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REPORT
J U P I T E R M I N E S L I MI T E D
Corporate Directory
Australian Business Number
51 105 991 740
Directors
Brian Gilbertson
Non-executive Chairman; Independent
Paul Murray
Non-executive Director; Independent
Andrew Bell
Non-executive Director; Independent
Yeongjin Heo
Non-executive Director; Non-independent
Hans-Jürgen Mende
Non-executive Director; Non-independent
Brian Beem
Principal and Registered Office
Level 10
16 St Georges Terrace
Perth WA 6000
Telephone: (08) 9346 5500
Email:
info@jupitermines.com
Share Registry
Link Market Services Limited
QV1 Building
Level 12
250 St Georges Terrace
Perth WA 6000
Telephone: 1300 554 474
Fax:
Email:
Website:
(02) 9287 0303
registrars@linkmarketservices.com.au
www.linkmarketservices.com.au
Auditors
Non-executive Director (Alternate to Hans-Jürgen Mende);
Non-independent
Grant Thornton Audit Pty Ltd
Level 43, 152-158 St Georges Terrace, Perth WA 6000
Priyank Thapliyal
Executive Director
Executives
Priyank Thapliyal
Chief Executive Officer
Melissa North
Chief Financial Officer and Company Secretary
Telephone: (08) 9480 2000
(08) 9322 7787
Facsimile:
info.wa@au.gt.com
Email:
www.grantthornton.com.au
Website:
Contents
Chairman’s Letter
Operating and Financial Review
Tshipi Borwa Manganese Mine
Operating and Financial Review
Tshipi Environmental, Social & Governance Report
Tshipi Financial Summary
Manganese Marketing
Central Yilgarn Iron 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
Auditor’s Independence Declaration
Independent Auditor’s Report
Additional Information for Listed Companies
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/ Annual Report 2021
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 2021.
It has certainly been a difficult year for all. This time last year, we were embarking on an unprecedented global humanitarian and
economic crisis. To say that Jupiter, and Tshipi, have fared well is an understatement when many businesses suffered. As the overall
wellness of its employees and contractors is paramount, Tshipi has employed several resources in response to COVID-19 pandemic.
Whilst the manganese price remined depressed over the year, Tshipi continued to be the enterprising operation it is, by adjusting
targets in light of reduced and altered logistics availability. Tshipi remained profitable throughout the pandemic, exporting
3.4 million tonnes and paying dividends to shareholders of just over ZAR 1.43 billion. I applaud the efforts of the management teams
on the ground.
Jupiter remained cautious at the beginning of the financial year, however declared total dividends of $59 million, an average yield of 10%.
In the midst of increasing iron ore prices and restricted supply, the Jupiter Board embarked on a demerger of its Central Yilgarn Iron
Project, into new company, Juno Minerals. Jupiter shareholders received an in-specie distribution of shares in Juno, and Juno listed
on the ASX earlier this month. With the spin-out of Juno now complete, Jupiter moves forward as a pure play manganese company,
with a focus on the expansion of the Tshipi mine and consolidation within the Kalahari manganese region.
I again thank all shareholders for your continued support of Jupiter.
Yours Faithfully,
Brian Gilbertson
Chairman
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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
/ Annual Report 2021
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Despite a challenging year due to mining and COVID-19 related restrictions, Tshipi exported 3.417 million tonnes (FY2020: 3.408
million tonnes), the second highest exports recorded by Tshipi.
Mined volume
Production
Sales
Unit
Bcm
Tonnes
Tonnes
Average Cost, Insurance & Freight (“CIF”) price achieved (high grade lumpy) CIF, USD/dmtu
Average cost of production
Average cost of production
FOB, ZAR/dmtu
FOB, USD/dmtu
FY2021
FY2020
12,014,820
12,357,691
3,352,146
3,410,111
3,417,585
3,408,552
4.19
33.80
2.05
4.86
31.22
2.14
During the year, Tshipi experienced mining challenges due to
difficulty in cuts, delayed fleet mobilisation, excessive rainfall
and the South African COVID-19 lockdown. However, Tshipi
completed FY2021 above adjusted targeted production with
3.353 million tonnes (FY2020: 3.410 million tonnes).
Manganese prices remained depressed over the year,
averaging US$3.83 (per dmtu, Metal Bulletin 37% Free on
Board (“FOB”) Port Elizabeth) (FY2020: US$4.18) due to the
uncertainty around the COVID-19 pandemic and reduced
industrial activity in China.
Tshipi however remained profit and cash positive throughout
the year and declared and paid dividends of ZAR1.43 billion
(FY2020: ZAR2.015 billion).
tSHipi enviROnMentAL, SOciAL
& gOveRnAnce RepORt
Tshipi continues with
its commitment 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 health and safety, and management of
environmental risks by developing and implementing systems
and processes.
Environment
Legal Compliance and Strategy Alignment
The Department of Water and Sanitation granted Tshipi the
amended Water Use Licence (“WUL”) on 5 November 2020,
which authorised the increased footprint of the Northern
Waste Rock Dump, merging of Eastern Dump and Mamatwan
Sinterfontein Dump, expansion of the Western Waste Rock
Dump, relocated Storm water Dam, increase of dewatering
volumes from the pit and the two new abstraction boreholes.
Tshipi’s Environmental Management Plan (“EMP”) Amendment
Application that was submitted to the Department of Mineral
Resources and Energy (“DMRE”) on 2 October 2019, that
sought to review its commitment to completely backfill the pit
and leave a pit lake in the northern section of the mine (EMP3
Application), was rejected by the DMRE on 13 October 2020
giving the following reasons:
The Closure objectives will not be sustainable since half of
the pit will be left opened and partially rehabilitated;
Amendments will result in an increase in the footprint of
the mine dumps;
4
Amendments will have negative environmental impacts
and pose danger in terms of health and safety;
Current approved EMP commitment does not have
financial implication after closure;
Proposed Amendments does not make
sound
environmental, socio-economic and technical sense.
to
Tshipi has submitted an Appeal Application
the
Department of Environment, Forestry and Fisheries (“DEFF”)
on 10 November 2020. The Appeal Application decision was
delayed by three months with the DMRE only submitting
their responding statement on 1 March 2021 with a request for
condonation of its late filing. In order not to delay the process
further, Tshipi decided not to object against the DMRE’s
condonation request. On 11 March 2021, the Minister of DEFF
granted the condonation request.
Tshipi will continue with its option analysis pending the
outcome of the appeal decision.
Water management
Tshipi has expanded its onsite catchment capacity in terms
of water storage dams from 39,000m3 to 91,000m3 with the
operationalisation of the new stormwater dam. The new
52,000m3 stormwater dam increases Tshipi’s capacity to
capture water during the rainy months and cater for a one in
fifty-year flood event. From an operational point of view, priority
is given to reusing dirty water, and 75,681m3 was available
during FY2021 for collection in the dirty water dams and for
use for dust suppression of roads and in the processing plant,
decreasing the use of fresh potable water from Sedibeng,
the potable water service provider. The sewage system was
upgraded to ensure effective cleaning and purification of grey
water that was recycled back to the dirty water dams.
Solid waste management
The focus on efficient waste management practises has
contributed to reducing the volumes of offsite hazardous
waste disposal and the use of the bioremediation facility is
progressing.
Biodiversity Offset Project
The establishment of a Biodiversity Offset as required by the
National Environmental Management Act (“NEMA”) is ongoing
and Tshipi has identified three properties for further engagement
with the landowners. The FY2022 Biodiversity Offset Project
objectives are to conclude the land purchase transaction and
biodiversity offset declaration process and also investigate the
inclusion of Creative Social Initiatives to develop a sustainable
management solution for the declared Biodiversity Offset.
Jupiter Mines Limited
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Safety
Tshipi recorded 2 lost time injuries (“LTIs”) during FY2021 and none for FY2022 to date. Although injury indices for all indicators
trended below the thresholds, Tshipi commenced with the implementation of systematic processes to create an Enabling Work
Environment by addressing its safety culture, strengthening workplace controls, systems and processes, formalising the Tshipi
Wellness Plan and integrating with all stakeholders to ensure a multifaceted approach to safety challenges.
To achieve a shift from focus on lagging to leading indicators and achieve real risk reduction, the following areas of which work has
already commenced in the last quarter of FY2021, has been identified for detailed implementation in FY2022:
Tshipi Wellness Plan including hygiene measures;
Workplace Control;
Standards, Process and Competencies;
Safety Culture; and
Management Systems.
Lost Time Injury Rate
0.57
0.70
0.60
0.50
0.40
0.30
0.20
0.10
0.00
Threshhold - 0.28
0.12
0
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Total Recordable Injury Rate
3.00
2.50
2.13
2.00
1.50
1.00
0.50
0.00
Thresehold - 1.22
0.53
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/ Annual Report 2021
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Health & Corporate Social
Responsibility
The overall wellness of employees remains a strategic
imperative to Tshipi and more so with the outbreak of COVID-19
during March 2020 in South Africa. Tshipi augmented the
onsite health service with further capacity in terms of full-
time screening staff and resources, which assisted greatly in
containing the spread of COVID-19 when Tshipi recorded its
first case on 13 July 2020. A Moolmans employee sadly passed
away on 12 May 2021. The cause of death on the certificate
was due to natural death, however subsequently a positive
COVID-19 test result was received.
Tshipi continues to provide free onsite medical screening and
health care for all employees, including Contractors. Through
the Wellness section and the Memorandum of Understanding
with the Department of Health, the clinic provides medication
and long-term treatment for Diabetes, Hypertension, Asthma,
Epilepsy and HIV and Aids, and has recorded an uptake of
81% of employees that were impacted by health issues. Tshipi
has also employed a Dietician on a part-time basis to address
the underlying causes of employee health issues and 61% of
impacted employees are making use of this service. The Clinic
has conducted 2,600 medical screenings during FY2021, of
which the only abnormalities, recorded at 3%, were associated
with pre-employment offsite hearing loss.
Health incidents are trending in the right direction, confirming
that the strategy is yielding the intended benefits to employees
and the operation at large.
In response to the COVID-19 pandemic, Tshipi continues
maintaining a rigorous screening process and testing
program for those employees who fulfil the criteria for testing,
and enforcement of onsite and offsite preventative behaviour
campaign as
its highest control against the spread of
COVID-19. In addition to the onboarding of COVID-19 Medical
Screening staff to conduct daily screening of all employees,
COVID Compliance Coordinators have also been onboarded to
conduct continuous compliance monitoring and awareness
communication of critical COVID-19 Controls.
Tshipi has also introduced Antigen rapid testing to enable a
quick response to COVID-19 suspected cases.
Tshipi has taken action in preparation for the Governmental roll
out of COVID-19 vaccines but is however cautiously assessing
the potential legal risks associated with Tshipi’s registration
and operation of a vaccination site especially in the absence of
guidance from legislation and regulator.
Social Economic Development
Tshipi’s Corporate Social Responsibility (“CSR”) standing and
trend is satisfactory and embeds its belief in transformation
and sustainable development. Tshipi is compliant with all CSR
legislation and regulations and this ensures that it continues
to secure its social license to operate.
Overview of achievements for this reporting period:
A black ownership exceeding the minimum threshold
maintained;
A workforce comprising of more than 91% Historically
Disadvantaged South Africans (“HDSA”);
Invested in training initiatives for HDSA learners, artisans,
apprentices, scholars and employees as committed in
Tshipi’s social labour plans;
Continues with initiatives to divert spend on procuring
goods and services to BEE compliant, Black Women
Owned, Black Youth Owned and HDSA Owned companies
as per commitments with the regulator;
Completed projects to refurbish school and providing
access to water and ablution facilities for school children as
well as purchasing of school furniture;
Contributed towards food security (food parcels) in support
of the local Mayor’s initiative over December 2020.
Tshipi is compliant with the Mining Charter for an audit
period of FY2021. Tshipi achieved Level 2 on scorecard
elements (Human Resources Development, Employment
Equity and Inclusive Procurement, Supplier and Enterprise
Development. Tshipi is fully compliant on all ring-fenced
elements (Ownership, Housing and Living Condition, and
Mine Community Development);
Tshipi has signed a 3-year wage agreement with the Trade
Union on 15 May 2020. The agreement covers the period
from FY2021 until FY2023; and
Tshipi has created an Enterprise and Supplier Development
Fund. Creating a Social Fund has allowed Tshipi to
proactively respond to the BBBEE Codes and Mining
Charter requirements. The Fund will support and invest
in supply chain and value chain initiatives mainly but
also Social Labour Plan initiatives. The Fund will provide
financial and non-financial support in partnership with
implementation partners where necessary.
Tshipi’s achievements show how it has used its business
success to benefit the environment, economy and tackle
social issues.
6
Jupiter Mines Limited
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tSHipi 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
Right of use assets
Total non-current assets
Total assets
Current liabilities
Tax payable
Trade and other payables
Contract liabilities
Lease liability
Total current liabilities
/ Annual Report 2021
Year Ended
28 February 2021
Year Ended
29 February 2020
7,499,317
8,022,631
(5,163,380)
(5,060,864)
2,335,937
2,961,767
5,583
(13,563)
(5,428)
(20,867)
7,033
(12,796)
1,588
(24,497)
2,301,662
2,933,096
53,668
(24,874)
179,260
(3,811)
2,330,456
3,108,545
(298,923)
(359,548)
2,031,533
2,748,997
(568,758)
(772,966)
1,462,775
1,976,031
739
266,841
1,092,085
512,289
113,099
72,994
79
303,556
676,882
1,111,257
62,993
76,934
2,058,047
2,231,701
2,576,692
2,346,743
173,545
38,385
21,833
178,022
37,796
-
2,810,455
2,562,561
4,868,502
4,794,262
14,787
565,321
113,099
6,271
699,478
18,475
417,016
62,993
-
498,484
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ZAR’000
Non-current liabilities
Decommissioning and rehabilitation provision
Deferred tax
Lease liability
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 2021
Year Ended
29 February 2020
80,751
671,578
21,162
773,491
51,570
616,450
-
668,020
1,472,969
1,166,504
321,359
321,359
2,957,213
3,189,438
116,961
116,961
3,395,533
3,627,758
4,868,502
4,794,262
MAngAneSe MARKeting
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 2021, Jupiter SA recorded marketing fee income of $8,202,796 (2020: $10,358,857).
Manganese prices remained depressed over the year, owing mainly to the consequences of the COVID-19 pandemic. Chinese port
stocks also remained high towards the end of the 2020 calendar year. For FY2022, it is expected that demand for manganese ore will
be strong in light of many countries such as the United States initiating large infrastructure investment post-pandemic.
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7.20
6.20
5.20
4.20
3.20
2.20
1.20
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Source: Metal Bulletin
Figure 2: Manganese prices March 2018 to May 2021 – 37% FOB Port Elizabeth
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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.
In October 2020, Jupiter announced its intention to demerger
the CYIP assets into a new company, Juno Minerals Limited
(“Juno”). Juno would also apply to be listed on the ASX with
the focus of developing the Mount Mason project in the near-
term. The Mining Assets Sale and Purchase Agreement was
completed in January 2021, and the demerger was finalised in
early May.
Figure 3. CYIP Project Location Map
/ Annual Report 2021
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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 2021, and comparison to previous year.
Mineral Resource Estimation
Current Mineral Resource Estimate:
Category
Zone
Tonnes
Mn (%)
Fe (%)
SG (t/m3)
Thickness(m)
Measured
Indicated
Inferred
X
Y
Z
M
C
N
26,033,588
9,427,644
11,488,626
18,557,913
34,915,548
16,201,759
Supergene
1,802,562
31.80
21.66
32.07
38.41
36.38
34.74
36.26
4.79
5.62
6.59
4.82
3.73
5.40
4.70
Sub-Total
118,427,640
33.87
4.80
X
Y
Z
M
C
N
22,022,291
4,348,318
9,902,205
13,773,689
20,261,078
9,383,015
30.55
22.59
30.99
37.13
36.68
34.58
4.94
5.25
6.09
5.04
3.63
5.49
Sub-Total
79,690,597
33.34
4.85
X
Y
Z
M
C
N
54,170,533
25,061,063
21,623,859
48,749,330
50,078,001
24,830,743
30.70
25.34
31.42
34.78
36.09
35.03
32.74
33.17
5.33
5.27
5.77
4.87
3.81
5.36
4.93
4.88
3.54
3.30
3.60
3.77
3.68
3.66
3.49
3.61
3.49
3.30
3.53
3.73
3.68
3.66
3.59
3.53
3.37
3.59
3.68
3.68
3.67
3.59
3.60
8.48
3.12
3.51
5.31
9.36
3.97
8.39
6.72
9.96
4.35
4.27
5.06
8.04
3.67
6.87
7.92
4.88
3.16
6.31
6.73
3.23
5.99
6.36
Total Mineral Resource
422,631,766
Sub-Total
224,513,529
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: Efet Banda
Figure 4: Current Mineral Resource estimate of the Tshipi Mine in accordance with JORC Code (2012) as at 28 February 2021
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Previous Mineral Resource Estimate:
Category
Zone
Tonnes
Mn (%)
Fe (%)
SG (t/m3) Thickness(m)
Measured
Indicated
Inferred
X
Y
Z
M
C
N
17,559,580
7,735,371
7,790,374
14,512,106
27,254,990
12,619,710
Supergene
1,746,735
32.03
22.22
32.68
38.30
36.56
35.40
36.30
Sub-Total
89,218,865
34.20
X
Y
Z
M
C
N
31,446,055
6,884,053
14,269,418
16,991,430
30,165,161
11,058,595
31.46
23.30
31.81
37.51
36.63
35.02
Sub-Total
110,814,712
33.69
X
Y
Z
M
C
N
53,829,974
25,170,053
20,963,969
49,600,783
51,224,926
26,508,380
30.72
25.81
31.40
34.14
35.40
34.41
32.47
33.15
4.85
5.73
5.91
4.74
3.71
5.03
4.71
4.67
5.05
5.38
6.39
5.14
3.71
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
3.64
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
7.62
3.29
3.02
5.25
9.69
3.74
8.47
6.56
9.94
4.00
4.53
4.82
8.70
3.12
7.07
8.19
4.68
3.10
6.48
6.95
3.36
6.12
6.46
Total Mineral Resource
427,331,661
Sub-Total
227,298,084
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: Efet Banda
Figure 5: Previous Mineral Resource estimate of the Tshipi Mine in accordance with JORC Code (2012) as at 29 February 2020
/ Annual Report 2021
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Measured
Indicated
Inferred
Comparison with Previous Mineral Resource Estimate:
Classification
Zone
Tonnes
Mn (%)
Fe (%)
SG (t/m3)
Thickness (m)
X
Y
Z
M
C
N
8,474,008
1,692,273
3,698,253
4,045,808
7,660,558
3,582,048
Supergene
55,827
-0.23
-0.56
-0.61
0.11
-0.19
-0.67
-0.01
Sub-Total
29,208,775
-0.33
X
Y
Z
M
C
N
-9,423,763
-2,535,735
-4,367,213
-3,217,741
-9,904,084
-1,675,579
Sub-Total
-31,124,115
X
Y
Z
M
C
N
340,559
-108,990
659,890
-851,453
-1,146,924
-1,677,637
-0.91
-0.71
-0.81
-0.38
0.06
-0.44
-0.35
-0.02
-0.48
0.02
0.64
0.69
0.62
0.27
0.02
-0.06
-0.11
0.68
0.08
0.02
0.37
-0.01
0.13
-0.10
-0.13
-0.30
-0.09
-0.08
0.03
-0.08
0.00
0.13
0.10
-0.18
-0.31
-0.04
-0.09
-0.04
-0.00
0.00
0.00
0.01
0.01
0.01
-0.00
0.01
-0.01
0.02
-0.01
-0.01
-0.00
-0.01
0.00
0.01
0.02
0.02
0.01
0.02
-0.00
0.01
0.01
0.86
-0.17
0.50
0.07
-0.33
0.23
-0.08
0.16
0.02
0.36
-0.27
0.24
-0.66
0.54
-0.20
-0.27
0.20
0.05
-0.16
-0.22
-0.13
-0.13
-0.10
Sub-Total
-2,784,555
Total Mineral Resource
-4,699,895
Figure 6: Reconciliation between 28 February 2021 and 29 February 2020 Mineral Resource Estimate in accordance with JORC Code
(2012)
The changes in the Mineral Resource estimates from 29 February 2020 to 28 February 2021 are a combination of mining depletion
and updates to the structural interpretation after incorporation of new drilling data from the 2020 drilling campaign which
consequently effected conversion of approximately 29.2Mt of Mineral Resource from Indicated to Measured category.
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Ore Reserve Estimate
Current Tshipi Ore Reserves statement:
Zone
Tonnes
Mn (%)
Fe (%)
SG (t/m3)
Proved
Probable
Z
M
C
N
1,858,261
14,414,893
28,511,170
10,083,032
Supergene
664,494
Sub-total
55,531,850
Z
M
C
N
915,571
8,622,101
14,085,511
5,363,801
Sub-total
28,986,984
Total Ore Reserve
84,518,834
32.90
38.41
36.44
33.11
37.74
36.24
32.49
37.68
36.74
33.45
36.28
36.25
6.84
4.95
3.76
5.76
4.89
4.82
6.12
5.12
3.62
5.68
4.81
4.82
3.59
3.78
3.69
3.68
3.52
3.69
3.52
3.75
3.68
3.68
3.66
3.68
Mining loss of 2%; Processing loss of 2%
Competent Person: Jonathan Buckley
Figure 7: Ore reserves of the Tshipi Mine in accordance with JORC Code (2012) as at 28 February 2021
Previous Ore Reserves statement:
Zone
Tonnes
Mn (%)
Fe (%)
SG (t/m3)
Proved
Probable
Z
M
C
N
3,296,978
10,779,438
21,009,999
7,331,177
Supergene
837,163
Sub-total
43,254,755
Z
M
C
N
3,760,280
12,073,188
24,090,883
8,121,406
Sub-total
48,045,757
Total Ore Reserve
91,300,511
Mining loss of 2%; Processing loss of 2%
Competent Person: Jonathan Buckley
32.03
38.54
36.67
34.94
37.79
36.51
32.26
38.51
36.74
35.10
36.56
36.54
6.14
4.90
3.76
5.38
4.92
4.52
6.60
5.20
3.71
5.57
4.63
4.58
Figure 8: Previous Ore Reserve Statement of the Tshipi Mine in accordance with JORC Code (2012) as at 29 February 2020
/ Annual Report 2021
3.59
3.78
3.67
3.66
3.52
3.69
3.59
3.77
3.68
3.70
3.70
3.69
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Comparison with Previous Ore Reserve Statement:
Zone
Tonnes
Mn (%)
Fe (%)
SG (t/m3)
Proved
Probable
Z
M
C
N
-1,438,717
3,635,455
7,501,171
2,751,855
Supergene
-172,669
Sub-Total
12,277,095
Z
M
C
N
-2,844,709
-3,451,087
-10,005,372
-2,757,605
Sub-Total
-19,058,773
Total Ore Reserve
-6,781,677
0.87
-0.13
-0.23
-1.83
-0.05
-0.69
0.23
-0.83
0.00
-1.65
-0.36
0.24
0.70
0.06
0.01
0.38
-0.03
0.14
-0.48
-0.08
-0.09
0.11
-0.12
-0.59
0.01
0.01
0.01
0.01
0.00
0.01
-0.05
-0.02
0.00
-0.02
-0.09
-0.27
Figure 9: Reconciliation between 28 February 2021 and 29 February 2020 Ore Reserve in accordance with JORC Code (2012)
Mining depletion during the period 29 February 2020 to 28 February 2021 was approximately 2.4Mt with a further reduction due to
a 40m stand-off between waste dump toes and the open pit edge of 4.2Mt, totalling 6.78Mt.
During the course of 2020, Tshipi completed part of its on-going infill exploration drilling programme. The 2020 exploration drilling
campaign was largely focused at increasing geological confidence in the central portion of the Mineral Resource footprint. As part
of Tshipi’s Mineral Resources Management (MRM) cycle, The Mineral Corporation assisted Tshipi in updating the geological model
through incorporation of new drilling data from the 2020 drilling campaign.
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 Jonathan Buckley and Mr Efet Banda. Mr Jonathan Buckley is a Fellow of
the Southern African Institute of Mining and Metallurgy. Mr Efet Banda is a member of the South African Council for Natural
Scientific Professions (Reg. No. 400035/16). Mr Buckley and Mr Banda 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 Banda consent to the inclusion in
this report of the statements based on their information as provided in the Technical Bulletin dated 31 March 2021, in the form and
context in which they appear.
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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
Fe
(%)
SiO2
(%)
Al2O3
(%)
CaO
(%)
P
(%)
S
(%)
LOI
(%)
MgO
(%)
MnO
(%)
Central
Indicated
Central
Inferred
Central
Total
In situ total
1,062
30.23
48.47
1.88
2.70
0.07
0.28
-0.56
3.00
0.07
In situ Magnetic
38.45%
25.64
2.64
0.02
0.07
0.01
0.09
-1.14
0.05
0.01
Concentrate
409
66.69
6.86
0.05
0.17
0.01
0.23
-2,97
0.12
0.02
In situ total
169
27.03
51.68
2.40
2.92
0.07
0.31
-0.43
3.33
0.10
In situ Magnetic
32.12%
21.31
2.34
0.02
0.06
0.01
0.10
-0.96
0.05
0.01
Concentrate
54
66.34
7.28
0.05
0.17
0.02
0.32
-2.98
0.15
0.02
In situ total
1,231
29.79
48.91
1.95
2.73
0.07
0.28
-0.54
3.05
0.08
In situ Magnetic
37.58% 35.05
2.60
0.02
0.06
0.01
0.09
-1.12
0.05
0.01
Concentrate
463
66.65
6.91
0.05
0.17
0.01
0.24
-2.97
0.12
0.02
South and North Zone based on Unweathered BIF with a 10% Magnetic Fe block grade cut-off
Zone/Class Material
Tonnes
x106
Fe
(%)
SiO2
(%)
Al2O3
(%)
CaO
(%)
P
(%)
S
(%)
LOI
(%)
MgO
(%)
MnO
(%)
South
Indicated
North
Inferred
Nth + Sth
Total
In situ total
567
28.63
49.92
2.35
3.47
0.07
0.36
-0.65
2.76
0.09
In situ Magnetic
34.26%
22.93
2.26
0.02
0.07
0.01
0.17
-1.02
0.05
0.01
Concentrate
194
66.93
6.60
0.06
0.21
0.02
0.50
-2.96
0.14
0.03
In situ total
48
31.63
48.82
1.54
2.20
0.07
0.12
-0.84
2.07
0.06
In situ Magnetic
42.36%
28.32
2.97
0.01
0.07
0.01
0.04
-1.32
0.05
0.02
Concentrate
20
66.85
7.02
0.03
0.16
0.02
0.09
-3.11
0.13
0.05
In situ total
615
28.86
49.84
2.28
3.37
0.07
0.34
-0.67
2.71
0.09
In situ Magnetic 34.89% 23.35
2.32
0.02
0.07
0.01
0.16
-1.04
0.05
0.01
Concentrate
214
66.92
6.64
0.05
0.20
0.02
0.46
-2.98
0.14
0.04
Combined Central, South and North Zones based on Unweathered BIF with a 10% Magnetic Fe block grade cut-off
Zone/Class Material
Tonnes
x106
Fe
(%)
SiO2
(%)
Al2O3
(%)
CaO
(%)
P
(%)
S
(%)
LOI
(%)
MgO
(%)
MnO
(%)
Combined
Indicated
Combined
Inferred
Combined
Total
In situ total
1,062
30.23
48.47
1.88
2.70
0.07
0.28
-0.56
3.00
0.07
In situ Magnetic
38.45% 25.64
2.64
0.02
0.07
0.01
0.09
-1.14
0.05
0.01
Concentrate
408
66.69
6.86
0.05
0.17
0.01
0.23
-2.97
0.12
0.02
In situ total
784
28.47
50.24
2.31
3.28
0.07
0.34
-0.62
2.84
0.09
In situ Magnetic
34.29%
22.91
2.32
0.02
0.07
0.01
0.15
-1.02
0.05
0.01
Concentrate
269
66.81
6.77
0.05
0.20
0.02
0.43
-2.98
0.14
0.03
In situ total
1,846
29.48
49.22
2.06
2.95
0.07
0.30
-0.58
2.94
0.08
In situ Magnetic
36.68% 24.48
2.50
0.02
0.07
0.01
0.11
-1.09
0.05
0.01
Concentrate
677
66.74
6.83
0.05
0.18
0.01
0.31
-2.97
0.13
0.03
Figure 10: Mineral resource estimates for Mount Ida in accordance with JORC Code (2012)
/ Annual Report 2021
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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
(%)
SiO2
(%)
Al2O3
(%)
P
(%)
S
(%)
CaO
(%)
MgO
(%)
LOI
(%)
Measured
Indicated
Inferred
4,800,000
60.3
7.37
2.90
0.05
0.01
0.03
0.04
2.63
1,080,000
59.4
10.41
3.47
0.06
0.01
0.03
0.05
2.55
320,000
58.4
14.10
4.37
0.08
0.01
0.03
0.06
2.88
Total Measured + Indicated 5,900,000
60.1
7.92
3.01
0.05
0.01
0.03
0.04
2.62
Figure 11: 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 and Mr Rodney Brown, 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.
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ScHedULe OF MineRAL teneMentS
LEASE
NAME
STATUS
APPLIED
DATE
GRANT
DATE
EXPIRY
DATE
CURRENT
AREA
CURRENT
COMMITMENT
CURRENT
RENT
HOLDERS
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
-
-
-
-
-
-
-
-
-
-
-
$6,426.10
$1,700.50
$22,482.40
$465.40
$1,628.90
$214.80
$948.70
$11,946.55
$1,163.50
$429.60
$5,387.90
M29/408 Mt Mason Granted 6/02/2006 28/11/2007 27/11/2028
300.00 Ha
$30,100.00
$6,020.00
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
L29/131
Mt Ida
Granted 12/02/2015 17/12/2015 16/12/2036
541.07 Ha
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$172,394.90
$13,872.50
$2,100.00
$3,487.55
$3,787.30
$14,311.55
$35,503.05
$10,837.20
$16,417.50
$9,698.15
$3,235.65
$37,924.15
$4,787.20
$17,458.10
$3,625.05
$9,701.80
M29/414
Mt Ida
Granted 11/01/2011 25/11/2011 24/11/2032 6,461.00 Ha
$646,000.00 $129,200.00
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines
Ltd (100%)
Jupiter Mines transferred its tenements to Juno Minerals Limited, a wholly owned subsidiary on 19 January 2021. The transfers were
registered by the Department of Mines, Industry Regulation and Safety on 31 March 2021.
/ Annual Report 2021
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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 2021 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
Yeongjin Heo
Hans-Jürgen Mende
Brian Beem (alternate to Hans-Jürgen Mende)
Executive
Priyank Thapliyal
Additional
current Directors and Executives.
information
is provided below regarding the
Brian Gilbertson
BSc (Maths and Physics), BSc (Hons)
(Physics), MBL, PMD45
(Chairman; Independent Non-Executive
Director; Member of the Remuneration
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 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.
late 2003, Mr Gilbertson
In
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 a British and South African citizen. He has not
been a Director of any other ASX listed company in the past
three years.
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.
1 8
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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 Power
Metal Resources 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
Materials Science and Engineering,
B Tech (IIT-Kanpur, India), M Eng
(McMaster, Canada), MBA (Ivey
Business School, Canada)
(Executive Director; Chief Executive Officer)
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 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
in Toronto Canada,
banker with CIBC World Markets
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.
Hans-Jürgen Mende
MBA (University of Cologne)
(Non-Executive Director)
Mr Mende was appointed as a Director of the Company on
9 October 2019.
Mr Mende is Executive Chairman of the AMCI Group, which
he co-founded in 1986. AMCI is a substantial shareholder of
Jupiter.
Mr Mende has considerable experience in the global steel
and coal industries, and within Australia and South Africa.
He has served on the board of many resources companies
and was a founder and former non-executive director of
Whitehaven Coal.
Mr Mende has not been a Director of any other ASX listed
companies in the past three years.
Brian Beem
B.A. Politics (Princeton University)
(Non-Executive Director; alternate to
Hans-Jürgen Mende)
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.
Mr Beem was appointed as an alternate to Hans Mende on
9 October 2019.
Mr Beem is the Managing Director of the AMCI Group and
manages the majority of the portfolio of their private equity
investments. Mr Beem has led numerous investments in AMCI
portfolio companies and serves on several of their boards.
Mr Beem has not been a Director of any other ASX listed
companies in the past three years.
/ Annual Report 2021
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Melissa North
B.Com; Chartered Accountant
(Chief Financial Officer;
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.
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.
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.
Review of Financial Results and
Operations
The consolidated results of Jupiter for the year ended
28 February 2021 was a profit of $67,519,400 after a $643,041
tax benefit (2020: profit of $95,118,503 after a $8,807,588 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
In October 2020, Jupiter announced its intention to demerge
the CYIP assets into a new company, Juno Minerals Limited
(“Juno”). Juno would also apply to be listed on the ASX with
the focus of developing the Mount Mason project in the near-
term. The Mining Assets Sale and Purchase Agreement was
completed in January 2021, and the demerger was finalised in
early May.
Dividends
In respect of the 2021 financial year, the Directors have declared
the following dividends:
Financial Position
At 28 February 2021, Jupiter held $60,622,311 in cash and
cash equivalents (2020: $29,285,067), had a carrying value of
investments using the equity method of $430,593,793 (2020:
$437,601,406).
Significant Events After Reporting Date
These financial statements were authorised for issue on
27 May 2021 by Director Priyank Thapliyal.
Jupiter received ZAR30,600,000
marketing operations on 3 May 2021.
from
its South African
On 22 April 2021, the Directors declared a final dividend for the
year ended 28 February 2021 of $0.02 per ordinary share, paid
on 21 May 2021.
On 7 May 2021, Jupiter completed the demerger of its Central
Yilgarn Iron Assets through Juno Minerals Limited (“Juno”),
after which Juno was no longer a wholly owned subsidiary of
Jupiter.
Likely Developments, Business
Strategies and Prospects
The operations at the Tshipi Borwa Manganese Mine are
expected to continue in a similar manner to present.
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.
Dividend
Dividend per share
Total dividend
Payment date
Interim unfranked, wholly conduit foreign income
Final unfranked, wholly conduit foreign income
$0.01
$0.02
$19,589,910
Paid 18 November 2020
$39,179,821
Paid 21 May 2021
$0.03
$58,769,731
2 0
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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
Yeongjin Heo
Hans-Jürgen Mende
Brian Beem
Committee Meetings
Number of meetings held during
tenure of the Director
Number of meetings attended
9
9
9
9
9
9
9
9
9
9
9
9
3
9
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
Yeongjin Heo
Brian Gilbertson
Audit Committee
meetings held
during tenure
Audit Committee
meetings attended
Remuneration
Committee meetings
held during tenure
Remuneration
Committee
meetings attended
2
2
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
Brian Gilbertson
Paul Murray
Priyank Thapliyal
Andrew Bell 1
Yeongjin Heo 2
Hans-Jürgen Mende 3
Brian Beem
Ordinary Shares
Options over Ordinary Shares
21,483,226
1,190,000
59,437,584
-
-
-
-
-
-
-
-
-
-
-
1 Andrew Bell as the Chairman and Director of RRR Coal plc (RRR). RRR is the beneficial owner of 4,724,914 Ordinary Shares in the Company at the date of this
report.
2 Yeongjin Heo 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 Ordinary Shares in the Company at
the date of this report.
3 Hans-Jürgen Mende is the Executive Chairman of the AMCI Group, which has a relevant interest in AMCI Group LLC. This entity is the registered owner of
145,845,372 Ordinary Shares in the Company at the date of this report. Mr Mende also has a relevant interest in HJM Jupiter L.P., which is the beneficial owner of
110,113,430 Ordinary Shares in the Company at the date of this report.
/ Annual Report 2021
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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 2021 has been received and can be found on page 75
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 2021 or to the date of this Report.
Non-Audit Services
The Board of Directors is satisfied that the provision of non-audit services during the financial year is compatible with the general
standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the services disclosed
below did not compromise the external auditor’s independence for the following reasons:
all non-audit services are reviewed and approved by the Audit Committee prior to commencement to ensure they do not
adversely affect the integrity and objectivity of the auditor; and
the nature of the services provided does not compromise the general principles relating to auditor independence in accordance
with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.
The following fees were paid or payable to Grant Thornton Australia Limited for non-audit services provided during the year ended
28 February 2021:
Taxation and other services
Corporate finance
$171,642 (2020: $146,337)
$34,500 (2020: Nil)
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
Guernsey
27 May 2021
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Remuneration Report
Letter f rom Remuneration and Nomination Committee Chairman
Dear Shareholders
On behalf of the Remuneration and Nomination Committee (“RemCom”), I am pleased to present the 2021 Remuneration Report
for Jupiter Mines Limited.
The 2021 financial year certainly presented a number of challenges. It is under such difficult times that boards and management
are tested, and their worth, as shown in this Remuneration Report, is evidenced. Against this challenging backdrop, the Tshipi and
Jupiter Board and Management have continued to deliver as promised during the 2018 IPO:
1. Continued double digit dividend yields and payout ratio of significantly over the 70% stated amount;
2. Optimisation of Jupiter’s portfolio via the demerger of Juno Minerals;
3. Expansion of Tshipi’s operation and
4. Cost optimisation of via additional rail transport channels and the barrier pillar agreement.
Jupiter’s RemCom has again this year measured Management’s remuneration against shareholder expectation, market peers, and
the delivery of economic targets. Given the exceptionally good result compared to the potential for economic loss during the year,
the RemCom believe the type and amount of remuneration of its key executives to be fair.
At last year’s Annual General Meeting, our shareholders again chose to vote significantly against the Remuneration Report,
resulting in another “first strike”. Whilst the Rem Com and Board continue to evaluate shareholder concerns, I believe the Board
and Management have shown their abilities in navigating troubled waters. I would urge all shareholders and proxy advisors to
consider this.
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 welcome the opportunity to discuss it with you before or during the Annual General Meeting.
Yours faithfully
Paul Murray
Independent Non-Executive Director
Chairman, Remuneration and Nomination Committee
/ Annual Report 2021
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Remuneration Report (Audited)
the
The Directors of Jupiter Mines Limited present
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:
fixed remuneration being annual salary; and
short term incentives, being employee bonuses.
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.
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
Non-financial: discretionary strategic and/or project based
objectives set by the Board.
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
2021
2020
2019
2018
2017
EPS ($ per share)
0.0346
0.0486
0.0706
0.0434
0.0902
Cash distributions to shareholders ($)
58,769,731
93,053,074
146,924,327
82,881,285
70,635,693
Net profit after tax ($)
67,519,400
95,118,503
138,033,499
92,205,663
200,099,335
Share of profit from Tshipi investment ($)
62,937,155
98,191,396
188,505,385
94,040,638
41,474,035
2 4
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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)
57.4%
68.2%
42.6%
31.8%
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 and have not changed
since the prior financial year:
Priyank Thapliyal – Chief Executive Officer
Subject
Provision
Base salary
The Executive is entitled to receive an annual salary of £400,000 (with no pension or
superannuation contributions).
Annual Bonus
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.
Confidentiality
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.
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.
Restrictive covenants
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
Jupiter Mines Limited
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Melissa North – Chief Financial Officer and Company Secretary
Subject
Provision
Base salary
The Executive is entitled to receive an annual salary of $257,600 inclusive of superannuation.
Annual Bonus
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.
Other entitlements
The Executive is entitled to a computer and mobile phone allowance, and reimbursement of all
out of pocket expenses necessarily incurred by the Chief Financial Officer in the performance of
her duties, including expenses relating to entertainment, meals and travelling.
Confidentiality
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.
Termination
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 chief financial officer
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.
Restrictive covenants
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 has not granted any 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 are set out below. No part of the bonus is payable in future years.
Financial
year
related to
Executive
Grant date
Nature of
compensation
Service or
performance criteria
Included in
remuneration
($)
Percentage
vested
during the
year
Percentage
forfeited
during the
year
2021
28 October 2020
Cash bonus
Priyank
Thapliyal
2021
22 April 2021
Cash bonus
2020
29 April 2020
Cash bonus
Distribution of cash
to shareholders
Distribution of cash
to shareholders
Distribution of cash
to shareholders
Discretionary financial
year bonus, to be
195,899
100%
391,7981
100%
146,9241
100%
-
-
-
-
Melissa
North
2021
5 April 2021
Cash bonus
employed at date
125,0001
100%
of release of 2021
financial statements
1 Subsequent to year end.
/ Annual Report 2021
2 7
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f. Other information
Shares held by directors and key management personnel
The number of ordinary shares in the Company during the 2021 reporting period held by each of the Group’s key management
personnel, including their related parties, are set out below:
Balance at
start of year
Granted as
remuneration
Other changes
Held at the end of
reporting period
Director
Brian Gilbertson
Andrew Bell 1
Paul Murray
Priyank Thapliyal
200,000
17,024,914
1,190,000
57,437,584
Yeongjin Heo 2
134,992,472
Hans-Jürgen Mende 3
252,958,802
Brian Beem
176,950
-
-
-
-
-
-
-
21,283,226
21,483,226
(12,300,000)
4,724,914
-
1,190,000
2,000,000
59,437,584
-
134,992,472
3,000,000
255,958,802
(176,950)
-
1 Andrew Bell as the Chairman and Director of Red Rock Resources plc has a relevant interest in RRR Coal plc (RRR). RRR is the beneficial owner of 4,724,914
Ordinary Shares in the Company at balance date.
2 Yeongjin Heo as 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 Ordinary Shares in the Company at
balance date.
3 Hans-Jürgen Mende as Executive Chairman of the AMCI Group, which has a relevant interest in AMCI Group LLC. This entity is the registered owner of 145,845,372
Ordinary Shares in the Company at balance. Mr Mende also has a relevant interest in HJM Jupiter L.P, which is the beneficial owner of 110,113,430 Ordinary 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
There were no other material transactions with key management personnel for 2021 or 2020.
End of Audited Remuneration Report
2 8
Jupiter Mines Limited
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Corporate Governance
Statement
1. Overview
The Company’s Board of Directors (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’ (Fourth 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 27 May 2021 and has been approved by the Board.
2. ASX corporate governance principles and Recommendations
Principle ASX Recommendation
Comply Comments
Principle 1 – Lay solid foundations for management and oversight
1.1
A listed entity should have and disclose a board
charter setting out:
Yes
Jupiter has adopted a Board Charter that discloses the
role and responsibilities of the Board.
(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.
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,
Chief Financial Officer 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.
/ Annual Report 2021
2 9
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1.3
1.4
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 Chief Financial
Officer, 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
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
Jupiter Mines Limited
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Principle ASX Recommendation
Comply Comments
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.
The Company appointed its first female Director to
the Board on 14 March 2019, however this appointed
was not approved by shareholders and Ms North was
removed from the Board on 29 July 2019.
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.
1.5
A listed entity should:
No
(a) have and disclose a diversity policy
(b) through its board or a committee of
the board set measurable objectives
for achieving gender diversity in the
composition of its board, senior executives
and workforce generally; and
(c) disclose in relation to each reporting
period:
(i) the measurable objectives set for that
period to achieve gender diversity;
(ii) the entity’s progress towards achieving
those objectives; and
(iii) either:
(A) the respective proportions of men
and women on the board, in senior
executive positions and across
the whole workforce (including
how the entity has defined “senior
executive” for these purposes); or
(B) 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
the Act.
(d) 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
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
(ii) 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.
1.6
A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of the board,
its committees and individual directors;
and
(b) disclose for each reporting period whether
a performance evaluation was undertaken
in the reporting period in accordance with
that process.
Yes
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.
Jupiter will continue to disclose if and when it has
conducted any performance evaluations.
/ Annual Report 2021
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Principle ASX Recommendation
Comply Comments
1.7
A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of its senior
executives at least once every reporting
period; and
(b) disclose for each reporting period whether
a performance evaluation was undertaken
in the reporting period in accordance with
that process.
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.
Principle 2 – Structure the board to be effective and add value
2.1
The board of a listed entity should:
(a) have a nomination committee which:
Yes
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. All members are
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
(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.
2.2
A listed entity should have and disclose a board
skills matrix setting out the mix of skills 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.
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Principle ASX Recommendation
Comply Comments
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 or
relationship of the type described in Box
2.3 but the board is of the opinion that is
does not compromise the independence
of the director, the nature of interest,
position or relationship in question and
an explanation of why the board is of that
opinion; and
(c) the length of service of each director.
2.4
A majority of the board of a listed entity should
be independent directors.
No
The Board considers that Mr Paul Murray, Mr Andrew
Bell and Mr Brian Gilbertson 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, Mr Bell as a Director on 19 May 2008 and
Mr Gilbertson as a Director on 22 June 2010.
A majority of the Board are not independent Directors.
Three of the Board’s six Directors, being Mr Paul Murray,
Mr Andrew Bell and Mr Gilbertson are considered
independent.
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 Mr Hans Mende or Mr
Brian Beem independent because of their association
with AMCI Group LLC, a significant shareholder of
Jupiter.
The Company believes that the current structure of
the Board is the most appropriate given the size and
current operations of the Company.
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.
Yes
The Chairman, Mr Brian Gilbertson, is an independent
Director.
Mr Priyank Thapliyal is the Chief Executive Officer and is
not the Chairman.
/ Annual Report 2021
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Principle ASX Recommendation
Comply Comments
2.6
A listed entity should have a program for
inducting new directors and for periodically
reviewing whether there is a need for
existing directors to undertake professional
development to 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 – Instil a Culture of Acting Lawfully, Ethically and Responsibly
3.1
A listed entity should articulate and disclose its
values.
3.2
A listed entity should:
(a) have a code of conduct for its directors,
senior executives and employees; and
(b) ensure that the board or a committee
of the board is informed of any material
breaches of that code.
Yes
Jupiter Mines instils the below values:
To be bold in its industry area, act with integrity, be
honest and respectful to our people, stakeholders and
the environment.
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
the Company’s website.
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Principle ASX Recommendation
Comply Comments
The Company has a Whistleblower Policy, available
on the Company’s website, which demonstrates the
Company’s commitment to promote a culture of ethical
corporate behaviour.
The Company has an Anti-Bribery and Corruption
Policy, available on the Company’s website. The Policy
outlines the Company’s commitment to fair and legal
business practices, anti-bribery and corruption.
Any material incidents related to Bribery or Corruption
will be reported to the Audit Committee and/or the
Board, depending on the nature of the breach.
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 both independent and non-executive
Directors. 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
the Company’s website.
3.3
A listed entity should:
Yes
(a) have and disclose a whistleblower policy;
and
(b) ensure that the board or a committee
of the board is informed of any material
incidents reported under that policy.
3.4
A listed entity should:
Yes
(a) have and disclose an anti-bribery and
corruption policy; and
(b) ensure that the board or a committee
of the board is informed of any material
breaches of that policy.
Principle 4 – Safeguard the Integrity of Corporate Reports
4.1
The board of a listed entity should:
Yes
(a) 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.
/ Annual Report 2021
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Principle ASX Recommendation
Comply Comments
4.2
4.3
Yes
As a matter of practice, Jupiter obtains declarations
from its Chief Executive Officer and Chief Financial
Officer substantially in the form referred to in
Recommendation 4.2 before approving its financial
statements.
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.
A listed entity should disclose its process to
verify the integrity of any periodic corporate
report it releases to the market that is not
audited or reviewed by an external auditor.
Yes
The Managing Director and Company Secretary are
responsible for reviewing all communications to the
market to ensure they are full and accurate and comply
with the Company’s obligations.
Principle 5 – Make Timely and Balanced Disclosure
A listed entity should have and disclose
a written policy for complying with its
continuous disclosure obligations under listing
rule 3.1.
Yes
Jupiter has adopted a Continuous Disclosure Policy.
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.
The Company will post all announcements provided to
ASX on its website.
A copy of the Continuous Disclosure Policy is available
on the Company’s website.
The Company Secretary, who reports to the Chairman,
ensures that the board receives copies of all material
market announcements after they have been released.
Under the Company’s Continuous Disclosure Policy,
any written materials containing new price sensitive
information to be used in investor presentations are
lodged with ASX prior to the presentation commencing.
Upon confirmation of receipt by ASX, the material is
posted to the Company’s website.
A listed entity should ensure that its board
receives copies of all material market
announcements promptly after they have
been made.
A listed entity that gives a new and substantive
investor or analyst presentation should release
a copy of the presentation materials on the
ASX Market Announcements Platform ahead
of the presentation.
Yes
Yes
5.1
5.2
5.3
Principle 6 – Respect the rights of security holders
6.1
A listed entity should provide information
about itself and its governance to investors via
its website.
Yes
Information about Jupiter and its corporate governance,
including copies of the Company’s various corporate
governance policies and charters, are available on its
website.
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Principle ASX Recommendation
Comply Comments
6.2
A listed entity should have an investor relations
program that facilitates effective two-way
communication with investors.
Yes
6.3
A listed entity should disclose how it facilitates
and encourages participation at meetings of
security holders.
Yes
6.4
6.5
A listed entity should ensure that all
substantive resolutions at a meeting of security
holders are decided by a poll rather than by a
show of hands.
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
Yes
The Shareholder Communications Policy, which is
available on the Company’s website, recognises the
value of providing current and relevant information
to its shareholders. The Chairman, Managing Director
and Company Secretary have primary responsibility for
communications with shareholders.
The Company is committed to the promotion of
investor confidence through the below information:
continuous disclosure of all material information
periodic disclosures through annual, half-year and
quarterly reports; and
briefings with the domestic and
international
investment community.
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.
Shareholders are able to vote on resolutions via the
Share Registry Platform, or by submitting proxy forms
as outlined in the Notice of Meeting.
Voting on all resolutions at meetings of shareholders
are decided by a poll.
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 annual reports
and notice of meeting) to the ASX announcements
platform.
/ Annual Report 2021
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Principle ASX Recommendation
Comply Comments
Principle 7 – Recognise and manage risk
7.1
The board of a listed entity 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, 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.
7.2
The board or a committee of the board should:
Yes
(a) review the entity’s risk management
framework at least annually to satisfy itself
that it continues to be sound that the
entity is operating with due regard to the
risk appetite set by the board; and
(b) disclose, in relation to each reporting
period, whether such a review has taken
place.
7.3
A listed entity should disclose:
No
(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.
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.
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Comply Comments
7.4
A listed entity should disclose whether it has
any material exposure to environmental or
social risks and, if it does, how it manages or
intends to manage those risks.
Yes
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
concentrated at one mine;
from mining operations being
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.
Principle 8 – Remunerate fairly and responsibly
8.1
The board of a listed entity should
(a) have a remuneration committee which:
(i) has at least three members, a majority
of whom are independent directors;
and
Yes
The Company has established a RN Committee to assist
the Board in fulfilling its responsibilities with respect to:
remuneration policies for non–executive Directors;
remuneration policies for executive Directors;
remuneration policies for executive management;
(ii) is chaired by an independent director,
equity participation;
and disclose:
(iii) the charter of the committee;
human resources policies; and
any other matters referred to the RN Committee by
(iv) the members of the committee; and
the Board.
(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 remuneration
committee, disclose that fact and the
processes it employs for setting the
level and composition of remuneration
for directors and senior executives and
ensuring that such remuneration is
appropriate and not excessive.
8.2
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
8.3
A listed entity which has an equity-based
remuneration scheme should:
Yes
(a) 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
(b) disclose that policy or a summary of it.
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. All members are both
independent and non-executive Directors. Mr Murray
acts as the chairman of the RN Committee.
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 the
Company’s website.
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.
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 Personnel 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 Personnel Share Trading Policy is available
on the Company’s website.
/ Annual Report 2021
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REPORT
F O R T H E Y E A R E N D E D
4 0
ABN 51 105 991 740
CONSOLIDATED ENTITY
Jupiter Mines Limited
Statement of Consolidated
Profit or Loss and Other
Comprehensive Income
FOR THE YEAR ENDED 28 FEBRUARY 2021
Revenue
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
Finance income
Finance costs
Foreign exchange (loss)/gain
Profit before income tax
Income tax benefit/(expense)
Net profit attributable to members of parent entity
Loss for the year from discontinued operations
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
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 profit/(loss) for the period, net of tax
Total comprehensive income for the period
Profit for the year attributable to:
Owners of the parent
Total comprehensive profit/(loss) attributable to:
Owners of the parent
Overall Operations
Consolidated Group
Note
February 2021
$
February 2020
$
2
2
17
10
11
4
14
8,202,796
10,358,857
8,202,796
10,358,857
592,071
660,096
(2,163,753)
(2,533,112)
(2,581)
(3,085)
(2,427)
(4,086)
(136,383)
(77,905)
(2,233,204)
(4,264,161)
4,255,861
4,137,262
62,937,155
98,191,396
247,034
(3,693)
(281,327)
1,188,810
(476,780)
885,403
67,155,030
103,926,091
3
643,041
(8,807,588)
67,798,071
95,118,503
(278,671)
-
67,519,400
95,118,503
19
19
(400,378)
(18,314)
462,601
62,223
(217,535)
(235,849)
67,581,623
94,882,654
67,519,400
95,118,503
62,223
(235,849)
Basic and diluted earnings per share from continued operations
Basic and diluted earnings per share from discontinued operations
0.0346
(0.0001)
0.0486
-
The Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.
/ Annual Report 2021
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Statement of Consolidated
Financial Position
AS AT 28 FEBRUARY 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Assets included in disposal group held for distribution
Other current assets
TOTAL CURRENT ASSETS
NON-CURRENT 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
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 2021
$
February 2020
$
6
7
31
12
8
10
11
14
13
3
15
16
60,622,311
29,285,067
46,171,674
40,357,267
17,430,884
-
57,884
57,884
124,282,753
69,700,218
43,120
3,857
46
329,528
4,721
3,131
430,593,793
437,601,406
-
11,774,238
1,131,537
633,417
431,772,353
450,346,441
556,055,106
520,046,659
42,462,258
37,619,369
302,486
218,029
42,764,744
37,837,398
3
53,974,718
56,192,897
53,974,718
56,192,897
96,739,462
94,030,295
459,315,644
426,016,364
18
19
410,435,400
410,435,400
(470,835)
62,604
49,351,079
15,518,360
459,315,644
426,016,364
The above Statement of Financial Position should be read in conjunction with the accompanying notes.
4 2
Jupiter Mines Limited
Statement of Consolidated
Changes in Equity
FOR THE YEAR ENDED 28 FEBRUARY 2021
Ordinary
Issued Capital
$
Foreign
Currency
Translation
Reserve
$
Equity
Instruments at
FVOCI Reserve
$
Accumulated
Profits/
(Losses)
$
Total
$
Balance at 1 March 2019
410,435,400
(41,804)
340,257
(1,240,502)
409,493,351
Profit attributable to members
of parent entity
Total other comprehensive
income/(loss) for the year
Total comprehensive income
for the year
Dividends paid/declared
-
-
-
-
-
-
95,118,503
95,118,503
(18,314)
(217,535)
-
(235,849)
(18,314)
(217,535)
95,118,503
94,882,654
-
-
(78,359,641)
(78,359,641)
Balance as at 29 February 2020
410,435,400
(60,118)
122,722
15,518,360
426,016,364
Profit attributable to members
of parent entity
Total other comprehensive
income/(loss) for the year
Total comprehensive income
for the year
Dividends paid/declared
Transfer of fair value reserve of
equity instruments designated
at FVOCI
-
-
-
-
-
-
-
67,519,400
67,519,400
(400,378)
462,601
-
62,223
(400,378)
462,601
67,519,400
67,581,623
-
-
-
(34,282,343)
(34,282,343)
(595,662)
595,662
-
Balance as at 28 February 2021
410,435,400
(460,496)
(10,339)
49,351,079
459,315,644
During FY2021, the Group sold its equity interest in GWR Group Limited. The fair value on the date of sale is $749,008 and the
accumulated gain recognised in OCI of $595,662 was transferred to retained earnings.
The Statement of Changes in Equity should be read in conjunction with the accompanying notes.
/ Annual Report 2021
4 3
Statement of Consolidated
Cash Flows
FOR THE YEAR ENDED 28 FEBRUARY 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Receipts from customers
Income taxes paid
Net cash used in discontinued operations
Consolidated Group
Note
February 2021
$
February 2020
$
(3,068,629)
(12,825,698)
8,500,819
14,190,076
(2,230,436)
(2,692,358)
(5,698)
-
Net cash generated from / (used in) operating activities
23
3,196,056
(1,327,980)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
10
(1,717)
(2,183)
Payments for exploration and evaluation of mining reserves
-
(974,238)
Proceeds from sale of financial assets
749,008
-
Dividend received from investments
14
69,944,768
83,431,732
Interest received
Net cash used in discontinued operations
Net cash from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
297,548
1,158,122
(941,783)
-
70,047,824
83,613,433
Dividend paid
29
(34,282,345)
(127,334,417)
Net cash used in discontinued operations
Net cash used in financing activities
(65,948)
-
(34,348,293)
(127,334,417)
Net increase/(decrease) in cash and cash equivalents held
38,895,587
(45,048,964)
Cash and cash equivalents at beginning of financial period
Effect of exchange rates on cash holdings in foreign currencies
Cash and cash equivalents at the end of the financial period
6
6
29,285,067
72,848,680
(2,558,342)
1,485,351
65,622,312
29,285,067
The Statement of Cash Flows should be read in conjunction with the accompanying notes.
4 4
Jupiter Mines Limited
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Notes to the Consolidated
Financial Statements
FOR THE YEAR ENDED 28 FEBRUARY 2021
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 27 May 2021.
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
items
measured at fair value in a foreign currency are translated
using the exchange rates at the date when the fair value was
determined.
initial transaction. Non-monetary
(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.
Basis of Preparation
These general purpose financial statements have been
prepared in accordance with Australian Accounting Standards,
Australian Accounting Interpretations, other authoritative
pronouncements of the Australian Accounting Standards
Board (AASB) and the Corporations Act 2001.
Australian Accounting Standards set out accounting policies
that the AASB has concluded would result in a financial
report containing relevant and reliable information about
transactions, events and conditions. Compliance with
Australian Accounting Standards ensures that the financial
statements and notes also comply with International Financial
Reporting Standards. Material accounting policies adopted in
the preparation of this financial report are presented below
and have been consistently applied unless otherwise stated.
The financial report has been prepared on an accruals basis
and is based on historical costs, modified, where applicable,
by the measurement at fair value of selected non-current
assets, financial assets and financial liabilities. All amounts in
the financial report have been rounded to the nearest dollar.
Tables may not cast in all instances due to rounding.
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 its subsidiaries as of 28 February 2021.
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.
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.
/ Annual Report 2021
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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 acquiree, 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 Group acquired an interest in Tshipi é Ntle Manganese
Mining Proprietary Limited (“Tshipi”), a joint venture entity, in
October 2010. The Group’s accounting policy for joint ventures
was considered by the Directors as part of the deliberation on
the Tshipi acquisition, and had not been formally considered
or articulated previously.
A joint venture 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.
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.
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
income tax expense (income) and deferred tax
current
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 as 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 assts
or liabilities are expected to be recovered or settled.
d. property, plant and equipment
Each class of property, plant and equipment is carried at
cost as indicated less, where applicable, any accumulated
depreciation and impairment losses.
Plant and equipment
Plant and equipment are measured on the cost basis.
The carrying amount of plant and equipment is reviewed
annually by directors to ensure it is not in excess of the
recoverable amount from these assets. The recoverable
amount is assessed on the basis of the expected net cash
flows that will be received from the asset’s employment and
subsequent disposal. The expected net cash flows have been
discounted to their present values in determining recoverable
amounts.
The cost of fixed assets constructed within the Consolidated
Group includes the cost of materials, direct labour, borrowing
costs and an appropriate proportion of fixed and variable
overheads.
Subsequent costs are included in the asset’s carrying amount
or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with
the item will flow to the Group and the cost of the item can
be measured reliably. All other repairs and maintenance
are charged to the Statement of Profit or Loss and Other
Comprehensive Income during the financial year in which
they are incurred.
4 6
Jupiter Mines Limited
Depreciation
The depreciable amount of all fixed assets is depreciated on a
straight-line basis over their useful lives to the Consolidated
Group commencing from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable
assets are:
Class of Fixed Asset
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.
e. exploration and evaluation
expenditure
The application of the Group’s accounting policy for exploration
and evaluation expenditure requires judgment in determining
whether it is likely that future economic benefits are likely either
from future exploitation or sale or where activities have not
reached a stage that 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. Financial instruments
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.
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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 fair value through other
comprehensive income (“Equity FVTOCI”)
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,
forward-looking
indicators
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.
external
and
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.
/ Annual Report 2021
4 7
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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
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.
g. 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.
h. employee Benefits
Provisions are 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.
i. 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.
j. 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.
k. 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.
l. Revenue and Other income
AASB 15 Revenue from Contracts with Customers outlines a
single comprehensive model of accounting for revenue arising
from contracts with customers. 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(q). 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.
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).
4 8
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m. 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.
n. goods and Services tax (gSt)
Revenues, expenses and assets are recognised net of the
amount of GST, except where the amount of GST incurred is
not recoverable from the Australian Taxation Office (ATO).
Receivables and payables are stated inclusive of the amount of
GST receivable or payable. The net amount of GST recoverable
from, or payable to, the ATO is included with other receivables
or payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components
of cash flows arising from investing or financing activities that
are recoverable from, or payable to, the ATO are presented as
operating cash flows included in receipts from customers or
payments to suppliers.
o. trade and Other payables
Trade and other payables are carried at cost and, due to their
short term nature, 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.
p. comparative Figures
When required by Accounting Standards, comparative figures
have been adjusted to conform to changes in presentation for
the current financial period.
q. critical Accounting estimates and
Judgements
and
The Directors evaluate estimates
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
activities have not reached a stage that 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.
Key judgements – revenue from contracts with customers
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.
r. non-current assets held for
distribution and discontinued
operations
The Group classifies non-current assets and disposal groups as
held for distribution if their carrying amounts will be recovered
principally through a sale transaction rather than through
continuing use. Non-current assets and disposal groups
classified as held for distribution are measured at the lower
of their carrying amount and fair value less costs to sell. Costs
to sell are the incremental costs directly attributable to the
disposal of an asset (disposal group), excluding finance costs
and income tax expense.
The criteria for held for distribution classification is regarded
as met only when the sale is highly probable and the asset or
disposal group is available for immediate sale in its present
condition. Actions required to complete the sale should
indicate that it is unlikely that significant changes to the sale
will be made or that the decision to sell will be withdrawn.
Management must be committed to the plan to sell the asset
and the sale expected to be completed within one year from
the date of the classification.
/ Annual Report 2021
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Assets and liabilities classified as held for distribution are presented separately as current items in the statement of financial position.
A disposal group qualifies as discontinued operation if it is a component of an entity that either has been disposed of, or is classified
as held for sale, and:
Represents a separate major line of business or geographical area of operations
Is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations, or;
Is a subsidiary acquired exclusively with a view to resale.
Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or
loss after tax from discontinued operations in the statement of profit or loss.
Additional disclosures are provided in note 31. All other notes to the financial statements include amounts for continuing operations,
unless indicated otherwise.
New and amended Accounting Standards and Interpretations for current year
A number of new Standards, amendment of Standards and interpretations which have become effective for the year ended
28 February 2021 have been adopted and do not have a significant impact on the Group’s financial results or position.
New accounting standards not yet effective
There are no forthcoming standards and amendments that are expected to have a material impact on the group in the current or
future reporting periods, or on foreseeable future transactions.
nOte 2: RevenUe
Marketing fee revenue
Gross profit
Other income
Other income
Consolidated Group
February 2021
$
February 2020
$
8,202,796
10,358,857
8,202,796
10,358,857
592,071
660,096
592,071
660,096
The “SA Branch” is registered in South Africa for the purpose of the sale and export of Jupiter’s share of Tshipi manganese ore.
AASB 15 Revenue from Contracts with Customers outlines a single comprehensive model of accounting for revenue arising from
contracts with customers. 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.
Tshipi joint venture records the sale of manganese ore as revenue and Jupiter records its share of the Tshipi profits by equity
accounting.
Sale of Manganese Ore
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.
5 0
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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.
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.
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% (2020: 30%) and the reported tax expense in the profit or loss are as follows:
Tax expense comprises:
(a) Current tax
Add:
Consolidated Group
February 2021
$
February 2020
$
2,073,305
2,291,414
Deferred income tax relating to origination and reversal of temporary differences
Current tax in respect of prior years
-
758,253
Origination and reversal of timing differences
(1,984,776)
4,447,465
Recognition of deferred tax asset losses
Under provision in respect of prior years
Tax (benefit)/expense
(735,720)
-
4,150
1,310,456
(643,041)
8,807,588
/ Annual Report 2021
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(b) Accounting profit before tax
Consolidated Group
February 2021
$
February 2020
$
66,876,362
103,926,091
Domestic tax rate for Jupiter Mines Limited at 30% (2020: 30%)
20,062,909
31,177,827
Tax rate differential
(152,809)
(158,024)
Other expenditure not allowed or allowable for income tax purposes
426,142
748,594
Under provision in respect of prior years
4,150
2,068,710
Share of profit in equity accounted investments
(20,983,433)
(25,029,519)
Income tax (benefit)/expense
(643,041)
8,807,588
Deferred taxes arising from temporary differences and unused tax losses can be summarised as follows:
Deferred Tax Assets (Liabilities)
Liabilities
Opening balance
1 March 2020
Recognised in
Profit and Loss
During the Year
Closing Balance
28 February 2021
Property, plant and equipment
9,695
(9,695)
-
Exploration and discontinued operations
(3,515,171)
(282,535)
(3,797,706)
Other
(409,360)
408,126
(1,234)
Investments using the equity method
(52,278,061)
2,102,283
(50,175,778)
Balance as at 28 February 2021
(56,192,897)
2,218,179
(53,974,718)
Assets
Property, plant and equipment
Pension and other employee obligations
Trade and other receivables
Other
Tax losses
Balance as at 28 February 2021
-
57,879
-
27,657
547,881
633,417
3,057
25,259
12,602
(6,143)
3,057
83,138
12,602
21,514
463,345
1,011,226
498,120
1,131,537
Net Deferred Tax Liabilities
(55,559,480)
2,716,299
(52,843,181)
5 2
Jupiter Mines Limited
nOte 4: OtHeR eXpenSeS
Manganese marketing costs
Insurance expense
Consultancy fees
Professional fees
Directors fees
Regulatory fees
Other costs
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Consolidated Group
February 2021
$
February 2020
$
-
1,806,620
849,817
715,326
46,973
125,189
437,931
411,972
371,000
337,640
197,811
238,433
329,672
628,981
2,233,204
4,264,161
nOte 5: eARningS peR SHARe (“epS”)
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
Consolidated Group
February 2021
$
February 2020
$
67,519,400
95,118,503
No.
No.
Weighted average number of ordinary shares outstanding during the year used in
calculating basic EPS and dilutive EPS
1,958,991,033
1,958,991,033
Profit per share from continued operations
Profit per share from discontinued operations
$0.0346
$0.0486
$(0.0001)
-
nOte 6: cASH And cASH eQUivALentS
Cash at bank and in hand
Short-term bank deposits
Consolidated Group
February 2021
$
February 2020
$
52,189,018
10,011,113
8,433,293
19,273,954
60,622,311
29,285,067
The effective interest rate on short-term bank deposits was 2.33%; (February 2020: 2.07%) the term deposits range between 30 and
90 days.
/ Annual Report 2021
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nOte 7: tRAde And OtHeR ReceivABLeS
Trade receivables
GST and VAT receivables
Income tax refundable
Sundry receivables
Consolidated Group
February 2021
$
February 2020
$
44,796,789
39,329,578
206,696
166,333
76,212
-
1,091,977
861,356
46,171,674
40,357,267
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 (“FvOci”)
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 Limited
Juno Minerals Limited
Consolidated Group
February 2021
$
February 2020
$
43,120
329,528
Percentage Owned (%)
Country of
Incorporation
February 2021
February 2020
Australia
Australia
Australia
Australia
Australia
Australia
100
100
100
100
100
100
100
100
100
100
-
100
Jupiter Mines Limited (Incorporated in Australia) External Profit
Company (“Jupiter South African Branch”)
South Africa
During the period all Controlled Entities with the exception of Jupiter Kalahari Pty Ltd, Jupiter South African Branch and Juno
Minerals Limited were dormant.
5 4
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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
Leasehold
Improvements
$
Plant and
Equipment
$
Furniture and
Fittings
$
Total
$
Balance as at 1 March 2020
110,923
3,739,993
195,740
4,046,656
Additions
Disposals
-
-
1,717
(48,657)
-
-
1,717
(48,657)
Balance as at 28 February 2021
110,923
3,693,053
195,740
3,999,716
Depreciation and impairment
Balance as at 1 March 2020
(110,923)
(3,735,272)
(195,740)
(4,041,935)
Disposal
Depreciation
-
-
48,657
(2,581)
-
-
48,657
(2,581)
Balance as at 28 February 2021
(110,923)
(3,689,196)
(195,740)
(3,995,859)
Carrying amount as at 28 February 2021
-
3,857
-
3,857
Gross carrying amount
Leasehold
Improvements
$
Plant and
Equipment
$
Furniture and
Fittings
$
Total
$
Balance as at 1 March 2019
110,923
3,737,810
195,740
4,044,473
Additions
-
2,183
-
2,183
Balance as at 29 February 2020
110,923
3,739,993
195,740
4,046,656
Depreciation and impairment
Balance as at 1 March 2019
(110,923)
(3,732,845)
(195,740)
(4,039,508)
Depreciation
-
(2,427)
-
(2,427)
Balance as at 29 February 2020
(110,923)
(3,735,272)
(195,740)
(4,041,935)
Carrying amount as at 29 February 2020
-
4,721
-
4,721
/ Annual Report 2021
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nOte 11: intAngiBLe ASSetS
Details of the Group’s other intangible assets and their carrying amounts are as follows:
Gross carrying amount
Balance as at 1 March 2020
Additions, separately acquired
Balance as at 28 February 2021
Amortisation and impairment
Balance as at 1 March 2020
Amortisation
Balance as at 28 February 2021
Carrying amount at 28 February 2021
Gross carrying amount
Balance as at 1 March 2019
Additions, separately acquired
Balance as at 29 February 2020
Amortisation and impairment
Balance as at 1 March 2019
Reversal of amortisation
Balance as at 29 February 2020
Carrying amount at 29 February 2020
Software
Licenses $
Total $
347,504
347,504
-
-
347,504
347,504
(344,373)
(344,373)
(3,085)
(3,085)
(347,458)
(347,458)
46
46
Software
Licenses $
Total $
347,504
347,504
-
-
347,504
347,504
(340,287)
(340,287)
(4,086)
(4,086)
(344,373)
(344,373)
3,131
3,131
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
5 6
Jupiter Mines Limited
nOte 12: OtHeR cURRent ASSetS
Deposits
nOte 13: eXpLORAtiOn And evALUAtiOn ASSetS
Opening Balance
Additions
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Consolidated Group
February 2021
$
February 2020
$
57,884
57,884
57,884
57,884
Consolidated Group
February 2021
$
February 2020
$
11,774,238
10,800,000
941,783
974,238
Assets reclassified to discontinued operations
(12,716,021)
-
Closing Balance
Costs carried forward in respect of the following areas of interest:
Mount Mason
Mount Ida
Closing Balance
-
-
-
-
11,774,238
927,829
10,846,409
11,774,238
/ Annual Report 2021
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nOte 14: inveStMentS AccOUnted FOR USing tHe eQUitY MetHOd
Set out below is the Joint Venture held by the Group as at 28 February 2021, 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.
Ownership interest held
by the Group
Name of Entity
Tshipi é Ntle Manganese Mining
(Proprietary) Limited
Country of
Incorporation
February 2021
February 2020
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
February 2021
$
February 2020
$
437,601,406
422,841,742
62,937,155
98,191,396
(69,944,768)
(83,431,732)
Total investments using the equity method
430,593,793
437,601,406
Current assets (a)
Non-current assets
Total assets
Current liabilities (b)
Non-current liabilities
Total liabilities
Net assets
(a) Includes cash and cash equivalents
177,188,355
219,621,586
241,967,214
252,181,503
419,155,569
471,803,089
60,221,830
49,055,786
66,594,008
65,739,816
126,815,838
114,795,602
292,339,731
357,007,487
44,105,720
109,358,747
(b) Includes financial liabilities (excluding trade and other payables
11,550,299
8,017,262
Revenue
Profit for the year
Other comprehensive income for the year
Total other comprehensive income for the year
Depreciation and amortisation
Tax expense
126,126,558
196,776,416
-
-
-
-
48,087,650
65,286,722
49,040,686
76,973,225
In accordance with the Group’s accounting policies and processes, the Group performs impairment testing annually at 28 February.
The Board has considered in depth its Tshipi investment with regards to impairments indicators under AASB 136 and both internal
and external sources of information, with specific regard to the ongoing economic effects of the COVID-19 pandemic. The Board
does not believe any indicators exist and an independent valuation has not been commissioned for the 2021 financial year.
5 8
Jupiter Mines Limited
nOte 15: tRAde And OtHeR pAYABLeS
Trade payables
Income tax payable
Sundry payables and accrued expenses
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Consolidated Group
February 2021
$
February 2020
$
41,679,440
36,501,106
-
80,967
782,818
1,037,296
42,462,258
37,619,369
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.
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 2020 – employee benefits
Additional provisions
Amount utilised
Carrying amount 28 February 2021
Carrying amount 1 March 2019 – employee benefits
Additional provisions
Amount utilised
Carrying amount 29 February 2020
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
February 2021
$
218,029
107,898
(23,441)
302,486
February 2020
$
125,078
147,157
(54,206)
218,029
Consolidated Group
February 2021
$
February 2020
$
1,504,232
1,614,632
38,136
18,562
38,544
16,920
602,823
863,016
2,163,753
2,533,112
Bonuses relate to payments paid or accrued to the Chief Executive Officer and Chief Financial Officer. Refer to Remuneration
Report for further details.
/ Annual Report 2021
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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.
2021
No. Shares
2020
No. Shares
February 2021
$
February 2020
$
Shares issued and fully paid:
Beginning of the year
1,958,991,033
1,958,991,033
410,435,400
410,435,400
Total contributed equity
1,958,991,033
1,958,991,033
410,435,400
410,435,400
nOte 19: ReSeRveS
Foreign
Currency
Translation
Reserve $
Equity
Instruments at
FVOCI Reserve
$
Total
$
Balance at 1 March 2019
(41,804)
340,257
298,453
Current year movement, net of tax
(18,314)
(217,535)
(235,849)
Balance as at 29 February 2020
(60,118)
122,722
62,604
Current year movement, net of tax
(400,378)
(133,061)
(533,439)
Balance as at 28 February 2021
(460,496)
(10,339)
(470,835)
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 2021
$
February 2020
$
38,396
38,892
-
-
38,396
38,892
This is made up of a non-cancellable lease of 2 years however it can be subleased (with prior consent of Lessor), which expired on
31 May 2020. The lease was subsequently extended to 30 November 2021. 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 9 months (1 March 2021 to 30 November 2021) which is the end of the lease. The expense recognised for the operating lease was
$51,194 (2020: $53,177). The property lease is non-cancellable for six months, 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 $547,156 (2020: $535,207) and exploration
expenditure of $676,100 (2020: $676,100).
6 0
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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 (2020: $57,884). Total utilised
at reporting date was $57,884 (2020: $57,884).
Contingent assets
No contingent assets exist as at 28 February 2021 or 29 February 2020.
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 their 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:
28 February 2021
Marketing fee revenue
Employee benefits expense
Other expenses
CYIP –
Iron Ore
(Australia)
$
Jupiter Mines
– Manganese
(South Africa)
$
Tshipi –
Manganese
(South Africa)
$
-
-
-
8,202,796
(223,917)
(265,711)
Total
$
8,202,796
(223,917)
(265,711)
(278,671)
7,434,497
-
-
-
-
-
Loss from discontinued operations
(278,671)
-
Segment operating profit
(278,671)
7,713,168
Share of profit from joint venture entities using the
equity method
Finance costs
Foreign exchange gain
Total
Corporate
Net profit before tax from continuing operations
-
-
-
-
62,937,155
62,937,155
14,599
(101,482)
-
-
14,599
(101,482)
(278,671)
7,626,285
62,937,155
70,284,769
(3,129,739)
67,155,030
Segment assets from continued operations
-
47,583,423
430,593,793
478,177,216
Segment assets from discontinued operations
17,430,884
Corporate assets
Total assets
Segment liabilities
Corporate liabilities
Total liabilities
-
-
-
-
(41,770,184)
-
-
-
17,430,884
60,447,006
556,055,106
(41,770,184)
(54,969,278)
(96,739,462)
/ Annual Report 2021
6 1
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29 February 2020
Marketing fee revenue
Employee benefits expense
Other expenses
Segment operating profit
Share of profit from joint venture entities using the
equity method
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
CYIP –
Iron Ore
(Australia)
$
Jupiter Mines
– Manganese
(South Africa)
$
Tshipi –
Manganese
(South Africa)
$
-
-
-
-
-
-
-
-
10,358,857
(450,610)
(2,221,107)
7,687,140
-
-
-
-
Total
$
10,358,857
(450,610)
(2,221,107)
7,687,140
-
98,191,396
98,191,396
(471,447)
611,549
-
-
(471,447)
611,549
7,827,242
98,191,396
106,018,638
(2,092,547)
103,926,091
11,774,238
43,056,258
437,601,406
492,431,902
27,614,757
520,046,659
-
(40,305,240)
-
(40,305,240)
(53,725,055)
(94,030,295)
nOte 23: RecOnciLiAtiOn OF cASH FLOwS FROM OpeRAting ActivitieS
Profit after income tax
Adjustments for:
Depreciation and amortisation
Discontinued operations
Interest income
Foreign exchange differences
Consolidated Group
February 2021
$
February 2020
$
67,519,400
95,118,503
5,666
6,513
285,694
-
(232,153)
(1,158,121)
2,157,963
(1,503,665)
Share of profit from joint venture entities using equity method
(62,937,155)
(98,191,396)
Net changes in working capital:
(Increase)/decrease in trade and other receivables
(5,814,407)
45,012,561
Increase/(decrease) in trade payables and other creditors
4,842,889
(46,463,248)
Increase/(decrease) in provisions
Increase/(decrease) in deferred tax liability
Increase/(decrease) in deferred tax asset
Net cash from/(used in) operating activities
6 2
84,457
92,951
(2,218,178)
5,036,176
(498,120)
721,746
3,196,056
(1,327,980)
Jupiter Mines Limited
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nOte 24: eventS AFteR tHe RepORting dAte
These financial statements were authorised for issue on 27 May 2021 by Director Priyank Thapliyal.
Jupiter received ZAR30,600,000 from its South African marketing operations on 3 May 2021.
On 22 April 2021, the Directors declared a final dividend for the year ended 28 February 2021 of $0.02 per ordinary share, paid on 21
May 2021.
On 7 May 2021, Jupiter completed the demerger of its Central Yilgarn Iron Assets through Juno Minerals Limited (“Juno”), after which
Juno was no longer a wholly owned subsidiary of Jupiter. Jupiter realised a profit on demerger of $12,299,465.
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
Director fees paid to POSCO Australia, a company in which Mr Y Heo has a beneficial
interest
Consolidated Group
February 2021
$
February 2020
$
60,000
60,000
66,000
66,000
132,500
132,500
57,500
57,500
Director fees paid to AMCI Finance GmbH, a company in which Mr H Mende has a
beneficial interest
55,000
21,640
Expenses reimbursed to Pallinghurst Advisors LLP, a company in which Mr B
Gilbertson has a beneficial interest
Private office and 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 and equivalents
Other short term benefits
Long service leave
Total short-term employee benefits
Total remuneration
Transactions with joint ventures:
-
2,860
69,410
13,619
872
27,149
83,443
171
2,071,460
2,380,261
45,403
21,519
4,264
41,507
17,365
30,524
2,142,646
2,469,657
2,597,547
2,920,920
Trade amounts receivable from Tshipi é Ntle Manganese Mining (Proprietary) Limited
(Marketing, management fee and other fees)
3,032,152
2,899,513
Trade amounts payable to Tshipi é Ntle Manganese Mining (Proprietary) Limited
(Purchases and other charges)
39,559,193
32,440,212
/ Annual Report 2021
6 3
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nOte 26: FinAnciAL inStRUMentS
The Group’s financial instruments consist mainly of deposits with banks, short-term investments, accounts receivable and payables.
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 2021
$
February 2020
$
60,622,311
29,285,067
46,171,674
40,357,267
43,120
329,528
57,884
57,884
106,894,989
70,029,746
42,462,258
37,619,369
42,462,258
37,619,369
Financial Risk Management Policies
The Directors monitor the Group’s financial risk management policies and exposures and approve 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.
6 4
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(b) Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its
obligations related to financial liabilities. The Group manages this risk through the following mechanisms:
preparing forward looking cash flow analysis in relation to its operational, investing and financing activities;
monitoring undrawn credit facilities;
obtaining funding from a variety of sources;
maintaining a reputable credit profile;
managing credit risk related to financial assets;
only investing surplus cash with major financial institutions; and
comparing the maturity profile of financial liabilities with the realisation profile of financial assets.
The Group has no significant exposure to liquidity risk due to the level of cash and cash equivalents detailed at Note 6. The Group
manages liquidity risk by monitoring immediate and forecast cash requirements and ensuring adequate cash reserves are
maintained.
The tables below reflect an undiscounted contractual maturity analysis for financial liabilities. Cash flows realised from financial
assets reflect management’s expectation as to the timing of realisation. Actual timing may therefore differ from that disclosed. The
timing of cash flows presented in the table to settle financial liabilities reflects the earliest contractual settlement dates.
Within 1 Year
1 to 5 Years
Over 5 Years
Total
2021
$
2020
$
2021
$
2020
$
2021
$
2020
$
2021
$
2020
$
Consolidated Group
Financial liabilities
Trade and other payables
42,462,258
37,619,369
Total expected outflows
42,462,258
37,619,369
Financial assets
Cash and cash
equivalents
Trade and other
receivables
Equity instruments at
FVOCI
60,622,311
29,285,067
46,171,674
40,357,267
-
-
-
-
-
-
-
-
-
- 43,120
329,528
Other current assets
57,884
57,884
-
-
Total anticipated inflows
106,851,869
69,700,218 43,120
329,528
Net inflow on financial
instruments
64,389,611 32,080,849 43,120 329,528
-
-
-
-
-
-
-
-
-
-
-
-
-
-
42,462,258
37,619,369
42,462,258
37,619,369
60,622,311 29,285,067
46,171,674
40,357,267
43,120
329,528
57,884
57,884
- 106,894,989
70,029,746
-
64,432,731 32,410,377
/ Annual Report 2021
6 5
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(c) Market Risk
Market risk arises from the Groups use of interest-bearing and foreign currency financial instruments. It is the risk that the fair value
of future cash flows of a 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
(ii) Foreign exchange risk
Consolidated Group
February 2021
$
February 2020
$
60,622,311
29,285,067
57,884
57,884
60,680,195
29,342,951
-
-
-
-
Jupiter operates internationally and is exposed to foreign exchange risk arising from various currency exposures primarily with
respect to the US 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 three different currencies as set out below:
Financial Assets
(iii) Other price risk
28 February 2021
AUD
ZAR
USD
Total $
57,614,988
1,286,458
1,720,865
60,622,311
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.
6 6
Jupiter Mines Limited
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(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%
28 February 2021
Carrying
Amount
$
Profit
$
Other
Equity
$
Profit
$
Other
Equity
$
Profit
$
Other
Equity
$
Profit
$
Other
Equity
$
Financial Assets
Cash and cash
equivalents
60,622,311 (303,112)
- 303,112
Receivables
46,171,674
Equity instruments
at FVOCI
43,120
Other current assets
57,884
Financial Liabilities
Trade and
other payables
42,462,258
-
-
-
-
-
-
-
-
-
-
-
-
Total
increase/(decrease)
(303,112)
- 303,112
-
-
-
-
-
-
-
(4,617,167)
-
-
4,246,226
(370,941)
-
-
-
-
-
-
-
4,617,167
-
-
(4,246,226)
370,941
-
-
-
-
-
-
Interest Rate Risk
Foreign Exchange Risk
Carrying
Amount
$
-50 bps
Other
Equity
$
+50 bps
Other
Equity
$
Profit
$
Profit
$
-10%
Other
Equity
$
Profit
$
+10%
Other
Equity
$
Profit
$
29 February 2020
Financial Assets
Cash and cash
equivalents
Receivables
40,357,267
Equity instruments
at FVOCI
329,528
Other current
assets
57,884
Financial Liabilities
Trade and other
payables
Total increase/
(decrease)
37,619,369
29,285,067
(146,425)
-
-
-
-
-
146,425
-
-
-
-
-
-
-
-
(146,425)
- 146,425
-
-
-
-
-
-
-
(4,035,727)
-
-
3,761,937
(273,790)
-
-
-
-
-
-
-
4,035,727
-
-
(3,761,937)
273,790
-
-
-
-
-
-
/ Annual Report 2021
6 7
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(d) Net Fair Value
The net fair values of cash and cash equivalents and non-interest bearing monetary financial assets and liabilities approximate 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 2021
February 2020
Carrying
Amount $
Net Fair Value
$
Carrying
Amount $
Net Fair Value
$
60,622,311
60,622,311
29,285,067
29,285,067
Trade and other receivables
46,171,674
46,171,674
40,357,267
40,357,267
Equity instruments at FVOCI
Other current assets
43,120
57,884
43,120
329,528
329,528
57,884
57,884
57,884
106,894,989
106,894,989
70,029,746
70,029,746
Financial Liabilities
Trade and other payables
42,462,258
42,462,258
37,619,369
37,619,369
(e) Categories
The carrying amounts of financial assets and financial liabilities in each category 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
February 2021
Amortised
Cost
$
60,622,311
46,171,674
FVOCI
$
-
-
-
43,120
57,884
-
106,851,869
43,120
42,462,258
42,462,258
-
-
/ Annual Report 2021
6 9
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Financial Assets
Cash and cash equivalents
Trade and other receivables
Equity instruments at FVOCI
Other current assets
Financial Liabilities
Trade and other payables
February 2020
Amortised
Cost
$
29,285,067
40,357,267
FVOCI
$
-
-
-
329,528
57,884
-
69,700,218
329,528
37,619,369
37,619,369
-
-
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).
Level 1
$
Level 2
$
Level 3
$
Total
$
Group – as at 28 February 2021:
Financial Assets
Equity instruments at FVOCI
43,120
-
-
43,120
Level 1
$
Level 2
$
Level 3
$
Total
$
Group – as at 29 February 2020:
Financial Assets
Equity instruments at FVOCI
329,528
-
-
329,528
7 0
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 profits
TOTAL EQUITY
FINANCIAL PERFORMANCE
Profit for the period
Other comprehensive profit/(loss)
TOTAL COMPREHENSIVE INCOME
The parent company commitments are reflected in Note 20.
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Consolidated Group
February 2021
$
February 2020
$
53,286,715
62,984,872
463,374,470
410,406,076
516,661,185
473,390,948
40,555,652
34,474,149
16,789,889
12,900,435
57,345,541
47,374,584
459,315,644
426,016,364
410,435,400
410,435,400
(10,339)
122,722
48,890,583
15,458,242
459,315,644
426,016,364
42,875,712
67,513,147
462,601
(217,535)
43,338,313
67,295,612
/ Annual Report 2021
7 1
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nOte 29: dividendS
Dividends declared during the year:
Unfranked final dividend
($0.0075 per share, wholly conduit foreign income; declared 29 April 2020,
paid 21 May 2020)
Unfranked interim dividend
($0.01 per share, wholly conduit foreign income; declared 28 October 2020,
paid 18 November 2020)
Unfranked interim dividend
($0.04 per share, wholly conduit foreign income; declared 31 October 2019,
paid 21 November 2019)
Consolidated Group
February 2021
$
February 2020
$
14,692,433
19,589,910
-
-
-
78,359,641
34,282,343
78,359,641
Subsequent to year end, Jupiter declared a final unfranked dividend for FY2021 of $0.02 per share, of wholly conduit foreign
income, totalling $39,179,821. The dividend was paid on 21 May 2021.
nOte 30: 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
Consolidated Group
February 2021
$
February 2020
$
105,364
106,808
20,125
14,042
Remuneration for audit and review of financial statements
125,489
120,850
Other non-audit services
Taxation and other services
Corporate finance
Total other service remuneration
Total auditors’ remuneration
171,642
146,337
34,500
-
206,142
146,337
331,631
267,187
7 2
Jupiter Mines Limited
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nOte 31: diSpOSAL gROUp cLASSiFied AS HeLd FOR diStRiBUtiOn tO OwneRS
And diScOntinUed OpeRAtiOnS
During the financial year, Jupiter Mines announced the demerger of its Central Yilgarn Iron Ore assets through the newly created
company, Juno Minerals Limited. Consequently, assets and liabilities allocable to the assets were classified as a disposal group.
Revenue and expenses, gains and losses relating to the discontinuation of this subgroup have been eliminated from profit or loss
from the Group’s continuing operations and are shown as a single line item in the statement of profit or loss.
Operating loss until the date of disposal and the profit or loss from re-measurement and disposal of assets and liabilities classified
as disposal group held for distribution to owners are summarised as follows:
Stock market listing expenses
Loss for the year from discontinued operations
The carrying amounts of assets and liabilities in this disposal group are summarised as follows:
Non-current assets
Exploration and evaluation assets
Current assets
Cash
Other
Assets classified as held for distribution
February 2021
$
February 2020
$
(278,671)
(278,671)
-
-
February 2021
$
February 2020
$
12,716,021
5,000,000
(285,137)
17,430,884
-
-
-
-
nOte 32: RecOnciLiAtiOn tO cASH
The differences in the amounts for the net increase in cash and cash equivalents, and the closing balance of cash and cash
equivalents, is due to cash and cash equivalents of $5,000,000, related to the disposal group, which are included within the single
line item Assets in disposal groups classified as held for distribution to owners in the Statement of Financial Position.
/ Annual Report 2021
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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 2021 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 2021.
Signed on behalf of the Board of Directors
Priyank Thapliyal
Guernsey
27 May 2021
74
Jupiter Mines Limited
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Auditor’s Independence
Declaration
Central Park, Level 43
152-158 St Georges Terrace
Perth WA 6000
Correspondence to:
PO Box 7757
Cloisters Square
Perth WA 6000
T +61 8 9480 2000
F +61 8 9480 2050
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 2021, I declare that, to the best of my knowledge and belief, there have been:
a
b
no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
B S Steedman
Partner – Audit & Assurance
Perth, 27 May 2021
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.
/ Annual Report 2021
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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 6000
T +61 8 9480 2000
F +61 8 9480 2050
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 2021, 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 2021 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 (including Independence Standards) (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.
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.
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.
7 6
Jupiter Mines Limited
Independent Auditor’s Report
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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 $430,593,793 (2020: $437,601,406) at
28 February 2021 in relation to its 49.9% ownership in Tshipi é
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 indicators 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 assessed using
estimates and judgements that required specific valuation
expertise and analysis.
Valuation and disclosure of disposal group held for
distribution - Note 1(r) & Note 31
In October 2020, the Group announced that the Director’s
unanimously approved a demerger of its Central Yilgarn Iron
Ore assets (“CYIP”) and subsequent initial public offering
(“IPO”), subject to all statutory approvals. The demerger will
create an ASX listed company, Juno Minerals Ltd.
The associated assets and liabilities have been classified as a
disposal group and recorded at the lower of its carrying value
and estimated fair value less costs to distribute. Included
within the disposal group’s carrying value is exploration and
evaluation assets at 28 February 2021 of $12,716,021.
This area is a key audit matter due to the significant balance
carried by the Group that management have assessed using
estimates and judgements to determine the fair value less
costs to distribute.
How our audit addressed the key audit matter
Our procedures included, amongst others:
Evaluating the appropriateness of managements use of the
equity method to account for the investment in Tshipi é
Ntle Manganese Mining Proprietary Limited in accordance
with AASB 128;
Evaluating management’s assessment of internal and
external impairment indicators detailed in AASB 136
“Impairment of Assets”; and
Assessing the adequacy of related disclosures in Note 1(b)
and Note 14.
Our procedures included, amongst others:
Considering the appropriateness of the method applied by
the Group to determine fair value less costs to distribute in
accordance with the requirements of the accounting
standards;
Procedures included obtaining the key valuation inputs,
including the manganese price, ore reserves and critically
assessing the inputs and assumptions;
Obtaining the management reconciliation of capitalised
exploration and evaluation expenditure and agreeing to the
general ledger;
Testing projects to statutory registers, exploration licenses
and third party confirmations to determine whether a right
of tenure existed; and
Assessing the adequacy of related disclosures in Note 1(r)
and Note 31.
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 2021, 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.
/ Annual Report 2021
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Independent Auditor’s Report
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.
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: https://www.auasb.gov.au/auditors_responsibilites/ar1_2020.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 24 to 28 of the Directors’ report for the year ended 28
February 2021.
In our opinion, the Remuneration Report of Jupiter Mines Limited, for the year ended 28 February 2021 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
B P Steedman
Partner – Audit & Assurance
Perth, 27 May 2021
7 8
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 14 May 2021.
Substantial shareholders
The number of substantial shareholders and their associates are set out below:
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Name
Ntsimbintle Holdings (Pty) Ltd
Safika Resources (Pty) Ltd
Hans J. Mende
Fritz R. Kundrun
AMCI Group, LLC
Number of fully paid
ordinary shares
% holding
389,917,225
389,917,225
252,458,801
240,251,846
145,845,372
19.90
19.90
12.89
12.26
7.44
6.89
POSCO Australia GP Pty Ltd (and its associate POSCO Australia Pty Ltd)
134,992,472
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
5,001 – 10,000
10,001 – 100,000
100,000 and over
Number of shareholders
Number of shares
% of capital
172
900
739
2,344
625
42,502
2,744,958
6,035,790
93,271,361
1,856,896,422
0.00
0.14
0.31
4.76
94.79
Shareholders with less than a marketable parcel
As at 14 May 2021 there were 302 shareholders on the register holding less than a marketable parcel ($500) based on the closing
market price of $0.29.
/ Annual Report 2021
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Twenty largest shareholders
Shareholder
Number of shares held
% of issued capital
1
2
3
4
5
6
7
8
9
Ntsimbintle Holdings (Pty) ltd
HSBC Custody Nominees (Australia) Limited
AMCI Group LLC
POSCO Australia GP Pty Ltd (and its associate POSCO
Australia Pty Ltd)
Citicorp Nominees Pty Limited
J P Morgan Nominees Australia Pty Limited
Hans J. Mende
Fritz R. Kundrun
Mr Priyank Thapliyal
10
BNP Paribas Nominees Pty Ltd
11
12
13
14
15
BNP Paribas Nominees Pty Ltd Six Sis Ltd
Pty Ltd
National Nominees Limited
Affinity Trust Limited
Zero Nominees Pty Ltd
16 Mr Kenneth Joseph Hall
17
18
19
Brispot Nominees Pty Ltd
HSBC Custody Nominees (Australia) Limited - A/C 2
E-tech Capital Pty Ltd
20
CS Third Nominees Pty Limited
Unissued equity securities
There are no unissued equity securities.
Securities exchange
The Company is listed on the Australian Securities Exchange.
389,917,225
239,604,396
145,845,372
134,992,472
118,909,360
111,337,854
106,613,429
94,406,474
59,437,584
38,022,076
29,473,073
25,927,378
22,110,953
21,483,226
15,900,000
15,100,000
10,957,403
10,217,425
8,006,285
6,657,494
19.90
12.23
7.44
6.89
6.07
5.68
5.44
4.82
3.03
1.94
1.50
1.32
1.13
1.10
0.81
0.77
0.56
0.52
0.41
0.34
8 0
Jupiter Mines Limited
/ Annual Report 2021
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Jupiter Mines Limited
/ Annual Report 2021
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Jupiter Mines Limited
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Level 10, 16 St Georges Terrace
Perth, Western Australia, 6000
T +61 8 9346 5500
www.jupitermines.com