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20
1 9A N N U A L R E P O R T
CORPORATE DIRECTORY
Australian Business Number
51 105 991 740
Directors
Brian Gilbertson
Non-executive Chairman; Non-independent
Paul Murray
Non-executive Director; Independent
Andrew Bell
Non-executive Director; Independent
Yeongjin Heo
Non-executive Director; Non-independent
Priyank Thapliyal
Executive Director
Melissa North
Executive Director
Executives
Priyank Thapliyal
Chief Executive Officer
Melissa North
Finance Director and Company Secretary
Principal and Registered Office
Level 10
16 St Georges Terrace
Perth WA 6000
Telephone:
Facsimile:
Email:
(08) 9346 5500
(08) 9481 5933
info@jupitermines.com
Share Registry
Link Market Services Limited
QV1 Building
Level 12
250 St Georges Terrace
Perth WA 6000
Telephone:
Fax:
Email:
Website:
1300 554 474
(02) 9287 0303
registrars@linkmarketservices.com.au
www.linkmarketservices.com.au
Auditors
Grant Thornton Audit Pty Ltd
Level 43
152-158 St Georges Terrace
Perth WA 6000
Telephone:
Facsimile:
Email:
Website:
(08) 9480 2000
(08) 9322 7787
info.wa@au.gt.com
www.grantthornton.com.au
CONTENTS
CHAIRMAN’S LETTER
OPERATING AND FINANCIAL REVIEW
Tshipi Borwa Manganese Mine
Tshipi Environmental, Social & Governance Report
Marketing and Manganese Market
Central Yilgarn Iron Ore Projects
MINERAL RESOURCES AND ORE RESERVES UPDATE
DIRECTORS’ REPORT
REMUNERATION REPORT
CORPORATE GOVERNANCE STATEMENT
ANNUAL FINANCIAL REPORT
STATEMENT OF CONSOLIDATED PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
STATEMENT OF CONSOLIDATED FINANCIAL POSITION
STATEMENT OF CONSOLIDATED CHANGES IN EQUITY
STATEMENT OF CONSOLIDATED CASH FLOWS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDITOR’S REPORT
ADDITIONAL INFORMATION FOR LISTED COMPANIES
GLOSSARY OF TERMS AND ABBREVIATIONS
2
3
3
4
8
8
9
17
22
29
40
41
42
43
44
45
72
73
77
80
1
ANNUAL REPORT 2019
CHAIRMAN’S LETTER
Dear Shareholders,
On behalf of the Board of Jupiter Mines, I am pleased to present the Annual Report for the financial year ending 28 February 2019.
I start by congratulating both the Jupiter and Tshipi management teams on an outstanding year. Jupiter successfully navigated its first full
year as an ASX listed company, and the Tshipi Borwa mine continued from strength to strength, achieving record sales of 3.5 million tonnes
of manganese ore. Tshipi paid out over ZAR 3 billion in dividends to its shareholders, and Jupiter in turn paid out $147 million, resulting in a
dividend yield of 22% on the year-end share price. These distributions equate to a 93% payout ratio, well above the Company’s indicated
70% dividend policy.
The iron ore market has strengthened recently, spurred by the drive towards higher grade iron ore feed in China and supply issues. Subsequent
to the year end, Jupiter announced a strategic review of its iron ore assets. The Board has always maintained that these assets have
significant intrinsic value, given especially their proximity to existing, and now potentially available, Esperance logistics and rail and port
infrastructure.
Sound governance remains high on the Board’s agenda. There was a large vote against the 2018 Remuneration Report and Director re-
elections at the July 2018 AGM. Over the year, Jupiter met with various investors and proxy advisors to understand their concerns, and I urge
you to read the 2019 Remuneration Report which addresses these in full. The Jupiter Board and executive team remuneration terms remain
unchanged, which we believe to be appropriate for our size and structure and which fully aligns with our high dividend payout policy.
Since our last Annual Report, we have welcomed two new directors onto the Jupiter Board. Ms Melissa North, who has been Jupiter’s Chief
Financial Officer since 2012, was appointed a director on 14 March 2019, recognising her large contribution to the affairs of the company.
Mr Yeongjin Heo was appointed in February 2019 as POSCO’s representative after Mr Sungwon Yoon’s resignation. I look forward to their
contributions to the Company’s progress in years to come.
Looking ahead, we shall continue to focus on the possible expansion of Tshipi, on possibly increasing Jupiter’s stake in Tshipi and on regional
consolidation and co-development opportunities within the Kalahari manganese field.
I again thank all shareholders for your continued support of Jupiter and look forward to further successes in the 2020 financial year.
Yours Faithfully,
Brian Gilbertson
Chairman
2
CHAIRMAN’S LETTER
JUPITER MINES LIMITED OPERATING AND FINANCIAL REVIEW
Jupiter Mines Limited (“Jupiter” or the “Company”) has an interest in
two areas: a 49.9% share in Tshipi é Ntle Manganese Mining Proprietary
Limited (“Tshipi”), which operates the Tshipi Borwa Manganese mine
(“Tshipi Borwa”) in South Africa; and in Australia, the Central Yilgarn
Iron Project (“CYIP”), which includes the Mount Ida Magnetite Project
(“Mount Ida”) and Mount Mason Hematite Project (“Mount Mason”).
TSHIPI BORWA MANGANESE MINE
The Tshipi Borwa mine is an open-pit manganese mine with an
integrated ore processing plant located in the Kalahari Manganese
Fields, in the Northern Cape Province of South Africa, which is the
largest manganese bearing geological formation in the world. Tshipi
remains the largest manganese mine in South Africa and one of the
five largest globally, with a long–life resource and low operating costs.
Figure 1. Tshipi Manganese Mine Location Map
During the year, Tshipi Borwa broke their export volume record when the team shipped 3,511,461 tonnes. Cost of production remained
steady, averaging USD2.27 per dmtu over the year, up from USD2.09 in FY2018. This was mainly due to the mechanics of increased
royalties as a result of the higher manganese price realised during FY2019. The Tshipi management team continue to monitor further cost
optimisation initiatives, as well as converting as much road to rail logistics as allowable within the Transnet network, over and above their
2.3 million tonne allocation.
Tshipi has consistently increased its production, with 3,448,523 tonnes produced in FY2019. Tshipi’s state of the art rail load-out facility can
ultimately accommodate 5 million tonnes per annum, and expansion plans are currently being evaluated.
Mined volume
Production
Sales
Average CIF price achieved (high grade lumpy)
Average cost of production
Average cost of production
Unit
Bcm
Tonnes
Tonnes
CIF, USD/dmtu
FOB, ZAR/dmtu
FOB, USD/dmtu
FY2019
11,234,344
3,448,523
3,511,461
6.41
30.66
2.27
FY2018
10,578,010
3,637,155
3,336,177
4.82
25.58
2.09
4
3.5
3
2.5
2
1.5
1
0.5
0
FY16
FY17
FY18
FY19
Figure 2: Tshipi Production and Sales since FY2016
Production (mt)
Sales (mt)
OPER ATING AND FINANCIAL REVIEW
3
ANNUAL REPORT 2019
With continued strong cash generation, Tshipi declared and paid dividends of ZAR3.215 billion for the FY2019.
Whilst Tshipi was served a Section 54 notice in August 2018, it was testament to the management team that it was lifted within a few days.
Tshipi continues to reassess where necessary any developments to their processes and operations. This also extends to the improvement of
the lost time injury rate which increased during the year. Please refer to the Tshipi Environmental, Social and Governance Report below for
further details.
TSHIPI ENVIRONMENTAL, SOCIAL & GOVERNANCE REPORT
Tshipi is committed to sustainable development and continual improvement to minimise the impact on the environment and providing
lasting benefits to the surrounding communities. Tshipi places strong emphasis on worker safety and its open-pit operations provides
inherent safety advantages.
Environment
Tshipi is committed to sound environmental management of its operations to ensure that it complies with regulatory requirements, including
adopting a comprehensive framework for managing air quality and hydrocarbons and for monitoring noise and water.
Water management
Tshipi Borwa is situated in a low rainfall, but high evaporation area and as such priority is given to reusing water. Tshipi Borwa has three
main catchment areas at the mine site; the open pit, the stormwater dam and the dirty water dam. Potable water is supplied by
Sedibeng Water.
Ground water seepage into the open pit from wall faces as well as rainwater during storm events is pumped into the dirty water dam. This
water is used for dust suppression on the roads and in the processing plant.
Priority is given to reusing dirty water, treated sewage effluent and stormwater collected within the dirty water dam for non-potable,
process water uses before abstraction of water from clean water sources.
Approximately 85% of potable water use is recycled into the dirty water dam.
Solid waste management
All waste is collected, sorted and temporarily stored on site. Contractors remove this waste from site for reuse or disposal at authorised
waste disposal facilities. As part of Tshipi’s Corporate Social Investment Program, ITSOSO, a local BEE company has been appointed a
contractor for the removal of all domestic waste.
Power generation
Tshipi Borwa currently runs independently of the national grid. The generator plant consists of six diesel driven generators designed to
operate in synchronisation with each other. Tshipi is in the process of connecting to the national grid with a new substation to be built. The
generator plant will then be used for back-up power. The connection to the national grid will decrease operating costs and limit the use of
diesel.
Agricultural land potential, Ecosystems & Biodiversity and Historical & Archaeological sites
The soil fertility at Tshipi Borwa is low and erodibility is high thereby limiting the agricultural potential of the land. Two protected species
(Camel Thorn and Grey Camel Thorn) are located at Tshipi Borwa and should any removal/relocation of these species be required, Tshipi
has the necessary permits in place. There are no historical and archaeological sites at Tshipi Borwa.
Safety
Tshipi Borwa is a surface, open-pit mine, which is one of the safest types of mining operations. Along with this inherent safety advantage,
Tshipi places emphasis on worker safety programmes and procedures and implements a comprehensive framework to mitigate risks,
including risk assessments, a “stop and fix” policy and “near miss” reporting. The below table shows an example the outcomes of the risk
assessment process and lists the key mining risks identified and control mitigations (not exhaustive).
4
OPER ATING AND FINANCIAL REVIEW
JUPITER MINES LIMITED SUMMARY OF KEY MINING RISK ASSESSMENTS
NUMBER ACTIVITY
KEY CONTROLS
1
2
3
Travelling with vehicles on access / haul roads
No pedestrian traffic
Properly designed roads
Set speed limits
Positioning of hauling equipment for loading
Set minimum clearance distances between equipment
Loading with an excavator
Warning signage
Positive radio communication
Traffic control
Use of Proximity Detection System ("PDS")
Excavator approved by Resident Engineer
No loading of large boulders
Set minimum clearance distances between equipment
Positive radio communication
Warning signage
4
Drilling activities
Drill rig approved by Resident Engineer
Set minimum clearance distances between equipment
5
Blasting activities
Positive radio communication
Warning signage
Active dust suppression
Blast signed off
Safe blasting radius set
Competent certified blasting ticket holders utilised
Positive radio communication
Warning signage
Limited contiguous activities
Evacuation procedures enforced
Properly supervised clearance procedure
Limited pit access
6
Feeding primary crusher
Equipment approved by Resident Engineer
Traffic control
Positive radio communication
Warning signage
Limited pedestrian traffic
Enforced speed limits
Dust suppression
7
8
Tipping material on top of RoM (“Run of Mine”) pad
Equipment approved by Resident Engineer
Dozing activities
Equipment approved by Resident Engineer
Use of PDS
Positive radio communication
Warning signage
Limited pedestrian traffic
Use of PDS
Positive radio communication
Warning signage
Traffic control
Limited pedestrian traffic
No operating in blind spots
To date, no fatality has occurred at Tshipi Borwa.
OPER ATING AND FINANCIAL REVIEW
5
ANNUAL REPORT 2019 The below graph shows Tshipi Borwa’s historical safety performance:
Tshipi Borwa’s Safety Performance
6
5
4
3
2
1
0
FY2013
FY2014
FY2015
FY2016
FY2017
FY2018
FY2019
LTIs1
LTIR2
TRIFR3
1 LTIs (Lost Time Injuries)
2 LTIR (Lost Time Injury Rate)
3 TRIFR (Total Recordable Injury Frequency Rate)
Six LTI’s occurred during the financial year ended 28 February 2019 (one in the financial year ended 28 February 2018). Tshipi’s management
have implemented corrective measures in order to reduce the number of LTI’s to a target of zero.
Health & Corporate Social Responsibility
Tshipi provides free onsite health screening and medical surveillance to all employees as well as HIV/AIDS testing and counselling and
monitoring of other chronic diseases. Human resource development is viewed as key to the long-term success of Tshipi. Some of the
initiatives that Tshipi provides is the sponsorship of adult basic training in the local communities and the provision of scholarships and
bursaries for students from the local communities to complete trade tests as well as tertiary education. Over 200 people are expected to
benefit from these programs in 2019.
Social Economic Development
Tshipi Borwa is situated in the Joe Morolong Local Municipality in the Northern Cape and contributes to the John Taolo Gaetsewe District
Municipality. Tshipi has constant formal and informal engagements with the surrounding communities to ensure that any concerns are
listened to and resolved.
Tshipi has undertaken several initiatives to improve the local communities, some of which are listed below:
A water infrastructure project which provides the Maphiniki Community with a sustainable water supply
A health care clinic in the Heuningvlei area within the Joe Morolong Municipality
Road projects
School development projects
These initiatives are ongoing and new projects are implemented to facilitate the development of the local communities.
6
OPER ATING AND FINANCIAL REVIEW
JUPITER MINES LIMITED FINANCIAL SUMMARY
Set out below is a summary of Tshipi’s audited Statement of Consolidated Profit or Loss and Statement of Financial Position:
ZAR’000
INCOME STATEMENT:
Revenue
Cost of goods sold
Gross margin
Other income
Administrative expenses
Impairment of property, plant and equipment / loss on derecognition
Other operating expenses
Operating profit
Finance income
Finance expenses
Profit before royalties and taxation
Royalties
Profit before taxation
Taxation
Profit after taxation
BALANCE SHEET:
Current assets
Royalties prepaid
Inventory
Trade and other receivables
Cash and cash equivalents
Contract fulfilment cost assets
Contract assets
Total current assets
Non-current assets
Property, plant and equipment
Mineral rights
Other financial assets
Total non-current assets
Total assets
Current liabilities
Tax payable
Royalties payable
Trade and other payables
Contract liabilities
Total current liabilities
Non-current liabilities
Decommissioning and rehabilitation provision
Deferred tax
Total non-current liabilities
Total liabilities
Equity
Share capital and share premium
Retained earnings
Contributed assets reserve
Total equity
Total equity and liabilities
Year Ended
28 February 2019
Year Ended
28 February 2018
10,147,867
(4,674,368)
5,473,499
6,818
(12,030)
(2,259)
(25,013)
5,441,015
307,361
(3,752)
5,744,624
(537,048)
5,207,576
(1,458,548)
3,749,028
-
309,275
1,028,017
543,124
52,869
167,828
2,101,113
2,240,181
183,957
30,714
2,454,852
4,555,965
55,780
4,588
411,832
52,869
525,069
43,470
585,699
629,169
1,154,238
321,359
2,963,407
116,961
3,401,727
4,555,965
7,140,808
(3,982,254)
3,158,554
6,531
(5,628)
(20,825)
(40,852)
3,097,780
34,771
(91,034)
3,041,517
(329,511)
2,712,006
(810,537)
1,901,469
6,087
382,153
882,016
209,562
-
-
1,479,818
2,179,741
189,104
24,972
2,393,817
3,873,635
7,372
-
385,382
-
392,754
45,797
567,234
613,031
1,005,785
321,359
2,429,530
116,961
2,867,850
3,873,635
OPER ATING AND FINANCIAL REVIEW
7
ANNUAL REPORT 2019 MARKETING & THE MANGANESE MARKET
Jupiter continued its operations in South Africa (“Jupiter SA”) as an agent marketing its 49.9% share of Tshipi manganese ore.
For the financial year to 28 February 2019, Jupiter SA recorded marketing fee income of $13,116,608 (2018: $10,048,724). A total of 1,736,049
tonnes were sold for the year, against a budget of 1,596,000 tonnes.
Whilst the manganese price softened slightly during the financial year, it remained robust at an average of USD6.00 per dmtu (37% FOB
Port Elizabeth).
FY18 average
USD4.69/dmtu
FY19 average
USD6.00/dmtu
u
t
m
d
/
D
S
U
9
8
7
6
5
4
3
2
1
0
6
1
0
2
n
a
J
6
1
0
2
b
e
F
6
1
0
2
r
a
M
6
1
0
2
r
p
A
6
1
0
2
y
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M
6
1
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2
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6
1
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6
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6
1
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6
1
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6
1
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6
1
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D
7
1
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7
1
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2
b
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F
7
1
0
2
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7
1
0
2
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p
A
7
1
0
2
y
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7
1
0
2
n
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J
7
1
0
2
l
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J
7
1
0
2
g
u
A
7
1
0
2
p
e
S
7
1
0
2
t
c
O
7
1
0
2
v
o
N
7
1
0
2
c
e
D
8
1
0
2
n
a
J
8
1
0
2
b
e
F
8
1
0
2
r
a
M
8
1
0
2
r
p
A
8
1
0
2
y
a
M
8
1
0
2
n
u
J
8
1
0
2
l
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8
1
0
2
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u
A
8
1
0
2
p
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S
8
1
0
2
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c
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8
1
0
2
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o
N
8
1
0
2
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e
D
9
1
0
2
n
a
J
9
1
0
2
b
e
F
9
1
0
2
r
a
M
Source: Pricing data sourced from Metal Bulletin
Figure 3: Manganese prices 2016 to March 2019 – 37% FOB Port Elizabeth
South Africa remains the leading manganese suppliers to the seaborne market and accounts for over 35% of global production excluding
China. An increase in demand over the year can be attributed to changes in Chinese environmental restrictions which increased
manganese imports.
CENTRAL YILGARN IRON PROJECTS
The Central Yilgarn Iron Project is located 130km by road northwest of the
town of Menzies. The CYIP consists of the long-life Mount Ida Magnetite
project and the smaller Mount Mason Hematite DSO project. Both projects
are planned around existing infrastructure in the region, including the Leonora
to Esperance railway line, and the Port of Esperance.
The flagship Mount Ida Magnetite Project has the high quality JORC mineral
resources to be a tier one long-life magnetite mine.
The Mount Mason high-grade hematite mineralisation is located
approximately 12km northwest of the Mount Ida Magnetite Project. It has the
potential to be a low–cost start-up, near term project with a short payback
period.
Both projects remained on care and maintenance with no work being
undertaken during the financial year.
The assets hold great value, particularly in the current iron ore market and
with regional infrastructure availability. The advanced nature of these
projects, their proximity to established and available infrastructure and the
size and quality of the mineral resources provides an attractive opportunity
to commence both high-grade DSO hematite and magnetite concentrate
production.
Jupiter again commissioned an independent valuation of its Central Yilgarn
iron ore assets in line with valuation and accounting standards for the financial
year. The valuation recommended the Mount Ida Magnetite Project to be valued at between $4 million and $16 million, and the Mount Mason
DSO Hematite Project valued at between $0.3 million and $1.2 million. Given the positive movements in the iron ore market, it was resolved to
reverse prior year impairments of $1,177,243. These amounts have been recognised in the Statement of Profit or Loss and Other Comprehensive
Income. Further information is provided at Note 13 of the financial statements.
Figure 4: CYIP Project Location Map
8
OPER ATING AND FINANCIAL REVIEW
JUPITER MINES LIMITED
MINERAL RESOURCES AND ORE
RESERVES UPDATE
Jupiter reports mineral resources and ore reserves in accordance with the 2012 edition of the Australasian Code for Reporting Exploration
Results, Mineral Resources and Ore Reserves (the JORC Code) as required by Chapter 5 of the ASX Listing Rules.
TSHIPI MINERAL RESOURCES AND ORE RESERVES
Tshipi is a long mine life and a large JORC Mineral Resource Position. The following tables show the mineral resources and ore reserves of
the Tshipi Mine in accordance with the JORC Code (2012) as at 28 February 2019, and comparison to previous year.
Mineral Resource Estimation
Current Mineral Resource Estimate:
Zone
Tonnes
Mn (%)
Fe (%)
SG (t/m3)
Thickness(m)
Category
Measured
Indicated
Inferred
X
Y
Z
M
C
N
Supergene
Sub-Total
X
Y
Z
M
C
N
Sub-Total
X
Y
Z
M
C
N
17 903 000
8 013 000
7 976 000
15 306 000
28 235 000
13 133 000
1 745 000
92 314 000
31 918 000
7 019 000
14 416 000
17 263 000
30 350 000
11 071 000
112 039 000
53 829 000
25 170 000
20 963 000
49 600 000
51 224 000
26 508 000
32.03
22.28
32.66
38.28
36.58
35.48
36.30
34.24
31.47
23.28
31.80
37.52
36.62
35.02
33.68
30.72
25.81
31.40
34.14
35.40
34.41
32.47
33.16
4.85
5.74
5.91
4.72
3.70
5.02
4.71
4.67
5.05
5.37
6.40
5.13
3.72
5.46
4.93
5.33
5.14
5.67
5.06
4.13
5.41
5.02
4.92
3.54
3.30
3.59
3.76
3.66
3.65
3.49
3.61
3.50
3.28
3.55
3.74
3.68
3.67
3.59
3.52
3.35
3.57
3.67
3.66
3.67
3.58
3.59
Total Mineral Resource
431 652 000
Sub-Total
227 298 000
Tonnes are rounded down to 1 000t; Mineral Resources are reported as inclusive of Ore Reserves; Mineral Resource grades and tonnages are reported in situ;
Explicit (modelled losses) as well as an additional 5% geological loss have been applied; The maximum depth of the Mineral Resource is 372m below surface.
Competent Person: Stewart Nupen
Figure 5: Current Mineral Resource estimate of the Tshipi Mine in accordance with JORC Code (2012) as at 28 February 2019
OPER ATING AND FINANCIAL REVIEW
7.56
3.30
3.00
5.32
9.61
3.73
8.47
6.52
9.91
3.98
4.52
4.86
8.70
3.12
7.07
8.19
4.68
3.10
6.48
6.95
3.36
6.12
6.45
9
ANNUAL REPORT 2019 Zone
Tonnes
Mn (%)
Fe (%)
SG (t/m3)
Previous Mineral Resource Estimate:
Classification
Measured
Indicated
Inferred
X
Y
Z
M
C
N
19 305 000
9 532 000
9 104 000
16 945 000
31 982 000
13 733 000
Supergene
1 999 000
Sub-Total
102 602 000
X
Y
Z
M
C
N
37 272 000
6 237 000
16 712 000
15 417 000
32 957 000
10 858 000
Sub-Total
119 455 000
X
Y
Z
M
C
N
67 955 000
22 730 000
22 802 000
43 817 000
53 450 000
26 726 000
31.87
22.24
32.52
38.15
36.40
35.62
36.44
34.07
31.20
23.10
31.39
37.79
36.69
34.95
33.51
30.92
25.41
31.39
34.67
35.35
34.43
32.52
33.13
4.81
5.74
5.78
4.63
3.74
4.87
4.70
4.63
4.91
5.45
6.33
5.27
3.74
5.46
4.91
5.22
5.35
5.73
5.10
4.13
5.41
5.04
4.91
3.55
3.32
3.60
3.76
3.66
3.65
3.49
3.61
3.50
3.28
3.54
3.74
3.68
3.66
3.58
3.52
3.35
3.57
3.68
3.66
3.66
3.58
3.59
Total Mineral Resource
459 541 000
Sub-Total
237 483 000
Competent Person: Stewart Nupen
Tonnes are rounded down to 1 000t
No geological loss applied
Figure 6: Previous Mineral Resource estimate of the Tshipi Mine in accordance with JORC Code (2012) as at 31 December 2017
1 0
OPER ATING AND FINANCIAL REVIEW
JUPITER MINES LIMITED Comparison with Previous Mineral Resource Estimate:
Zone
Tonnes
Mn (%)
Classification
Measured
Indicated
Inferred
X
Y
Z
M
C
N
Supergene
-1 402 000
-1 519 000
-1 128 000
-1 639 000
-3 747 000
-600 000
-254 000
Sub-Total
-10 288 000
X
Y
Z
M
C
N
-5 354 000
782 000
-2 296 000
1 846 000
-2 607 000
213 000
Sub-Total
-7 416 000
X
Y
Z
M
C
N
-14 126 000
2 440 000
-1 839 000
5 783 000
-2 226 000
-218 000
0.16
0.05
0.15
0.13
0.18
-0.14
-0.14
0.17
0.27
0.18
0.41
-0.27
-0.07
0.07
0.17
-0.21
0.40
0.01
-0.53
0.04
-0.02
-0.05
0.04
Fe (%)
0.04
-0.00
0.13
0.09
-0.04
0.15
0.01
0.04
0.14
-0.08
0.07
-0.15
-0.03
0.01
0.02
0.10
-0.20
-0.06
-0.04
-0.01
-0.00
-0.02
0.01
SG (t/m3)
-0.01
-0.01
-0.01
-0.00
-0.00
-0.01
-0.00
-0.00
0.00
0.00
0.01
0.00
-0.00
0.01
0.01
-0.00
0.00
-0.00
-0.01
0.00
0.00
0.00
0.00
Total Mineral Resource
-27 889 000
Sub-Total
-10 185 000
Figure 7: Reconciliation between 28 February 2019 and 31 December 2017 Mineral Resource Estimate in accordance with JORC Code (2012)
The changes to the Mineral Resource estimates are due to mining depletion, an increase in the Measured Mineral Resource extents, a
downgrade of certain parts of the Measured Mineral Resource to Indicated Mineral Resources and the application of a 5% geological loss.
These have collectively resulted in the Measured Mineral Resources decreasing by 10.3Mt, Indicated Mineral Resources decreasing by 7.4Mt
and the Inferred Mineral Resources decreasing by 10.2Mt.
Historically, a global loss of 9% has been applied to the Ore Reserve estimate and no losses have been applied to the Mineral Resource
statement. A review of the Mine’s losses has informed the decision to split the 9% global loss into a 5% geological loss (applied in the Mineral
Resource estimate), a 2% mining loss and a 2% processing loss (applied in the Ore Reserve estimate).
OPER ATING AND FINANCIAL REVIEW
1 1
ANNUAL REPORT 2019 Ore Reserve Estimate
Current Tshipi Ore Reserves statement:
Zone
Tonnes
Mn (%)
Fe (%)
SG (t/m3)
Proved
Probable
Z
M
C
N
Supergene
3 475 000
11 538 000
21 946 000
7 813 000
836 000
Sub-total
45 608 000
Z
M
C
N
3 900 000
12 333 000
24 268 000
8 133 000
Sub-total
48 634 000
Total
94 242 000
32.66
38.47
36.67
34.99
37.46
36.55
32.38
38.21
36.71
34.91
36.44
36.49
6.06
4.85
3.74
5.38
4.87
4.50
6.67
5.19
3.71
5.62
4.64
4.57
3.60
3.77
3.67
3.66
3.52
3.69
3.58
3.76
3.68
3.68
3.69
3.69
Tonnes are rounded down to 1 000t; Mining loss of 2%; Processing loss of 2%
Competent Person: Jonathan Buckley
Figure 8: Ore reserves of the Tshipi Mine in accordance with JORC Code (2012) as at 28 February 2019
Previous Ore Reserves statement:
Proved
Probable
Total
Competent Person: Jonathan Buckley
Tonnes are rounded down to 1 000t
Total loss of 9%
Zone
Tonnes
Mn (%)
SG (t/m3)
Z
M
C
N
Supergene
2 913 000
12 181 000
24 379 000
7 410 000
766 000
Sub-total
47 649 000
Z
M
C
N
3 265 000
9 230 000
21 749 000
4 517 000
Sub-total
38 761 000
86 410 000
31.62
38.01
36.47
34.36
37.03
36.25
32.12
38.20
36.83
33.86
36.41
36.32
3.59
3.77
3.68
3.65
3.51
3.69
3.56
3.75
3.68
3.65
3.68
3.69
Figure 9: Previous Ore Reserve Statement of the Tshipi Mine in accordance with JORC Code (2012) as at 31 December 2017
1 2
OPER ATING AND FINANCIAL REVIEW
JUPITER MINES LIMITED
Comparison with Previous Ore Reserve Statement:
Proved
Probable
Total
Zone
Tonnes
Mn (%)
SG (t/m3)
Z
M
C
N
Supergene
562 000
-643 000
-2 433 000
403 000
70 000
Sub-Total
-2 041 000
Z
M
C
N
Sub-Total
635 000
3 103 000
2 519 000
3 616 000
9 873 000
7 832 000
1.04
0.46
0.20
0.63
0.43
0.30
0.26
0.01
-0.12
1.05
0.03
0.17
0.01
0.00
-0.01
-0.02
0.01
0.00
0.02
0.01
0.00
0.03
0.01
0.00
Figure 10: Reconciliation between 28 February 2019 and 31 December 2017 Ore Reserve in accordance with JORC Code (2012)
Depletion due to mining during the period 31 December 2017 to 28 February 2019 was approximately 3.9Mt.
Although the introduction of a geological loss to the Mineral Resource statement resulted in a 5% drop in the Mineral Resources (before
mining depletion), the decrease did not impact the Ore Reserves or Life of Mine, as the geological loss was accounted for in the prior Ore
Reserve estimate as a component of a global loss of 9%.
The Measured Mineral Resource classification change would have resulted in a decrease in the Proven Ore Reserves; however, the impact
was offset by additional drilling completed before 28 February 2019.
The information in this report with respect of the Tshipi mine that relates to Reporting of Mineral Resources and Ore Reserves estimation is
based on information compiled by Mr Stewart Nupen and Mr Jonathan Buckley. Mr Jonathan Buckley is a Fellow of the Southern African
Institute of Mining and Metallurgy. Mr Stewart Nupen is a member of the Southern African Institute of Mining and Metallurgy. Mr Nupen and
Mr Buckley are employed by The Mineral Corporation. They have sufficient experience which is relevant to the style of mineralisation and
type of deposit under consideration and to the activity which being undertaking to qualify as a “Competent Person” as defined in the
JORC Code. Mr Buckley and Mr Nupen consent to the inclusion in this report of the statements based on their information in the form and
context in which they appear.
OPER ATING AND FINANCIAL REVIEW
1 3
ANNUAL REPORT 2019 MOUNT IDA MINERAL RESOURCE ESTIMATES
The following tables show the Mineral Resource estimates of the Mount Ida project in accordance with the JORC Code (2012) as at
7 February 2018. There has been no material between the date of the below statements and the end of the financial year. There have
been no material changes since the last mineral resource estimate (ASX announcement: 16 April 2018) therefore no reconciliation is shown.
Central Zone based on Unweathered BIF with a 10% Magnetic Fe block grade cut-off
Zone/Class
Material
Tonnes
x106
Central
In situ total
1,062
Indicated
In situ Magnetic
38.45%
Central
Inferred
Central
Total
Concentrate
In situ total
409
169
In situ Magnetic
32.12%
Concentrate
54
In situ total
1,231
In situ Magnetic
37.58%
Concentrate
463
Fe
(%)
30.23
25.64
66.69
27.03
21.31
66.34
29.79
35.05
66.65
SiO2
(%)
48.47
2.64
6.86
51.68
2.34
7.28
48.91
2.60
6.91
Al2O3
(%)
1.88
0.02
0.05
2.40
0.02
0.05
1.95
0.02
0.05
CaO
(%)
2.70
0.07
0.17
2.92
0.06
0.17
2.73
0.06
0.17
P
(%)
0.07
0.01
0.01
0.07
0.01
0.02
0.07
0.01
0.01
S
(%)
0.28
0.09
0.23
0.31
0.10
0.32
0.28
0.09
0.24
LOI
(%)
-0.56
-1.14
-2,97
-0.43
-0.96
-2.98
-0.54
-1.12
-2.97
South and North Zone based on Unweathered BIF with a 10% Magnetic Fe block grade cut-off
Zone/Class
Material
Tonnes
x106
South
In situ total
567
Indicated
In situ Magnetic
34.26%
North
Inferred
Concentrate
In situ total
194
48
In situ Magnetic 42.36%
Concentrate
Nth + Sth
In situ total
20
615
Total
In situ Magnetic
34.89%
Concentrate
214
Fe
(%)
28.63
22.93
66.93
31.63
28.32
66.85
28.86
23.35
66.92
SiO2
(%)
49.92
2.26
6.60
48.82
2.97
7.02
49.84
2.32
6.64
Al2O3
(%)
2.35
0.02
0.06
1.54
0.01
0.03
2.28
0.02
0.05
CaO
(%)
3.47
0.07
0.21
2.20
0.07
0.16
3.37
0.07
0.20
P
(%)
0.07
0.01
0.02
0.07
0.01
0.02
0.07
0.01
0.02
S
(%)
0.36
0.17
0.50
0.12
0.04
0.09
0.34
0.16
0.46
LOI
(%)
-0.65
-1.02
-2.96
-0.84
-1.32
-3.11
-0.67
-1.04
-2.98
MgO
(%)
3.00
0.05
0.12
3.33
0.05
0.15
3.05
0.05
0.12
MgO
(%)
2.76
0.05
0.14
2.07
0.05
0.13
2.71
0.05
0.14
Combined Central, South and North Zones based on Unweathered BIF with a 10% Magnetic Fe block grade cut-off
Zone/Class
Material
Central
Indicated
Central
Inferred
Central
Total
In situ total
In situ
Magnetic
Concentrate
In situ total
In situ
Magnetic
Concentrate
In situ total
In situ
Magnetic
Tonnes
x106
1,062
38.45%
408
784
34.29%
269
1,846
36.68%
Fe
(%)
30.23
25.64
66.69
28.47
22.91
66.81
29.48
24.48
SiO2
(%)
48.47
2.64
6.86
50.24
2.32
6.77
49.22
2.50
Al2O3
(%)
1.88
0.02
0.05
2.31
0.02
0.05
2.06
0.02
CaO
(%)
2.70
0.07
0.17
3.28
0.07
0.20
2.95
0.07
P
(%)
0.07
0.01
0.01
0.07
0.01
0.02
0.07
0.01
S
(%)
0.28
0.09
0.23
0.34
0.15
0.43
0.30
0.11
LOI
(%)
-0.56
-1.14
-2.97
-0.62
-1.02
-2.98
-0.58
-1.09
MgO
(%)
3.00
0.05
0.12
2.84
0.05
0.14
2.94
0.05
MnO
(%)
0.07
0.01
0.02
0.10
0.01
0.02
0.08
0.01
0.02
MnO
(%)
0.09
0.01
0.03
0.06
0.02
0.05
0.09
0.01
0.04
MnO
(%)
0.07
0.01
0.02
0.09
0.01
0.03
0.08
0.01
1 4
OPER ATING AND FINANCIAL REVIEW
JUPITER MINES LIMITED Combined Central, South and North Zones based on Unweathered BIF with a 10% Magnetic Fe block grade cut-off
Zone/Class
Material
Tonnes
x106
Concentrate
677
Fe
(%)
66.74
SiO2
(%)
6.83
Al2O3
(%)
0.05
CaO
(%)
0.18
P
(%)
0.01
S
(%)
0.31
LOI
(%)
-2.97
MgO
(%)
0.13
MnO
(%)
0.03
Figure 11: Mineral resource estimates for Mount Ida in accordance with JORC Code (2012)
MOUNT MASON MINERAL RESOURCE ESTIMATES
The following tables show the mineral resources estimates of the Mount Mason project in accordance with the JORC Code (2012) as at
7 February 2018. There has been no material between the date of the below statements and the end of the financial year. There have been
no material changes since the last mineral resource estimate (ASX announcement: 16 April 2018) therefore no reconciliation is shown.
Classification
Tonnes
Fe
(%)
4,800,000
60.3
1,080,000
59.4
10.41
320,000
58.4
14.10
SiO2
(%)
7.37
Al2O3
(%)
2.90
3.47
4.37
3.01
P
(%)
0.05
0.06
0.08
0.05
S
(%)
0.01
0.01
0.01
0.01
CaO
(%)
0.03
0.03
0.03
0.03
MgO
(%)
0.04
0.05
0.06
0.04
LOI
(%)
2.63
2.55
2.88
2.62
Total Measured + Indicated
5,900,000
60.1
7.92
Measured
Indicated
Inferred
Figure 12: Mineral resource estimates Mount Mason in accordance with JORC Code (2012)
The information in this report with respect to the CYIP that relates to mineral resource estimates is based on information compiled by Dr
Michael Cunningham (Mount Mason) and Mr Rodney Brown (Mount Ida), who are each Members of the Australasian Institute of Mining
and Metallurgy and the Australian Institute of Geoscientists. Dr Cunningham and Mr Brown are employed by SRK Consulting. They have
sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which being
undertaking to qualify as a “Competent Person” as defined in the JORC Code. Dr Cunningham and Mr Brown consent to the inclusion in this
report of the statements based on their information as provided in the Independent Geologists Report dated February 2018, in the form
and context in which they appear.
SUMMARY OF GOVERNANCE ARRANGEMENTS AND INTERNAL CONTROLS
Mineral Resource and Ore Reserves are estimated by suitably qualified Jupiter or Tshipi personnel or external consultants in accordance
with the requirements of the JORC Code, industry standard techniques and internal guidelines for the estimation and reporting of Ore
Reserves and Mineral Resources.
All Mineral Resource estimates and supporting documentation are prepared and reviewed by a suitably qualified external Competent
Person. All Ore Reserves estimates supporting documentation are prepared and reviewed by a suitably qualified external Competent
Person. All Ore Reserve estimates are prepared in conjunction with feasibility studies and Company budgets which consider all material
factors. The Mineral Resources and Ore Reserves Statement included in the Annual Report is reviewed by a suitably qualified external
Competent Person prior to its inclusion.
OPER ATING AND FINANCIAL REVIEW
1 5
ANNUAL REPORT 2019 SCHEDULE OF MINERAL TENEMENTS
LEASE
NAME
STATUS
APPLIED
DATE
GRANT DATE
EXPIRY DATE
CURRENT
AREA
CURRENT
COMMITMENT
CURRENT
RENT
G37/36
General
Purpose –
Graten Well
Granted
3/04/2009
17/01/2011
16/01/2032
358.62 Ha
G29/21
Mt Mason
Granted
22/05/2009
23/03/2010
22/03/2031
95.00 Ha
G29/23
Mt Mason
Granted
5/05/2012
7/02/2013
6/02/2034
1,256.73 Ha
L29/116
Mt Mason
Granted
7/06/2012
3/01/2013
2/01/2034
25.48 Ha
L29/117
Mt Mason
Granted
7/06/2012
7/12/2012
6/12/2033
90.14 Ha
L29/118
Mt Mason
Granted
7/06/2012
9/11/2012
8/11/2033
11.67 Ha
L29/119
Mt Mason
Granted
28/08/2012
30/07/2013
29/07/2034
52.76 Ha
L29/120
Mt Mason
Granted
30/09/2012
7/02/2013
6/02/2034
1,720.05 Ha
L29/121
Mt Mason
Granted
30/09/2012
30/07/2013
29/07/2034
64.31 Ha
L29/123
Mt Mason
Granted
25/11/2012
26/03/2013
25/03/2034
23.13 Ha
L29/132
Mt Mason
Granted
17/06/2016
08/11/2016
27/11/2028
300.00 Ha
-
-
-
-
-
-
-
-
-
-
-
$5,923.50
$1,567.50
$20,724.00
$429.00
$1,501.50
$198.00
$874.50
$10,860.50
$1,072.50
$396.00
$4,966.50
M29/408 Mt Mason
Granted
6/02/2006
28/11/2007
27/11/2028
300.00 Ha
$30,100.00
$5,628.70
G29/22
Mt Ida
Granted
11/01/2011
6/09/2012
5/09/2033
9,634.00 Ha
L29/100
Mt Ida
Granted
11/01/2011
11/11/2011
10/11/2032
775.00 Ha
L29/106
Mt Ida
Granted
18/03/2011
20/06/2012
19/06/2033
119.44 Ha
L29/78
Mt Ida
Granted
1/09/2009
24/06/2010
23/06/2031
6,341.00 Ha
L29/79
Mt Ida
Granted
12/01/2010
24/08/2010
23/08/2031
6,886.00 Ha
L29/81
Mt Ida
Granted
13/05/2010
12/09/2011
11/09/2032
26,020.34 Ha
L29/99
Mt Ida
Granted
12/11/2010
24/02/2012
23/02/2033
64,550.49 Ha
L36/214
Mt Ida
Granted
5/09/2012
17/06/2013
16/06/2034
19,703.86 Ha
L36/215
Mt Ida
Granted
20/10/2012
1/08/2013
31/07/2034
29,849.54 Ha
L36/216
Mt Ida
Granted
20/10/2012
1/08/2013
31/07/2034
17,632.43 Ha
L36/217
Mt Ida
Granted
20/10/2012
1/08/2013
31/07/2034
5,882.25 Ha
L37/203
Mt Ida
Granted
3/05/2010
27/06/2011
26/06/2032
68,952.89 Ha
L57/45
Mt Ida
Granted
5/09/2012
19/08/2013
18/08/2034
8,703.48 Ha
L57/46
Mt Ida
Granted
05/09/2012
05/12/2014
04/12/2035
31,741.86 Ha
L29/122
Mt Ida
Granted
30/09/2012
03/04/2014
2/04/2035
6,590.72 Ha
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$158,911.50
$12,787.50
$1,980.00
$3,170.50
$3,443.00
$13,010.50
$32,275.50
$9,852.00
$14,925.00
$8,816.50
$2,941.50
$34,476.50
$4,352.00
$15,871.00
$3,295.50
M29/414
Mt Ida
Granted
11/01/2011
25/11/2011
24/11/2032
6,461.00 Ha
$646,000.00
$120,802.00
L29/131
Mt Ida
Granted
12/02/2015
17/12/2015
16/12/2036
541.07 Ha
-
$8,943.00
All tenements are held 100% by Jupiter Mines Limited.
1 6
OPER ATING AND FINANCIAL REVIEW
JUPITER MINES LIMITED 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” or “Group”) for the financial
year ended 28 February 2019 and the Independent Auditor’s
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 Gilbertson
Paul Murray
Andrew Bell
Sungwon Yoon (resigned 4 February 2019)
Yeongjin Heo (appointed 4 February 2019)
Executive
Priyank Thapliyal
Melissa North (appointed 14 March 2019)
Additional information is provided below regarding the current
Directors.
Brian Gilbertson
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
(USD876 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 USD30 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
Pallinghurst (Cayman) GP L.P. during 2005 and 2007 respectively,
to develop opportunities on behalf of a group of natural resource
investors.
Mr Gilbertson is the non-executive chairman of Gemfields Group
Limited (previously Pallinghurst Resources Limited), a company
listed on the Johannesburg Stock Exchange (JSE: GML) and is a
director of various companies controlled by GML.
BSc (Maths and Physics), BSc (Hons) (Physics),
MBL, PMD45
Mr Gilbertson is a British and South African citizen. He has not been
a Director of any other ASX listed company in the past three years.
(Chairman; Non-Executive Director;
Member of the Remuneration and
Nomination Committee)
Mr Gilbertson was appointed a Director on 22 June 2010 and
subsequently appointed a member of the Remuneration and
Nomination Committee on 15 March 2018.
Mr Gilbertson has extensive experience in the global natural
resources industry. He was Managing Director of Rustenburg
Platinum Mines Limited in the 1980’s, a period during which the
company gained recognition as the world’s foremost producer of
platinum. In the 1990’s, 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 smelters, 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. With Mr Gilbertson as Executive Chairman,
Billiton plc raised USD1.5 billion in an initial public offering on
Paul Murray
FFin, CPA
(Independent Non-Executive Director;
Remuneration Committee Chairman;
Audit Committee Chairman)
Paul is a founding director of Jupiter Mines Limited and was
Chairman at the time of formation in August 2003. Paul was
appointed as a Director of the Company on 20 August 2003.
He has served continuously since that time as Chairman of both
the Audit Committee and the Remuneration and Nomination
Committee.
In addition to attending to various statutory duties as required,
Paul has a strong record of attendance at Company board and
shareholder meetings and contributes to consideration and
discussions in respect of matters on the Company’s business
papers.
Apart from academic qualifications which are relevant to his
roles, Paul has held positions on boards of a number of ASX listed
companies. Mining experience includes exploration for and mining
of tin in the New England district of NSW and service on the
boards of successful Australian oil and gas companies, Basin Oil
NL and Reef Oil NL.
DIRECTORS’ REPORT
1 7
ANNUAL REPORT 2019 Andrew Bell
B.A. (Hons), M.A., LLB (Hons)
(Independent Non-Executive Director;
Audit Committee Member;
Remuneration Committee Member)
Andrew was appointed as a Director of Jupiter on 4 June 2008
and subsequently appointed a member of both the Audit
Committee and the Remuneration and Nomination Committee on
15 March 2018.
Andrew is Chairman of Red Rock Resources plc, and African
Battery Metals plc, being companies 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 Asia region.
Andrew 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.
Yeongjin Heo
B.A. Law (Seoul National University); MBA
(University of Leeds)
(Non-Executive Director;
Audit Committee Member)
Mr Heo was appointed as a Director of Jupiter and Member of the
Audit Committee on 4 February 2019.
Mr Heo is the President of POSCO Australia Pty Ltd, a significant
shareholder of the Company.
After joining POSCO in 1995, Mr Heo worked across the strategic
planning and raw materials areas. Mr Heo brings significant
experience in the resource industry to Jupiter.
Mr Heo has not been a Director of any other ASX listed companies
in the past three years.
Priyank Thapliyal
Metallurgical Engineer, B Tech (IIT-Kanpur,
India), M Eng, MBA (McMaster, Canada), MBA
(Ivey Business School, Canada)
(Executive Director; Chief Executive Officer)
his departure in October 2005 to co-found Pallinghurst Resources
LLP, the KCM stake was valued at USD 1 billion and Vedanta had a
market capitalisation of USD 7.5 billion.
Priyank was instrumental in delivering Pallinghurst Resources’ steel
feed strategy via Jupiter. That has led to the creation of the
flagship Tshipi Mine, from what was a greenfield project, into one of
the largest, long-life and low-cost assets of strategic importance.
Prior to Vedanta, Priyank was a mining and metals investment
banker with CIBC World Markets in Toronto Canada, is a qualified
Metallurgical Engineer, MBA and former Falconbridge employee.
Mr Thapliyal has not been a Director of any other ASX listed
companies in the past three years.
Melissa North
B.Com; CA
(Executive Director; Company Secretary)
Melissa North joined Jupiter Mines in May 2012 as Group Financial
Controller and was subsequently appointed CFO and Company
Secretary on 15 November 2012. Melissa was appointed Finance
Director on 14 March 2019.
Prior to joining Jupiter, Melissa held various roles in finance
management and business advisory services over almost a
decade, including Group Financial Controller positions within
the Chime Communications Group (London) and other large
media agencies in the United Kingdom. Ms North qualified as a
Chartered Accountant in 2004 after extensive work experience at
Grant Thornton Perth (now Crowe Horwath).
Over her time with Jupiter, Melissa has played a critical role in
the development of the Company, culminating in its ASX listing in
April 2018 and its subsequent evolution into a successful ASX 300
company.
Melissa has not been a Director of any other ASX listed companies
in the past three years.
Principal Activities
The principal activities of Jupiter during the year have been the
operation of the Tshipi Manganese Mine in South Africa and the
sale of manganese ore.
Priyank Thapliyal was appointed as a Director of the Company on
4 June 2008.
Priyank joined Sterlite Industries in 2000 and worked alongside Mr
Anil Agarwal (owner) to implement the strategies that led to the
creation of Vedanta Resources plc, a FTSE 100 company. Vedanta
floated on the London Stock Exchange (LSE) in December 2003
and raised USD 870 million in its IPO, in what was the largest
mining IPO on the LSE that year, and also the first primary listing
of an Indian company on the LSE. The success of the Vedanta
IPO was instrumental in other emerging market mining companies
seeking LSE listings.
Review of Financial Results and Operations
The consolidated results of Jupiter for the year ended 28 February
2019 was a profit of $138,033,499 after a $51,016,370 tax expense
(2018: profit of $92,205,663 after a $5,584,142 tax expense). Further
details of the results of the Consolidated Entity are set out in the
accompanying financial statements in this Annual Report.
Significant Changes in the State of Affairs
During the year, the Company undertook an equal access share
buy-back in March 2018, reducing the issued capital of the
Company by 116,182,215 ordinary shares. Refer to Note 18.
Subsequent to the LSE listing, he led Vedanta’s first major
overseas acquisition via the USD 50 million controlling investment
in Konkola Copper Mines (KCM) in Zambia in 2004. At the time of
Jupiter was admitted to the official list of the Australian Securities
Exchange on 18 April 2018, following a $240 million Initial Public
Offering (“IPO”).
1 8
DIRECTORS’ REPORT
JUPITER MINES LIMITED Dividends
In respect of the 2019 financial year, the Directors have declared the following dividends:
Dividend
Dividend per share
Total dividend
Payment date
Interim unfranked, wholly conduit foreign income
Final unfranked, wholly conduit foreign income
$0.050
$0.025
$0.075
$97,949,552
Paid 10 October 2018
$48,974,775
Paid 21 May 2019
$146,924,327
Financial Position
At 28 February 2019, Jupiter held $72,848,680 in cash and cash equivalents (2018: $76,544,487), had a carrying value of investments using the
equity method of $422,841,742 (2018: $385,267,255) and carrying value of exploration expenditure of $10,800,000 (2018: $8,700,000).
Significant Events After Reporting Date
These financial statements were authorised for issue on 28 May 2019 by Director Priyank Thapliyal.
Likely Developments, Business Strategies and Prospects
The operations at the Tshipi Borwa Manganese Mine are expected to continue in a similar manner to present.
The Directors intend Jupiter to proceed with the development of Jupiter’s Mount Ida Magnetite and Mount Mason DSO Hematite projects
should access to infrastructure become available the projects are economically viable. Subsequent to year end, Jupiter announced it has
launched a process to review its strategic options with regards to these projects.
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. The various exploration interests held by Jupiter impose future environmental obligations for site remediation following sampling and
drilling programs.
The Board is aware of these requirements and management is charged with ensuring compliance. The Directors are not aware of any
breaches of these environmental regulations and licence obligations during the year.
Please refer to the Tshipi Environmental, Social & Governance Report in the Operating and Financial Review on page 4 for full details.
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
Sungwon Yoon
Yeongjin Heo
Melissa North
Number of meetings held during
tenure of the Director
Number of meetings attended
7
7
7
7
6
1
-
7
7
41
7
6
1
-
1 Priyank Thapliyal did not attend 3 meetings due to illness as announced to ASX on 9 May 2018.
DIRECTORS’ REPORT
1 9
ANNUAL REPORT 2019 Committee Meetings
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:
Director
Paul Murray
Andrew Bell
Sungwon Yoon
Yeongjin Heo
Audit Committee
meetings attended
Audit Committee meetings
held during tenure
Remuneration Committee
meetings attended
Remuneration Committee
meetings held during tenure
2
2
2
-
2
2
2
-
2
2
-
-
2
2
-
-
Directors’ Interests
Particulars of Directors’ interests in securities as at the date of this report are as follows:
Director
Ordinary Shares
Options over Ordinary Shares
Brian Gilbertson 1
Paul Murray
Priyank Thapliyal
Andrew Bell 2
Sungwon Yoon 3
Yeongjin Heo 3
Melissa North
-
1,190,000
33,939,917
-
-
-
-
-
-
-
-
-
-
-
1 Brian Gilbertson as the Chairman of Gemfields Group Limited (previously Pallinghurst Resources Limited) has a relevant interest in Pallinghurst Consolidated (Cayman) Limited
(PCCL). PCCL is the registered owner of 145,845,372 Ordinary Shares in the Company at the date of this report.
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 18,524,914
Ordinary Shares in the Company at the date of this report.
3 Yeongjin Heo (and Sungwon Yoon prior to resignation) is 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 22,948,152 Ordinary Shares and POSA GP is the registered owner of 112,044,320 in the Company at
the date of this report.
Contracts with Directors
There are no agreements with any of the Directors other than remuneration agreements.
Auditor’s Independence Declaration
The Lead Auditor’s Independence Declaration for the year ended 28 February 2019 has been received and can be found on pages XX to XX
of the Annual Report.
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 28 February 2019 or to the date of this Report.
2 0
DIRECTORS’ REPORT
JUPITER MINES LIMITED 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 28
February 2019:
Taxation
Corporate finance
$54,081 (2018: $32,100)
$10,000 (2018: $60,000)
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 29 to 39 of this 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 reporting year.
This report is signed in accordance with a resolution of the Board of Directors.
Priyank Thapliyal
Perth
28 May 2019
DIRECTORS’ REPORT
2 1
ANNUAL REPORT 2019
REMUNERATION REPORT
Letter from Remuneration and Nomination Committee Chairman
Dear Shareholders
I am pleased to present the 2019 Remuneration Report for Jupiter Mines Limited.
The Committee and Board have been working hard since the Company’s 2018 Annual General Meeting to fully understand the issues of
shareholders and proxy advisors which ultimately led to a vote of over 25% against the 2018 Remuneration Report.
The fact is Jupiter is ultimately a very unique company, which does not often fit within industry or advisor standards and guidelines, and it
would be inappropriate of Jupiter to conform to some of these.
Jupiter has maintained a clear mission since listing in April 2018 - that it will remain a single asset company, focused on delivering cash
to its shareholders. The Company does this via a lean, low-cost remuneration structure, with only two executives. Jupiter currently has a
market capital of $686 million, with remuneration of total key management personnel a low $3 million1 in comparison.
Please refer to the “Voting at the Company’s last Annual General Meeting and issues resulting from stakeholder engagement” section in the
following audited Remuneration Report for full details regarding the key issues we have found after engaging with shareholders and proxy
advisors, and Jupiter’s explanation of its position.
The Committee and Board have considered in full and in detail the issues from the stakeholder engagement and have determined that
Jupiter’s current remuneration strategy remains appropriate given its structure and size. Both Committee and Board will continue to review
remuneration levels and structure to ensure consistency with industry and region averages.
I would like to take this opportunity to thank all shareholders for their ongoing support of Jupiter. I recommend this remuneration report to all
shareholders and proxy advisors and welcome suggestions and the opportunity to discuss it with you before or at the Annual General Meeting.
Yours faithfully
Paul Murray
Independent Non-Executive Director
Chairman, Remuneration and Nomination Committee
1 Excludes one-off bonuses in relation to ASX listing in April 2018.
2 2
REMUNER ATION REPORT
JUPITER MINES LIMITED REMUNERATION REPORT (AUDITED)
The Directors of Jupiter Mines Limited present the Remuneration
Report for Non-Executive Directors, Executive Directors and other
Key Management Personnel, prepared in accordance with the
Corporations Act 2001 and the Corporations Regulations 2001.
The Remuneration Report is set out under the following main
headings:
(a) Principles used to determine the nature and amount of
remuneration
(b) Details of remuneration
(c) Service agreements
(d) Share-based remuneration
(e) Bonuses included in remuneration; and
(f) Other information.
(a) Principles used to determine
remuneration strategy and structure
The principles of the Group’s executive strategy and frameworks
are:
to align rewards to business outcomes that deliver value to
shareholders
to drive a high performance culture and rewarding high
performing individuals; and
to ensure remuneration is competitive in the relevant
employment market place to support the attraction,
motivation and retention of executive talent.
The Board has established a Remuneration and Nomination
Committee which operates in accordance with its charter as
approved by the Board and is responsible for determining and
reviewing compensation arrangements for the Directors and the
Executive Team.
The remuneration structure that has been adopted by the Group
consists of the following components:
The payment of bonuses and other incentive payments are
reviewed by the Remuneration and Nomination Committee
annually as part of the review of executive remuneration and a
recommendation is put to the Board for approval. All bonuses and
incentives must be linked to pre-determined performance criteria.
Short Term Incentive (STI)
Jupiter performance measures involve the use of annual
performance objectives.
The performance measures have been set after consultation with
the Directors and executives and are specifically tailored to the
areas where each executive has a level of control. The measures
target areas the Board believes hold the greatest potential for
expansion and profit.
The key performance indicators (KPIs) for the Executive Team are
summarised as follows:
Performance areas:
Financial: net profit before tax and impairments and
distributions to shareholders; and
Non-financial: discretionary strategic and/or project based
objectives set by the Board
Remuneration vs NPAT & Shareholder Distributions
150
125
100
75
50
25
0
5%
4%
3%
2%
1%
0%
FY17
FY18
FY19
fixed remuneration being annual salary; and
Total executive and KMP remuneration
Distributions to shareholders
short term incentives, being employee bonuses.
Remuneration as % of NPAT1
1 FY2017 NPAT has been reduced for the reversal of impairment of $143m recognised in that year.
The Remuneration and Nomination Committee assess the
appropriateness of the nature and amount of remuneration
on a periodic basis by reference to recent employment market
conditions with the overall objective of ensuring maximum
stakeholder benefit from the retention of a high quality Board and
Executive Team.
REMUNER ATION REPORT (AUDITED)
2 3
ANNUAL REPORT 2019 Voting at the Company’s last Annual General Meeting and issues resulting from stakeholder engagement
Jupiter Mines Limited received 55.16% votes for and 44.84% votes against its Remuneration Report for the financial year ending 28 February
2018, resulting in a “First Strike” being recorded.
Jupiter has engaged with shareholders and proxy advisors following the 2018 Annual General Meeting and report the below key issues
along with the Company’s position:
1.
Lack of executive long-term performance based incentives
The concerns voiced centred around Jupiter’s CEO, Priyank Thapliyal, lack of long-term performance objectives.
Prior to the Jupiter IPO, Mr Thapliyal held 21.1 million shares (1.08%), which he increased by purchasing a further 2.1 million shares in the IPO.
Mr Thapliyal now holds some 33 million shares (1.73%), which, save for 10 million shares allotted as IPO bonus, he has purchased with his own
personal funds, a substantial portion of his own net assets. Mr Thapliyal has participated in all previous capital raisings and has not sold
any shares except as part of the Company share buy-backs. Mr Thapliyal is committed to growing his holding in the future using his own
personal funds.
Whilst Jupiter does not employ any formal long-term incentive plan, the above clearly evidences Mr Thapliyal’s long term performance
objectives align with those of other Jupiter shareholders.
2.
Independence and structure of Board
Some groups cited that the current Board structure was inappropriate now Jupiter is ASX listed and an ASX 300 company.
Jupiter considers Paul Murray and Andrew Bell to be independent directors, regardless of their related holdings in Jupiter (being 0.06% and
0.95% respectively) and neither director has any other relationship with Jupiter. Both Mr Murray and Mr Bell bring valuable financial and
resources experience to the Jupiter Board and are wholly committed to the Company and Board workload requirements.
Diversity remains a key issue for Jupiter and other ASX 300 companies. Jupiter appointed its first female director, Ms Melissa North,
subsequent to the year end. Her appointment adds the skills and experience necessary for Jupiter’s long term success and succession
planning.
It is important to note that Jupiter will appoint any new Board member on their merits and not to solely achieve industry targets or norms.
Jupiter believes the Board structure suits the current need of the Company and its shareholders but continues to review this on an ongoing
basis in conjunction with stakeholder feedback.
3. Suitability of CEO annual bonus
Jupiter’s CEO is currently entitled to an annual bonus equal to 1% of the value of amounts distributed to shareholders each financial year.
Some groups have expressed a view that this is not directly linked to Mr Thapliyal’s performance, but rather the performance of the Tshipi
management team and a derivative of the prevailing manganese prices.
Tshipi is the exclusive crown jewel asset of Jupiter for now. On behalf of Jupiter, Mr Thapliyal has been instrumental in the creation of Tshipi
from a greenfield project into the world class asset that it is now. He is heavily involved in setting the strategic direction of Tshipi and all
material operational matters. Therefore, his performance in intrinsically linked to that of Tshipi and Jupiter is of the belief his annual incentive
is reflective of this.
Jupiter aims to be a high yielding investment with a dividend policy of over 70% (currently 93%), therefore the Board believes this type of
bonus is aligned to the Company’s mission.
Consequences of performance on shareholder wealth
In considering the Group’s performance and benefits for shareholder wealth, the Board have regard to the following items in respect of the
current financial year and the previous four financial years:
Item
EPS ($ per share)
2019
2018
2017
2016
2015
0.0706
0.0434
0.0902
(0.0756)
(0.0410)
Cash distributions to shareholders ($)
146,924,327
82,881,285
70,635,693
-
-
Net profit/(loss) after tax ($)
138,033,499
92,205,663
200,099,335
(172,396,327)
(31,869,576)
Share of profit/(loss) from Tshipi investment ($)
188,505,385
94,040,638
41,474,035
(6,936,157)
18,406,525
2 4
REMUNER ATION REPORT (AUDITED)
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l
REMUNER ATION REPORT (AUDITED)
2 5
ANNUAL REPORT 2019
The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:
Executive Directors
Priyank Thapliyal
Melissa North
(c) Service agreements
Fixed Remuneration
At risk: Short-term incentives (STI)
12.04%
42.86%
87.96%
57.14%
Remuneration and other terms of employment for the Executive Directors and other key management personnel are formalised in a Service
Agreement. The major provisions of the agreements relating to remuneration are set out below:
Priyank Thapliyal – Chief Executive Officer
Subject
Base salary
Annual Bonus
Confidentiality
Termination
Restrictive covenants
Provision
The Executive is entitled to receive an annual salary of £400,000 (with no pension or
superannuation contributions).
The Executive will be entitled to receive a bonus (Annual Bonus) equal to 1% of the value of
amounts paid by way of: (i) a dividend; (ii) a distribution, payment or return of capital; or (iii) the
acceptance of equal access buy-back offers made to all Shareholders, paid or made by the
Company to its Shareholders at any time after the listing date until the date of termination of the
Executive’s employment. The Annual Bonus is payable in cash.
The Executive must keep the Company’s confidential information confidential, except in certain
circumstances, including where the disclosure is required by law or the Company provides prior
written consent.
The Company may terminate the Executive’s employment by giving 6 months’ written notice and
payment of an amount equal to 6 months’ salary and the amount of Annual Bonus paid in the 12
months prior to termination.
The Company may make payment in lieu of notice, comprising an amount of up to 12 months’
salary and the amount of Annual Bonus paid in the 12 months prior to termination.
The Company may otherwise terminate the employment immediately for misconduct or other
matters that are usual grounds for summary dismissal.
The Executive may terminate the Executive’s employment by giving 6 months’ written notice.
In the event of a change of control (within the meaning of section 50AA of the Corporations Act)
and diminution in the duties and responsibilities of the Executive as a chief executive officer of
a public listed company, the Executive may elect to terminate the employment and become
entitled to receive a payment equal to 12 months’ salary and the amount of Annual Bonus paid in
the 12 months prior to termination.
The Executive is subject to post-employment restraints on engaging in a business for the
production, purchase, sale or marketing of manganese ore, and soliciting the employees,
suppliers or clients of the Company or Tshipi é Ntle. The restraint has potential effect globally for
up to 6 months following termination of employment.
2 6
REMUNER ATION REPORT (AUDITED)
JUPITER MINES LIMITED Melissa North – Finance Director and Company Secretary
Subject
Base salary
Annual Bonus
Other entitlements
Confidentiality
Termination
Restrictive covenants
Provision
The Executive is entitled to receive an annual salary of $257,600 inclusive of superannuation.
Following the end of each financial year commencing after 28 February 2018, and the Executive being
employed at the date of release of the Company’s financial statements for the financial year to which
the bonus relates, the Executive may be entitled to an annual bonus of an amount to be determined
by the Board in its absolute discretion.
The Executive is entitled to a computer and mobile phone allowance, and reimbursement of all out
of pocket expenses necessarily incurred by the Finance Director in the performance of her duties,
including expenses relating to entertainment, meals and travelling.
The Executive must keep the Company’s confidential information confidential, except in certain
circumstances, including where the disclosure is required by law or the Company provides prior written
consent.
The Company may terminate the Executive’s employment by giving 3 months’ written notice. The
Company may make payment in lieu of notice.
The Company may otherwise terminate the employment immediately for misconduct or other matters
that are usual grounds for summary dismissal.
The Executive may terminate the Executive’s employment by giving 3 months’ written notice.
In the event of a change of control (within the meaning of section 50AA of the Corporations Act)
and diminution in the duties and responsibilities of the Executive as a finance director and company
secretary of a public listed company, the Executive may elect to terminate the employment and
become entitled to receive a payment equal to 6 months’ salary and the amount of Annual Bonus
paid in the 12 months prior to termination.
The Executive is subject to post-employment restraints on soliciting the Company’s employees,
suppliers or clients. The restraint has potential effect globally for up to 6 months following termination
of employment.
(d) Share-based remuneration
The Company granted a one-off share issue to Priyank Thapliyal in relation to its successful ASX listing in April 2018, which was approved by
shareholders on 10 July 2018. The Company has not granted any other share-based remuneration and does not plan to adopt any such
remuneration plans.
(e) Bonuses included in remuneration
Details of the short-term incentive cash bonuses awarded as remuneration to each key management personnel, the percentage of the
available bonus that was paid in the financial year, and the percentage that was forfeited because the person did not meet the service
and performance criteria is set out below. No part of the bonus is payable in future years.
Executive Grant date
Nature of
compensation
Service or performance
criteria
Financial
year
related to
Included in
remuneration
($)
Percentage
vested during
the year
Percentage
forfeited during
the year
Priyank
Thapliyal
17 September
2018
Cash bonus
19 February 2019
Cash bonus
Melissa
North
19 March 2018
Cash bonus
18 April 2018
Cash bonus
28 February 2019
Cash bonus
Distribution of cash to
shareholders
Distribution of cash to
shareholders
Completion of March
2018 share buy-back
Listing of Jupiter Mines
on ASX
Discretionary financial
year bonus, to be
employed at date
of release of 2019
financial statements
2019
979,4961
2019
489,7481
100%
100%
2019
40,000
100%
2019
141,553
100%
2019
125,0001
100%
1 Accrued but not paid at balance date.
REMUNER ATION REPORT (AUDITED)
-
-
-
-
-
2 7
ANNUAL REPORT 2019 (f) Other information
Shares held by directors and key management personnel
The number of ordinary shares in the Company during the 2019 reporting period held by each of the Group’s key management personnel,
including their related parties, is set out below:
Balance at
start of year
Granted as
remuneration
Sold down per
April 2018 IPO
Other changes
Held at the end of
reporting period
Director
Brian Gilbertson1
Andrew Bell2
Sungwon Yoon3
Paul Murray
379,948,385
24,657,516
351,675,003
1,199,400
-
-
-
-
Priyank Thapliyal
22,432,728
10, 650, 530
Yeongjin Heo3
Melissa North
-
-
-
-
(212,028,012)
(22,075,001)
145,845,372
(4,700,000)
(1,432,602)
18,524,914
(196,250,213)
(155,424,790)
(9,400)
856, 659
-
1,190,000
33,939,917
134,992,472
134,992,472
-
-
-
-
-
-
1 Brian Gilbertson as the Chairman of Gemfields Group Limited (previously Pallinghurst Resources Limited) has a relevant interest in Pallinghurst Consolidated (Cayman) Limited
(PCCL). PCCL is the registered owner of 145,845,372 Ordinary Shares in the Company at balance date.
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 18,524,914
Ordinary Shares in the Company at balance date.
3 Yeongjin Heo (previously Sungwon Yoon) is 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 22,948,152 Ordinary Shares and POSA GP is the registered owner of 112,044,320 shares in the Company at
balance date.
None of the shares included in the table above are held nominally by key management personnel.
Other transactions with key management personnel
Director fees paid to Andrew Bell Consultants,
a company in which Mr A Bell has a beneficial interest
Director fees paid to Mr P Murray
Director fees paid to Mr B Gilbertson
Expenses reimbursed to Pallinghurst Advisors LLP,
a company in which Mr B Gilbertson has a beneficial interest
Expenses reimbursed to Pallinghurst GP Limited,
a company in which Mr B Gilbertson has a beneficial interest
Expenses reimbursed to Mr B Gilbertson
Expenses reimbursed to Mr P Thapliyal
Expenses reimbursed to Mr P Murray
End of Audited Remuneration Report
Consolidated Group
February 2019
$
February 2018
$
60,000
37,500
66,000
132,500
35,440
38,500
-
226,729
45,866
44,932
93,259
100,812
471
17,622
103,678
-
2 8
REMUNER ATION REPORT (AUDITED)
JUPITER MINES LIMITED CORPORATE GOVERNANCE
STATEMENT
1. Overview
The Company’s Board of Directors (the “Board”) is responsible for the overall corporate governance of the Company, and it recognises
the need for the highest standards of ethical behaviour and accountability. It is committed to administering its corporate governance
structures to promote integrity and responsible decision-making. Accordingly, where appropriate the Company has sought to adopt
the ‘Corporate Governance Principles and Recommendations’ (Third Edition) (ASX Recommendations) published by the ASX Corporate
Governance Council.
The corporate governance principles and practices adopted by the Company may depart from those generally applicable to ASX-listed
companies under ASX Recommendations where the Board considers compliance is not appropriate having regard to the nature and size of
the Company’s business and operations.
The Company sets out below its “if not why not” report in relation to those matters of corporate governance where the Company’s practice
departs from the ASX Recommendations, to the extent that they are currently applicable to the Company.
This statement is current as at 28 May 2019 and has been approved by the Board.
ASX Corporate Governance Principles and Recommendations
Principle ASX Recommendation
Comply
Comments
Principle 1 – Lay solid foundation for management and oversight
1.1
A listed entity should disclose:
Yes
(a) the respective roles and responsibilities of its
board and management; and
(b) those matters expressly reserved to the board
and those delegated to management.
Jupiter has adopted a Board Charter that discloses the
role and responsibilities of the Board.
Under the Board Charter, the Board is responsible for the
overall operation and stewardship of the Company and, in
particular, is responsible for:
oversight of control and accountability systems;
appointing and removing the Chief Executive Officer,
Finance Director and Company Secretary;
approving the annual operating budget;
approving and monitoring the progress of major capital
and operating expenditure;
monitoring compliance with all legal and regulatory
obligations;
reviewing any risk management system (which may be a
series of systems established on a per-project basis);
monitoring any executive officer’s performance; and
approving and monitoring financial and other
reporting to the market, shareholders of the Company
(Shareholders), employees and other stakeholders.
A copy of the Board Charter can be found on the
Company’s website at www.jupitermines.com/about-us/
corporate-governance
CORPOR ATE GOVERNANCE STATEMENT
2 9
ANNUAL REPORT 2019 Principle ASX Recommendation
Comply
Comments
1.2
A listed entity should:
Yes
(a) undertake appropriate checks before
appointing a person, or putting forward to
security holders a candidate for election, as a
director; and
(b) provide security holders with all material
information in its possession relevant to a
decision on whether or not to elect or re-elect
a director.
Jupiter conducts background checks of candidates for the
position of director of the Company (Director) prior to their
appointment or nomination for election by Shareholders,
including checks as to good character, experience,
education, qualifications, criminal history and bankruptcy.
The Company does not propose to conduct specific
checks prior to nominating an existing Director for re-
election by Shareholders at a general meeting on the basis
that each incumbent Director is required to submit to the
ASX ‘good fame and character’ assessment during the
Company’s admission to the official list of ASX.
As a matter of practice, Jupiter includes in its notices of
meeting a brief biography and other material information
in relation to each Director who stands for election or re-
election, including relevant qualifications and professional
experience of the nominated Director for consideration by
Shareholders.
The Company has entered into an employment contract
with Priyank Thapliyal, the Company’s Chief Executive
Officer, and Melissa North, the Company’s Finance Director,
who are engaged on a full-time basis. The Company
has entered into letters of engagement with each of its
non-executive Directors setting out the key terms and
conditions of their engagement.
A listed entity should have a written agreement with
each director and senior executive setting out the
terms of their appointment.
Yes
1.3
1.4
The company secretary of a listed entity should
be accountable directly to the board, through
the chair, on all matters to do with the proper
functioning of the board.
Yes
The Company Secretary reports directly, and is
accountable, to the Board through the Chairman of the
Board (Chairman) in relation to all governance matters.
The Company Secretary also advises and supports the
Board to implement adopted governance procedures
and co-ordinates the circulation of meeting agendas and
papers.
3 0
CORPOR ATE GOVERNANCE STATEMENT
JUPITER MINES LIMITED Principle ASX Recommendation
Comply
Comments
1.5
A listed entity should:
No
(a) have a diversity policy which includes
requirements for the board or a relevant
committee of the board to set measurable
objectives for achieving gender diversity and
to assess annually both the objectives and the
entity’s progress in achieving them;
(b) disclose that policy or a summary of it; and
(c) disclose as at the end of each reporting
period the measurable objectives for achieving
gender diversity set by the board or a relevant
committee of the board in accordance with the
entity’s diversity policy and its progress towards
achieving them, and either:
(i)
the respective proportions of men
(ii) and women on the board, in senior
executive positions and across the whole
organisation (including how the entity
has defined “senior executive” for these
purposes); or
(iii) if the entity is a “relevant employer” under
the Workplace Gender Equality Act, the
entity’s most recent “Gender Equality
Indicators”, as defined in and published
under that Act.
Given the Company’s main asset is its interest in the Tshipi
Borwa Manganese Mine (Tshipi Project), which it holds
through its indirect 49.9% interest in Tshipi é Ntle, and Jupiter
itself has few employees, Jupiter has not adopted a formal
diversity policy at this stage.
Subsequent to year-end, the Company has appointed its
first female Director to the Board.
The Company has a policy to select the best available
officers and staff for each relevant position in a non-
discriminatory manner based on merit.
Notwithstanding this, the Board respects and values the
benefits that diversity (e.g. gender, age, ethnicity, cultural
background, disability and martial/family status etc.) brings
in relation to expanding the Company’s perspective and
thereby improving corporate performance, increasing
Shareholder value and maximising the probability of
achieving the Company’s objectives.
The Board is committed to developing a diverse workplace
where appointments or advancements are made on a fair
and equitable basis.
1.6
A listed entity should:
Yes
(a) have and disclose a process for periodically
evaluating the performance of the board, its
committees and individual directors; and
(b) disclose, in relation to each reporting
period, whether a performance evaluation
was undertaken in the reporting period in
accordance with that process.
The Remuneration and Nomination Committee is
responsible for the evaluation of the Board’s performance
and its individual Directors.
Jupiter has also adopted in its Board Charter a
commitment to review its own performance at intervals
considered appropriate by the Chairman. The same
performance review mechanism is also present in the Audit
Committee and Remuneration and Nomination Committee
Charters.
1.7
A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of its senior
executives; and
(b) disclose, in relation to each reporting
period, whether a performance evaluation
was undertaken in the reporting period in
accordance with that process.
Jupiter will continue to disclose if and when it has
conducted any performance evaluations.
Yes
The Board is responsible for monitoring the performance of
executive officers.
The Board has established policies to ensure that Jupiter
remunerates fairly and responsibly. The Company designed
its remuneration policy 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.
Jupiter will continue to disclose if and when it has
conducted any performance evaluations.
CORPOR ATE GOVERNANCE STATEMENT
3 1
ANNUAL REPORT 2019 Principle ASX Recommendation
Comply
Comments
Principle 2 – Structure the board to add value
2.1
The board of a listed entity should:
Yes
(a) have a nomination committee which:
(i) has at least three members, a majority of
whom are independent directors; and
(ii)
is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period,
the number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b) if it does not have a nomination committee,
disclose that fact and the processes it employs
to address board succession issues and to
ensure that the board has the appropriate
balance of skills, knowledge, experience,
independence and diversity to enable it
to discharge its duties and responsibilities
effectively.
The Board has established a Remuneration and
Nomination Committee (RN Committee).
The RN Committee Charter discloses the RN Committee’s
role and responsibilities.
The RN Committee presently consists of Paul Murray,
Andrew Bell and Brian Gilbertson. Mr Murray and Mr
Bell are the Company’s only Directors who are both
independent and non-executive. Mr Murray is the
chairman of the RN Committee.
Jupiter will continue to disclose at the end of each
reporting period the number of times the RN Committee
met throughout the relevant period.
The RN Committee Charter is available on Jupiter’s
website at www.jupitermines.com/about-us/corporate-
governance
2.2
A listed entity should have and disclose a board
skills matrix setting out the mix of skills and diversity
that the board currently has or is looking to achieve
in its membership.
No
Jupiter does not currently have a skills or diversity matrix in
relation to its Board members. The Board considers that
such a matrix is not necessary given the current state of
operations.
The RN Committee is presently responsible for ensuring the
Directors have the appropriate mix of competencies to
enable the Board to discharge its responsibilities effectively.
The Board may adopt such a matrix later as the
Company’s operations evolve.
The Board considers that Mr Paul Murray and Mr Andrew
Bell are independent Directors because they are free from
any business or other relationship with the Company that
could materially interfere with, or reasonably be perceived
to materially interfere with, the independent exercise of
their judgement as Directors.
The Company appointed Mr Murray as a Director on 20
August 2003 and Mr Bell as a Director on 19 May 2008.
2.3
A listed entity should disclose:
Yes
(a) the names of the directors considered by the
board to be independent directors;
(b) if the director has an interest, position,
association or relationship of the type
described in Box 2.3 but the board is of the
opinion that it does not compromise the
independence of the director, the nature of
interest, position, association or relationship in
question and an explanation of why the board
is of that opinion; and
(c) the length of service of each director.
3 2
CORPOR ATE GOVERNANCE STATEMENT
JUPITER MINES LIMITED Principle ASX Recommendation
Comply
Comments
2.4
A majority of the board of a listed entity should be
independent directors.
No
2.5
The chair of the board of a listed entity should be
an independent director and, in particular, should
not be the same person as the CEO of the entity.
No
A majority of the Board are not independent Directors. Two
of the Board’s five Directors, being Mr Paul Murray and Mr
Andrew Bell are considered independent.
The Company does not consider Mr Brian Gilbertson
independent because he is the non-executive chairman of,
and a shareholder in, Gemfields Group Limited (previously
Pallinghurst Resources Limited), the ultimate parent
company of Pallinghurst Consolidated (Cayman) Limited
(“PCCL”), being a substantial Shareholder of the Company.
Subsequent to year end however, PCCL announced it
would be selling its entire share in the Company and
therefore the Company would seek to classify Mr Gilbertson
as independent thereafter.
The Company does not consider Mr Yeongjin Heo
independent because he is the managing director of
POSCO Australia Pty Ltd, a significant shareholder of
Jupiter.
The Company does not consider Mr Priyank Thapliyal
independent because Jupiter employs him in an executive
capacity, as the Company’s Chief Executive Officer.
The Company does not consider Ms Melissa North
independent because Jupiter employs him in an executive
capacity, as the Company’s Finance Director.
The Company believes that the current structure of the
Board is the most appropriate given the size and current
operations of the Company.
The Chairman, Mr Brian Gilbertson, is not an independent
Director. The Board believes an independent non-
executive Chairman is not necessary as Mr Gilbertson’s
experience and industry knowledge makes him the most
appropriate person to lead the Board at this time.
As stated in 2.4 above, Mr Gilbertson will be recognised as
independent subsequent to PCCL’s sale of its interest in the
Company.
Mr Priyank Thapliyal is the Chief Executive Officer and is not
the Chairman.
CORPOR ATE GOVERNANCE STATEMENT
3 3
ANNUAL REPORT 2019 Principle ASX Recommendation
Comply
Comments
2.6
A listed entity should have a program for inducting
new directors and provide appropriate professional
development opportunities for directors to develop
and maintain the skills and knowledge needed to
perform their role as directors effectively.
Yes
Induction program
When a Director is appointed, they receive with their
appointment letter a copy of the Company’s constitution,
corporate governance policies and charters. The contents
of this due diligence 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.
The Company Secretary arranges for new Directors to
undertake an induction program to enable them to gain an
understanding of:
the Company’s operations and the industry sectors in
which it operates;
the Company’s financial, strategic, operational and risk
management position;
their rights, duties and responsibilities; and
any other relevant information.
As part of this induction program, a new Director will meet
with all incumbent Directors (if this has not already taken
place).
Director development
In order to achieve continuing improvement in Board
performance, all Directors are encouraged to undergo
continual professional development.
Principle 3 – Act ethically and responsibly
3.1
A listed entity should have a code of conduct for
its directors, senior executives and employees and
disclose that code or a summary of it.
Yes
The Board believes that the success of Jupiter has been,
and will continue to be, enhanced by a strong ethical
culture within the organisation.
Jupiter has a Code of Conduct and Ethics (Code) which
sets the standards that all Directors, officers, employees,
consultants and contractors and all other people
representing the Company are expected to comply with in
relation to all commercial operations.
The Code also outlines the procedure for reporting any
breaches of the Code and the possible disciplinary action
the Company may take in respect of any breaches.
In addition to their obligations under the Corporations
Act 2001 (Cth) (Corporations Act) in relation to inside
information, all Directors, employees and consultants have
a duty of confidentiality to Jupiter in relation to confidential
information they possess.
In fulfilling their duties, each Director dealing with corporate
governance matters may obtain independent professional
advice at Jupiter’s expense after consultation with the
Chairman.
The Company ensures that all incumbent and new
personnel have a copy of the Code. It is also available
on Jupiter’s website at www.jupitermines.com/about-us/
corporate-governance
3 4
CORPOR ATE GOVERNANCE STATEMENT
JUPITER MINES LIMITED Principle ASX Recommendation
Comply
Comments
Principle 4 – Safeguard integrity in corporate reporting
4.1
The board of a listed entity should:
Yes
The Company has established an Audit Committee to
assist the Board in its oversight responsibilities in relation
to financial management and reporting, external audit
and financial risk management of the Company and
safeguarding the independence of the external auditor.
The Audit Committee Charter sets out the functions,
operating mechanisms and responsibilities of the Audit
Committee.
The Audit Committee presently consists of Paul Murray,
Andrew Bell and Mr Yeongjin Heo. Mr Murray and Mr Bell are
the Company’s only Directors who are both independent
and non-executive. Mr Murray acts as the chairman of the
Audit Committee.
The Audit Committee Charter also requires that all
committee members have a working familiarity with basic
accounting and finance practices and that at least one
member have financial expertise.
A copy of the Audit Committee Charter is available on
Jupiter’s website at www.jupitermines.com/about-us/
corporate-governance
Yes
As a matter of practice, Jupiter obtains declarations
from its Chief Executive Officer and Finance Director
substantially in the form referred to in Recommendation 4.2
before approving its financial statements.
(a) should have an audit committee which:
(i) has at least three members, all of whom are
non-executive directors and a majority of
whom are independent directors; and
(ii)
is chaired by an independent director, who
is not the chair of the board,
and disclose:
(iii) the charter of the committee;
(iv) the relevant qualifications and experience
of the members of the committee; and
(v)
in relation to each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings, or
(b) if it does not have an audit committee, disclose
that fact and the processes it employs that
independently verify and safeguard the
integrity of its corporate reporting, including
the processes for the appointment and removal
of the external auditor and the rotation of the
audit engagement partner.
The board of a listed entity should, before it
approves the entity’s financial statements for a
financial period, receive from its CEO and CFO
a declaration that, in their opinion, the financial
records of the entity have been properly maintained
and that the financial statements comply with
the appropriate accounting standards and give
a true and fair view of the financial position and
performance of the entity and that the opinion
has been formed on the basis of a sound system
of risk management and internal control which is
operating effectively.
4.2
4.3
A listed entity that has an AGM should ensure that
its external auditor attends its AGM and is available
to answer questions from security holders relevant
to the audit.
Yes
In accordance with the Company’s constitution and
the applicable provisions of the Corporations Act, the
Company requests its external auditor to attend each
annual general meeting and be available to answer
shareholder questions about the conduct of the audit and
the preparation and content of the auditor’s report.
CORPOR ATE GOVERNANCE STATEMENT
3 5
ANNUAL REPORT 2019 Principle ASX Recommendation
Comply
Comments
Principle 5 – Make timely and balanced disclosure
5.1
A listed entity should have a written policy for
complying with its continuous disclosure obligations
under the Listing Rules and disclose that policy or a
summary of it.
Yes
Jupiter has adopted a Continuous Disclosure Policy.
Principle 6 – Respect the rights of security holders
6.1
6.2
A listed entity should provide information about
itself and its governance to investors via its website.
Yes
A listed entity should design and implement an
investor relations program to facilitate effective
two-way communication with investors.
Yes
Jupiter is a “disclosing entity” pursuant to section 111AR of
the Corporations Act and, as such, is required to comply
with the continuous disclosure requirements of Chapter 3 of
the Listing Rules and section 674 of the Corporations Act.
The Company is committed to observing its disclosure
obligations under the Corporations Act and its obligations
under the Listing Rules.
Following admission to the ASX, the Company will post all
announcements provided to ASX on its website.
A copy of the Continuous Disclosure Policy is available
on Jupiter’s website at www.jupitermines.com/about-us/
corporate-governance
Information about Jupiter and its corporate governance,
including copies of the Company’s various corporate
governance policies and charters, are available on its
website at www.jupitermines.com/about-us.
Jupiter has adopted a Shareholder Communications Policy
to promote effective communication with Shareholders,
ensure all relevant information is disseminated to
Shareholders effectively and to encourage the
participation of Shareholders at Company general
meetings.
The Company communicates with Shareholders:
following admission to ASX, through releases to the
market via the ASX;
through Jupiter’s website;
through information provided directly to Shareholders;
and
at general meetings.
3 6
CORPOR ATE GOVERNANCE STATEMENT
JUPITER MINES LIMITED Principle ASX Recommendation
Comply
Comments
6.3
A listed entity should disclose the policies
and processes it has in place to facilitate and
encourage participation at meetings of security
holders.
Yes
6.4
A listed entity should give security holders the
option to receive communications from, and send
communications to, the entity and its security
registry electronically.
Yes
Jupiter supports Shareholder participation in general
meetings and seeks to provide appropriate mechanisms
for such participation, including by ensuring that meetings
are held at convenient times and places to encourage
Shareholder participation.
In preparing for general meetings, Jupiter drafts the
notice of meeting and related explanatory information so
that they provide all of the information that is relevant to
Shareholders in making decisions on matters to be voted
on by them at the meeting. This information is presented
clearly and concisely so that it is easy to understand and
not ambiguous.
Jupiter uses general meetings as a tool to effectively
communicate with Shareholders and allow Shareholders
a reasonable opportunity to ask questions of the Board of
Directors and to participate in the meeting.
Mechanisms for encouraging and facilitating Shareholder
participation are reviewed regularly to encourage the
highest level of Shareholder participation.
Jupiter considers that communicating with Shareholders
by electronic means is an efficient way to distribute
information in a timely and convenient manner.
Jupiter provides new Shareholders with the option to
receive communications from Jupiter electronically and
encourages them to do so. Existing Shareholders are also
encouraged to request communications electronically.
Jupiter will provide all Shareholders that have opted to
receive communications electronically with notifications
when it uploads an announcement or other communication
(including an annual reports and notice of meeting) to the
ASX announcements platform.
Principle 7 – Recognise and manage risk
7.1
The board should:
(a) have a committee or committees to oversee
risk, each of which:
(i) has at least three members, a majority of
whom are independent directors; and
(ii)
is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period,
the number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b) if it does not have a risk committee or
committees that satisfy (a) above, disclose
that fact and the processes it employs for
overseeing the entity’s risk management
framework.
No
Jupiter does not have a separate risk management
committee.
The Board as a whole is broadly responsible for risk
management, including the review of any risk management
system or series of systems that may be implemented by
management on a per-project basis. The Audit Committee
is responsible for the management of financial risk.
The Board considers that, given the Company’s current
scope of operations and the fact that only Mr Thapliyal
holds an executive position, efficiencies or other benefits
would not be gained by establishing a separate risk
management committee at present.
As the Company’s operations evolve, the Board will
reconsider the appropriateness of forming a separate risk
management committee.
CORPOR ATE GOVERNANCE STATEMENT
3 7
ANNUAL REPORT 2019 Principle ASX Recommendation
Comply
Comments
7.2
The board or a committee of the board should
review the entity’s risk management framework at
least annually to satisfy itself that it continues to be
sound; and disclose, in relation to each reporting
period, whether such a review has taken place.
Yes
7.3
A listed entity should disclose:
Yes
(a) if it has an internal audit function, how the
function is structured and what role it performs;
or
(b) if it does not have an internal audit function,
that fact and the processes it employs for
evaluating and continually improving the
effectiveness of its risk management and
internal control processes.
7.4
A listed entity should disclose whether it has any
material exposure to economic, environmental
and social sustainability risks and, if it does, how it
manages or intends to manage those risks.
Yes
The Board has responsibility for the monitoring of
risk management and reviews the Company’s risk
management framework on an annual basis to ensure that
the framework continues to be effective.
The Company will continue to disclose the outcome of the
annual risk management review in its annual reports.
Jupiter does not currently have an internal audit function.
This function is undertaken by relevant staff under the
direction of the Board.
The Company has adopted internal control procedures,
including the following:
the Company has authorisation limits in place for
expenditure and payments;
a Director or senior manager must not approve a
payment to themselves or a related party, other than
standard salary/directors fees in accordance with their
Board approved remuneration;
the Company prepares cash flow forecasts which
include materiality thresholds and which are regularly
reviewed; and
the Company regularly reviews its other financial
materiality thresholds.
The Board and senior management are charged
with evaluating and considering improvements to
the Company’s risk management and internal control
processes on an ongoing basis.
The Board considers that an internal audit function is not
currently necessary given the current size and scope of the
Company’s operations.
As the Company’s operations evolve, the Board will
reconsider the appropriateness of adopting an internal
audit function.
Jupiter’s primary business is the production and export
of manganese via its 49.9% beneficial interest in the Tshipi
Project in South Africa. As such, the Company is exposed
to the unique risks to which Tshipi é Ntle is exposed. This
includes, but is not limited to, the following key risks:
fluctuations in the price of manganese ore;
fluctuations in third party contractor costs;
any reduction in the global demand for steel;
risks arising from mining operations being concentrated
at one mine;
economic, political or social instability in South Africa
may effect operations or profits; and
a range of other economic, environmental and social
sustainability risks faced by all other mining industry
companies in an open economy.
3 8
CORPOR ATE GOVERNANCE STATEMENT
JUPITER MINES LIMITED Principle ASX Recommendation
Comply
Comments
Principle 8 – Remunerate fairly and responsibly
8.1
The board of a listed entity should have a
remuneration committee which:
Yes
The Company has established a RN Committee to assist
the Board in fulfilling its responsibilities with respect to:
(a) has at least three members, a majority of whom
are independent directors;
(b) is chaired by an independent director, and
disclose:
(c) the charter of the committee;
remuneration policies for non–executive Directors;
remuneration policies for executive Directors;
remuneration policies for executive management;
equity participation;
human resources policies; and
(d) the members of the committee; and
any other matters referred to the RN Committee by the
(e) as at the end of each reporting period, the
number of times the committee met throughout
the period and the individual attendances of
the members at those meetings.
Board.
The RN Committee Charter sets out the functions,
operating mechanisms and responsibilities of the
committee.
The RN Committee presently consists of Paul Murray,
Andrew Bell and Brian Gilbertson. Mr Murray and Mr Bell are
the Company’s only Directors who are both independent
and non-executive. Mr Murray acts as the chairman of the
RN Committee.
Following admission to the ASX, Jupiter will continue to
disclose at the end of each reporting period the number of
times the committee met throughout the relevant period.
A copy of the RN Committee Charter is available on
Jupiter’s website at www.jupitermines.com/about-us/
corporate-governance
8.2
8.3
A listed entity should separately disclose its policies
and practices regarding the remuneration of
non-executive directors and the remuneration of
executive directors and other senior executives.
Yes
Jupiter’s policies and practices regarding the remuneration
of executive and non-executive Directors and other
senior executives will be set out in the remuneration report
contained in Jupiter’s annual report for each financial year.
Yes
A listed entity which has an equity-based
remuneration scheme should have a policy on
whether participants are permitted to enter into
transactions (whether through the use of derivatives
or otherwise) which limit the economic risk of
participating in the scheme; and disclose that
policy or a summary of it.
Furthermore, Jupiter’s remuneration policies and practices
are subject to review by the RN Committee, as set out in
the Company’s RN Committee Charter.
Jupiter’s Share Trading Policy states the requirements
for all Directors, executives, employees, contractors and
consultants of the Company dealing in the Company’s
Securities.
The policy provides that Directors and senior executives
must not at any time enter into a transaction (e.g. writing a
call option) that operates or is intended to operate to limit
the economic risk of holdings of unvested Jupiter securities
under any equity-based remuneration schemes offered by
the Company.
A copy of the Share Trading Policy is available on Jupiter’s
website at www.jupitermines.com/about-us/corporate-
governance
CORPOR ATE GOVERNANCE STATEMENT
3 9
ANNUAL REPORT 2019 ANNUAL FINANCIAL REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2019
ABN 51 105 991 740 CONSOLIDATED ENTITY
4 0
CORPOR ATE GOVERNANCE STATEMENT
JUPITER MINES LIMITED STATEMENT OF CONSOLIDATED
PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 FEBRUARY 2019
Revenue
Cost of sales
Gross profit
Other income
Employee benefits expense
Depreciation of property, plant and equipment
Amortisation of intangible assets
Administrative expenses
Other expenses
Profit from operations
Share of profit from joint venture entities using the equity method
Reversal of/(impairment of) exploration and evaluation asset
Gain on sale of assets held for sale
Finance income
Finance costs
Foreign exchange (loss)/gain
Profit before income tax
Income tax expense
Net profit attributable to members of parent entity
Other comprehensive income
Items that may be subsequently transferred to profit or loss:
Translation of foreign currency financial statements
Fair value movements on available-for-sale financial assets
Items not to be reclassified to profit or loss in subsequent periods
Change in the fair value of equity instruments carried at FVOCI
Other comprehensive income/(loss) for the period, net of tax
Consolidated Group
Note
February 2019
$
February 2018
$
2
2
2
10
11
14
13
3
19
19
19
13,116,608
-
13,116,608
645,559
9,635,129
328,655
9,963,784
238,697
(7,462,473)
(1,498,751)
(763)
2,740
(87,404)
(3,920,195)
2,294,072
(287)
(12,244)
(51,795)
(2,264,161)
6,375,243
188,505,385
94,040,638
1,177,243
(4,119,418)
-
980,907
(578,223)
(3,329,515)
189,049,869
(51,016,370)
345,447
282,538
(139,845)
1,005,202
97,789,805
(5,584,142)
138,033,499
92,205,663
(310,412)
-
(496,638)
(807,050)
268,608
656,408
-
925,016
Total comprehensive income for the period
137,226,449
93,130,679
Profit for the year attributable to:
Owners of the parent
Total comprehensive income/(loss) attributable to:
Owners of the parent
Overall Operations
Basic earnings per share
Diluted earnings per share
137,226,449
92,205,663
(807,050)
925,016
0.0706
0.0706
0.0434
0.0434
The Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.
STATEMENT OF CONSOLIDATED PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
4 1
ANNUAL REPORT 2019 STATEMENT OF CONSOLIDATED
FINANCIAL POSITION
AS AT 28 FEBRUARY 2019
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other current assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Available for sale financial assets
Equity instruments at fair value through other comprehensive income
Property, plant and equipment
Intangible assets
Investments accounted for using the equity method
Exploration and evaluation assets
Deferred tax asset
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Income tax payable
Dividend payable
Employee benefits
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Deferred tax liability
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated profits
TOTAL EQUITY
Consolidated Group
Note
February 2019
$
February 2018
$
6
7
12
8
10
11
14
13
3
15
3
16
3
18
19
72,848,680
76,544,487
85,369,828
45,863,083
57,884
70,381
158,276,392
122,477,951
-
1,043,702
547,064
4,965
7,217
-
6,366
1,985
422,841,742
385,267,255
10,800,000
8,700,000
1,355,163
302,484
435,556,151
395,321,792
593,832,543
517,799,743
84,082,617
44,675,780
-
4,331,957
48,974,776
125,078
-
52,447
133,182,471
49,060,184
51,156,721
51,156,721
2,581,865
2,581,565
184,339,192
51,642,049
409,493,351
466,157,694
410,435,400
433,003,602
298,453
1,105,503
(1,240,502)
32,048,589
409,493,351
466,157,694
The above Statement of Financial Position should be read in conjunction with the accompanying notes.
4 2
STATEMENT OF CONSOLIDATED FINANCIAL POSITION
JUPITER MINES LIMITED STATEMENT OF CONSOLIDATED
CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2019
Note
Ordinary
Issued
Capital
$
Balance at 1 March 2017
526,639,293
Profit attributable to members of
parent entity
Total other comprehensive income for
the year
Total comprehensive income/(loss) for
the year
-
-
-
Shares bought back
18
(93,635,691)
-
Balance as at 28 February 2018
433,003,602
268,608
Profit attributable to members of
parent entity
Change in accounting policy arising
from AASB 9
Total other comprehensive income/(loss)
for the year
Total comprehensive income for the year
-
-
-
-
$
-
-
268,608
268,608
-
-
Foreign
Currency
Translation
Reserve
Equity
Instruments
at FVOCI
Reserve
Financial
Assets
Reserve
Accumulated
Profits/
(Losses)
Total
$
-
-
-
-
-
-
-
$
$
$
180,488
(51,395,961)
475,423,820
-
92,205,663
92,205,663
656,408
-
925,016
656,408
92,205,663
93,130,679
-
(8,761,112)
(102,396,803)
836,896
32,048,590
466,157,696
-
138,033,499
138,033,499
836,896
(836,896)
(310,412)
(496,638)
-
-
-
-
(807,050)
(310,412)
(340,258)
(836,896)
138,033,499
137,226,449
Shares bought back
Equity share based payment
Dividends paid/declared
18
18
(26,721,909)
4,153,707
-
-
-
-
-
-
-
Balance as at 28 February 2019
410,435,400
(41,804)
340,258
-
-
-
-
(24,398,266)
(51,120,175)
-
4,153,707
(146,924,327)
(146,924,327)
(1,240,502)
409,493,351
The Statement of Changes in Equity should be read in conjunction with the accompanying notes.
STATEMENT OF CONSOLIDATED CHANGES IN EQUIT Y
4 3
ANNUAL REPORT 2019 STATEMENT OF CONSOLIDATED
CASH FLOWS
FOR THE YEAR ENDED 28 FEBRUARY 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Other income
Income taxes paid
Net cash (used in)/from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
Purchase of intangible assets
Payments for exploration and evaluation of mining reserves
Sale of assets held for sale
Dividend received from investments
Interest received
Taxes paid
Net cash from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Share buy-backs
Proceeds from loan repayments
Dividend paid
Net cash used in financing activities
Consolidated Group
Note
February 2019
$
February 2018
$
23
10
11
14
(8,264,623)
(1,500,317)
15,790,578
17,293,092
(8,207,440)
(5,391,702)
(681,485)
10,401,073
(4,518)
(2,492)
(919,011)
-
(1,500)
(6,900)
(874,927)
3,071,641
150,918,449
27,744,378
318,997
306,254
(4,187,458)
-
146,123,967
30,238,946
18
(51,120,175)
(102,396,803)
-
52,452,358
(97,949,552)
-
(149,069,727)
(49,944,445)
Net decrease in cash and cash equivalents held
(3,627,245)
(9,304,452)
Cash and cash equivalents at beginning of financial period
6
76,544,487
84,709,260
Effect of exchange rates on cash holdings in foreign currencies
(68,562)
1,139,679
Cash and cash equivalents at the end of the financial period
72,848,680
76,544,487
The Statement of Cash Flows should be read in conjunction with the accompanying notes.
4 4
STATEMENT OF CONSOLIDATED CASH FLOWS
JUPITER MINES LIMITED NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2019
NOTE 1: SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
These consolidated financial statements and notes represent
those of Jupiter Mines Limited (“Jupiter”) and its Controlled Entities
(the “Consolidated Group” or “Group”).
The principal activities of Jupiter during the year have been
investment in the operating Tshipi Borwa Manganese Mine in
South Africa and the sale of manganese ore.
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 28 May 2019.
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.
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
The Group applies the acquisition method in accounting for
business combinations. The consideration transferred by the
Group to obtain control of a subsidiary is calculated as the
sum of the acquisition-date fair values of assets transferred,
liabilities incurred, and the equity interests issued by the Group,
which includes the fair value of any asset or liability arising from
a contingent consideration arrangement. Acquisition costs are
expensed as incurred.
The Group recognises identifiable assets acquired and liabilities
assumed in a business combination regardless of whether they
have been previously recognised in the acquiree’s financial
statements prior to the acquisition. Assets acquired and liabilities
assumed are generally measured at their acquisition-date fair
values.
Goodwill is stated after separate recognition of identifiable
intangible assets. It is calculated as the excess of the sum of: (a)
fair value of consideration transferred, (b) the recognised amount
of any non-controlling interest in the acquire, and (c) acquisition-
date fair value of any existing equity interest in the acquiree, over
the acquisition-date fair values of identifiable net assets. If the
fair values of identifiable net assets exceed the sum calculated
above, the excess amount (i.e. gain on a bargain purchase) is
recognised in profit or loss immediately.
(b) Interests in Joint Ventures
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. All amounts in the financial
report have been rounded to the nearest dollar. Tables may not
cast in all instances due to rounding.
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.
Jupiter Mines Limited is a for-profit entity for the purpose of
preparing the financial statements.
(a) Principles of Consolidation
The Group financial statements consolidate those of the Parent
Company and all of its subsidiaries as of 28 February 2019. The
parent controls a subsidiary if it is exposed, or has rights, to
variable returns from its involvement with the subsidiary and
has the ability to affect those returns through its power over the
subsidiary. All subsidiaries have a reporting date of 28 February.
A list of controlled entities is contained in Note 9 to the financial
statements.
A joint venture is an arrangement that the Group controls jointly
with one or more other investors, and over which the Group has
rights to a share of the arrangement’s net assets rather than
direct rights to underlying assets and obligations for underlying
liabilities.
Investments in joint ventures are accounted for using the equity
method.
Any goodwill or fair value adjustment attributable to the Group’s
share in the associate or joint venture is not recognised separately
and is included in the amount recognised as investment.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4 5
ANNUAL REPORT 2019 The carrying amount of the investment in associates and joint
ventures is increased or decreased to recognise the Group’s
share of the profit or loss and other comprehensive income of the
associate and joint venture, adjusted where necessary to ensure
consistency with the accounting policies of the Group.
(d) Property, Plant and Equipment
Each class of property, plant and equipment is carried at cost as
indicated less, where applicable, any accumulated depreciation
and impairment losses.
Unrealised gains and losses on transactions between the Group
and its associates and joint ventures are eliminated to the extent
of the Group’s interest in those entities. Where unrealised losses
are eliminated, the underlying asset is also tested for impairment.
(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 year 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
years in which significant amounts of deferred tax assets or
liabilities are expected to be recovered or settled.
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 Profit or Loss and Other Comprehensive Income
during the financial year 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
Depreciation Rate
Leasehold improvements
Furniture & fittings
Plant & equipment:
Motor vehicles
Site equipment
20.00%
33.33%
12.50%
33.33%
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 Profit or Loss and Other
Comprehensive Income.
4 6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUPITER MINES LIMITED (e) Exploration and Evaluation Expenditure
The adoption of AASB 9 has mostly impacted the following areas:
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 Profit or Loss and Other Comprehensive Income in
the year when the new information becomes available.
(f) 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 year.
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 years 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.
(g) Financial Instruments
AASB 9 Financial Instruments replaces AASB 139’s “Financial
Instruments: Recognition and Measurement” requirements.
It makes major changes to the previous guidance on the
classification and measurement of financial assets and introduces
an “expected credit loss” model for impairment of financial assets.
When adopting AASB 9, the Group elected not to restate prior
periods. Rather differences, if any, arising from the adoption of
AASB 9 in relation to classification, measurement, and impairment
are recognised in opening retained earnings as at 1 March 2018.
the classification and measurement of the Group’s financial
assets. Management holds most financial assets to hold
and collect the associated cash flows. However, investments
previously classified as available-for-sale (AFS) investments
are now measured at fair value through other comprehensive
income.
the impairment of financial assets applying the expected
credit loss model. This applies now to the Group’s trade
receivables. For trade receivables, the Group applies a
simplified model of recognising lifetime expected credit losses
as these items do not have a significant financing component.
the measurement of equity investments in other listed entities.
These investments were classified as available-for-sale under
AASB 139. The Group chose to make the irrevocable election
on transition to classify these investments as Equity FVTOCI as
permitted by AASB 9.
the recognition of gains and losses arising from the Group’s
from own credit risk. The Group continues to elect the fair value
option for any financial liabilities which means that fair value
movements from changes in the Group’s own credit risk would
be presented in other comprehensive income rather than profit
or loss.
Recognition and derecognition
Financial assets and financial liabilities are recognised when
the Group becomes a party to the contractual provisions of the
financial instrument.
Financial assets are derecognised when the contractual rights
to the cash flows from the financial asset expire, or when the
financial asset and substantially all the risks and rewards
are transferred. A financial liability is derecognised when it is
extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
Financial assets are classified according to their business model
and the characteristics of their contractual cash flows. Except for
those trade receivables that do not contain a significant financing
component and are measured at the transaction price in
accordance with AASB 15, all financial assets are initially measured
at fair value adjusted for transaction costs (where applicable).
Subsequent measurement of financial assets
For the purpose of subsequent measurement, financial
assets, other than those designated and effective as hedging
instruments, are classified into the following two categories:
Financial assets at amortised cost
Equity instruments at FVTOCI
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4 7
ANNUAL REPORT 2019 All income and expenses relating to financial assets that are
recognised in profit or loss are presented within finance costs,
finance income or other financial items, except for impairment of
trade receivables which is presented within other expenses.
Financial assets at amortised cost
Financial assets with contractual cash flows representing solely
payments of principal and interest and held within a business
model of ‘hold to collect’ contractual cash flows are accounted
for at amortised cost using the effective interest method. The
Group’s trade and most other receivables fall into this category
of financial instruments as well as bonds that were previously
classified as held-to-maturity under AASB 139.
Equity instruments at fair value through other comprehensive
income (Equity FVTOCI)
Investments in equity instruments that are not held for trading are
eligible for an irrevocable election at inception to be measured at
FVTOCI. Under this category, subsequent movements in fair value
are recognised in other comprehensive income and are never
reclassified to profit or loss. Dividend income is taken to profit or
loss unless the dividend clearly represents return of capital.
Trade and other receivables
The Group makes use of a simplified approach in accounting for
trade and other receivables and records the loss allowance at
the amount equal to the expected lifetime credit losses. In using
this practical expedient, the Group uses its historical experience,
external indicators and forward-looking information to calculate
the expected credit losses using a provision matrix. The Group
allows 1% for amounts that are 30 to 60 days past due, 1.5% for
amounts that are between 60 and 90 days past due and writes
off fully any amounts that are more than 90 days past due.
Financial assets at fair value through other comprehensive income
The Group recognises 12 months expected credit losses for
financial assets at FVTOCI. As most of these instruments have a
high credit rating, the likelihood of default is deemed to be small.
However, at each reporting date the Group assesses whether
there has been a significant increase in the credit risk of the
instrument.
In assessing these risks, the Group relies on readily available
information such as the credit ratings issued by the major credit
rating agencies for the respective asset. The Group only holds
simple financial instruments for which specific credit ratings are
usually available. In the unlikely event that there is no or only
little information on factors influencing the ratings of the asset
available, the Group would aggregate similar instruments into
a portfolio to assess on this basis whether there has been a
significant increase in credit risk.
In addition, the Group considers other indicators such as adverse
changes in business, economic or financial conditions that
could affect the borrower’s ability to meet its debt obligation or
unexpected changes in the borrowers operating results.
Should any of these indicators imply a significant increase in the
instrument’s credit risk, the Group recognises for this instrument or
class of instruments the lifetime expected credit losses.
Classification and measurement of financial liabilities
As the accounting for financial liabilities remains largely
unchanged from AASB 139, the Group’s financial liabilities were not
impacted by the adoption of AASB 9. However, for completeness,
the accounting policy is disclosed below.
The Group’s financial liabilities include only trade and other
payables.
Financial liabilities are initially measured at fair value, and, where
applicable, adjusted for transaction costs unless the Group
designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost
using the effective interest method.
All interest-related charges and, if applicable, changes in an
instrument’s fair value that are reported in profit or loss are
included within finance costs or finance income.
4 8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUPITER MINES LIMITED Reconciliation of financial instruments on adoption of AASB 9
The table below shows the classification of each class of financial assets under AASB 139 and AASB 9 as at 1 March 2018:
Financial assets
Original classification under
AASB 139
New classification under
AASB 9
AASB 139
Carrying Amount
AASB 9
Carrying Amount
Cash and cash equivalents
Loans and receivables
Amortised cost
$76,554,487
$76,554,487
Trade and other receivables
Loans and receivables
Amortised cost
$45,863,083
$45,863,083
Shares in listed companies1
Available for sale financial
assets at fair value
Fair value through Other
Comprehensive Income
(“FVTOCI”)
$1,043,702
$1,043,702
1 These investments in other listed securities were classified as Available-for-Sale under AASB 139. The Group chose to make the irrevocable election on transition to classify
these investments as Equity FVTOCI as permitted by AASB 9 as the shares are not held for trading purposes.
(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 Profit or Loss and Other 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.
(i) 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 wholly 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 high quality corporate bonds
with terms to maturity that match the expected timing of cash flows.
(j)
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.
(k) 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.
(l) Trade and Other Receivables
Trade receivables are initially measured at their transaction price.
Subsequent to initial recognition, they are measured at amortised
cost using the effective interest method.
The Group makes use of the simplified approach in accounting for
trade and other receivables and records the loss allowance at the
amount equal to the expected lifetime credit losses.
At each reporting date, the Branch recognises the change in
lifetime expected credit losses in profit or loss as an impairment
gain or loss.
(m) Revenue and Other Income
AASB 15 replaces AASB 118 Revenue, AASB 111 Construction Contracts
and several revenue-related Interpretations. AASB 15 Revenue from
Contracts with Customers outlines a single comprehensive model
of accounting for revenue arising from contracts with customers
and supersedes the previous revenue recognition criteria in AASB
118 Revenue. The core principle is that an entity recognises revenue
based on a five-step model to reflect the transfer of goods or
services, measured at the amount to which the Branch expects to be
entitled to in exchange for those goods or services.
The application of the five-step model in AASB 15 requires the exercise
of judgement, considering all facts and circumstances relevant to
each contract - the relevant judgements have been disclosed in
note 1. The standard also provides guidance on the accounting
treatment of costs attributable to fulfilling the contract, as well as the
incremental costs of obtaining the contract.
In terms of AASB 15, the Branch identifies each separate performance
obligation contained in the contract and allocates a portion of
the contract revenue to each performance obligation. Revenue is
then only recognised on the satisfaction of each of the relevant
performance obligations. Revenue from contracts with customers is
recognised when control is transferred to the customer.
AASB 15 replaces AASB 118 and all related amendments and
interpretations. AASB 15 Revenue from Contracts with Customers has
been adopted using the full retrospective method.
Interest revenue is recognised using the effective interest rate
method, which, for floating rate financial assets, is the rate inherent in
the instrument.
Full details are provided at Note 2.
All revenue is stated net of the amount of goods and services tax
(GST).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4 9
ANNUAL REPORT 2019 (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 Profit
or Loss and Other Comprehensive Income in the period in which
they are incurred.
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 Profit or Loss and Other
Comprehensive Income.
(o) Goods and Services Tax (GST)
Key judgements – revenue from contracts with customers
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.
(p) Trade and Other Payables
Trade and other payables are carried at cost and due to their
short term nature they are not discounted. They represent
liabilities for goods and services provided to the Group prior to
the end of the financial period 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.
(q) Comparative Figures
When required by Accounting Standards, comparative figures
have been adjusted to conform to changes in presentation for the
current financial period.
(r) Critical Accounting Estimates and
Judgements
The Directors evaluate estimates and judgements 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 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
The Jupiter Mines Limited (External Profit Company) (“ SA Branch”)
acted as an agent, as opposed to a principal, for all sales
contracts entered into during the financial year. In determining
whether the SA Branch acted as an agent, management
considered elements of control and risks assumed by the SA
Branch. The SA Branch earned a fixed percentage marketing fee
for the sales contracts, assumed limited risks (inventory, pricing) and
although the SA Branch obtained legal title of the goods this was
only obtained momentarily and did not demonstrate that the SA
Branch controlled the goods. Based on these factors, the Branch
considered it was acting in an agency relationship.
The revenue and associated trade receivables and trade payables
balances are calculated based on management’s best estimate
of the metal and moisture content of the ore shipped to customers.
Extensive sampling and surveying is performed prior to shipment
in an effort to ensure the accuracy of these estimations. Due to
the inherent limitations of sampling and the method of transport,
variances in the metal and moisture content measured on arrival
at the discharge port may be different from those estimated by
management on the date of the sale. Variances in the metal and
moisture content of the shipped ore on arrival at the discharge port
will have an impact on the profitability of the SA Branch.
(s) Foreign Currency Translation
(i) Functional and presentation currency
The functional and presentation currency of Jupiter and its
subsidiaries is Australian dollars ($). The presentation and
functional currency for the interest in Tshipi is the South African
Rand.
The results are translated into Australian dollars for disclosure in
Jupiter’s consolidated accounts.
Non-monetary items that are measured in terms of historical cost
in a foreign currency are translated using the exchange rate as at
the initial transaction. Non-monetary items measured at fair value
in a foreign currency are translated using the exchange rates at
the date when the fair value was determined.
(ii) Translation of interest in Joint Venture functional currency
to presentation currency
The results of the South African Joint Venture interest are
translated into Australian dollars using an average rate over the
period of the transactions. Assets and liabilities are translated at
exchange rates prevailing at reporting dates.
5 0
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUPITER MINES LIMITED New accounting standards not yet effective
New/revised
pronouncement
Superseded
pronouncement
Nature of change
AASB 16 Leases
AASB 117 Leases
AASB 16:
Effective date
(annual reporting
periods ending
on or after ….)
1 January 2019
Int. 4 Determining
whether an
Arrangement contains
a Lease
replaces AASB 117 Leases and some
lease-related Interpretations
requires all leases to be accounted for
‘on-balance sheet’ by lessees, other than
short-term and low value asset leases
Int. 115 Operating
Leases—Lease
Incentives
provides new guidance on the
application of the definition of lease and
on sale and lease back accounting
largely retains the existing lessor
accounting requirements in AASB 117
requires new and different disclosures
about leases
Int. 127 Evaluating
the Substance of
Transactions Involving
the Legal Form of a
Lease
NOTE 2: REVENUE
Sales revenue
Cost of sales
Marketing fee revenue
Gross profit
Other income
Other income
Likely impact on initial
application
The entity is yet to
undertake a detailed
assessment of the impact
of AASB 16. However, based
on the entity’s preliminary
assessment, the Standard
is not expected to have
a material impact on the
transactions and balances
recognised in the financial
statements when it is first
adopted for the year ending
28 February 2020.
Consolidated Group
February 2019
$
February 2018
$
-
-
(413,595)
328,655
13,116,608
10,048,724
13,116,608
9,963,784
645,559
645,559
238,697
238,697
The “SA Branch” is registered in South Africa for the purpose of the
sale and export of Jupiter’s share of Tshipi manganese ore.
The negative sales revenue and cost of sales in FY2018 were due
to adjustments made at between load port and discharge port.
From 1 March 2017, Jupiter earned only a marketing fee on an
agency basis, meaning ore is purchased by Jupiter Mines (South
Africa) via Jupiter Mines (Australia).
AASB 15 Revenue from Contracts with Customers outlines a single
comprehensive model of accounting for revenue arising from
contracts with customers and supersedes the previous revenue
recognition criteria in AASB 118 Revenue. The core principle is
that an entity recognises revenue based on a five-step model to
reflect the transfer of goods or services, measured at the amount
to which the SA Branch expects to be entitled to in exchange for
those goods or services.
The application of the five-step model in AASB 15 requires the
exercise of judgement, considering all facts and circumstances
relevant to each contract - the relevant judgements have been
disclosed in note 1. The standard also provides guidance on the
accounting treatment of costs attributable to fulfilling the contract,
as well as the incremental costs of obtaining the contract.
In terms of AASB 15, the SA Branch identifies each separate
performance obligation contained in the contract and allocates a
portion of the contract revenue to each performance obligation.
Revenue is then only recognised on the satisfaction of each of
the relevant performance obligations. Revenue from contracts
with customers is recognised when control is transferred to the
customer.
AASB 15 replaces AASB 118 and all related amendments and
interpretations. AASB 15 Revenue from Contracts with Customers
has been adopted using the full retrospective method.
Sale of Manganese Ore
The SA Branch undertook an assessment on the impact of the
new revenue standard by reviewing the contractual terms of
manganese ore sale agreements. The primary focus was to
identify whether the SA Branch is acting in a principle or agency
capacity on the basis of whether the SA Branch controls the
manganese ore before it is transferred to the customer.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5 1
ANNUAL REPORT 2019 Marketing fee income is determined based on the final metal and
moisture content at the discharge port. On the bill of lading date,
the provisional marketing fee income is recognised based on the
load port metal and moisture content which is considered to be
the best estimate. Once the final metal and moisture content
is determined on finalisation of the sales transaction, typically
between 2 and 3 months later, the marketing fee income initially
recognised is adjusted subsequently. At the reporting period, the
fair value of the original marketing fee income and associated
receivable is adjusted by reference to the best estimate of the
actual metal and moisture content. The changes in fair value are
recorded as an adjustment to marketing fee income.
On the bill of lading date, there is no uncertainty regarding
Jupiter’s entitlement to the marketing fee as their responsibilities
under the marketing fee arrangement have been performed and
they have an unconditional right to the marketing fee on this
date. The marketing fee amount receivable will only be adjusted
for the final metal and moisture content, as stated above. Jupiter
invoices Tshipi for the marketing fee once the final metal and
moisture content can be determined and the customer has paid
Tshipi for the final invoice. The payment is typically three months
after the marketing fee income was first recognised and the
contract is therefore considered to be short term in nature.
Under AASB 15, the accounting for marketing fee income
will remain unchanged in that marketing fee income will be
recognised when control passes to the customer, which will
continue to be the date of delivery when risks and rewards passed
to the customer under the previous accounting standard AASB 118.
The adoption of the standard did not impact profit or loss for
the period, there was no impact on the statement of cash flows
and there was no required adjustment to the opening balance of
retained earnings.
Given the Branch only takes control of the goods momentarily
before control passes to the customer as well as the limited risks
which the Branch assumes the Branch is considered to be acting
in an agency capacity.
The nature of the SA Branch’s contracts are to arrange for the
goods (manganese ore) to be provided by another party (Tshipi)
and therefore the SA Branch is acting in an agency capacity,
facilitating the sale between Tshipi and the customer. Under
the previous accounting standard, AASB 118, all sales contracts
entered into, where the purchase price of the manganese ore was
equal to the selling price, the SA Branch was also considered to
have been acting in an agency capacity.
Marketing Fee Income
The SA Branch receives a fixed commission on each sale based
on the FOB selling price. The amount and timing of revenue to
be recognised from marketing fee income under AASB 15 was
considered below against the five step model:
There is a contract with Tshipi, for each parcel sold, which
entitles the SA Branch to receive the commission. The contract
has commercial substance and both parties are committed to
performing their obligations;
The performance obligation for the SA Branch in respect to
each sale is that the SA Branch needs to facilitate the sale
between the customer and Tshipi;
The transaction price can be determined as it is calculated as
a fixed percentage of the FOB selling price;
There is only one performance obligation in the contract and
therefore the whole transaction price has been allocated to
this performance obligation;
Revenue is recognised when the performance obligation is
satisfied. The performance obligation of the SA Branch is
considered to be satisfied when control passes from Tshipi to
the customer. Control passes to the customer when the ore
passes over the rail of the vessel (bill of lading date), this is
when the customer has the obligation to pay for the goods
transferred and when risk and rewards of ownership are
transferred to the customer.
5 2
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUPITER MINES LIMITED
NOTE 3: INCOME TAX EXPENSE AND DEFERRED TAXES
The major components of tax expense and the reconciliation of the expected tax expense based on the domestic effective tax rate of
Jupiter Mines at 30% (2018: 30%) and the reported tax expense in the profit or loss are as follows:
Tax expense comprises:
(a) Current tax
Add:
Deferred income tax relating to origination and reversal of temporary differences
Origination and reversal of timing differences
Utilisation of unused tax losses
Recognition of deferred tax assets tax losses
Under/(over) provision in respect of prior years
Tax Expense
(b) Accounting profit before tax
Domestic tax rate for Jupiter Mines Limited at 30% (2018: 30%)
Tax rate differential
Other expenditure not allowed or allowable for income tax purposes
Deferred Tax Asset losses not brought to account
Under provision in respect of prior years
Share of profit in equity accounted investments
Deferred tax adjustment on Tshipi investment
Income tax expense
Consolidated Group
February 2019
$
February 2018
$
3,448,222
6,354,708
48,684,161
-
(1,269,180)
(1,137,146)
398,033
-
153,167
(31,453)
51,016,370
5,584,142
189,049,869
97,789,805
56,714,961
(258,569)
3,108,264
-
153,167
29,336,942
(1,614,911)
438,261
3,786,681
-
(46,572,620)
(26,331,379)
37,871,167
51,016,370
-
5,584,142
Deferred taxes arising from temporary differences and unused tax losses can be summarised as follows:
Deferred Tax Assets (Liabilities)
Liabilities
Property, plant and equipment
Exploration
Other
Investments using the equity method
Balance as at 28 February 2019
Assets
Trade and other receivables
Pension and other employee obligations
Provisions
Other
Tax losses
Balance as at 28 February 2019
Net Deferred Tax Liabilities
Opening balance
1 March 2018
Recognised in Profit and
Loss During the Year
Closing Balance
28 February 2019
11,087
(2,592,900)
(52)
-
(2,581,865)
107,782
5,950
15,450
173,301
-
302,484
(2,279,381)
(236)
(630,000)
(94,458)
(47,850,162)
(48,574,856)
(107,782)
21,878
2,760
(133,356)
1,269,180
1,052,680
(47,522,176)
10,851
(3,222,900)
(94,510)
(47,850,162)
(51,156,721)
-
27,828
18,210
39,945
1,269,180
1,355,163
(49,801,558)
The equity method of accounting under AASB 128 and AASB 112 for income taxes requires the recording of an income tax expense and a
deferred tax liability for changes in the equity of an investment where a gain on the sale of the investment could be subject to tax.
As a result of the migration to Australia during the year of Jupiter Kalahari SA (now Jupiter Kalahari Pty Ltd), the controlled entity which
holds the investment in Tshipi e Ntle Manganese Mining Proprietary Limited, a future gain arising on disposal of the investment will now be
prima facie be subject to tax.
Accordingly, whilst the Group is not intending to realise its investment, it is required to record a current year income tax expense and an
increase in the deferred tax liability of $47,850,162, which is the amount of tax referrable to the cumulative net prior years’ and current years’
increase in the equity value of the investment. Notwithstanding the recognition of the above non-cash charge, the Group has determined
that that migration of Jupiter Kalahari to Australia will result in an improved Group corporate structure for shareholders.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5 3
ANNUAL REPORT 2019 NOTE 4: AUDITORS’ REMUNERATION
Amounts paid or payable to the auditors of the Company and charged as an expense were:
Audit and review of the financial statements
Auditors of Jupiter Mines Limited
Auditors of subsidiary or related entities
Remuneration for audit and review of financial statements
Other non-audit services
Taxation and other services
Corporate finance
Total other service remuneration
Total auditors’ remuneration
Consolidated Group
February 2019
$
February 2018
$
148,453
11,739
160,192
54,081
10,000
64,081
224,273
140,262
182,798
323,060
32,100
60,000
92,100
415,160
NOTE 5: EARNINGS PER SHARE
Both the basic and diluted earnings per share have been calculated using the profit attributable to shareholders of the parent Company
(Jupiter Mines Limited).
Reconciliation of earnings to net profit for the year
Net profit
Weighted average number of ordinary shares outstanding during the year used in calculating
basic EPS and dilutive EPS
Consolidated Group
February 2019
$
February 2018
$
138,033,499
92,205,663
No.
No.
1,955,297,513
2,126,815,701
Profit per share
$0.0706
$0.0434
NOTE 6: CASH AND CASH EQUIVALENTS
Cash at bank and in hand
Short-term bank deposits
Restricted cash
Cash in transit
Consolidated Group
February 2019
$
February 2018
$
11,283,723
9,375,739
61,564,957
10,237,361
-
-
52,766,038
4,165,349
72,848,680
76,544,487
The effective interest rate on short-term bank deposits was 2.07%; (February 2018: 0.34%) the term deposits range between 30 and 90 days.
Restricted cash in 2018 represented funds that were held in trust for payment of the equal access share buy-back proceeds to
shareholders on 19 March 2018. Cash in transit in 2018 represented an inter-account transfer effected on 28 February 2018 but not cleared
until 1 March 2018.
5 4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUPITER MINES LIMITED NOTE 7: TRADE AND OTHER RECEIVABLES
Trade receivables
GST and VAT receivables
Income tax refundable
Sundry receivables
Consolidated Group
February 2019
$
February 2018
$
83,765,330
45,679,877
167,417
276,341
1,160,740
93,363
-
89,843
85,369,828
45,863,083
All of the Group’s trade and other receivables have been reviewed for indicators of impairment. It was found that the Group’s exposure to
bad debts is not significant. Due to the short term nature of these receivables, their carrying value is assumed to approximate their fair
value.
Details regarding the foreign exchange and interest rate risk exposure are disclosed in Note 26.
The majority of trade receivables represent amounts receivable by Jupiter South Africa branch relating to the sale of manganese ore to
third party customers. Refer to Note 2 for further details.
NOTE 8: EQUITY INSTRUMENTS AT FAIR VALUE THROUGH OTHER
COMPREHENSIVE INCOME
Financial assets at FVOCI includes equity instruments.
The Group chose to make the irrevocable election on transition to classify listed equity securities as Equity FVOCI:
Shares in listed corporations
NOTE 9: INTERESTS IN SUBSIDIARIES
Controlled entities consolidated
Parent Entity:
Jupiter Mines Limited
Subsidiaries of Jupiter Mines Limited:
Future Resources Australia Pty Limited
Central Yilgarn Iron Pty Limited
Broadgold Corporation Pty Limited
Jupiter Kalahari Pty Ltd*
Jupiter Mines Limited (Incorporated in Australia) External Profit Company
South Africa
During the period all Controlled Entities with the exception of Jupiter Kalahari Pty Ltd were dormant.
* During the year, Jupiter Kalahari S.A. was migrated from Luxembourg to Australia and registered as Jupiter Kalahari Pty Ltd.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Group
February 2019
$
February 2018
$
547,064
-
Percentage Owned (%)*
Country of
Incorporation
February 2019
February 2018
Australia
Australia
Australia
Australia
Australia
100
100
100
100
100
100
100
100
100
100
5 5
ANNUAL REPORT 2019 NOTE 10: PROPERTY, PLANT AND EQUIPMENT
Details of the Group’s property, plant and equipment and their carrying amounts are as follows:
Gross carrying amount
Balance as at 1 March 2018
Additions
Leasehold
Improvements
Plant and
Equipment
Furniture and
Fittings
$
$
$
Total
$
110,923
3,733,292
195,740
4,039,955
-
4,518
-
4,518
Balance as at 28 February 2019
110,923
3,737,810
195,740
4,044,473
Depreciation and impairment
Balance as at 1 March 2018
Depreciation
(110,923)
(3,726,926)
(195,740)
(4,033,589)
-
(5,919)
-
(5,919)
Balance as at 28 February 2019
(110,923)
(3,732,845)
(195,740)
(4,039,508)
Carrying amount as at 28 February 2019
-
4,965
-
4,965
Gross carrying amount
Balance as at 1 March 2017
Additions
Leasehold
Improvements
Plant and
Equipment
Furniture and
Fittings
$
$
$
Total
$
110,923
3,731,792
195,740
4,038,455
-
1,500
-
1,500
Balance as at 28 February 2018
110,923
3,733,292
195,740
4,039,955
Depreciation and impairment
Balance as at 1 March 2017
Depreciation
(110,923)
(3,405,351)
(195,740)
(3,712,014)
-
(321,575)
-
(321,575)
Balance as at 28 February 2018
(110,923)
3,726,926
(195,740)
(4,033,589)
Carrying amount as at 28 February 2018
-
6,366
-
6,366
Depreciation charges of $5,156 relating to the CYIP assets are capitalised to Exploration and Evaluation Assets. Other depreciation is
expensed to the Statement of Profit or Loss and Other Comprehensive Income of $763.
5 6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUPITER MINES LIMITED NOTE 11: INTANGIBLE ASSETS
Detail of the Group’s other intangible assets and their carrying amounts are as follows:
Gross carrying amount
Balance as at 1 March 2018
Additions, separately acquired
Balance as at 28 February 2019
Amortisation and impairment
Balance as at 1 March 2018
Reversal of amortisation
Balance as at 28 February 2019
Carrying amount at 28 February 2019
Gross carrying amount
Balance as at 1 March 2017
Additions, separately acquired
Balance as at 28 February 2018
Amortisation and impairment
Balance as at 1 March 2017
Amortisation
Balance as at 28 February 2018
Carrying amount as at 28 February 2018
Software
Licenses $
345,012
2,492
347,504
Total $
345,012
2,492
347,504
(343,027)
(343,027)
2,740
2,740
(340,287)
(340,287)
7,217
7,217
Software
Licenses $
338,112
6,900
345,012
Total $
338,112
6,900
345,012
(330,783)
(330,783)
(12,244)
(12,244)
(343,027)
(343,027)
1,985
1,985
Intangible assets have finite useful lives. The current amortisation charges for intangible assets are included under depreciation and
amortisation expense per the Statement of Profit or Loss and Other Comprehensive Income. All software is amortised over 3 years.
NOTE 12: OTHER CURRENT ASSETS
Deposits
Consolidated Group
February 2019
$
February 2018
$
57,884
57,884
70,381
70,381
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5 7
ANNUAL REPORT 2019 NOTE 13: EXPLORATION AND EVALUATION ASSETS
Opening Balance
Additions
Reversal of impairment/(impairment)
Closing Balance
Costs carried forward in respect of the following areas of interest:
Mount Mason
Mount Ida
Consolidated Group
February 2019
$
February 2018
$
8,700,000
11,632,006
922,757
1,177,243
1,187,412
(4,119,418)
10,800,000
8,700,000
800,000
600,000
10,000,000
8,100,000
10,800,000
8,700,000
Jupiter again commissioned an independent valuation of its iron ore assets in line with valuation and accounting standards. The valuation
recommended the Mount Ida Magnetite Project to be valued at between $4 million and $16 million, and the Mount Mason DSO Hematite
Project valued at between $0.3 million and $0.8 million. After examining market conditions, the Board has resolved to adopt valuations of
$10 million for Mount Ida and $0.8 million for Mount Mason and recognised a reversal of prior year impairments of $1,012,430 and $164,813
million respectively. These amounts have been recognised in Statement of Profit or Loss and Other Comprehensive Income.
NOTE 14: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Set out below is the Joint Venture held by the Group as at 28 February 2019, in which the opinion of the Directors, are material to the
Group. The entity listed below has share capital consisting solely of ordinary shares, which are held directly by the Group. The country of
incorporation or registration is also their principal place of business, and the proportion of the Group’s ownership interest is the same as the
proportion of voting rights held. Interest in this entity is held through a fully controlled entity, Jupiter Kalahari Pty Ltd.
Name of Entity
Tshipi é Ntle Manganese Mining
Proprietary Limited
Ownership interest held by the Group
Country of
Incorporation
February 2019
February 2018
Nature of
Relationship
Measurement
Method
South Africa
49.9%
49.9%
Joint Venture
Joint Venture
Summarised Financial Information
Tshipi é Ntle Manganese Mining Proprietary Limited
Opening carrying value of joint venture
Share of profit using the equity method
Dividend paid
Other movements
Decrease of shareholder loan
Total investments using the equity method
February 2019
$
February 2018
$
385,267,255
345,556,557
188,505,385
94,040,638
(150,918,449)
(27,744,378)
(12,449)
-
-
(26,585,562)
422,841,742
385,267,255
5 8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUPITER MINES LIMITED February 2019
$
February 2018
$
210,782,558
153,052,585
246,269,470
247,584,419
457,052,028
400,637,005
52,674,648
40,621,222
63,117,905
63,403,729
115,792,553
104,024,951
-
-
341,259,475
296,612,054
54,485,916
21,674,291
Current assets (a)
Non-current assets
Total assets
Current liabilities (b)
Non-current liabilities
Total liabilities
Net assets
(a)
(b)
Includes cash and cash equivalents
Includes financial liabilities (excluding trade and other payables)
11,359,877
762,461
Revenue
Profit for the year
Other comprehensive income for the year
Total other comprehensive income for the year
Depreciation and amortisation
Tax expense
-
-
-
-
377,766,335
188,458,149
-
-
-
-
55,293,434
41,093,863
146,968,850
80,333,838
In accordance with the Group’s accounting policies and processes, the Group performs impairment testing annually at 28 February. The Board
has considered its Tshipi investment with regards to impairments indicators under AASB 136 and both internal and external sources of information
and does not believe any indicators to exist. Hence an independent valuation has not been commissioned for the 2019 financial year.
NOTE 15: TRADE AND OTHER PAYABLES
Trade payables
Sundry payables and accrued expenses
Consolidated Group
February 2019
$
February 2018
$
82,217,567
43,432,749
1,865,050
1,243,031
84,082,617
44,675,780
Due to the short term nature of these payables, their carrying value is assumed to approximate to their fair value.
The majority of trade payables represent amounts payable to Tshipi relating to the purchase of manganese ore. Refer to Note 2 for further
information.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5 9
ANNUAL REPORT 2019 NOTE 16: CURRENT PROVISIONS
All provisions are considered current. The carrying amounts and movements in the provisions account are as follows:
Carrying amount 1 March 2018 – employee benefits
Additional provisions
Amount utilised
Reversals
Carrying amount 28 February 2019
Carrying amount 1 March 2017 – employee benefits
Additional provisions
Amount utilised
Reversals
Carrying amount 28 February 2018
NOTE 17: EMPLOYEE REMUNERATION
Expenses recognised for employee benefits are analysed below:
Employee benefits - expense
Salary and wages
Superannuation costs
Payroll and other taxes
Bonuses paid/payable
Employee benefits expense
52,447
99,671
(27,040)
-
125,078
18,972
45,612
(4,474)
(7,663)
52,447
1,650,617
576,805
47,180
16,726
5,747,950
7,462,473
23,376
555
898,015
1,498,751
Bonuses relate to payments paid or accrued to the Chief Executive Officer and Finance Director. Refer to Remuneration Report for further
details.
NOTE 18: EQUITY
The share capital of Jupiter Mines consists only of fully paid ordinary shares; the shares do not have a par value. All shares are equally
eligible to receive dividends and the repayment of capital and represent one vote at the shareholders’ meeting of Jupiter Mines.
Shares issued and fully paid:
Beginning of the year
2019
No. Shares
2018
No. Shares
February 2019
$
February 2018
$
2,064,522,718
2,281,835,383
433,003,602
526,639,293
13 March 2017 share buy-back ($0.5264 per share)
5 December 2017 share buy-back ($0.2767 per share)
-
-
(134,190,158)
(83,122,507)
-
-
(70,635,693)
(22,999,998)
19 March 2018 share buy-back ($0.023 per share)
(116,182,215)
18 July 2018 director share issue to CEO (value at grant date)
10,650,530
-
-
(26,721,909)
4,153,707
-
-
Total contributed equity at 28 February
1,958,991,033
2,064,522,718
410,435,400
433,003,602
6 0
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUPITER MINES LIMITED NOTE 19: RESERVES
Balance at 1 March 2017
Foreign Currency
Translation
Reserve
$
-
Net exchange differences on translation foreign operations
268,608
Current year movement, net of tax
Balance as at 28 February 2018
Change in accounting policy arising from AASB 9
Current year movement, net of tax
Balance as at 28 February 2019
-
268,608
-
(310,412)
(41,804)
Equity
Instruments at
FVOCI Reserve
Financial Assets
Reserve
$
-
-
-
-
836,896
(496,638)
340,258
180,488
-
656,408
836,896
(836,896)
-
-
Total
$
180,488
268,608
656,408
1,105,503
-
(807,050)
298,453
NOTE 20: CAPITAL AND LEASING COMMITMENTS
The Group leases an office under an operating lease. The future minimum lease payments are as follows:
Non-cancellable operating leases contracted for but not capitalised in financial statements:
Minimum lease payments
Not later than 12 months
Between 12 months and 5 years
Consolidated Group
February 2019
$
February 2018
$
52,797
13,294
66,091
13,039
-
13,039
This is made up of a non-cancellable lease of 2 years however it can be subleased (with prior consent of Lessor). Amounts include rent,
outgoings and cleaning with 4.5% annual rent review increase. It does not take into account reduced guarantees or returned deposits
or incentives. Figures based on 1 year and 3 months (1 March 2019 to 31 May 2020) which is the end of the lease. The expense recognised
for the operating lease was $54,809 (2018: $54,960). The property lease is non-cancellable for two years, with rent payable monthly in
advance.
Expenditure Commitments
In order to maintain current rights of tenure to mining tenements, the Company and Group are required to perform minimum 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 $503,888 (2018: $474,484) and exploration expenditure of $676,100 (2018: $676,100).
NOTE 21: CONTINGENT LIABILITIES AND 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 $57,884 (2018: $57,884). Total utilised at reporting date
was $57,884 (2018: $57,884).
Contingent assets
No contingent assets exist as at 28 February 2019 or 28 February 2018.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
61
ANNUAL REPORT 2019 NOTE 22: SEGMENT REPORTING
The Group operates in the mining industry. 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 its exploration and production interests. These are considered to be the
Central Yilgarn Iron Exploration Project (Iron Ore), located in Australia, the producing Tshipi Mine (Manganese) located in South Africa, and
Jupiter’s South African branch which carries out the sale of manganese ore. The remaining items of revenue, expenses, assets and liabilities
relate to corporate operations. Any transactions between reportable segments have been offset for these purposes.
Segment information for the reporting period is as follows:
CYIP – Iron
Ore (Australia)
Jupiter Mines
– Manganese
(South Africa)
Tshipi –
Manganese
(South Africa)
28 February 2019
Marketing fee revenue
Cost of sales
Other income
Employee benefits expense
Other expenses
Segment operating profit
Share of profit from joint venture entities using the equity method
Reversal of impairment of exploration and evaluation assets
1,177,243
$
-
-
-
-
-
-
-
$
13,116,608
-
-
(417,509)
(427,282)
12,271,817
-
-
Total
$
13,116,608
-
-
(417,509)
(427,282)
12,271,817
$
-
-
-
-
-
-
Finance costs
Foreign exchange gain
Total
Corporate
Net profit before tax from continuing operations
Segment assets
Corporate assets
Total assets
Segment liabilities
Corporate liabilities
Total liabilities
188,505,385
188,505,385
-
-
-
1,177,243
(470,871)
829,704
-
(470,871)
829,704
1,177,243
12,630,650
188,505,385
202,313,278
(13,263,409)
189,049,869
10,800,000
90,164,207
422,841,742
523,805,949
70,026,594
593,832,543
-
(82,276,954)
-
(82,276,954)
(102,062,238)
(184,339,192)
6 2
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUPITER MINES LIMITED CYIP – Iron
Ore (Australia)
Jupiter Mines
– Manganese
(South Africa)
Tshipi –
Manganese
(South Africa)
28 February 2018
Sale of manganese ore
Marketing fee revenue
Cost of sales
Other income
Employee benefits expense
Other expenses
Segment operating profit
Share of profit from joint venture entities using the equity method
Impairment of investment in joint venture entities
(4,119,418)
$
-
-
-
-
-
-
-
$
(413,595)
10,048,724
328,655
-
(378,143)
(327,381)
9,258,260
-
-
Total
$
(413,595)
10,048,724
328,655
-
(378,143)
(327,381)
9,258,260
$
-
-
-
-
-
-
-
Finance costs
Foreign exchange loss
Total
Corporate
Net profit before tax from continuing operations
Segment assets
Corporate assets
Total assets
Segment liabilities
Corporate liabilities
Total liabilities
94,040,638
94,040,638
-
-
-
(4,119,418)
(158,204)
(478,321)
-
(158,204)
(478,321)
(4,119,418)
8,621,736
94,040,638
98,542,956
(753,250)
97,789,805
8,705,157
49,892,882
385,267,255
443,865,294
73,934,449
517,799,743
-
(44,752,145)
-
(44,752,145)
(6,889,904)
(51,642,049)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6 3
ANNUAL REPORT 2019 NOTE 23: RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES
Profit after income tax
Adjustments for:
Depreciation and amortisation
Impairment/(reversal of impairment) of exploration interests
Interest accrued and not yet paid
Foreign exchange differences
Consolidated Group
February 2019
$
February 2018
$
138,033,499
92,205,663
(1,977)
12,531
(1,177,243)
4,119,418
(34,710)
(173)
3,282,948
(3,286,639)
Share of profit from joint venture entities using equity method
(188,505,385)
(94,040,638)
Assets held for sale
Equity based share payment
Net changes in working capital:
-
2,726,193
4,153,707
-
(Increase)/decrease in trade and other receivables
(76,735,084)
(35,070,025)
(Increase)/decrease in other assets
Increase/(decrease) in trade payables and other creditors
Increase/(decrease) in provisions
Increase/(decrease) in deferred tax liability
Net cash (used in)/from operating activities
-
(17,225)
72,707,657
44,521,672
72,926
863
47,522,177
(770,567)
(681,485)
10,401,073
NOTE 24: EVENTS AFTER THE REPORTING DATE
These financial statements were authorised for issue on 28 May 2019 by Director Priyank Thapliyal.
No adjusting or significant non-adjusting events have occurred between the reporting data and the date of authorisation.
6 4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUPITER MINES LIMITED NOTE 25: RELATED PARTY TRANSACTIONS
The Group’s related parties include its associates and joint venture, key management and others as described below.
Unless otherwise stated, none of the transactions incorporate special terms and conditions and no guarantees were given or received.
Outstanding balances are settled in cash.
Transactions with key management personnel:
Director fees paid to Andrew Bell Consultants,
a company in which Mr A Bell has a beneficial interest
Director fees paid to Mr P Murray
Director fees paid to Mr B Gilbertson
Expenses reimbursed to Pallinghurst Advisors LLP,
a company in which Mr B Gilbertson has a beneficial interest
Expenses reimbursed to Pallinghurst GP Limited,
a company in which Mr B Gilbertson has a beneficial interest
Expenses reimbursed to Mr B Gilbertson
Expenses reimbursed to Mr P Thapliyal
Expenses reimbursed to Mr P Murray
Short term employee benefits
Salaries including bonuses
Superannuation & equivalents
Other short-term benefits
Total short-term employee benefits
Share-based payments
Total remuneration
Transactions with joint ventures:
Consolidated Group
February 2019
$
February 2018
$
60,000
37,500
66,000
132,500
35,440
38,500
-
226,729
45,866
44,932
93,259
100,812
471
17,622
103,678
-
2,715,401
1,050,398
42,247
17,870
2,775,518
4,153,707
6,959,225
22,486
-
1,072,884
-
1,072,884
Trade amounts receivable from Tshipi é Ntle Manganese Mining Proprietary Limited
(Marketing, management fee and other fees)
Trade amounts payable to Tshipi é Ntle Manganese Mining Proprietary Limited
(Purchases and other charges)
5,621,153
24,944
80,609,630
44,342,305
NOTE 26: FINANCIAL INSTRUMENT RISK
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 9 as detailed in the accounting policies to these
financial statements, are as follows:
Financial Assets
Cash and cash equivalents
Trade and other receivables
Equity instruments at FVOCI
Other current assets
Financial Liabilities
Trade and other payables
Consolidated Group
February 2019
$
February 2018
$
72,848,680
76,544,487
85,369,828
45,863,083
547,064
57,884
1,043,702
70,381
158,823,456
123,521,653
84,082,617
44,675,781
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6 5
ANNUAL REPORT 2019 Consolidated Group
February 2019
$
February 2018
$
84,082,617
44,675,781
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.
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 7.
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; and
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 6. The Group
manages liquidity risk by monitoring immediate and forecast cash requirements and ensuring adequate cash reserves are maintained.
6 6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUPITER MINES LIMITED 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.
Within 1 Year
1 to 5 Years
Over 5 Years
Total
2019
$
2018
$
2019
$
2018
$
2019
$
2018
$
2019
$
2018
$
Consolidated Group
Financial liabilities due
for payment
Trade and other payables
84,082,617
44,675,780
Total expected outflows
84,082,617
44,675,780
Financial assets
– cash flows realisable
Cash and cash equivalents
72,848,680
76,544,487
Trade and other receivables
85,369,828
45,863,083
-
-
-
-
-
-
-
-
Equity instruments at FVOCI
-
-
547,064
1,043,702
Other current assets
57,884
70,381
Total anticipated inflows
158,276,392
122,477,951
547,064
-
Net inflow on financial
instruments
(c) Market Risk
74,193,775
77,802,171
547,064
1,043,702
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
84,082,617
44,675,780
84,082,617
44,675,780
72,848,680
76,544,487
85,369,828 45,863,083
547,064
1,043,702
57,884
70,381
158,822,856
123,521,653
74,740,839
78,845,873
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 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 are detailed below:
Financial Assets
Cash and cash equivalents
Other current assets
Financial Liabilities
Short term borrowings
Long term borrowings
Consolidated Group
February 2019
$
February 2018
$
72,848,680
76,544,487
57,884
70,381
72,906,564
76,614,868
-
-
-
-
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6 7
ANNUAL REPORT 2019 (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 four different currencies as set out below:
28 February 2019
Financial Assets
60,569,245
2,886,697
AUD
ZAR
EUR
418
USD
Total $
9,392,320
72,848,680
(iii) Other price risk
Price risk relates to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
prices largely due to demand and supply factors for commodities. As the Group does not derive revenue from sale of products, the effect
on profit and equity as a result of changes in the price risk is not considered material. The fair value of the mining projects will be impacted
by commodity price changes (predominantly iron ore, nickel and uranium) and could impact future revenues once operational. However,
management monitors current and projected commodity prices.
(iv) Summarised sensitivity analysis
The following table summarises the sensitivity of the Jupiter Group’s financial assets and financial liabilities to interest rate risk and foreign
exchange risk.
Management have reviewed interest rate and foreign exchange risk and determined the rates applied to be appropriate.
Interest Rate Risk
Foreign Exchange Risk
-50 bps
+50 bps
-10%
+10%
Carrying
Amount $
Profit $
Other
Equity $
Profit $
Other
Equity $
Profit $
Other
Equity $
Profit $
Other
Equity $
28 February 2019
Financial Assets
Cash and cash equivalents
72,848,680 (364,243)
Receivables
85,369,828
Equity instruments at FVOCI
547,064
Other current assets
57,884
Financial Liabilities
Trade and other payables
84,082,617
-
-
-
-
Total increase/(decrease)
(364,243)
-
-
-
-
-
-
364,243
-
-
-
-
364,243
-
-
-
-
-
-
-
(8,536,983)
-
-
8,408,262
(128,721)
-
-
-
-
-
-
-
8,536,983
-
-
(8,408,262)
128,721
-
-
-
-
-
-
6 8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUPITER MINES LIMITED $
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(
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6 9
ANNUAL REPORT 2019
(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
February 2019
February 2018
Carrying
Amount
$
Net Fair
Value
$
Carrying
Amount
$
Net Fair
Value
$
72,848,680
72,848,680
76,544,487
76,544,487
Trade and other receivables
85,369,828
85,369,828
45,863,083
45,863,083
Available for sale financial assets
Equity instruments at FVOCI
Other current assets
Financial Liabilities
Trade and other payables
-
547,064
57,884
-
1,043,702
1,043,702
547,064
70,381
-
70,381
-
70,381
158,380,966
158,380,966
123,521,653
123,521,653
84,082,617
84,082,617
44,675,780
44,675,780
NOTE 27: FAIR VALUE MEASUREMENT
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:
Level 1: quoted prices in active markets for identical assets or liabilities;
Level 2: 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); and
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Group – as at 28 February 2019
Financial assets
Equity instruments at FVOCI
Group – as at 28 February 2018
Financial assets
Level 1
$
547,064
Level 1
$
Level 2
$
-
Level 2
$
Level 3
$
Total
$
-
547,064
Level 3
$
Total
$
Available for sale financial assets
1,043,702
-
-
1,043,702
7 0
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUPITER MINES LIMITED NOTE 28: PARENT COMPANY INFORMATION
ASSETS
Current assets
Non-current assets
TOTAL ASSETS
LIABILITIES
Current liabilities
Non-Current liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Financial assets reserve
Accumulated losses
TOTAL EQUITY
FINANCIAL PERFORMANCE
Profit for the period
Other comprehensive income/(loss)
TOTAL COMPREHENSIVE INCOME
The parent company commitments are reflected in Note 20.
Consolidated Group
February 2019
$
February 2018
$
296,773,308
110,281,625
214,985,973
347,567,100
511,759,054
457,848,725
130,472,445
47,350,621
7,570,235
2,581,866
138,042,680
49,932,487
373,716,374
407,916,238
410,435,400
433,003,601
340,258
836,896
(37,059,284)
(25,924,259)
373,716,374
407,916,238
152,264,505
6,062,935
(496,638)
151,767,867
656,408
6,719,343
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7 1
ANNUAL REPORT 2019 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 28 February 2019 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 28 February 2019.
Signed on behalf of the Board of Directors
Priyank Thapliyal
Perth
28 May 2019
7 2
INDEPENDENT AUDITOR’S REPORT
JUPITER MINES LIMITED
INDEPENDENT AUDITOR’S REPORT
Central Park
Level 43, 152-158 St Georges Terrace
Perth WA 6000
Correspondence to:
PO Box 7757
Cloisters Square
Perth WA 6850
T +61 8 9480 2000
F +61 8 9322 7787
E info.wa@au.gt.com
W www.grantthornton.com.au
Auditor’s Independence Declaration
To the Directors of Jupiter Mines Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Jupiter
Mines Limited for the year ended 28 February 2019, I declare that, to the best of my knowledge and belief, there have been:
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
M J Hillgrove
Partner – Audit & Assurance
Perth, 28 May 2019
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
INDEPENDENT AUDITOR’S REPORT
7 3
ANNUAL REPORT 2019
INDEPENDENT AUDITOR’S REPORT
Central Park
Level 43, 152-158 St Georges Terrace
Perth WA 6000
Correspondence to:
PO Box 7757
Cloisters Square
Perth WA 6850
T +61 8 9480 2000
F +61 8 9322 7787
E info.wa@au.gt.com
W www.grantthornton.com.au
Independent Auditor’s Report
To the Members of Jupiter Mines Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Jupiter Mines Limited (the Company) and its subsidiaries (the Group), which
comprises the consolidated statement of financial position as at 28 February 2019, the consolidated statement of profit or
loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash
flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant
accounting policies, and the Directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
a giving a true and fair view of the Group’s financial position as at 28 February 2019 and of its performance for the year
ended on that date; and
b complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and
the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
74
INDEPENDENT AUDITOR’S REPORT
JUPITER MINES LIMITED
INDEPENDENT AUDITOR’S REPORT
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter
How our audit addressed the key audit matter
Impairment on Investments accounted for using the
equity method Note 1(b) and Note 14
The Group recorded an investment accounted for under the
equity method totalling $422,841,742 (2018: $385,267,255) at
28 February 2019 in relation to its 49.9% ownership in Tshipi
e’Ntle Manganese Mining Proprietary Limited.
The Group recognises this investment as a joint venture using
the equity method in accordance with AASB 128: Investment
in Associates and Joint Ventures, and is considered for
impairment in the event of significant or prolong decline in
value.
Management assesses impairment on an annual basis in
accordance with AASB 136 “Impairment of Assets”.
This area is a key audit matter due to the significant balance
carried by the Group that management have assess using
estimates and judgements that required specific valuation
expertise and analysis.
Our procedures included, amongst others:
Considering the appropriateness of the method applied by
the Group to perform the valuation of the investment
utilising the equity method in accordance with the
requirements of the accounting standards;
Procedures included obtaining the key valuation inputs,
including the long term manganese price, ore reserves and
discount rates and performing the following:
Critically assessing the inputs and assumptions;
Engaging the services of an independent geologist
acting as an auditor’s expert to evaluate the
assessment made by the management expert;
Engaging the services of a specialist to evaluate the
weight average cost of capital relevant to the South
African market;
Assessing the competencies of the expert in line ASA
500 as a managements expert; and
Assessing the competencies of the experts in line ASA
620 Using the work of an Auditors Expert and
Assessing the adequacy of related disclosures in Note 1(b)
and Note 14.
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included in the
Group’s annual report for the year ended 28 February 2019, but does not include the financial report and our auditor’s report
thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in
accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors
determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material
misstatement, whether due to fraud or error.
ADDITIONAL INFORMATION FOR LISTED COMPANIES
7 5
ANNUAL REPORT 2019
INDEPENDENT AUDITOR’S REPORT
In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing
Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance
Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our
auditor’s report.
Report on the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 23 to 28 of the Directors’ report for the year ended 28
February 2019.
In our opinion, the Remuneration Report of Jupiter Mines Limited, for the year ended 28 February 2019 complies with
section 300A of the Corporations Act 2001.
Responsibilities
The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance
with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report,
based on our audit conducted in accordance with Australian Auditing Standards.
Grant Thornton Audit Pty Ltd
Chartered Accountants
M J Hillgrove
Partner – Audit & Assurance
Perth, 28 May 2019
76
ADDITIONAL INFORMATION FOR LISTED COMPANIES
JUPITER MINES LIMITED
ADDITIONAL INFORMATION
FOR LISTED COMPANIES
Additional information required by the ASX listing rules and not disclosed elsewhere in this report is set out below. The information is
effective as at 27 May 2019.
Substantial shareholders
The number of substantial shareholders and their associates are set out below:
Name
Number of fully paid
ordinary shares
% holding
Stichting Pensioenfonds ABP (and its associ-ate Pallinghurst EMG African Queen L.P.)
Pallinghurst Consolidated (Cayman) Limited
POSCO Australia GP Pty Ltd (and its associate POSCO Australia Pty Ltd)
AMCI Euro Holdings B.V. 1
Hans J. Mende1
Fritz R. Kundrun1
289,075,945
145,845,375
134,992,472
145,845,375
252,458,801
240,251,846
14.76
7.44
6.89
7.44
12.88
12.26
1 AMCI Euro Holdings B.V. (“AMCI”), and, by way of association, Hans J. Mende and Fritz R. Kundrun (HJM Jupiter L.P. and FRK Jupiter L.P., respectively), have a relevant interest
by way of a right to acquire 145,845,372 ordinary shares in Jupiter pursuant to the Sale and Purchase Agreement between AMCI and Pallinghurst Consolidated (Cayman)
Limited, to be effected after the release of this report.
Voting rights
Ordinary Shares: On a show of hands, every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Distribution of equity security holders
Holding
1 – 1,000
1,001 – 5,000
5,000 – 10,000
10,000 – 100,000
100,000 and over
Total
Number of shareholders
Number of shares
% of capital
123
646
576
1,832
440
3,617
32,685
1,984,358
4,799,239
69,725,229
1,882,449,522
1,958,991,033
3.40
17.86
15.92
50.65
12.16
100.00
Shareholders with less than a marketable parcel
As at 27 May 2019 there were 158 shareholders on the register holding less than a marketable parcel ($500) based on the closing market
price of $0.35.
Securities subject to voluntary escrow
Voluntary Escrow Deeds were entered into during Jupiter’s Initial Public Offering in 2018 to prevent any sale of Shares as follows:
(a) for 50% of the Escrowed Shares, until the date that the Company releases to ASX its audited financial statements for the financial year
ending 28 February 2019; and
(b) for the remaining 50% of the Escrowed Shares (the “Escrow Release Condition”):
(i)
if the following occurs:
(A) the Company releases to ASX its reviewed financial statements for the half financial year ending 31 August 2018; and
(B) the VWAP of Shares traded on ASX for any 20 consecutive trading days is 20% or more above the IPO Offer Price following
release to ASX of the Company’s reviewed financial statements for the half financial year ending 31 August 2018,
until the date that the Escrow Release Condition is satisfied; and
ADDITIONAL INFORMATION FOR LISTED COMPANIES
7 7
ANNUAL REPORT 2019 (ii)
if the Escrow Release Condition is not satisfied, until the date that the Company announces to ASX its reviewed financial
statements for the half financial year ending 31 August 2019.
However, these restrictions do not apply to the sale, transfer, disposal or cancellation (as applicable) of the relevant Escrowed Shares in the
following circumstances:
(a) where an Escrowed Shareholder accepts an offer under a takeover bid (as defined in the Corporations Act) in relation to their Shares,
provided holders of not less than 50% of the Shares not subject to restrictions then on issue have accepted the takeover bid;
(b) where the Shares of an Escrowed Shareholder are to be transferred or cancelled as part of a merger by way of a scheme of
arrangement under Part 5.1 of the Corporations Act; or
(c) where an Escrowed Shareholder elects to dispose of any Escrowed Shares pursuant to a buy-back of Shares or a reduction of capital
conducted by the Company.
The Voluntary Escrow Deeds in any event terminate no later than 2 years after the date they were entered into.
Following the release of this Annual Report, 50% of Escrowed Shares will be released from Escrow per condition (a) de-scribed above. The
below table sets out the balance of Escrowed Shares after the release:
Escrowed shareholder
Pallinghurst Consolidated (Cayman) Limited
POSCO Australia GP Pty Ltd
HJM Jupiter L.P.
FRK Jupiter L.P.
EMG Jupiter L.P.
POSCO Australia Pty Ltd
Priyank Thapliyal
Red Rock Resources plc
Total
Twenty largest shareholders
Number of shares escrowed
72,922,686
56,022,160
49,131,714
46,703,227
42,723,031
11,474,076
10,564,693
9,262,457
298,804,044
Shareholder
Number of shares held
% of issued capital
1
2
3
4
5
6
7
8
9
10
11
12
13
Stichting Pensioenfonds ABP (and its associate Pallinghurst EMG African
Queen L.P.)
HSBC Custody Nominees (Australia) Limited
Citicorp Nominees Pty Limited
Pallinghurst Consolidated (Cayman) Limited1
POSCO Australia GP Pty Ltd (and its associate POSCO Australia Pty Ltd)
JP Morgan Nominees Australia Pty Limited
HJM Jupiter L.P.1
FRK Jupiter L.P. 1
EMG Jupiter L.P.
National Nominees Pty Limited
Priyank Thapliyal
UBS Nominees Pty Ltd
BNP Paribas Noms Pty Ltd
14 Warbont Nominees Pty Ltd
15
16
17
18
19
Red Rock Resources plc
Brispot Nominees Pty Ltd
BNP Paribas Nominees Pty Ltd
Ilwella Pty Ltd
HSBC Custody Nominees (Australia) Limited – A/C 2
20
CS Fourth Nominees Pty Limited
Total
289,075,945
232,414,350
207,657,914
145,845,375
134,992,472
102,500,513
106,613,429
94,406,454
85,446,062
51,202,099
33,939,917
24,139,669
31,741,336
22,200,177
18,524,914
17,127,929
16,962,588
15,100,589
13,255,741
10,721,108
14.76
11.86
10.60
7.44
6.89
5.23
5.44
4.82
4.36
2.61
1.73
1.23
1.62
1.13
0.95
0.87
0.87
0.77
0.68
0.55
1,653,868,578
84.42
1 AMCI Euro Holdings B.V. (“AMCI”), and, by way of association, Hans J. Mende and Fritz R. Kundrun (HJM Jupiter L.P. and FRK Jupiter L.P., respectively), have a relevant interest
by way of a right to acquire 145,845,372 ordinary shares in Jupiter pursuant to the Sale and Purchase Agreement between AMCI and Pallinghurst Consolidated (Cayman)
Limited, to be effected after the release of this report.
7 8
GLOSSARY OF TERMS AND ABBREVIATIONS
JUPITER MINES LIMITED Unissued equity securities
There are no unissued equity securities.
Securities exchange
The Company is listed on the Australian Securities Exchange.
GLOSSARY OF TERMS AND ABBREVIATIONS
7 9
ANNUAL REPORT 2019 GLOSSARY OF TERMS
AND ABBREVIATIONS
Term/Abbreviation
Definition
AASB
CIF
CYIP
EPS
FOB
FVOCI
FY2018
FY2019
JKPL
LTI
LTIR
TRIFR
Australian Accounting Standards Board
Cost, Insurance and Freight
Central Yilgarn Iron Projects
Earnings per share
Free on Board
Fair value through other comprehensive income
Financial year ended 28 February 2018
Financial year ended 28 February 2019
Jupiter Kalahari Pty Ltd
Lost time injuries
Lost time injury rate
Total recordable injury frequency rate
8 0
GLOSSARY OF TERMS AND ABBREVIATIONS
JUPITER MINES LIMITED J
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9
Level 10, 16 St Georges Terrace
Perth, Western Australia, 6000
T +61 8 9346 5500
F +61 8 9481 5933
www.jupitermines.com