 2012
cAsH FLoWs FroM oPerAtiNG ActiVities
Payments to suppliers and employees
Interest received
Other income
R&D claim tax credit
Finance costs
consolidated Group
Note
2012
$
2011
$
(3,696,219)
(5,947,222)
6,391,208
2,100,551
2,866,826
1,373,763
871,688
(18,681)
-
(20,800)
Net cash provided by/(used in) operating activities
26(a)
6,414,822
(2,493,708)
cAsH FLoWs FroM iNVestiNG ActiVities
Purchase of property, plant and equipment
Purchase of intangible assets
Proceeds from sale of financial assets
Receipts/(Payments) for other non-current assets
Advances to joint venture
(2,925,022)
(4,301,630)
(266,562)
-
(66,550)
678,933
3,072,654
(750,769)
(5,822,126)
(10,905,816)
Payments for exploration and evaluation of mining reserves
(64,389,846)
(11,903,724)
Net cash provided by/(used in) investing activities
(70,330,902)
(27,249,556)
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
(5,879,898)
161,734,377
-
1,296,226
868,855
467,065
Net cash provided by/(used in) financing activities
(4,583,672)
163,070,297
Net increase/(decrease) in cash and cash equivalents held
(68,499,752)
133,327,033
Cash and cash equivalents at beginning of financial year
139,936,966
6,769,167
Effect of exchange rates on cash holdings in foreign currencies
(6,432,795)
(159,234)
Cash and cash equivalents at end of financial year
9
65,004,419
139,936,966
The Statement of Cash Flows should be read in conjunction with the accompanying notes.
JUPITER MINES LIMITED Annual Report 2012
43
Notes to the Financial Statements
For tHe YeAr eNDeD 30 JUNe 2012
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 21 September 2012.
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.
Jupiter Mines Limited is a for-profit entity for the purpose of preparing the financial statements.
(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.
(b) interests in Joint Ventures
The Group acquired an interest in Tshipi é Ntle Manganese Mining (Proprietary) Limited (“Tshipi”), a joint venture
entity, in 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,
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.
44
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
Note 1: summary of significant Accounting Policies (continued)
(c) 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.
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%
33.33%
12.50%
20.00%
10.00%
JUPITER MINES LIMITED Annual Report 2012
45
Notes to the Financial Statements
Note 1: summary of significant Accounting Policies (continued)
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.
(e)
exploration and evaluation expenditure
(f)
(g)
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 in the Statement of Comprehensive Income 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.
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.
46
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
Note 1: summary of significant Accounting Policies (continued)
(i) 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.
(ii) 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.
(iii) 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.
(iv) 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.
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.
(v) Financial liabilities
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised
cost.
impairment of Financial Assets
At the end of each reporting period, the Group assess whether there is objective evidence that a financial asset
has been impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there
is objective evidence of impairment as a result of one or more events (a “loss event”) having occurred, which
has an impact on the estimated future cash flows of the financial asset(s).
In the case of available-for-sale financial assets, a significant or prolonged decline in the market value of
the instrument is considered to constitute a loss event. Impairment losses are recognised in profit or loss
immediately. Also, any cumulative decline in fair value previously recognised in other comprehensive income is
reclassified to profit or loss at this point.
In the case of financial assets carried at amortised cost, loss events may include: indications that the debtors or
a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal
payments; indications that they will enter bankruptcy or other financial reorganisation; and changes in arrears
or economic conditions that correlate with defaults.
For financial assets carried at amortised cost (including loans and receivables), a separate allowance account
is used to reduce the carrying amount of financial assets impaired by credit losses. After having taken all
possible measures of recovery, if management establishes that the carrying amount cannot be recovered by
any means, at that point the written-off amounts are charged to the allowance account or the carrying amount
of impaired financial assets is reduced directly if no impairment amount was previously recognised in the
allowance account.
When the terms of the financial assets that would otherwise have been past due or impaired have been
renegotiated, the group recognises the impairment for such financial assets by taking into account the original
terms as if the terms have not been renegotiated so that the loss events have occurred are duly considered.
JUPITER MINES LIMITED Annual Report 2012
47
Notes to the Financial Statements
Note 1: summary of significant Accounting Policies (continued)
(h)
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.
(i)
(j)
(k)
(l)
(m) 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).
(n)
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.
(o)
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.
48
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
Note 1: summary of significant Accounting Policies (continued)
(p)
(q)
(r)
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 28 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 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 $102,475. Refer to note 16 for more details.
Mineral Reserves and Resource Estimates
Ore reserves are estimates of the amount of ore that can be economically and legally extracted from the Group’s
mining properties. The Group estimates its ore reserves and mineral resources based on information compiled
by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body,
and requires complex geological judgments to interpret the data. The estimation of recoverable reserves is based
upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, and
production costs along with geological assumptions and judgments made in estimating the size and grade of the
ore body. Changes in the reserve or resource estimates may impact upon the carrying value of exploration and
evaluation assets, mine properties, property, plant and equipment, goodwill, provision for rehabilitation, recognition
of deferred tax assets, and depreciation and amortisation charges.
(s)
share based payments
Under AASB 2 share based payments, the Company is required to determine the fair value of options issued
to employees as remuneration and recognise as an expense in the statement of comprehensive income. This
standard is not limited to options and also extends to other forms of equity-based remuneration.
(t)
Foreign currency translation
(i) Functional and presentation currency
The functional and presentation currency of Jupiter and its subsidiaries is Australian dollars ($). 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.
JUPITER MINES LIMITED Annual Report 2012
49
Notes to the Financial Statements
Note 1: summary of significant Accounting Policies (continued)
(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.
(u)
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. These new pronouncements have had no
significant impact on the group for this reporting period.
Adoption of AAsBs and improvements to AAsBs 2011 – AAsB 1054 and AAsB 2011-1
The AASB has issued AASB 1054 Australian Additional Disclosures and 2011-1 Amendments to Australian
Accounting Standards arising from the Trans-Tasman Convergence Project, and made several minor amendments
to a number of AASBs. These standards eliminate a large portion of the differences between the Australian and
New Zealand accounting standards and IFRS and retain only additional disclosures considered necessary. These
changes also simplify some current disclosures for Australian entities and remove others.
(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
2012 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
AASB 9 introduces new requirements for the classification and measurement of financial assets and liabilities.
These requirements improve and simplify the approach for classification and measurement of financial assets
compared with the requirements of AASB 139. The main changes are:
a. Financial assets that are debt instruments will be classified based on (1) the objective of the entity’s business
model for managing the financial assets; and (2) the characteristics of the contractual cash flows.
b. Allows an irrevocable election on initial recognition to present gains and losses on investments in equity
instruments that are not held for trading in other comprehensive income (instead of in profit or loss). Dividends
in respect of these investments that are a return on investment can be recognised in profit or loss and there is
no impairment or recycling on disposal of the instrument.
c. Financial assets can be designated and measured at fair value through profit or loss at initial recognition if
doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from
measuring assets or liabilities, or recognising the gains and losses on them, on different bases.
d. Where the fair value option is used for financial liabilities the change in fair value is to be accounted for as
follows:
•
•
The change attributable to changes in credit risk are presented in other comprehensive income (OCI); and
The remaining change is presented in profit or loss.
If this approach creates or enlarges an accounting mismatch in the profit or loss, the effect of the changes in
credit risk are also presented in profit or loss.
Otherwise, the following requirements have generally been carried forward unchanged from AASB 139 into AASB
9:
• Classification and measurement of financial liabilities; and
• Derecognition requirements for financial assets and liabilities.
Consequential amendments were also made to other standards as a result of AASB 9, introduced by AASB 2009-
11 and superseded by AASB 2010-7 and AASB 2010-10.
AAsB 10 consolidated Financial statements
AASB 10 establishes a revised control model that applies to all entities. It replaces the consolidation requirements
in AASB 127 Consolidated and Separate Financial Statements and AASB Interpretation 112 Consolidation –
Special Purpose Entities.
The revised control model broadens the situations when an entity is considered to be controlled by another entity
and includes additional guidance for applying the model to specific situations, including when acting as an agent
may give control, the impact of potential voting rights and when holding less than a majority voting rights may give
‘de facto’ control. This will have an impact on Jupiter as a consolidated entity.
50
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
Note 1: summary of significant Accounting Policies (continued)
AAsB 11 Joint Arrangements
AASB 11 replaces AASB 131 Interests in Joint Ventures and AASB Interpretation 113 Jointly- controlled Entities –
Non-monetary Contributions by Ventures. AASB 11 uses the principle of control in AASB 10 to define joint control,
and therefore the determination of whether joint control exists may change. In addition, AASB 11 removes the
option to account for jointly-controlled entities (JCEs) using proportionate consolidation. Instead, accounting for
a joint arrangement is dependent on the nature of the rights and obligations arising from the arrangement. Joint
operations that give the venturers a right to the underlying assets and obligations themselves are accounted for by
recognising the share of those assets and liabilities. Joint ventures that give the venturers a right to the net assets
are accounted for using the equity method. This will result in a change in the accounting for the joint arrangements
held by the group.
AAsB 12 Disclosure of interests in other entities
AASB 12 includes all disclosures relating to an entity’s interests in subsidiaries, joint arrangements, associates
and structures entities. New disclosures introduced by AASB 12 include disclosures about the judgements
made by management to determine whether control exists, and to require summarised information about joint
arrangements, associates and structured entities and subsidiaries with non-controlling interests. This will result in
further disclosures being made by the group.
AAsB 13 Fair Value Measurement
AASB 13 establishes a single source of guidance for determining the fair value of assets and liabilities. AASB 13
does not change when an entity is required to use fair value, but rather, provides guidance on how to determine fair
value when fair value is required or permitted by other Standards. Application of this definition may result in different
fair values being determined for the relevant assets.
AASB 13 also expands the disclosure requirements for all assets or liabilities carried at fair value. This includes
information about the assumptions made and the qualitative impact of those assumptions on the fair value
determined.
AsB 127 separate Financial statements
As a result of the issuance of AASB 10, AASB 127 has been restructured and reissued to only deal with separate
financial statements. This may not have an impact on the group.
AAsB 128 investment in Associates and Joint Ventures
Once an entity (using AASB 11) has determined that it has an interest in a joint venture, it accounts for it using the
equity method in accordance with AASB 128 (Revised). The mechanics of equity accounting set out in the revised
version of AASB 128 remain the same as in the previous version.
AAsB 1053 Application of tiers of Australian Accounting standards
This Standard establishes a differential financial reporting framework consisting of two Tiers of reporting requirements
for preparing general purpose financial statements:
a. Tier 1: Australian Accounting Standards; and
b. Tier 2: Australian Accounting Standards - Reduced Disclosure Requirements.
Tier 2 comprises the recognition, measurement and presentation requirements of Tier 1 and substantially reduced
disclosures corresponding to those requirements.
The following entities apply Tier 1 requirements in preparing general purpose financial statements:
a.
for-profit entities in the private sector that have public accountability; and
b.
the Australian Government and State, Territory and Local Governments.
The following entities apply either Tier 2 or Tier 1 requirements in preparing general purpose financial statements:
a.
for-profit private sector entities that do not have public accountability;
b. all not-for-profit private sector entities; and
c. public sector entities other than the Australian Government and State, Territory and Local Governments.
Consequential amendments to other standards to implement the regime were introduced by AASB 2010-2.
These amendments address the determination of deferred tax on investment property measured at fair value
and introduce a rebuttable presumption that deferred tax on investment property measured at fair value should
be determined on the basis that the carrying amount will be recoverable through sale. The amendments also
incorporate AASB Interpretation 121 Income Taxes – Recovery of Revalued Non-Depreciable Assets into AASB
112.
JUPITER MINES LIMITED Annual Report 2012
51
Notes to the Financial Statements
Note 1: summary of significant Accounting Policies (continued)
AAsB 2010-8 Amendments to Australian Accounting standards –Deferred tax: recovery of Underlying
Assets
These amendments address the determination of deferred tax on investment property measured at fair value
and introduce a rebuttable presumption that deferred tax on investment property measured at fair value should
be determined on the basis that the carrying amount will be recoverable through sale. The amendments also
incorporate AASB Interpretation 121 Income Taxes – Recovery of Revalued Non-Depreciable Assets into AASB
112. This may not have an impact on the group, dependent upon any possible property transactions undertaken.
AAsB 2011-4 Amendments to Australian Accounting standards to remove individual Key Management
Personnel Disclosure requirements
The Standard deletes from AASB 124 individual key management personnel disclosure requirements for disclosing
entities that are not companies.
AAsB 2011-7 Amendments to Australian Accounting standards arising from the consolidation and Joint
Arrangements standards
This Standard makes consequential amendments to various Australian Accounting Standards arising from the
issuance of AASB 10, AASB 11, AASB 12, AASB 127 (August 2011) and AASB 128 (August 2011).
AAsB 2011-9 Amendments to Australian Accounting standards – Presentation of other comprehensive
income
Amendments to group items presented in other comprehensive income on the basis of whether they are potentially
reclassifiable to profit or loss in subsequent periods (reclassification adjustments, e.g. foreign currency translation
reserves) and those that cannot subsequently be reclassified (e.g. fixed asset revaluation surpluses).
Name changes of statements in AASB 101 as follows:
• One statement of comprehensive income – to be referred to as ‘statement of profit or loss and other
comprehensive income’
•
Two statements – to be referred to as ‘statement of profit or loss’ and ‘statement of comprehensive income’.
The group will rename the financial statements as required.
AAsB 2012-2 Amendments to Australian Accounting standards – Disclosures – offsetting Financial Assets
and Financial Liabilities
This Standard amends the required disclosures in AASB 7 to include information that will enable users of an
entity’s financial statements to evaluate the effect or potential effect of netting arrangements, including rights of
set-off associated with the entity’s recognised financial assets and recognised financial liabilities, on the entity’s
financial position.
This Standard also amends AASB 132 to refer to the additional disclosures added to AASB 7 by this Standard . The
group will be able to adopt this amendment to offset their financial assets and liabilities.
AAsB 2012-3 Amendments to Australian Accounting standards – offsetting Financial Assets and Financial
Liabilities
This Standard adds application guidance to AASB 132 to address inconsistencies identified in applying some of
the offsetting criteria of AASB 132, including clarifying the meaning of “currently has a legally enforceable right of
set-off” and that some gross settlement systems may be considered equivalent to net settlement.
AAsB 2012-5 Amendments to Australian Accounting standards arising from Annual improvements 2009–
2011 cycle
These amendments are a consequence of the annual improvements process, which provides a vehicle for making
non-urgent but necessary amendments to Standards.
These amendments follow the issuance of Annual Improvements to IFRSs 2009–2011 Cycle issued by the
International Accounting Standards Board in May 2012.
52
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
Note 1: summary of significant Accounting Policies (continued)
(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.
(x) Mining reserve
Mining reserve incurred by or on behalf of the group is accumulated separately for each area of interest in which
economically recoverable resources have been identified. Such expenditure comprises cost directly attributable to
the construction of a mine and the related infrastructure.
Once a development decision has been taken, the carrying amount of the exploration and evaluation expenditure
in respect of the area of interest is aggregated with the mining reserve and classified under non-current assets as
“mining reserve”.
A mining reserve is reclassified as a “mining property” at the end of the commissioning phase, when the mine is
capable of operating in the manner intended by management.
No depreciation is recognised in respect of mining reserve until they are reclassified as “mining properties”.
Mining reserves are tested for impairment in accordance with the policy in note 1 (h).
Note 2: Revenue
— interest received
— other revenue
Note 3: Loss from Ordinary Activities
(a)
expenses
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
Superannuation expense
consolidated Group
Note
2012
$
2011
$
6,353,418
2,874,264
136,813
601,258
6,490,231
3,475,522
20,473
21,625
510,597
344,037
31,714
50,667
60,435
65,587
208,403
105,371
7,298
205,015
1,757
45,963
260,033
121,950
JUPITER MINES LIMITED Annual Report 2012
53
Notes to the Financial Statements
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% (2011: 30%)
—
Consolidated entity
(4,188,034)
(673,850)
consolidated Group
Note
2012
$
2011
$
Add:
Tax effect of:
— Tax rate differential
— Share options expensed
— Other non-deductible expenses
Less:
Tax effect of:
(9,061)
78,785
6,229
—
3,737,300
481,416
(381,010)
(186,205)
— other deductible items
—
(80,181)
— Research & Development offset
(862,152)
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.
(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.
(1,243,162)
(266,386)
533,429
(709,733)
179,182
(87,204)
5,523,965
6,564,956
241,531
330,263
15,884,627
6,923,563
54
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
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 2012.
(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
Mr B P Gilbertson
Mr S M Woo
Mr A Bell
Mr P R Murray
Mr P Thapliyal
Mr S C Shin
Mr R Mehan
Mr G Durack
Mr M Finkelstein
Position
Chairman —non-executive
Director — non-executive
Director — non-executive
Director — non-executive
Director — non-executive
Director — non-executive
Managing Director and CEO
CEO
CFO & Company Secretary
Resigned 19 March 2012
Appointed 19 March 2012
Resigned 5 June 2012
Appointed 5 June 2012
(b) the totals of remuneration paid to KMP of the company and the Group during the year are as follows:
Short-term employee benefits
Post-employment benefits
Share-based payments
consolidated Group
2012
$
2011
$
1,099,030
1,079,520
100,096
175,319
51,123
—
1,374,445
1,130,643
JUPITER MINES LIMITED Annual Report 2012
55
Notes to the Financial Statements
l
e
b
a
s
i
c
r
e
x
e
d
e
t
s
e
v
n
U
d
e
t
s
e
V
2
1
0
2
e
n
u
J
0
3
*
s
e
g
n
a
h
c
d
e
s
i
c
r
e
x
e
n
o
i
t
a
s
n
e
p
m
o
c
t
o
N
e
c
n
a
l
a
B
r
e
h
t
o
s
a
d
e
t
n
a
r
G
e
c
n
a
l
a
B
1
1
0
2
y
l
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
)
d
e
u
n
i
t
n
o
c
(
l
e
n
n
o
s
r
e
P
t
n
e
m
e
g
a
n
a
M
y
e
K
f
o
s
t
s
e
r
e
t
n
i
:
5
e
t
o
N
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
(
—
0
0
0
,
0
0
5
1
,
0
0
0
,
0
0
0
1
,
0
0
0
,
0
0
5
2
,
—
0
0
0
0
0
5
,
,
1
0
0
0
0
0
0
,
,
1
0
0
0
0
0
5
,
,
2
—
—
—
—
—
0
0
0
0
0
5
,
,
1
0
0
0
0
0
0
,
,
1
0
0
0
0
0
5
,
,
2
e
t
a
D
e
s
i
c
r
e
x
e
3
1
0
2
r
p
A
1
1
4
1
0
2
r
p
A
1
1
5
1
0
2
r
p
A
1
1
3
1
0
2
r
p
A
1
1
4
1
0
2
r
p
A
1
1
5
1
0
2
r
p
A
1
1
e
t
a
D
y
r
i
p
x
e
6
1
0
2
r
p
A
1
1
6
1
0
2
r
p
A
1
1
6
1
0
2
r
p
A
1
1
6
1
0
2
r
p
A
1
1
6
1
0
2
r
p
A
1
1
6
1
0
2
r
p
A
1
1
.
p
u
o
r
G
e
h
t
—
—
—
—
0
0
0
,
0
0
5
,
1
0
0
0
,
0
0
0
,
1
—
—
)
0
0
0
,
0
0
5
(
)
0
0
0
,
0
0
0
,
1
(
—
0
0
0
,
0
0
5
,
1
y
a
r
r
u
M
R
P
r
M
k
c
a
r
u
D
G
r
M
i
l
n
e
t
s
e
k
n
F
M
i
r
M
i
d
a
P
t
n
u
o
m
A
e
c
i
r
P
e
s
i
c
r
e
x
e
e
t
a
D
t
n
a
r
G
t
a
e
u
a
V
r
i
l
a
F
)
0
0
0
,
0
0
5
(
)
0
0
0
,
0
0
0
,
1
(
0
0
0
,
0
0
5
,
2
0
0
0
,
0
0
5
,
1
l
a
t
o
t
.
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
*
:
n
o
i
t
a
s
n
e
p
m
o
c
s
a
d
e
d
v
o
r
p
s
n
o
i
t
p
o
i
$
-
-
-
-
-
-
$
0
7
.
0
0
8
.
0
0
9
.
0
0
7
.
0
0
8
.
0
0
9
.
0
$
2
6
1
.
0
6
5
1
.
0
2
5
1
.
0
2
6
1
.
0
6
5
1
.
0
2
5
1
.
0
i
l
n
e
t
s
e
k
n
F
M
i
l
i
n
e
t
s
e
k
n
F
M
i
l
i
n
e
t
s
e
k
n
F
M
i
r
M
r
M
r
M
k
c
a
r
u
D
G
r
M
k
c
a
r
u
D
G
r
M
k
c
a
r
u
D
G
r
M
l
y
b
d
e
y
o
p
m
e
g
n
n
a
m
e
r
i
i
l
e
n
n
o
s
r
e
P
t
n
e
m
e
g
a
n
a
M
y
e
K
e
h
t
l
e
v
o
v
n
i
s
n
o
i
t
p
o
e
s
e
h
t
o
t
g
n
n
a
t
r
e
p
s
n
o
i
t
i
d
n
o
c
i
i
i
e
c
v
r
e
s
e
h
T
56
JUPITER MINES LIMITED Annual Report 2012
—
—
—
—
—
—
—
—
—
—
0
0
0
0
0
5
,
,
1
0
0
0
0
0
0
,
,
2
0
0
0
0
0
2
,
0
0
0
0
0
5
,
0
0
0
,
0
0
5
1
,
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
,
,
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
l
e
b
a
s
i
c
r
e
x
e
d
e
t
s
e
v
n
U
d
e
t
s
e
V
1
1
0
2
e
n
u
J
0
3
*
s
e
g
n
a
h
c
d
e
s
i
c
r
e
x
e
n
o
i
t
a
s
n
e
p
m
o
c
t
o
N
e
c
n
a
l
a
B
r
e
h
t
o
s
a
d
e
t
n
a
r
G
e
c
n
a
l
a
B
0
1
0
2
y
l
u
J
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
l
a
t
o
t
.
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
*
Notes to the Financial Statements
Note 5: interests of Key Management Personnel (continued)
(d) shareholdings
Number of Shares held by key management personnel
Key Management Personnel
Mr P R Murray
Mr P Thapliyal
total
Balance
1 July
2011
980,000
11,727,080
12,707,080
received as
remuneration
options
exercised1
Net
change
other2
Balance
30 June
2012
—
—
—
1,000,000
(720,000)
1,260,000
—
—
11,727,080
1,000,000
(720,000)
12,987,080
1 Amount paid per share $0.20 (500,000 shares) and $0.25 (500,000 shares).
2 Net change other refers to shares purchased or sold during the financial year.
Note:
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 301,020,834 Ordinary Shares.
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 301,020,834 Ordinary Shares.
4 Sun Moon Woo was 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.
5 Mr Soo Cheol Shin is 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.
Key Management Personnel
Mr P R Murray
Mr R J Benussi
Mr C W Guy
Mr P Thapliyal
total
Balance
1 July
2010
980,000
-
-
7,913,680
8,893,680
received as
remuneration
options
exercised1
Net
change
other2
Balance
30 June
2011
-
-
-
-
-
-
-
500,000
(300,000)
1,000,000
(441,735)
980,000
200,000
558,265
-
3,813,400
11,727,080
1,500,000
3,071,665
13,465,345
1 Amount paid per share $0.23 (500,000 shares) and $0.26 (500,000 shares).
2 Net change other refers to shares purchased or sold during the financial year.
Note:
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.
JUPITER MINES LIMITED Annual Report 2012
57
Notes to the Financial Statements
Note 6: Auditors’ Remuneration
Audit and review of the financial statements
—
—
Auditors of Jupiter Mines Limited
Auditors of subsidiary entities
remuneration for audit and review of financial statements
Other services
—
Taxation and other services
total other service remuneration
total auditor’s remuneration
Note 7: Dividends
consolidated Group
2012
$
2011
$
112,698
6,971
119,669
32,142
32,142
94,000
4,883
98,883
21,500
21,500
151,811
120,383
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
(13,250,382)
(2,158,963)
Losses used to calculate basic EPS and dilutive EPS
(13,250,382)
(2,158,963)
(b) Weighted average number of ordinary shares outstanding during
No.
No.
the year used in calculating basic ePs and dilutive ePs
1,807,834,969
1,228,289,021
Options are not included in the calculation, and could potentially dilute basic earnings per share in the future
should they be exercised.
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.
Refer to Note 28 for details of shares issued after the reporting date.
Note 9: Current Assets – Cash and cash equivalents
Cash at bank and in hand
Short-term bank deposits
1,912,390
14,756,759
63,092,029
125,180,207
65,004,419
139,936,966
The effective interest rate on short-term bank deposits was 5.38%; the term of deposits range between 30 and 90
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
65,004,419
139,936,966
65,004,419
139,936,966
58
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
Note 10: Current Assets – Trade and other receivables
CURRENT
GST receivables
Sundry debtors
consolidated Group
Note
2012
$
2011
$
1,282,412
1,072,008
434,754
864,124
2,354,420
1,298,878
-
-
-
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 29.
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.
Note 11: Current Assets - Financial assets
Available-for-sale financial assets comprise:
Listed investments, at fair value
— shares and options in listed corporations
Total available-for-sale financial assets
2,451,585
6,255,569
2,451,585
6,255,569
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 $3,803,984 for the
2012 financial year. This loss is made up of $3,366,577 that has been expensed and $437,407 that has been taken from
the Financial Assets Reserve. For the 2011 financial year there was a net loss of $2,639,866.
Note 12: Controlled entities
Controlled entities consolidated
Parent Entity:
- Jupiter Mines Limited
Subsidiaries of Jupiter Mines Limited:
- Future Resources Australia Limited
- Central Yilgarn Pty Limited
- Broadgold Pty Limited
country
of
incorporation
Note
Percentage owned (%)*
2012
2011
Australia
Australia
Australia
Australia
100
100
100
100
100
100
100
100
- Jupiter Kalahari Manganese Limited
(a)
Mauritius
* Percentage of voting power is in proportion to ownership
Principal Activities:
(a) During the year all Controlled Entities with the exception of Jupiter Kalahari Manganese Limited were dormant.
JUPITER MINES LIMITED Annual Report 2012
59
Notes to the Financial Statements
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
Net carrying value
consolidated Group
2012
$
2011
$
125,333
14,407
(46,121)
(14,407)
79,212
-
7,089,022
4,526,422
(916,967)
(258,123)
6,172,055
4,268,299
253,434
(63,214)
190,220
26,198
(5,758)
20,440
6,441,487
4,288,739
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:
Balance at 1 July 2010
Additions
Disposals
Impairment
Depreciation expense
Balance at 30 June 2011
Additions
Disposals
Impairment
Depreciation expense
Balance at 30 June 2012
Leasehold
improvements
Plant and
equipment
Furniture
and
Fittings
$
$
$
total
$
7,298
195,534
18,052
220,884
—
—
—
4,277,781
4,145
4,281,926
—
—
—
—
—
—
(7,298)
(205,016)
(1,757)
(214,071)
—
4,268,299
20,440
4,288,739
110,926
2,027,764
240,708
2,379,398
—
—
—
—
—
(73,341)
(10,492)
(83,833)
(31,714)
(50,667)
(60,436)
(142,817)
79,212
6,172,055
190,220
6,441,487
60
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
Note 14: Non-current assets - Intangible assets
Computer software
- At cost
- Accumulated amortisation
Net carrying value
Movements in carrying amounts
Balance at 1 July 2010
Additions
Amortisation expense
Balance at 30 June 2011
Additions
Amortisation expense
Balance at 30 June 2012
consolidated Group
2012
$
2011
$
335,591
169,354
(113,901)
(52,938)
221,690
116,416
total
$
94,999
67,380
(45,963)
116,416
170,860
(65,586)
221,690
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 is amortised over 3
years.
Note 15: Other assets
CURRENT
Prepayments
NON-CURRENT
Deposits
Loans
NOTE:
2,360,261
450,572
1,247,775
3,786,130
23,720,720
7,910,502
24,968,495
11,696,632
-
-
-
-
-
Loan notes: These loans have no fixed repayment date. $19,255,575 of loans are interest free, the remaining loans
accrue interest at South African Prime rate. These loans are offset by the long-term borrowings shown at Note 17
and are a result of the proportionate consolidation of the joint venture.
Related party receivables: For terms and conditions of related party receivables refer to note 29.
Fair value: Details’ regarding fair value is disclosed in note 30.
Foreign exchange and interest rate risk: Details’ regarding foreign exchange and interest rate risk exposure is
disclosed in note 30.
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.
JUPITER MINES LIMITED Annual Report 2012
61
Notes to the Financial Statements
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
— Mt Alfred
— Corunna Downs
— Yunndaga
— Oakover
Total exploration expenditure
Notes
consolidated Group
2012
$
2011
$
19,648,304
12,328,678
30,781,437
6,876,000
(103,703)
443,626
50,326,038
19,648,304
(a)
-
200,230
592,590
571,106
8,545,430
3,855,779
34,827,295
8,958,890
1,472,926
1,311,074
-
40,000
72,315
40,000
4,847,797
4,638,910
50,326,038
19,648,304
(b)
(a) Widgiemooltha project was sold during the financial year.
(b) Corunna Downs tenements were surrendered during the financial year.
Capitalised costs amounting to $64,389,847 (2011: $11,903,724) have been included in cash flows from investing
activities in the statement of cash flows of which $35,556,384 relates to the parent company and the balance of
$29,938,585 is included under mining reserves relating to Jupiter’s joint venture interest in Tshipi. The Group has
written-off exploration carrying costs of $103,703 as impaired assets during the year ended 30 June 2012 (2011:
$443,626) and is separately presented in the Statement of Comprehensive Income as impairment of exploration
interests.
62
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
NOTE 17: 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 method 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:
CURRENT ASSETS
Cash & cash equivalents
Trade and other receivables
Other current assets
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 borrowings
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Deferred tax liability
Long-term borrowings
Long-term provisions
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
consolidated Group
Note
30 June 2012
$
30 June 2011
$
15,561,951
13,135,196
1,370,646
2,190,906
338,774
-
19,123,503
13,473,970
(a)
374,633,122
341,511,875
3,019,242
1,292,829
56,633
-
439
3,035,361
377,708,997
345,840,504
396,832,500
359,314,474
3,390,976
-
621,505
476,444
3,390,976
1,097,949
90,092,871
19,259,312
4,146,831
113,499,014
116,889,990
89,955,370
-
32,958
89,955,370
91,086,277
NET INTEREST IN JOINT VENTURE
279,942,510
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
1,004,510
(503,851)
-
258
(1,921)
(912)
JUPITER MINES LIMITED Annual Report 2012
63
Notes to the Financial Statements
Note 17: interest in Joint Venture (continued)
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.
(a)
The mining reserve refers to the exploration and evaluation expenses currently being capitalised, which in 2012 was
$33,121,247. The balance of the mining reserve refers to the reserves and resources up until the acquisition of the
joint venture.
The net cash provided by operating activities was $578,020. The net cash used in investing activities was $34,350,957.
The net cash provided by financing activities was $36,199,692.
The Group’s share of capital commitments of the joint venture total $65,333,571.
Note 18: Current liabilities - Trade and other payable
CURRENT
Unsecured liabilities
Trade payables
Sundry payables and accrued expenses
consolidated Group
Note
2012
$
2011
$
3,422,841
1,586,250
5,009,091
1,694,785
921,060
2,615,845
Fair value: Due to the short term nature of these payables, their carrying value is assumed to approximate their fair
value.
Note 19: Current liability – Short-term borrowings
CURRENT
Loans
Bank credit cards
consolidated Group
Note
2012
$
2011
$
—
—
—
476,412
—
476,412
-
-
-
-
Fair Value and Credit Risk: due to the short term nature of these receivables, their carrying value is assumed to
approximate their fair value.
Financial Guarantees: the Group has provided no guarantees as at 30 June 2012.
Related party payables: for terms and conditions of related party receivables refer to Note 29.
Interest rate, foreign exchange and Liquidity Risk: for terms and conditions refer to Note 30.
64
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
Note 20: Current and non-current provisions
SHORT TERM PROVISIONS
Short-term employee benefits
Provision for onerous contracts
LONG TERM PROVISIONS
Rehabilitation provision
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
consolidated Group
2012
$
2011
$
Note
153,508
—
153,508
4,244,290
4,244,290
146,319
115,432
(108,243)
153,508
11,092
—
(11,092)
—
146,320
11,092
157,412
—
—
75,788
136,429
(65,898)
146,319
24,458
—
(13,366)
11,092
The provision for onerous contracts comprises certain obligations on operating leases relating to premises. For further
details regarding these commitments see Note 23.
JUPITER MINES LIMITED Annual Report 2012
65
Notes to the Financial Statements
Note 21: Issued capital
consolidated Group
Note
2012
$
2011
$
Paid up capital:
1,806,834,044 (2011: 1,823,290,836) fully paid ordinary shares
22(a)
450,792,571
456,510,087
450,792,571
456,510,087
(a) ordinary shares
At the beginning of reporting period
456,510,087
46,401,428
Shares issued/(cancelled) during the year, net of transaction
costs
156,752 shares bought back 4 November 2011
196,984 shares bought back 8 November 2011
446,264 shares bought back 10 November 2011
190,499 shares bought back 11 November 2011
133,545 shares bought back 14 November 2011
113,628 shares bought back 15 November 2011
813,144 shares bought back 17 November 2011
452,720 shares bought back 18 November 2011
191,540 shares bought back 21 November 2011
48,149 shares bought back 22 November 2011
304,837 shares bought back 24 November 2011
552,934 shares bought back 25 November 2011
328,491 shares bought back 28 November 2011
2,147,305 shares bought back 29 November 2011
2,400,000 shares bought back 30 November 2011
900,000 shares bought back 2 December 2011
1,700,000 shares bought back 5 December 2011
134,653 shares bought back 6 December 2011
2,786,662 shares bought back 7 December 2011
217,005 shares bought back 8 December 2011
(53,295)
(66,974)
(152,945)
(65,721)
(46,073)
(39,202)
(280,535)
(156,189)
(66,082)
(16,852)
(106,693)
(193,527)
(114,972)
(750,788)
(840,000)
(306,000)
(595,000)
(47,129)
(975,332)
(75,952)
3,861,680 shares bought back 9 December 2011
(1,310,636)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Shares issued during the previous period
Sub total
-
407,226,801
450,250,190
453,628,229
1,620,000 Options converted to shares during the period
542,381
2,881,858
At reporting date
450,792,571
456,510,087
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.
66
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
Note 21: issued capital (continued)
At the beginning of the reporting period
Shares issued/(cancelled) during the period
156,752 shares bought back 4 November 2011
196,984 shares bought back 8 November 2011
446,264 shares bought back 10 November 2011
190,499 shares bought back 11 November 2011
133,545 shares bought back 14 November 2011
113,628 shares bought back 15 November 2011
813,144 shares bought back 17 November 2011
452,720 shares bought back 18 November 2011
191,540 shares bought back 21 November 2011
48,149 shares bought back 22 November 2011
304,837 shares bought back 24 November 2011
552,934 shares bought back 25 November 2011
328,491 shares bought back 28 November 2011
2,147,305 shares bought back 29 November 2011
2,400,000 shares bought back 30 November 2011
900,000 shares bought back 2 December 2011
1,700,000 shares bought back 5 December 2011
134,653 shares bought back 6 December 2011
2,786,662 shares bought back 7 December 2011
217,005 shares bought back 8 December 2011
3,861,680 shares bought back 9 December 2011
Shares issued during the previous period
Sub total
Conversion of options
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
consolidated Group
2012
Number of
shares
2011
Number of
shares
1,823,290,744
369,786,471
(156,752)
(196,984)
(446,264)
(190,499)
(133,545)
(113,628)
(813,144)
(452,720)
(191,540)
(48,149)
(304,837)
(552,934)
(328,491)
(2,147,305)
(2,400,000)
(900,000)
(1,700,000)
(134,653)
(2,786,662)
(217,005)
(3,861,680)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
92
1,453,504,365
1,805,214,044
1,823,290,744
1,620,000
-
1,806,834,044
1,823,290,744
consolidated Group
2012
$
2011
$
-
-
-
-
-
527,158
-
(527,158)
-
-
JUPITER MINES LIMITED Annual Report 2012
67
Notes to the Financial Statements
Note 21: issued capital (continued)
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
consolidated Group
2012
Number of
options
2011
Number of
options
-
-
-
-
-
5,200,000
-
(5,200,000)
-
-
(c)
options
At 30 June 2012, there were no (30 June 2011: nil) unissued ordinary shares for which options were outstanding
(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.
Note 22: Reserves
Options reserve
Financial assets reserve
Foreign currency reserve
options issued:
6,700,000 (2011: 5,300,000)
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
Note
(a)
(c)
(d)
consolidated Group
2012
$
680,516
—
2011
$
670,400
437,407
(2,960,209)
(268,811)
(2,279,693)
838,996
22a
680,516
670,400
670,400
262,616
860,100
—
Options converted to ordinary shares during the year
(252,500)
(189,700)
Options lapsed/cancelled during the year
At reporting date
—
—
680,516
670,400
68
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
Note 22: reserves (continued)
At the beginning of the reporting period
2012
No
2011
No
5,300,000
6,900,000
Number of Options converted to ordinary shares during the period
(1,620,000)
(1,600,000)
Number of Options issued during the year
Number of options lapsed/cancelled during the period
At reporting date
(b) options
4,200,000
(1,180,000)
—
—
6,700,000
5,300,000
Directors, employees and consultant share option scheme expenses of $262,616 (2011: $nil) represents the
valuation of options granted. These were valued using the Black-Scholes pricing method.
At 30 June 2012, there were 6,700,000 (30 June 2011: 5,300,000) unissued ordinary shares for which options
were outstanding. These options will expire between 4 September 2012 and 11 April 2016 at exercise prices
ranging from $0.22 to $0.90 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
At the beginning of the reporting period
Foreign currency exchange differences on translating foreign controlled
operations
At reporting date
2012
$
2011
$
(268,811)
—
(2,691,398)
(268,811)
(2,960,209)
(268,811)
Foreign currency differences arising on the revaluation of Jupiter’s interest in Joint Venture and intercompany
loans denominated in currencies other than Australian Dollars.
Note 23: 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
consolidated Group
2012
$
2011
$
Note
802,325
433,847
2,539,334
1,594,656
3,341,659
2,028,503
JUPITER MINES LIMITED Annual Report 2012
69
Notes to the Financial Statements
Note 23: capital and Leasing commitments (continued)
NOTE:
(a)
This is made of up two leases: non-cancellable lease of 5 years however it can be subleased (with prior consent
of Lessor). Amounts include rent, outgoings and parking with 4% annual rent review increase. It does not
take into account reduced guarantees or returned deposits or incentives. Figures based on 12 Months (1-Jul-
12 to 30-Jun-13) and between 12 Months and 4 Years (1-Jul-13 to 30-May-16 which is the end of the lease);
non-cancellable lease of 4 years & 4 months. Amounts include rent and outgoings with 4% annual rent review
increase. It does not take into account reduced guarantees or returned deposits or incentives. Figures based
on 12 Months (1-Jul-12 to 30-Jun-13) and Between 12 Months and 4 Years (1-Jul-13 to 30-Jun-16 which is the
end of the lease). The expense recognised for the operating lease was $510,597 (2011: $344,037).
(b)
The property lease is non-cancellable for five-year, with rent payable monthly in advance.
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 $289,121 (2011: $119,568) and exploration expenditure of $87,839,133 (2011: $19,425,775) of
which $22,505,562 relates to the Parent Company.
Note 24: 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 $1,335,000
(2011: $750,769). Total utilised at reporting date was $1,248,511.
contingent Assets
No contingent assets exist as 30 June 2012 or 30 June 2011.
70
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
Note 25: 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. Any transactions between reportable segments have been offset for these purposes.
Proportionate consolidation of associates results
Operating results and share of assets and liabilities are proportionately consolidated for the purposes of internal reporting
and preparation of the financial statements.
(i) Segment performance
30 June 2012
Revenue¹
Depreciation and amortisation expense
Finance costs
Director and secretarial costs
cYiP – iron
ore
(Australia)
$
tshipi –
Manganese
(south Africa)
$
corporate
&
Unallocated
$
total
$
—
—
—
—
1,004,510
5,485,721
6,490,231
—
(30)
-
(208,403)
(208,403)
(20,444)
(20,474)
(275,383)
(275,383)
Impairment of exploration interests
(102,475)
(1,228)
—
(103,703)
Impairment of financial assets
Impairment of assets
Acquisition costs
Insurance costs
Legal and professional costs
Travel and entertaining costs
Occupancy costs
Consultancy fees
Administration expenses
Employee benefits expense
Foreign exchange loss
Share Option Expense
Other expenses
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(3,366,577)
(3,366,577)
(83,833)
(83,833)
—
—
(107,782)
(107,782)
(113,880)
(701,119)
(814,999)
—
—
(168,758)
(168,758)
(543,388)
(543,388)
(9,198)
(287,762)
(296,960)
—
(333,213)
(333,213)
(251,803)
(1,571,418)
(1,823,221)
(11,908,131)
— (11,908,131)
—
—
(262,616)
(262,616)
(132,904)
(132,904)
Net loss before tax from continuing
operations
¹ The majority of the segments revenue are from interest
(102,475)
(11,279,760)
(2,577,879)
(13,960,114)
JUPITER MINES LIMITED Annual Report 2012
71
Impairment of exploration interests
(388,438)
(55,188)
Notes to the Financial Statements
Note 25: segment reporting (continued)
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
¹ The majority of the segments revenue are from interest
(ii) Segment assets and liabilities
cYiP – iron
ore
(Australia)
$
tshipi –
Manganese
(south Africa)
$
corporate
&
Unallocated
$
total
$
831,654
2,643,868
3,475,522
—
(260,033)
(260,033)
(824)
—
—
—
(37,294)
—
—
—
—
—
(726,945)
(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)
—
(82,725)
(487,205)
(361,153)
(208,121)
(231,782)
(676,211)
(746,293)
(726,945)
(44,305)
—
(44,305)
(388,438)
11,403
(1,869,131)
(2,246,166)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
30 June 2012
Cash and cash equivalents
Trade and other receivables
Other current assets
Financial assets
cYiP – iron
ore
(Australia)
$
tshipi –
Manganese
(south Africa)
$
corporate
&
Unallocated
$
total
$
—
—
—
—
41,760,805
23,243,614
65,004,419
1,370,646
2,190,905
983,774
169,356
2,354,420
2,360,261
—
2,451,585
2,451,585
Property, plant and equipment
3,103,455
3,019,242
318,790
6,441,487
Intangible assets
Mining reserve
132,095
56,633
32,962
221,690
—
374,633,122
—
374,633,122
Other non current assets
157,000
23,720,720
1,090,775
24,968,495
Exploration and evaluation assets
50,326,038
—
—
50,326,038
total assets
53,718,588
446,752,073
28,290,856
528,761,517
Trade and other payables
1,756,580
3,252,511
Short term provisions
Long term borrowings
Long term provisions
Deferred tax liabilities
total liabilities
93,967
59,541
—
19,259,312
157,000
4,087,290
—
90,092,871
2,007,547
116,751,525
—
—
—
—
—
—
5,009,091
153,508
19,259,312
4,244,290
90,092,871
118,759,072
72
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
Note 25: segment reporting (continued)
30 June 2011
Cash and cash equivalents
Trade and other receivables
Other current assets
Financial assets
cYiP – iron
ore
(Australia)
$
tshipi –
Manganese
(south Africa)
$
corporate
&
Unallocated
$
total
$
—
—
—
—
58,400,671
81,536,295
139,936,966
338,774
—
—
960,104
450,572
1,298,878
450,572
6,255,569
6,255,569
Property, plant and equipment
2,909,093
1,292,829
86,818
4,288,740
Intangible assets
Mining reserve
115,977
439
—
341,511,875
—
—
116,416
341,511,875
Other non current assets
263,000
10,945,863
487,769
11,696,632
Exploration and evaluation assets
19,648,305
—
—
19,648,305
total assets
Trade and other payables
Short term borrowings
Short term provisions
Deferred tax liabilities
total liabilities
22,936,375
412,490,451
89,777,127
525,203,953
1,987,240
—
124,453
628,605
476,412
32,958
—
89,955,370
2,111,693
91,093,345
—
—
—
—
—
2,615,845
476,412
157,411
89,955,370
93,205,038
JUPITER MINES LIMITED Annual Report 2012
73
Notes to the Financial Statements
Note 25: segment reporting (continued)
(iii) Segment cashflows
30 June 2012
Net cash provided by/(used in) operating
activities
Net cash provided by/(used in) investing
activities
Net cash provided by/(used in) financing
activities
cYiP – iron
ore
(Australia)
$
tshipi –
Manganese
(south Africa)
$
corporate
&
Unallocated
$
total
$
515,711
2,842,244
3,056,867
6,414,822
(35,556,384)
(34,558,604)
(215,915)
(70,330,903)
-
1,296,226
(5,879,898)
(4,583,672)
Net increase/(decrease) in cash held
(35,040,673)
(30,420,134)
(3,038,946)
(68,499,753)
Cash and cash equivalents at beginning of
financial year
Effects of exchange rates on cash
holdings in foreign currencies
cash and cash equivalents at end of
financial year
(15,181,934)
(9,307,874)
164,426,775
(139,936,967)
-
(6,432,795)
-
(6,432,795)
(50,222,607)
(46,160,803)
161,387,829
65,004,419
30 June 2011
Net cash provided by/(used in) operating
activities
Net cash provided by/(used in) investing
activities
Net cash provided by/(used in) financing
activities
cYiP – iron
ore
(Australia)
$
tshipi –
Manganese
(south Africa)
$
corporate
&
Unallocated
$
total
$
(4,494,667)
189,232
1,811,728
(2,493,708)
(10,687,267)
(17,175,115)
612,826
(27,249,556)
-
8,706,098
154,364,199
163,070,297
Net increase/(decrease) in cash held
(15,181,934)
(8,279,785)
156,788,753
133,327,034
Cash and cash equivalents at beginning of
financial year
Effects of exchange rates on cash
holdings in foreign currencies
cash and cash equivalents at end of
financial year
-
-
-
6,769,167
6,769,167
(159,234)
-
(159,234)
(15,181,934)
(8,439,019)
163,557,920
139,936,967
74
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
Note 26: 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
Loss 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 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
(b) credit standby Arrangements with Banks
Credit facility
Amount utilised
Unused credit facility
The major facilities are summarised as follows:
Bank credit cards:
consolidated Group
2012
$
2011
$
(13,250,382)
(2,158,963)
208,403
83,833
262,616
103,703
3,366,577
11,908,131
—
260,033
—
—
443,626
—
744,034
(16,622)
(2,103,650)
(612,492)
(935,542)
(579,502)
2,393,246
(476,922)
137,501
(121,107)
4,240,386
24,207
6,414,822
(2,493,708)
—
—
—
—
—
—
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.
JUPITER MINES LIMITED Annual Report 2012
75
Notes to the Financial Statements
Note 27: Share-Based Payments
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 2012 are as follows, whereby all options are settled by
physical delivery of shares:
Grant Date
16 August 2007
16 August 2007
16 August 2007
No. of
options
800,000
600,000
600,000
Vesting Date
Vesting conditions
expiry Date
16 Aug 2007
Continuation of service
4 Sep 2012
16 Aug 2007
Continuation of service
4 Sep 2012
16 Aug 2007
Continuation of service
4 Sep 2012
6 November 2010
500,000
6 Nov 2010
Continuation of service
6 Nov 2012
6 November 2011
500,000
6 Nov 2011
Continuation of service
6 Nov 2013
14 March 2012
1,233,334
11 Apr 2013
Continuation of service
11 Apr 2016
14 March 2012
1,233,333
11 Apr 2014
Continuation of service
11 Apr 2016
14 March 2012
1,233,333
11 Apr 2015
Continuation of service
11 Apr 2016
exercise
Price
$0.25
$0.30
$0.35
$0.19
$0.22
$0.70
$0.80
$0.90
total
6,700,000
consolidated Group
2012
2011
Number
of
options
5,300,000
4,200,000
—
—
(1,620,000)
(1,180,000)
6,700,000
3,000,000
Weighted
Average
exercise
Price $
Number of
options
Weighted
Average
exercise
Price $
0.28
0.73
—
—
0.23
0.33
0.56
0.56
6,900,000
0.26
—
—
—
(1,600,000)
—
5,300,000
5,300,000
—
—
—
0.25
—
0.28
0.28
Outstanding at the beginning of the period
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 2012 was $0.16.
The options outstanding at 30 June 2012 have an exercise price of $0.56 a weighted average contractual life of 2.55
years.
During the financial year, 1,620,000 options were exercised (2011: 1,600,000).
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.
76
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
Note 27: share-Based Payments (continued)
tranche
1
2
3
4
expiry
Date
11 Apr
2016
11 Apr
2016
11 Apr
2016
6 Nov
2013
Fair
Value per
option $
exercise
Price
$
Price of
shares on
Grant
$
estimated
Volatility
risk
Free
interest
Dividend
Yield
0.162
0.70
0.156
0.80
0.152
0.90
0.217
0.22
0.26
0.26
0.26
0.28
106.69
5.7%
106.69
5.7%
106.69
5.7%
120.02
5.7%
-
-
-
-
Grant
Date
21 Dec
2011
21 Dec
2011
21 Dec
2011
11 Aug
2010
Vesting
Period
11 Apr 2013
11 Apr 2014
11 April 2015
Immediately
In total, $262,616 (2011: $nil) of employee remuneration expense (all of which related to equity-settled share-based
payment transactions) has been included in the profit and loss for 2012 and credited to share option reserve.
The expected volatility is based on the historic volatility of the Company (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 28: Events After the Reporting Date
On 19 July 2012 the Company announced that it would raise up to approximately $125 million to support the development
of its manganese and iron ore assets in South Africa and Australia.
The Capital Raising was completed in two tranches:
1. $40 million private placement
• No shareholder approval required
• Under 15% placement allowance
•
250,000,000 shares issued at $0.16
2. Up to $85 million rights issue
•
5 for 19 ratio
• Non-renounceable
• Shortfall facility
• Not underwritten
•
Total take up of rights came to $36 million was raised and 225,001,339 shares
• Shortfall shares remaining are 316,271,853 which may be placed within 3 months of the closing date of
the offer
These financial statements were authorised for issue on 21 September 2012 by Director Brian Gilbertson.
JUPITER MINES LIMITED Annual Report 2012
77
Notes to the Financial Statements
Note 29: Related Party Transactions
consolidated Group
2012
$
2011
$
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:
(a)
Key Management Personnel
Consulting fees paid to Intrepid Concepts Pty Ltd, a company in which Mr R J
Benussi has a beneficial interest.
111,237
237,500
Consulting fees paid to Condorex Limited, a company in which Mr Andrew Bell
has a beneficial interest.
50,465
53,774
Consulting fees paid to PHM Securities Pty Ltd, a company in which Mr P R
Murray has a beneficial interest.
55,614
55,917
Expenses reimbursed to Pallinghurst Advisors LLP (or its group companies), a
United Kingdom Limited Liability Partnership in with Mr B Gilbertson and Mr P
Thapliyal have a beneficial interest.
Payment of outstanding balance to Pallinghurst Steel Feed (Dutch) B.V., a
company of which Mr P Thapliyal is also a Director.
A payable to Pallinghurst Steel Feed (Dutch) B.V., a company of which Mr P
Thapliyal is also a Director.
Loan receivable from Tshipi
Loan payable to Tshipi
517,293
185,148
42,500
128,833
—
47,500
23,720,719
7,910,502
19,259,312
476,412
These loans have no fixed repayment date. These loans are offset by each other and are a result of the proportionate
consolidation of the joint venture. The balancing figure represents the interest-bearing portion of the loan.
Note 30: 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
Long-term borrowings
78
JUPITER MINES LIMITED Annual Report 2012
consolidated Group
2012
$
2011
$
65,004,419
139,936,966
2,354,420
2,451,585
1,298,878
6,255,569
24,968,495
11,696,632
94,778,919
159,188,045
5,009,091
2,615,845
-
476,412
19,259,312
-
24,268,403
3,092,257
Notes to the Financial Statements
Note 30: Financial instruments (continued)
Financial risk Management Policies
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.
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;
- monitoring undrawn credit facilities;
-
obtaining funding from a variety of sources;
- 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
JUPITER MINES LIMITED Annual Report 2012
79
Notes to the Financial Statements
Note 30: Financial instruments (continued)
Within 1 Year
1 to 5 Years
over 5 Years
total
2012
2011
2012
2011
2012
2011
2012
2011
consolidated Group
Financial liabilities due for
payment
Short term borrowings
Long term borrowings
—
—
476,412
—
— 19,259,312
Trade and other payables
5,009,091
2,615,845
—
Total expected outflows
5,009,091
3,092,257
19,259,312
Financial assets — cash
flows realisable
Cash and cash equivalents
65,004,419
139,936,966
Trade and other receivables
2,354,420
1,298,878
Available for sale financial
assets
2,451,585
6,255,569
—
—
—
—
—
—
—
—
—
—
Other non-current assets
—
— 24,968,495 11,696,632
Total anticipated inflows
69,810,424
147,941,985
24,968,495 11,696,632
Net (outflow)/inflow on
financial instruments
(c) Market risk
64,801,333
144,849,728
5,709,183 11,696,632
—
—
—
—
—
—
—
—
—
—
—
—
476,412
— 19,259,312
-
— 5,009,091
2,615,845
— 24,268,403
3,092,257
— 65,004,419 139,936,966
— 2,354,420
1,298,878
— 2,451,585
6,255,569
— 24,968,495
11,696,632
— 94,778,919 159,638,617
— 70,510,516 156,546,360
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).
(i) 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
Long Term Borrowings
30 June 2012
$
30 June 2011
$
65,004,419
24,968,495
89,972,914
-
19,259,312
19,259,312
139,936,966
8,514,497
148,451,463
476,412
476,412
The Group is also exposed to earnings volatility on floating rate instruments.
80
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
Note 30: Financial instruments (continued)
(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.
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
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
(iii) Other Price Risk
30 June 2012
$
ZAr
total $
23,243,614
983,774
2,451,585
1,247,775
27,963,748
1,756,580
-
1,756,580
41,760,805
1,370,646
-
23,720,720
66,852,171
3,252,511
-
3,252,511
65,004,419
2,354,420
2,451,585
24,968,495
94,815,919
5,009,091
-
5,009,091
30 June 2011
$
ZAr
total $
81,620,186
960,104
450,572
6,255,569
750,769
90,037,200
1,987,240
—
1,987,240
58,316,780
338,774
—
—
10,934,696
69,590,250
628,605
476,412
1,105,017
139,936,966
1,298,878
450,572
6,255,569
11,685,465
159,627,450
2,615,845
476,412
3,092,257
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.
JUPITER MINES LIMITED Annual Report 2012
81
Notes to the Financial Statements
—
—
—
—
—
—
—
—
r
e
h
t
o
y
t
i
u
q
e
$
—
—
5
6
0
,
7
3
1
0
8
0
,
6
7
1
4
,
8
9
9
5
7
3
,
,
2
—
9
9
7
,
1
2
3
2
4
9
0
1
0
,
,
7
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
$
g
n
i
y
r
r
a
c
t
n
u
o
m
A
$
2
1
0
2
e
n
u
J
0
3
s
t
e
s
s
A
l
i
a
c
n
a
n
F
i
—
—
)
5
6
0
,
7
3
1
(
)
0
8
0
,
6
7
1
4
,
(
)
8
9
9
5
7
3
,
,
2
(
—
)
9
9
7
1
2
3
,
(
)
2
4
9
,
0
1
0
7
(
,
—
—
—
—
—
—
—
—
—
—
—
2
0
5
,
2
3
4
8
4
,
2
1
—
—
6
8
9
,
4
4
—
—
—
—
—
—
—
—
)
2
0
5
,
2
3
(
9
1
4
,
4
0
0
,
5
6
—
—
—
0
2
4
,
4
5
3
,
2
1
6
2
,
0
6
3
,
2
5
8
5
,
1
5
4
,
2
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
l
s
t
n
e
a
v
u
q
e
i
h
s
a
c
d
n
a
h
s
a
C
l
s
e
b
a
v
e
c
e
R
i
)
4
8
4
,
2
1
(
5
9
4
,
8
6
9
,
4
2
s
t
e
s
s
A
t
n
e
r
r
u
C
-
n
o
N
r
e
h
t
O
—
—
)
6
8
9
,
4
4
(
—
1
9
0
,
9
0
0
,
5
l
s
e
b
a
y
a
p
r
e
h
t
o
d
n
a
e
d
a
r
T
i
s
g
n
w
o
r
r
o
B
m
r
e
T
t
r
o
h
S
)
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
%
0
1
+
%
0
1
-
s
p
b
0
5
+
s
p
b
0
5
-
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
i
n
g
e
r
o
f
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
.
k
s
i
r
e
g
n
a
h
c
x
e
n
g
e
r
o
f
i
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
)
d
e
u
n
i
t
n
o
c
(
s
t
n
e
m
u
r
t
s
n
i
l
i
a
c
n
a
n
F
i
:
0
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
82
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
l
a
t
o
t
g
n
i
r
a
e
B
t
s
e
r
e
t
n
i
-
n
o
N
s
r
a
e
Y
5
r
e
v
o
s
r
a
e
Y
5
o
t
1
r
a
e
Y
n
i
h
t
i
W
e
t
a
r
t
s
e
r
e
t
n
i
g
n
i
t
a
o
F
l
i
r
e
A
W
2
1
0
2
$
1
1
0
2
$
2
1
0
2
$
1
1
0
2
$
2
1
0
2
$
1
1
0
2
$
2
1
0
2
$
1
1
0
2
$
2
1
0
2
$
1
1
0
2
$
2
1
0
2
$
1
1
0
2
%
2
1
0
2
%
:
s
t
e
s
s
A
l
i
a
c
n
a
n
F
i
)
d
e
u
n
i
t
n
o
c
(
s
t
n
e
m
u
r
t
s
n
i
l
i
a
c
n
a
n
F
i
:
0
3
e
t
o
N
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
9
1
4
,
4
0
0
,
5
6
-
-
0
2
4
,
4
5
3
,
2
8
7
8
,
8
9
2
,
1
0
2
4
,
4
5
3
,
2
5
8
5
,
1
5
4
,
2
9
6
5
,
5
5
2
,
6
5
8
5
,
1
5
4
,
2
5
9
4
,
8
6
9
,
4
2
8
6
9
,
0
7
1
,
3
9
1
7
,
0
2
7
,
3
2
9
1
9
,
8
7
7
,
4
9
5
1
4
,
5
2
7
,
0
1
4
2
7
,
6
0
4
,
8
2
-
-
-
1
9
0
,
9
0
0
,
5
5
4
8
,
5
1
6
,
2
1
9
0
,
9
0
0
,
5
1
9
0
,
9
0
0
,
5
5
4
8
,
5
1
6
,
2
1
9
0
,
9
0
0
,
5
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7
0
2
,
0
8
1
,
5
2
1
8
2
1
,
6
8
8
,
3
5
9
5
7
,
6
5
7
,
4
1
1
9
2
,
8
1
1
,
1
1
6
8
5
.
8
3
5
.
s
t
i
s
o
p
e
d
d
n
a
h
s
a
C
-
-
-
-
-
-
-
-
-
-
—
—
—
—
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
7
9
4
,
4
1
5
,
8
6
7
7
,
7
4
2
,
1
3
9
.
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
2
1
,
6
8
8
,
3
5
6
5
2
,
1
7
2
,
3
2
7
6
0
,
6
6
3
,
2
1
-
-
s
t
e
s
s
A
l
i
a
c
n
a
n
F
i
l
a
t
o
t
-
-
-
-
-
-
-
3
4
9
,
4
7
4
3
4
9
,
4
7
4
-
-
-
6
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
:
s
e
i
t
i
l
i
b
a
L
i
l
i
a
c
n
a
n
F
i
-
-
-
-
e
t
a
R
t
s
e
r
e
t
n
I
e
v
i
t
c
e
f
f
E
e
g
a
r
e
v
A
d
e
t
h
g
e
W
=
R
E
A
W
I
i
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
i
s
g
n
w
o
r
r
o
B
m
r
e
T
t
r
o
h
S
JUPITER MINES LIMITED Annual Report 2012
83
Notes to the Financial Statements
Note 30: Financial instruments (continued)
(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)
2012
2012
carrying
Amount
Net Fair
Value
carrying
Amount
Net Fair
Value
65,004,419
65,004,419
139,936,966
139,936,966
Trade and other receivables (i)
2,354,420
2,354,420
Available for sale financial assets (ii)
2,451,585
2,451,585
1,298,878
6,255,569
1,298,878
6,255,569
Other Non-Current Assets
24,968,495
24,968,495
11,696,632
11,696,632
94,778,919
94,778,919
159,638,617
159,638,617
Financial Liabilities
Trade and other payables (i)
5,009,091
5,009,091
2,615,845
2,615,845
Short Term Borrowings
-
-
476,412
476,412
5,009,091
5,009,091
3,092,257
3,092,257
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.
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 2012
Financial Assets
Available for sale financial assets:
Level 1
$
Level 2
$
Level 3
$
total
$
2,451,585
2,451,585
-
-
-
-
2,451,585
2,451,585
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.
84
JUPITER MINES LIMITED Annual Report 2012
Notes to the Financial Statements
Note 31: Parent company information
Assets
Current Assets
Non-Current Assets
TOTAL ASSETS
LiABiLities
Current Liabilities
Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
eQUitY
Contributed equity
Option premium reserve
Financial asset reserve
Accumulated losses
TOTAL EQUITY
FiNANciAL PerForMANce
Loss for the year
Other comprehensive income
TOTAL COMPREHENSIVE LOSS
contingent Liability
Refer to Note 24.
contractual commitments
consolidated Group
2012
$
2011
$
24,271,557
82,946,971
402,421,625
351,622,741
426,693,182
434,569,712
1,850,548
2,100,569
-
11,092
1,850,548
2,111,661
424,842,634
432,458,051
450,792,571
456,510,087
680,516
-
670,400
437,407
(26,630,453)
(25,159,843)
424,842,634
432,458,051
(1,571,895)
(1,968,638)
(437,407)
(2,639,866)
(2,009,302)
(4,608,504)
As at 30 June 2012 the parent company had exploration contractual commitments of $22,505,562 refer to Note 23.
Note 32: Company Details
The registered office and principle place of business of Jupiter is:
Jupiter Mines Limited
Level 42
108 St Georges Terrace
Perth WA 6000
JUPITER MINES LIMITED Annual Report 2012
85
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 2012 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 2012.
Signed on behalf of the Board of Directors
Brian P Gilbertson
Perth
21 September 2012
86
JUPITER MINES LIMITED Annual Report 2012
Independent Audit Report
JUPITER MINES LIMITED Annual Report 2012
87
Independent Audit Report
88
JUPITER MINES LIMITED Annual Report 2012
Independent Audit Report
JUPITER MINES LIMITED Annual Report 2012
89
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 18 September 2012.
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
Pallinghurst Steel Feed (Dutch) B V
POSCO Australia GP Pty Ltd
National Nominees Limited
Investec Bank Limited
EMG Jupiter L.P
HJM Jupiter L.P
FRK Jupiter L.P
POSCO Australia Pty Ltd
Number of fully paid
ordinary shares
%
380,236,843
323,461,584
318,649,466
275,836,647
246,674,875
141,170,747
141,170,746
66,249,191
16.66
14.18
13.96
12.09
10.81
6.19
6.19
2.90
Number of security holders and securities on issue
Quoted equity securities
Jupiter has issued 2,281,835,383 fully paid ordinary shares and these are held by 2,296 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
Fully paid ordinary shares
Holders
shares
%
86
415
446
870
216
263
2,296
32,713
1,351,241
3,791,554
22,190,046
17,032,904
2,237,436,925
2,281,835,383
0.00
0.06
0.17
0.97
0.75
98.05
100.00
Unmarketable parcel of shares
The number of shareholders holding less than a marketable parcel of ordinary shares is 261.
on market buy-back
An on-market buy-back was announced on 17 October 2011. A total of 18,076,792 shares were bought back for
$6,259,897. The buy-back was cancelled on 19 July 2012.
90
JUPITER MINES LIMITED Annual Report 2012
Additional Information for Listed Companies
twenty largest shareholders
Details of the 20 largest shareholders by registered shareholding are:
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Name
Pallinghurst Steel Feed (Dutch) B V
POSCO Australia GP Pty Ltd
National Nominees Limited
Investec Bank Limited
EMG Jupiter L.P
Citicorp Nominees Pty Limited (HJM Jupiter L.P)
FRK Jupiter L.P
Red Rock Resources PLC
POSCO Australia Pty Ltd
J P Morgan Nominees Australia Limited
Pallinghurst EMG African Queen L.P
Hancock Prospecting Pty Ltd
Mr Priyank Thapliyal
HSBC Custody Nominees (Australia) Limited
BNP Paribas Noms Pty Ltd
AMP Life Limited
Gaffwick Pty Limited
Mr Anthony John Watson
UBS Nominees Pty Ltd
Foster Stockbroking Nominees Pty Ltd
total
No. of shares
%
380,236,843
323,461,584
320,619,192
275,836,647
246,674,875
148,677,311
141,170,746
74,192,997
66,249,191
44,454,862
42,857,143
23,452,219
13,916,312
10,246,447
9,296,186
6,904,187
5,714,285
5,000,000
4,537,998
4,125,219
16.66%
14.18%
14.05%
12.09%
10.81%
6.52%
6.19%
3.25%
2.90%
1.95%
1.88%
1.03%
0.61%
0.45%
0.41%
0.30%
0.25%
0.22%
0.20%
0.18%
2,147,624,244
94.12%
JUPITER MINES LIMITED Annual Report 2012
91
Notes
92
JUPITER MINES LIMITED Annual Report 2012
Jupiter Mines Limited
www.jupitermines.com