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CORPORATE DIRECTORY
Australian Business Number
51 105 991 740
Directors
Ian Murray
Non-Executive Chair; Independent
Scott Winter
Non-Executive Director; Independent
Peter North
Non-Executive Director; Non-Independent
Patrick Murphy
Non-Executive Director; Non-Independent
Bo Sung (Ben) Kim
Non-Executive Director; Non-Independent
Brad Rogers
Managing Director
Executives
Brad Rogers
Chief Executive Officer
Melissa North
Chief Financial Officer and Company Secretary
Principal and Registered Office
Level 8
220 St Georges Terrace
Perth WA 6000
Telephone: +61 8 9346 5500
Email:
info@jupitermines.com
Share Registry
Link Market Services Limited
QV1 Building, Level 12
250 St Georges Terrace
Perth WA 6000
Telephone: +61 1300 554 474
+61 2 9287 0303
Fax:
registrars@linkmarketservices.com.au
Email:
Website: www.linkmarketservices.com.au
Auditors
Grant Thornton Audit Pty Ltd
Level 43,
152-158 St Georges Terrace,
Perth WA 6000
Telephone: +61 8 9480 2000
+61 8 9322 7787
Fax:
info.wa@au.gt.com
Email:
Website: www.grantthornton.com.au
Contents
From the Chair
From the CEO
Operating and Financial Review
Tshipi
Environmental, Social and Governance Report
Manganese Marketing
Material Business Risks
Mineral Resources and Ore Reserves Statement
Directors’ Report
Remuneration Report
Corporate Governance Statement
Financial Report
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Auditor’s Independence Declaration and Audit Report
Additional Information for Listed Companies
2
3
4
4
8
14
16
17
23
28
37
50
51
52
53
54
55
84
88
1
From the Chair
Dear Shareholders,
On behalf of the Board of Jupiter, I am pleased to present the
Annual Report for the financial year ending 28 February 2023.
This is my second Chair’s Letter to you, having assumed the role
of Non-Executive Chair in May 2022.
Jupiter has a 49.9% economic interest in Tshipi é Ntle Manganese
Mining Proprietary Limited (Tshipi) in South Africa. The mine’s
performance was mixed in FY2023 – total production eased to
3.34 million tonnes compared with 3.68 million tonnes in FY2022.
Sales of manganese increased, however, from 3.25 million tonnes to
3.48 million tonnes. Helped further by an increase in the manganese
price over the year, Tshipi reported an increase in earnings before
interest, tax and depreciation of $265.5 million and net profit
after tax of $172.3 million for FY2023, compared with the previous
financial year of $140.5 million and $85.7 million respectively.
The safety performance at Tshipi was excellent, with the end of
the financial year marking a 730-day lost time injury free record at
the mine. I would like to congratulate the whole Tshipi team and
contractors for this achievement.
The financial performance at Tshipi allowed Jupiter to declare a
group net profit after tax of $76.5 million and a final, unfranked
dividend of 1.2 cents per share, complementing the interim
unfranked dividend of 1.0 cent per share that was declared for
the first half of FY2023.
As we announced in March 2023, your Board has resolved to change
its financial year-end date from 28 February to 30 June under
Section 323D of the Corporations Act 2001 (Cth), which will align
the Company’s reporting timetable with the standard Australian
reporting cycle. Tshipi in which Jupiter has a 49.9% shareholding, and
Jupiter’s South African marketing branch have also changed to a 30
June year-end.
As a result, Jupiter will have a four-month financial reporting period
beginning 1 March 2023 and ending on 30 June 2023 (Transitional
Financial Year). Thereafter, Jupiter will revert to a 12-month financial
year commencing on 1 July and ending 30 June of each year.
For the Transitional Financial Year, Jupiter has released a Q3
Activities Report covering the period 1 January to 31 March 2023 and
will release a Q4 Activities report on 31 July 2023. Jupiter will lodge a
Preliminary Final Report and Appendix 4E on 31 August 2023 and its
Audited Financial Statements and Annual Report on 29 September 2023,
covering the Transitional Financial Year period.
Under the guidance of Managing Director and Chief Executive
Officer Brad Rogers, the Company’s strategy was released, aimed
at growing Jupiter to become the largest manganese producing
company in the world by 2028, while sustaining and improving
customer, ESG and shareholder return outcomes.
Our pursuit of growth will focus on increasing our earnings in
line with increased manganese production and will adhere to
our existing distribution policy, to distribute at least 70% of all
dividends received.
In closing I would like to thank Mr Rogers and his management
team for their hard work and commitment to further enhancing
the performance of Jupiter. I would also like to thank my fellow
Non-Executive Directors for their support and guidance over
the past year.
Thank you also to all shareholders for your support. I look forward to
catching up with many of you at Jupiter’s AGM in November 2023.
Yours sincerely,
Ian Murray
Chair | Jupiter Mines Limited
2
2
From the CEO
I was thrilled to join Jupiter in August last year. Jupiter enjoys
ownership of a tier one asset. Tshipi has a very long mine life, with an
established track record of production and sales that consistently
place it amongst the top five manganese mines in the world. Tshipi’s
quality resource and strong management has seen the mine produce
outstanding free cashflow throughout the manganese price cycle,
enabling Jupiter to pay an exceptional dividend to its shareholders.
The performance of Tshipi in FY2023 continued that form. The mine
is experiencing a record run in terms of safety outcomes. At the
time of writing this letter, Tshipi has not had a lost time injury in two
years (and counting). The mine’s total recordable injury frequency
rate (TRIFR) is also at a record low, benchmarking Tshipi favourably
against the best mines in the world.
Tshipi also performed well during the year in terms of production and
sales volumes. Tshipi sold just under 3.5 million tonnes of manganese
ore during the year. This was in line with its five year average,
although high grade ore sales achieved a record volume of 3.4 million
tonnes during the year. This was a key reason why Tshipi reported
very strong earnings and cashflow figures, notwithstanding
relatively muted manganese prices and very high shipping rates
prevailed during the year.
Tshipi’s full year EBITDA of $266 million represented a 89% increase
on the prior year: an outstanding performance, considering the Metal
Bulletin manganese price was only 9% higher than the previous year.
Shipping rates remained elevated for much of FY2023, consuming
at least $60 million more in cost during the year, compared to
the “normal” shipping markets seen prior the 2022 financial year.
Fortunately, shipping costs moderated significantly by the end of the
financial year.
With this backdrop, the Jupiter Board declared total dividends of
2.2 cents per share for the financial year, equating to a 10% dividend
yield at current share prices. In the last five years, Jupiter has paid
$371 million in dividends, or around 84% of our current market
capitalisation. This is remarkable given that Tshipi has more than
100 years of mine life remaining.
Jupiter’s recently announced strategy is focused on continuing our
strong record of dividend payments, whilst also pursuing growth.
The outlook for manganese is supportive for growth and we believe
that Jupiter is well placed to capitalise. Our strategy focuses on:
1.
2.
3.
4.
Operational improvement at Tshipi, to expand margins and
lower risk;
Growing our manganese production volumes, by increasing
Tshipi’s production levels and acquiring more manganese mines;
Launching an inaugural Sustainability Report and pursuing
actions that will improve our ESG outcomes, whilst also
delivering financial benefits; and
Investigating upside opportunities from investing and
participating in the production of electric vehicle battery
grade manganese, using Tshipi ore and leveraging Jupiter’s
positioning as a large incumbent manganese producer.
We will provide updates through the year as we execute this exciting
growth strategy.
Jupiter is a successful company, based on the quality of the Tshipi
mine and its ability to support Jupiter’s outstanding dividend
payment history. Our strategy outlines our plan to grow our investor
value in a thoughtful way, while continuing to pay outstanding
dividends to our shareholders.
We are well positioned to execute on this strategy. I look forward to
keeping you updated as we do.
Thank you for your ongoing support.
Brad Rogers
Chief Executive Officer | Jupiter Mines Limited
3
Namibia
Botswana
Mozambique
Ludertiz
Johannesburg
Eswatini
Lesotho
Durban
Mn48
Wessels
Nchwaning
Gloria
Kalagadi
Kudumane
UMK
Tshipi
Mamatwan
500km
Legend
Port
Railway
Roads
Kalahari Manganese Field
Figure 1: Tshipi location map and
logistics routes
South Africa
Saldanha
Cape Town
Port Elizabeth
Operating and Financial Review
Jupiter Mines Limited (Jupiter or the Company) owns a 49.9% interest in Tshipi é
Ntle Manganese Mining Proprietary Limited (Tshipi), which operates the Tshipi
manganese mine in South Africa.
For FY2023, Jupiter recorded a Group net profit after tax (NPAT) of
$76.5 million (FY2022: $54.0 million). The Group generated underlying earnings
before interest, tax, depreciation and amortisation of (EBITDA) $89.2 million
(FY2022: $57.5 million).
Share of profit from Tshipi was $86.0 million, doubling from FY2022
($42.8 million). Whilst production was down year-on-year (3.3 million tonnes
from 3.7 million tonnes in FY2022), Tshipi increased its sales by 7% to 3.5 million
tonnes. Jupiter’s marketing branch earned $9.5 million in marketing fees for
FY2023 (FY2022: $7.3 million).
Tshipi
Tshipi operates 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 is the largest manganese mine (by export volume) in South Africa
and one of the five largest globally. Tshipi has more than 100 years of remaining
resource, at current mining rates, and low operating costs.
In FY2023, Tshipi continued its track record of dependable operational
performance. The year was completed without any lost time injuries and an
improving trend with respect to minor injuries and incidents. The mine delivered
an increase in sold volumes, year on year, with high grade ore sales achieving an
all-time record during the year.
Profits were doubled, attributable to the increase in high grade ore sales as
well as higher manganese prices and shipped volumes (all when compared to
FY2022). Manganese prices averaged higher at US$3.52 per dmtu (Metal Bulletin
37% Free on Board (FOB) Port Elizabeth) (FY2022: US$3.22).
4
200
200
150
150
129
100
100
86
m
m
$
$
D
D
U
U
A
A
50
50
-
-
(23)
-50
-50
Y2022
NPAT FY2022
T F
A
P
N
Revenue
Revenue
Shipping Cost
Shipping Cost
172
Increase
Decrease
Total
5
6
Marketing
Other Selling Costs
Other Selling Costs
Marketing
32
27
19
2
(0)
(3)
(9)
(12)
Mining
Mining
M
MRM
R
M
Processing
Processing
Logistics
Logistics
Indirect Overheads
Overheads
Indirect Overheads
Overheads
Royalties
Royalties
Income Tax
Income Tax
Y2023
NPAT FY2023
T F
A
P
N
Figure 2: Movement in Tshipi profit and loss categories FY2022 to FY2023
Increase
Decrease
Total
Mined volume
• Waste and low grade ore
• Graded ore
Total
Production
• High grade
•
Low grade
Total
Sales
Average CIF price achieved
Average FOB cost of production
Unit
bcm
bcm
Tonnes
Tonnes
Tonnes
US$/dmtu
US$/dmtu
February 2023
$
February 2022
$
8,765,649
862,571
9,628,220
3,146,514
190,134
3,336,648
12,151,555
1,004,595
13,156,150
3,172,131
507,860
3,679,991
3,480,745
3,251,920
4.66
2.03
4.60
1.86
Note: the prices set out in the above table represent prices achieved by Tshipi, rather than market average prices. CIF stands for cost, insurance and freight.
Mining and Production
Logistics and Sales
Total mining material moved volumes were down for the year, mostly
due to equipment availability and unexpected rainfall. The equipment
availability was caused by equipment owned and operated by Tshipi’s
main mining contractor approaching end of useful life and therefore
suffering declining reliability. New equipment has been introduced,
starting in the last quarter of FY2023, resulting in improvements.
Low grade ore processing and sales were limited during the year,
due to the unfavourable prevailing market for low grade ore sales.
Some low grade ore was processed for blending purposes. Materials
handling projects were initiated to investigate ways to reduce
fines generation.
The overall FOB cost of production increased by 9% to US$2.03 from
US$1.86 in FY2022. This was mainly due to increased drilling in Q2,
comparatively lower production volumes, and royalties increasing.
Tshipi increased its overall logistics year-on-year by 5%, moving 3,435,158
tonnes (FY2022: 3,273,773). The increase in land logistics volumes were to
support the commensurately higher sales volumes.
The first half of the year saw significant rail disruptions due to cable theft,
power outages, flooding and derailments. This culminated in Transnet
workers (Transnet is the rail and port operator in South Africa) striking for
two weeks, impacting logistics and sales. Tshipi had sufficient port stocks
to support the desired sales levels had the port capacity been available.
Notwithstanding these logistical challenges, Tshipi achieved its second
highest annual exports since its inception, and the highest annual exports
of high grade ore ever.
Sale of low grade ore remained suspended during most of the year, with
only one parcel of low grade ore sold in the final quarter.
5
Corporate and Financial
Tshipi recorded an EBITDA of ZAR3.1 billion and NPAT of ZAR2.0 billion for the year, an increase in NPAT of over 100% year-on-year (FY2022: ZAR1.5
billion and ZAR943 million, respectively). The increase was attributed to the increase in sales volumes, higher manganese prices and lower
shipping costs.
Tshipi Financial Statement Summary
Set out below is a summary of Tshipi’s audited Statement of Profit and Loss and Statement of Financial Position. These Statements represent
100% of Tshipi.
February 2023
ZAR’000
February 2022
ZAR’000
9,162,295
(6,360,838)
2,801,457
11,854
(14,819)
(13,460)
(43,386)
2,741,646
300,620
(15,666)
3,026,600
(328,318)
2,698,282
(715,921)
1,982,361
65,846
574,057
986,707
852,365
113,671
111,957
7,393,827
(6,073,721)
1,320,106
100,018
(14,174)
(2,403)
(17,054)
1,386,493
63,868
(13,487)
1,436,874
(102,562)
1,334,312
(391,247)
943,065
68,470
430,672
692,239
793,181
122,198
79,079
2,704,603
2,185,839
Statement of Profit or Loss
Revenue
Cost of sales
Gross profit
Other income
Administrative expenses
Net loss on disposal and impairment of property, plant and equipment
Other expenses
Profit from operating activities
Finance income
Finance expenses
Profit before royalties and taxation
Royalties
Profit before taxation
Income tax expense
Profit for the year
Statement of Financial Position
Current assets
Royalties prepaid
Inventory
Trade and other receivables
Cash and cash equivalents
Contract fulfilment cost assets
Contract assets
Total current assets
6
Non-current assets
Property, plant and equipment
Mineral rights
Other financial assets
Trade and other receivables
Right of use assets
Total non-current assets
Total assets
Current liabilities
Current tax liabilities
Trade and other payables
Current contract liabilities
Lease liability
Total current liabilities
Non-current liabilities
Decommissioning and rehabilitation provision
Deferred tax liabilities
Lease liabilities
Total non-current liabilities
Total liabilities
Equity
Share capital and share premium
Retained income
Contributed assets reserve
Total equity
Total equity and liabilities
February 2023
ZAR’000
February 2022
ZAR’000
3,355,832
159,670
39,474
73,721
16,342
3,645,039
6,349,642
35,115
750,643
113,671
1,227
900,656
149,921
846,765
19,341
1,016,027
1,916,683
321,359
3,994,639
116,961
4,432,959
6,349,642
2,811,726
166,891
38,720
33,142
10,705
3,061,184
5,247,023
18,256
485,225
122,198
125
625,804
101,009
750,089
19,523
870,621
1,496,425
321,359
3,312,278
116,961
3,750,598
5,247,023
7
Environmental, Social and Governance Report
Jupiter is pleased to present the 2023 Environmental, Social and
Governance Report for Tshipi.
Tshipi has a successful record of outcomes in Environmental,
Social and Governance (ESG) initiatives and is already an ESG leader.
Tshipi, along with Jupiter, is committed to the ongoing reliable,
safe, and responsible operations at the mine and its continued
best-in-class environmental performance.
In the next 12 months and pursuant to its announced Company
Strategy, Jupiter will publish its own Sustainability Report, in line
with corporate governance recommendations and best practice.
As part of its Company Strategy, Jupiter has announced that it will
pursue, as a priority project, the installation of solar power at Tshipi.
While Tshipi is currently self-sufficient with respect to the supply
of power, its current system is reliant on the use of diesel fuel. The
implementation of solar power at Tshipi will have a positive impact
with respect to the mine’s fossil fuel usage and carbon footprint,
while also improving the mine’s financial performance.
Key Sustainability Indicators
Zero fatalities since inception
730 days consecutive LTI free days achieved on
1 March 2023
76% improvement in total recordable case frequency rate
(FY2022: 76% improvement on FY2021)
0.08Mt GHG emissions, CO2 equivalent (FY2022: 0.06Mt)
54% reduction in actual potable water use versus annual
provision (FY2022: 87% reduction)
84% compliance with follow up of chronic medical
condition cases (FY2022: 81%)
Safety and Health of Employees and Communities
A focused approach to zero harm is critical to the business and
remains one of the cornerstones of Tshipi’s management plans. Tshipi
is committed to reducing (and ultimately eliminating) injuries from
the workplace, and ensuring against any adverse effects on human
health. Tshipi’s aim is to continually build and instil both a company and
industry culture that protects people from harm and improves their
health and wellbeing.
Management Approach
To achieve an enabling work environment, Tshipi has adopted the
Safety by Design for Everyone framework which fosters collaboration
between departments in achieving business objectives. This requires
a systematic and integrated multi-disciplined approach towards
creating a legally and fit for purpose working environment by
intentionally designing the workplace and processes according to best
practice standards. This includes which tools and equipment to use,
which processes and controls to follow and what competencies are
needed to consistently achieve workplace safe production targets.
This allows for an inclusive and cross-departmental input to workplace
design and risk control at inception, and ensures that all resources
(facilities, equipment, tools, people) are aligned when planning for the
safe and sustainable design of a workplace.
Tshipi Well Designed Work Framework
Ore body accurately modelled and continuously
updated to ensure sustainable mining
operations, processing of ore and delivery of
quality products to clients over the life of mine
and achieving value for all stakeholders.
Safety and Health Policy
Tshipi’s safety and health policy supports the long-term
sustainability of the business by creating an enabling work
environment to prevent harm to employees, the environment,
and surrounding communities. Tshipi has embarked on a process
of systematically identifying significant risks present in the
operation and will ensure that these risks are eliminated through
proper training and the implementation of an effective risk
management framework focused on realising real risk reduction
by continually improving performance over time. Objectives
and targets are set on an annual basis and reviewed on a
continual basis.
8
SHE Management Systems
The Tshipi Safety Health and Environmental (SHE) way integrates related expectations and performance standards into a single management
system aligned with the goal of zero harm. The procedures are aligned with the requirements of OSHAS 18001 and ISO 45001, and Tshipi
anticipates conducting a gap assessment in the future to pave the way for formal certification. SHE Performance Standards have been
developed for each legal appointee to ensure they are clear with regards to their areas of responsibility, all working places are covered and
inspected based on level of risk present in the working places and legal requirements and provide guidance as to what protocols are to be
adhered to in these working places to work towards well designed work principles.
Effective Risk Management
Risk management is a critical component of Tshipi’s long-term sustainability and future success. A Corporate Risk register is in place detailing
material risks to the business and an operational risk assessment has been conducted and profiles have been developed for safety, health and
hygiene and environmental priority unwanted events. A risk reduction framework has been developed which will entail the identification of
gaps as assessed against a set of criteria and the development of objectives and targets to close the gaps and improve the effectiveness of
risk management. To improve design for safety, the identification of risks and controls are considered in the mine production planning process
to enable front-line managers to identify, prioritise and control risks that threaten their ability to meet objectives. Embedding risk management
processes for safety and health is driving improvements in identifying, implementing, and monitoring critical controls, analysing deficiencies,
and incorporating identified controls into task-risk assessments.
Measures of Progress
Through its focus on integrating risks and controls in workplace design, Tshipi has been operating fatality-free since start of operations. This
important milestone on the journey to risk control and zero harm is complemented with a steady reduction in the number and severity of
injuries and improvements across all key safety performance indicators. Tshipi has recorded no lost time injuries (LTIs) for FY2022 and FY2023
and has achieved two years without a Lost Time Injury on 1 March 2023. Tshipi has also recorded a year-on-year improvement in total recordable
injury frequency rate in FY2023 of 0.20 representing a 76% year on year reduction.
Lost Time Injury Frequency Rate
0.60
0.60
0.50
0.50
0.40
0.40
0.30
0.30
0.20
0.20
0.10
0.10
0.00
0.00
FY2018
FY2018
FY2019
FY2019
FY2020
FY2020
FY2021
FY2021
FY2022
FY2022
FY2023
FY2023
MARCH AND APRIL 2023
March and April 2023
12 month moving average
12 month moving average
0.00
Figure 3: Lost Time Injury Frequency Rate (LTIFR) per 200,000 hours worked
9
Total Recordable Injury Frequency Rate
2.50
2.50
2.00
2.00
1.50
1.50
1.00
1.00
0.50
0.50
0.00
0.00
FY2018
FY2018
FY2019
FY2019
FY2020
FY2020
FY2021
FY2021
FY2022
FY2022
FY2023
FY2023
MARCH AND APRIL 2023
March and April 2023
12 month moving average
12 month moving average
Figure 4: Total Recordable Injury Frequency Rate (TRIFR) per 200,000 hours worked
0.13
10
Employee Health
The health and overall wellness of Tshipi’s employees continues to receive priority. Campaigns also extend to the communities in which the
employees live. The aim is to ensure that employees with existing health conditions remain controlled and that no new health cases develop.
Through the effective implementation of comprehensive wellness campaigns, there are productive people at the working place, who are alert,
healthy, motivated, and able to work safely for the duration of the shift.
Tshipi’s aim is to support the United Nation’s Sustainable Development Goals targets for health outcomes to be achieved in local host
communities by 2030. This year, Tshipi will focus on baseline social and health assessments in local communities. Tshipi aims to identify and
implement strategic community-health solutions that address locally relevant health indicators.
Targeted Health Campaigns
Several health campaigns were conducted in FY2023, including World TB Day, Cancer Day, World Aids Day, Hypertension and Diabetes education,
Gender Based Violence campaign and flu vaccinations and immune boosters were issued to employees.
Figure 5: Targeted health campaigns throughout FY2023
To further enhance the health improvement strategy, Tshipi incorporated the emerging risks associated with mental health problems and
conducted a site wide Mental Health Baseline Assessment with questions checking recurring behaviours or mood. 843 individuals participated
and analysis of results indicate areas for further improvement and thus inclusion in the holistic wellness improvement plan.
11
Environmental Management
Air Quality
Tshipi is committed to sustainable development and continual
improvement to minimise operating impacts on the environment and
providing lasting benefits to the surrounding communities.
Management Approach
Tshipi has conducted specialist assessments for air quality, ground
water, waste, biodiversity, stormwater management and greenhouse
gas (GHG) emissions and is in the process of investigating meaningful
targets for water, climate change and biodiversity performance as
part of a new Sustainability Reporting framework. Tshipi is building the
foundations that will guide progress towards achieving these targets.
While Tshipi has made progress in areas such as water efficiency,
realising long- term environmental management goals will require
ongoing focus.
Environmental Management Systems
The Tshipi Environmental Management System integrates
related expectations and performance standards into a single
management system aligned with the goal of zero harm to the
environment. Tshipi’s procedures are aligned with the requirements
of ISO14001 and anticipate conducting a gap assessment in the
future to pave the way for formal certification.
Environmental Provisions
Environmental expenditure for Tshipi’s managed operations in
FY2023 was:
• R4.0 million for waste disposal and remedial treatment;
• R2.6 million for legal compliance;
• R1 million for land management;
• R0.7 million for Air Quality monitoring;
• R0.5 million Water Quality monitoring; and
• R0.3 million for bioremediation of polluted soil.
A change in ambient air quality can result in a range of impacts
which in turn may cause a disturbance and/or health impacts to
nearby receptors. Tshipi is situated approximately 20 kilometres
linear distance south of the mining town of Hotazel and
48 kilometres from the town of Kuruman. There are also established
farmers within a radius of 2 to 10 kilometres of the mining right
boundary. In compliance to license and permit conditions, Tshipi
has implemented a dust fallout monitoring programme for three
primary purposes:
•
•
•
to meet legislation requirements of Environmental
Management: Air Quality Act (National Dust Control Regulations)
as amended;
to indicate long-term trends (Mine Air Quality Management
Plan); and
to generate or maintain awareness of dust-generating
activities on site.
A monthly and annual dust fallout monitoring programme in
accordance with the approved Environment Impact Assessment
and Environmental Management Plan, South African daily National
Ambient Air Quality Standards and SANS 1929:2005 has been
implemented and approximately 360 dust fallout samples are taken
annually and analysed.
For the FY2023 Dust Fallout Monitoring period, Tshipi has recorded
three events where the acceptable dust-fall rate limit of 600mg/
m2/day were exceeded. These events did not trigger the regulatory
requirement to report the occurrences to the Department of
Environment, Nature, and Conservation. An investigation was
conducted and Tshipi has strengthened its dust management plan
to continuously improve the mitigation measures of air pollution
impacts due to dust generation.
GHG Emissions
Tshipi is committed to the minimisation of GHG emissions and
carbon footprint reduction. Tshipi has undertaken a mine GHG
baseline and carbon equivalent assessment. The baseline
assessment indicated the following areas for further investigation
and implementation:
•
•
•
•
start with reducing the volume of diesel required per tonne
of material moved using fuel additives and more efficient
hauling units;
investigate regenerative braking systems in trucks;
implement lighting efficiency optimisation through automated
switches on lighting towers and replacement of incandescent
globes with LED/CFL globes; and
Explore solar water geysers for mine’s ablution facilities and
change house.
The third party GHG Annual Emission Assessment conducted in
FY2023 reported a carbon equivalent of 0.038Mt CO2e for the studied
period in FY2023 versus the baseline 0.079Mt CO2e.
12
Water and Wastewater Management
Waste and Hazardous Materials 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 storm water dam. The new 52,000m3
storm water dam increases Tshipi’s capacity to capture water
during the rainy season and cater for a 1-in 50-year flood event.
Tshipi has experienced significant rainfall in the past four years,
which have filled all dams to nearly full capacity.
The storm water dam is linked by water channels to manage the
levels of both the dirty water dam and storm water dam to prevent
any water spill and balance the 1-in 50-year flood.
Collected storm water which is the least polluted water is further
used for dust suppression of roads in the processing plant easing
up the use of fresh potable water from Sedibeng Water, the potable
water service provider.
The increase in rainfall in the past four years has significantly
increased the available water in the pit that can used to reduce the
need for fresh potable water from Sedibeng Water. Priority is given
to first use pit water and then storage dam water for production.
Going forward, Tshipi will establish reduction targets for freshwater
use per tonne.
Tshipi initiated the bioremediation facility project, and the aim
was to reduce the hazardous waste footprint to offsite the
landfill by treating polluted soil on site and reintroducing it back
into the environment.
During FY2023 approximately 75 cubic metres of polluted soil was
treated and introduced back to the environment. The remediated
soil was used for the construction of road berms and walkways.
A total reduction of 10% of hazardous waste tonnes was moved to
land fill sites since the commencement of the bioremediation facility.
Tshipi will continue to implement more initiatives to ensure that
it complies with the requirements under National Environmental
Waste Management Act with zero waste to land fill.
Figure 6: Tshipi’s bioremediations facility project
Figure 7: Tree planting on the mine and in the community and donations to local schools
Ecological Impacts
Tshipi has developed a Biodiversity Action Plan (BAP) to mitigate the impacts that result from the mine development. A number of mitigating
actions were implemented to achieve the biodiversity commitments including land conservation by means of mining in a modular pattern
to limit land disturbance. Tshipi has also tracked the number of protected trees that were removed due to the development of the mine.
Approximately 10,137 Vachellia erioloba and Haematoxylon were removed or destroyed.
In compliance with Tshipi’s approved Tree Removal Permit conditions and the BAP more than 6,000 indigenous trees were planted, and
1,000 trees were donated to the local municipality and schools at large. Tshipi views tree planting as an ongoing act to ensure sustainability
and to date more than 7,280 indigenous trees have been planted.
13
Manganese Marketing
Global crude steel production was 3.8% lower during FY2023 compared
to FY2022. Crude steel production in China was flat in compared to
FY2022, accounting for 56% of global crude steel production. Crude steel
production volumes from the rest of the world (i.e. world excluding China)
decreased by 8.1% over the same period. India was the only country out of
the top ten crude steel producing countries whose crude steel production
increased during FY2023, increasing by 6.2% from FY2022.
Crude steel production during the current reporting period was impacted
by a general downturn in global economic conditions including record
high inflation and interest rates across many regions, in addition to
an energy crisis which engulfed energy intensive industries in many
European countries. In China, weak downstream demand from the
construction and steel-intensive industrial sectors, in particular, led to
an oversupply and build up of inventories at steel mills. In addition to the
suppressed macroeconomic conditions already mentioned, demand in
China was further hampered by sustained COVID-19 linked lockdown and
restriction measures which were implemented in main metropolitan
areas during the period.
The World Steel Association recently released their updated short range
outlook for 2023 and 2024, with steel demand forecast to increase by
2.3% in calendar year 2023 to 1,822.3 million tonnes and to increase by 1.7%
in calendar year 2024 to 1,854.0 million tonnes. Chair of the World Steel
Economics Committee, Mr. Máximo Vedoya, recently commented: “In 2022,
recovery momentum after the pandemic shock was hampered by high
inflation and increasing interest rates, the Russian invasion of Ukraine,
and the lockdowns in China. As a result, steel-using sectors’ activity went
down in the last quarter of 2022. This, combined with the effect of stock
adjustments, led to worse than expected contraction in steel demand.
Persistent inflation and high-interest rates in most economies will limit
the recovery of steel demand in 2023, despite positive factors like China’s
reopening, Europe’s resilience in the face of the energy crisis, and the easing
of supply chain bottlenecks. In 2024, demand growth is driven by regions
outside China but faces global deceleration due to China’s anticipated 0%
growth, overshadowing the improved environment. Sustained inflation
remains a downside risk, potentially keeping interest rates high. As
China’s population declines and moves to consumption-driven growth, its
contribution to global steel demand growth will lessen. Future global steel
demand growth will rely on reduced drivers, primarily concentrated in Asia.
Investments in decarbonisation and dynamic emerging economies will
increasingly drive positive momentum for global steel demand, even as
China’s contribution to global growth diminishes.”1
On an average yearly basis CIF denominated prices for semi-carbonate
manganese ore, approximating 37% manganese ore content, were largely
stable during FY2023 compared to FY2022. On an FOB price basis however
the average yearly price during FY2023 increased by 9% compared to the
average FOB price in FY2022, as decreasing freight rates contributed to
higher returns on an FOB price basis.
14
Increased restocking activities in China and supply concerns for high
grade oxide manganese ore were at the forefront of manganese ore price
increases at the beginning of FY2023. High grade manganese ore prices
increased dramatically, and stayed elevated, as logistical disruptions
impacted product flow from Gabon and COVID-19 labour and weather
related disruptions simultaneously impacted high grade manganese ore
supply from Australia, resulting in a record high premium for high grade
manganese ore over semi-carbonate manganese ore. Semi-carbonate
manganese ore prices were, to a certain extent, able to leverage off the
price increase of high grade manganese ore at the beginning of FY2023
however price gains for semi-carbonate manganese ore were limited with
plentiful supply. Thereafter, semi-carbonate manganese ore prices generally
remained range bound for the remainder of FY2023.
Manganese ore prices reacted marginally to events during the year such
as the easing of lockdown restrictions in June 2022 and again in December
2022 in China, the 12 day industrial strike action by employees of Transnet
SOC Limited in South Africa in October 2022 and a derailment in Gabon in
late December 2022 which brought manganese ore exports from Gabon
to a standstill for several weeks. However, prices promptly corrected
themselves after such events as increases in downstream demand failed
to materialise and supply concerns abated.
Downstream demand, both in China and globally, kept a cap on prices. With
lacklustre steel production in regions outside of China translating into weak
downstream demand for manganese ore, increased manganese ore was
delivered to China, the primary consumer, which elevated the manganese
ore price pressure even further, particularly during the second half of
FY2023. This contributed to the increase in manganese ore port stocks in
China in the second half of FY2023 with port stocks held at the three main
ports reported at 6.5 million tonnes on 24 February 2023.
Bulk freight rates remained elevated during the first four months of the
financial year, at similar levels to those witnessed in FY2022, following Russia’s
invasion of Ukraine which contributed to a rise in brent crude oil prices and
supply chain disruptions. Since July 2022, bulk freight rates have shown a
general declining trend as supply chain disruptions started to alleviate and
an easing of supply/demand imbalances assisted in reducing cost drivers.
Bulk freight rates at the end of February 2023 and continuing into May 2023
have hovered between US$25 per tonne and US$30 per tonne for a bulk ore
shipment from major ports in South Africa to China.
Stimulus and fiscal policy measures introduced in China during FY2023
have failed to improve the construction and property sectors, in particular
real estate. Steel intensive activities within manufacturing and industrial
sectors also struggled to gain upward momentum from the government
led support measures. In addition to this consumer confidence was low,
further hampered by continued lockdown and movement restrictions.
This downturn was not unique to China, as previously mentioned, record
high inflation, interest rates and elevated energy supply and costs have
impacted consumers and the downstream market across many regions
during the period. Many downside factors witnessed in FY2023 may still
continue to influence the industry within the short term and are not
expected to be immediately alleviated. The World Steel Association is
however forecasting an increase in crude steel demand globally within the
next two years, which should in turn increase manganese ore demand and
consumption globally within this time period.
1 World Steel Association Short Range Outlook April 2023 (Press Release 18 April 2023)
15
Material Business Risks
The following is a summary of the updated material business risks of the Group, which are not listed in order of importance or likelihood. These risks
may adversely impact on the Group’s financial and operating performance and prospects.
Company Risks
Dividends to shareholders may fluctuate
Exposure to only one producing mine and one commodity
Loss of key personnel
Risk of currency exchange rate fluctuations on dividends
received by the Company in South African Rand
Asset Risks
Tshipi may face logistical restraints
Manganese price fluctuations
Tshipi being subject to extensive environmental
regulations which may result in increased financial
obligations and provisions
Economic, political, or social instability in South Africa may
have a material adverse effect on Tshipi’s operations.
Tshipi’s financial condition and results of operations
could be adversely affected by currency exchange rate
fluctuations and inflation
Whilst the Company’s stated dividend policy is to pay at least 70% of dividends
that it receives from Tshipi, the level of dividends paid is not guaranteed and
may fluctuate. In particular, any dividend is dependent on the income the
Company receives from its investment in Tshipi.
The Company’s sole asset is the Tshipi mine, which produces only one
commodity, manganese. As such, the Company is exposed to the risks
that Tshipi is exposed to, detailed further below.
The Company has a small management team, and its success depends to an
extent on this team. The loss of key personnel may result in the Company not
being able to locate or employ qualified executives with relevant experience in
a short time frame.
Dividends received by the Company with respect to shares in Tshipi have
historically been paid in Rand. The Australian dollar or other currency equivalent
of future dividends with respect to the Company’s shares in Tshipi may be
adversely affected by potential future fluctuations in the value of the Rand
against the US dollar, the Australian dollar or other currencies.
Tshipi’s ability to transport, and therefore sell its production, may be
constrained by logistical difficulties resulting from the location of the
Tshipi mine. Tshipi depends on rail networks, road and ports in South Africa
and Namibia.
Tshipi is also in direct competition for access to logistics from other
commodity exporters.
Tshipi’s revenue is directly related to the prices obtained for manganese ore.
Manganese prices are influenced by the demand for, and supply of, manganese
ore, and production cost levels.
Tshipi’s operations are subject to compliance with extensive environmental
legislation and regulations. It is currently applying to amend its rehabilitation
and closure plan, which may have material impact on the relevant financial
provisions for its closure obligations.
Tshipi’s operations are subject to risks of operating within South Africa,
which may include changes to laws and policies in relation to taxation,
royalties, currency and divestment. A volatile socio-political environment
may also impact operations.
Manganese is sold throughout the world based primarily on a US dollar price.
Tshipi generates revenues through the sale of its manganese ore in US dollars
and subsequently converts this to Rand. The majority of Tshipi’s expenses are
incurred in Rand. A weak US dollar would have the effect of Tshipi obtaining less
Rand through its sales and consequently having less Rand with which to pay
its expenses.
16
Mineral Resources and Ore Reserves Statement
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 has a long mine life and a large manganese Mineral Resource reported in accordance with the JORC Code (2012). The following tables show
the Mineral Resource and Ore Reserve estimates of the Tshipi mine reported in accordance with the JORC Code (2012) as at 28 February 2023, and a
comparison to the previous year’s estimates.
Mineral Resource Estimation
Current Mineral Resource Statement as at 28 February 2023:
Fe
(%)
SG
(t/m3)
Thickness
(m)
Classification
Zone
Measured
Indicated
Inferred
X
Y
Z
M
C
N
Supergene
Sub-Total
X
Y
Z
M
C
N
Sub-Total
X
Y
Z
M
C
N
Tonnes
(t)
27,800,167
9,140,396
12,574,786
21,353,570
37,999,903
19,177,953
1,163,614
129,210,388
19,668,119
3,700,169
8,516,263
12,676,175
16,689,675
8,904,303
70,154,704
52,765,831
25,194,628
21,143,080
49,731,859
49,592,545
27,369,044
Total Mineral Resource
Grand-Total
425,162,079
Sub-Total
225,796,987
Mn
(%)
31.47
21.14
31.72
38.37
36.33
34.59
37.44
33.85
30.38
22.57
31.01
37.31
36.53
34.49
33.28
30.67
25.24
31.43
34.83
36.15
34.95
32.77
33.18
4.79
5.83
6.63
4.87
3.84
5.45
4.21
4.87
4.88
5.41
6.00
4.86
3.56
5.53
4.81
5.30
5.28
5.75
4.89
3.80
5.39
4.93
4.89
3.54
3.28
3.59
3.77
3.68
3.66
3.48
3.62
3.49
3.28
3.53
3.74
3.68
3.67
3.59
3.52
3.36
3.59
3.68
3.68
3.68
3.60
3.60
Reported in accordance with the JORC Code (2012). Mineral Resources are reported as inclusive of Ore Reserves. Mineral Resource grades and tonnages are reported in situ.
Explicit (modelled) geological losses and an additional 5% geological loss have been accounted for in the tonnage estimates. The maximum depth of the Mineral Resource is
372m below surface. Rounding of figures may result in minor summation discrepancies.
Competent Person: Coniace Madamombe
8.57
3.01
3.52
5.38
9.03
4.05
11.14
44.70
10.25
4.53
4.41
5.11
7.65
3.80
35.74
7.96
4.86
3.21
6.33
6.72
3.33
32.40
36.69
17
Previous Mineral Resource Estimate as at 28 February 2022:
Classification
Zone
Measured
Indicated
Inferred
X
Y
Z
M
C
N
Supergene
Sub-Total
X
Y
Z
M
C
N
Sub-Total
X
Y
Z
M
C
N
Tonnes
(t)
27,347,408
9,351,910
12,212,654
20,098,676
34 687 545
17,210,591
1,360,408
122,269,191
21,235,466
3,997,655
9,057,457
13,529,012
17,218,691
9,222,294
74,260,575
53,055,315
25,343,430
21,200,613
50,067,371
49,662,401
27,451,634
Total Mineral Resource
Grand-Total
423,310,531
Sub-Total
226,780,765
Mn
(%)
31.63
21.41
31.81
38.37
36.29
34.50
38.14
33.89
30.53
22.69
30.98
37.30
36.50
34.56
33.33
30.72
25.44
31.42
34.77
36.13
35.07
32.80
33.21
Fe
(%)
4.77
5.69
6.61
4.91
3.87
5.44
4.41
4.87
4.87
5.33
6.02
4.87
3.56
5.50
4.80
5.31
5.24
5.74
4.88
3.81
5.34
4.92
4.89
SG
(t/m3)
Thickness
(m)
3.53
3.29
3.59
3.76
3.67
3.65
3.49
3.61
3.49
3.28
3.53
3.74
3.68
3.66
3.59
3.52
3.35
3.59
3.68
3.68
3.68
3.59
3.60
8.46
3.06
3.53
5.39
9.20
4.01
11.57
45.21
10.16
4.44
4.35
5.16
7.59
3.76
35.46
7.91
4.91
3.19
6.34
6.67
3.27
32.28
36.56
Reported in accordance with the JORC Code (2012). 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. Rounding of figures may result in
minor summation discrepancies.
Competent Person: Efet Banda
18
Comparison with Previous Mineral Resource Estimate:
Classification
Zone
Measured
Indicated
Inferred
X
Y
Z
M
C
N
Supergene
Sub-Total
X
Y
Z
M
C
N
Sub-Total
X
Y
Z
M
C
N
Total Mineral Resource
Grand-Total
Sub-Total
Tonnes
(t)
452,759
(211,514)
362,132
1,254,894
3,312,358
1,967,362
(196,793)
6,941,197
(1,567,347)
(297,486)
(541,195)
(852,837)
(529,015)
(317,991)
(4,105,871)
(289,484)
(148,802)
(57,533)
(335,513)
(69,856)
(82,590)
(983,778)
1,851,548
Mn
(%)
(0.16)
(0.27)
(0.09)
(0.00)
0.03
0.09
(0.69)
(0.05)
(0.14)
(0.12)
0.03
0.02
0.03
(0.08)
(0.04)
(0.04)
(0.20)
0.01
0.06
0.02
(0.12)
(0.03)
(0.02)
Fe
(%)
0.01
0.14
0.02
(0.04)
(0.02)
0.01
(0.20)
0.00
0.01
0.08
(0.02)
(0.01)
(0.00)
0.02
0.00
(0.01)
0.05
0.01
0.01
(0.01)
0.05
0.01
0.01
SG
(t/m3)
0.00
(0.00)
0.01
0.01
0.00
0.01
(0.01)
0.00
(0.00)
0.00
(0.00)
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Thickness
(m)
0.11
(0.05)
(0.01)
(0.01)
(0.16)
0.04
(0.42)
(0.51)
0.09
0.08
0.05
(0.05)
0.06
0.04
0.28
0.05
(0.05)
0.02
(0.01)
0.05
0.06
0.13
0.13
A reconciliation between the 28 February 2022 and 28 February 2023 estimates is provided above. The recently acquired drillhole data permitted
structural and geological model updates resulting in a net global tonnage gain of approximately 1.9Mt after accounting for 3.1Mt mining
depletion that occurred between the reporting dates. Limited infill drilling in parts of the Indicated Mineral Resources enabled the upgrading
of approximately 5.1Mt to Measured category resulting in a 6.9Mt increase in Measured Mineral Resources. However, the minor (1Mt) reduction in
Inferred Mineral Resources resulting from the 1Mt upgrade to Indicated category reflects the limited additional drilling in the Inferred category
and absence of initial drilling in the undrilled target areas in the northern parts of the Tshipi mine.
19
Ore Reserve Estimate
Current Ore Reserves Statement as at 28 February 2023:
Classification
Zone
Proved
Total Ore Reserve
Z
M
C
N
Supergene
Sub-Total
M
C
N
Sub-Total
Grand-Total
Tonnes
(t)
2,665,799
27,923,981
14,515,648
10,575,432
30,337
55,711,197
10,423,253
7,225,800
4,651,633
22,300,686
78,011,883
Reported in accordance with the JORC Code (2012). Mining loss of 2%. Processing loss of 2%.
Competent Person: Jonathan Buckley
Previous Ore Reserves Statement as at 28 February 2022:
Classification
Zone
Proved
Probable
Total Ore Reserve
Z
M
C
N
Supergene
Sub-Total
M
C
N
Sub-Total
Grand-Total
Tonnes
(t)
2,445,693
15,730,953
28,272,839
10,541,808
222,010
57,213,303
7,929,683
10,971,808
4,952,894
23,763,530
81,067,688
Reported in accordance with the JORC Code (2012). Mining loss of 2%; Processing loss of 2%.
Competent Person: Jonathan Buckley
Mn
(%)
31.17
36.37
38.53
34.17
37.60
35.76
36.57
37.94
34.32
35.33
35.64
Mn
(%)
31.26
38.57
36.34
33.96
39.92
35.73
37.94
36.54
34.37
35.32
35.61
Fe
(%)
6.87
3.90
4.99
5.71
4.21
4.90
3.52
4.89
5.70
4.76
4.86
Fe
(%)
6.86
5.04
3.93
5.77
4.89
4.96
4.92
3.53
5.65
4.78
4.90
SG
(t/m3)
3.59
3.69
3.78
3.68
3.50
3.69
3.69
3.76
3.68
3.67
3.69
SG
(t/m3)
3.58
3.78
3.68
3.66
3.54
3.69
3.76
3.69
3.68
3.67
3.68
20
Comparison with Previous Ore Reserves Statement:
Classification
Zone
Proved
Probable
Total Ore Reserve
Z
M
C
N
Supergene
Sub-Total
M
C
N
Sub-Total
Grand-Total
Tonnes
(t)
220,106
12,193,027
(13,757,191)
33,624
(191,673)
(1,502,107)
2,493,571
(3,746,008)
(301,261)
(1,553,698)
(3,055,805)
Mn
(%)
(0.09)
(2.20)
2.19
0.22
(2.32)
37.57
(1.37)
1.40
(0.05)
5.57
21.30
Fe
(%)
0.02
(1.15)
1.07
(0.06)
(0.68)
0.17
(1.39)
1.36
0.04
5.53
2.90
SG
(t/m3)
0.01
(0.09)
0.10
0.01
(0.04)
1.62
(0.07)
0.08
0.00
0.01
0.80
The current Ore Reserves are based on the 2021 Life of Mine (LoM) Pit shell and design and the 2022 LoM Plan integrating the Medium-term and
Long-term Plans (MTP and LTP). Due to the absence of the 2023 LoM production schedule, the current Ore Reserves have been estimated through
depletion of the 2022 LoM production schedule with consideration of Mineral Resource classification changes.
Competent Persons
The current Mineral Resource estimate has been prepared under the supervision of and signed off by Mr Coniace Madamombe (MSc, BSc. Hons,
Geology, FGSSA, Pr.Sci.Nat, MBA) who is a Director and Principal Geologist of The Mineral Corporation. The current Ore Reserve estimate has been
prepared under the supervision of and signed off by Mr Jonathan Buckley (B.Eng. Hons, MSc. FSAIMM, Pr. Eng.), who is a Principal Mining Engineer
and a full-time associate of The Mineral Corporation. Both Competent Persons have considerable experience in manganese Mineral Resource
and Ore Reserve estimation and reporting and in the techno-economic assessment of manganese producing operations in the Kalahari
Manganese Field. Neither the Competent Persons nor The Mineral Corporation have any material interest in either Jupiter or Tshipi which would
compromise their independent status with regards to the Mineral Resource and Ore Reserve reporting for Tshipi. Mr Madamombe and Mr Buckley
consent to the inclusion in this report of the statements based on their information as provided in the Competent Persons Report dated 28
February 2023, in the form and context in which they appear.
Summary of Governance Arrangements and Internal Controls
Mineral Resources and Ore Reserves are estimated by suitably qualified Jupiter or Tshipi personnel or external consultants in accordance with
the requirements of the JORC Code (2012), industry standard techniques and internal guidelines for the estimation and reporting of Ore Reserves
and Mineral Resources.
All Mineral Resources 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.
As part of Tshipi’s governance arrangements and internal controls, Tshipi’s reporting methodology for Mineral Resources and Ore Reserves is
subject to periodic review and optimisation.
21
22
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
2023 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
•
•
•
•
Ian Murray
Scott Winter
Peter North
Patrick Murphy
• Bo Sung (Ben) Kim
Executive
• Brad Rogers (appointed 1 August 2022)
•
Scott Winter (Acting) (ceased 31 July 2022)
Additional information is provided below regarding the current
Directors and Executives.
Ian Murray
B.Com and GDA (University of Cape Town),
FCA, MAICD
Independent Chair; Non-Executive Director;
Audit Committee Member
Ian was appointed as a Director of Jupiter on 16 February 2022.
Ian is a Chartered Accountant, a Member of Australian Institute
of Company Directors, and holds an Executive degree in Advanced
Management & Leadership from the University of Oxford
(Saïd Business School). With over 25 years’ mining industry
experience in senior leadership positions, including the position
of Executive Chair and Managing Director of Gold Road Resources
Ltd (ASX: GOR) and DRDGold Ltd (NYSE & JSE: DRD), he has also held
executive positions with international ‘Big Four’ accounting firms.
Ian has a wealth of financial, corporate, project development,
mergers and acquisitions, and operational experience across
Australia, Africa, Asia Pacific, and North America. Most recently, Ian
led Gold Road as it transitioned from small market capitalisation
explorer to large scale plus billion dollar gold producer. Ian has
been the recipient of many awards during his leadership of Gold
Road, including the Gavin Thomas award for leadership, the Diggers
and Dealers Deal of the year award in 2017, after winning the best
emerging company award in 2011 as well as the CEO of the year
award from CEO Magazine.
Ian is currently a Non-Executive Director of Black Rock Mining
Limited, and volunteers on the board for non-for-profit and charity
Miners Promise Ltd.
Scott Winter
B.Eng (Honours, Mining) (University of
Queensland); GradDip. Applied Finance and
Investment (Securities Institute Australia); MBA
(Melbourne Business School)
Independent Non-Executive Director; Remuneration
and Nomination Committee Chair
Scott was appointed as a Director of Jupiter on 30 July 2021.
Scott led the aggregation of Australian and African business units and
the formation of the Global Surface contract mining business with
over 40 projects for Perenti Limited, the successful turnaround of the
African business unit and growth of the Australian business unit.
Previous to Perenti, Scott was Chief Operating Officer at Mineral
Resources Ltd supporting the selldown and subsequent integration
of its Wodgina lithium mine with Albermarle.
Scott has not been a Director of any other ASX listed companies in
the past three years.
Peter North
B.Sc (Mining Engineering) (Wits University);
MBA (Wits Business School)
Non-Executive Director; Audit Committee Chair;
Remuneration and Nomination Committee Member
Peter was appointed as a Director of Jupiter on 30 July 2021.
Peter co-founded Safika Resources (Pty) Limited, a substantial
shareholder of Jupiter. He led negotiations with Samancor that
culminated in a shareholding in Hotazel Manganese Mines and the
formation of the joint venture with Pallinghurst Resources which
established Tshipi.
Peter has 16 years corporate finance experience with Rand
Merchant Bank and QuestCo in South Africa.
Peter has not been a Director of any other ASX listed companies in
the past three years.
23
Patrick Murphy
LLB and B.Com
(University of Western Australia)
Non-Executive Director; Remuneration and
Nomination Committee Member
Melissa North
B.Com (Murdoch University);
Chartered Accountant
Chief Financial Officer and
Company Secretary
Patrick was appointed as a Director of Jupiter on 30 November 2021.
Patrick is a Managing Director of AMCI Group, a group company of
AMCI Group, LLC, a substantial shareholder of Jupiter.
Patrick is an experienced mining investment professional, having
spent 15 years at AMCI and the global investment group Macquarie.
He has specialised in deploying capital in the raw materials and
mining industries for his entire career. Patrick has global experience
and a proven pedigree in identifying and successfully executing
value enhancing initiatives in the industry.
He holds board positions for a number of AMCI companies and is
Non-Executive Director of ASX listed Juno Minerals Limited (ASX:JNO)
and Green Technology Metals (ASX:GT1).
Melissa joined Jupiter in May 2012 as Group Financial Controller
and was subsequently appointed CFO and Company Secretary in
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 and other large media agencies in London.
Melissa 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.
Bo Sung (Ben) Kim
B.Com (University of Queensland)
Non-Executive Director; Audit Committee Member
Principal Activities
The principal activities of Jupiter during the year have been the
operation of Tshipi in South Africa and the sale of manganese ore.
Ben was appointed as a Director of Jupiter on 15 February 2022.
Review of Financial Results and Operations
Ben is the Managing Director of POSCO Australia, a substantial
shareholder of Jupiter. Ben has built his career in POSCO in the
Management Planning Team and the Raw Materials Division.
Ben has not been a Director of any other ASX listed companies in the
past three years.
The consolidated results of Jupiter for the year ended 28 February
2023 was a profit of $76,470,852 after a $13,267,468 tax expense
(FY2022: profit of $53,977,755 after a $3,499,406 tax expense).
Further details of the results of the Consolidated Entity are set out
in the accompanying financial statements and the Operating and
Financial Review in this Annual Report.
Significant Changes in the State of Affairs
There were no significant changes.
Dividends
In respect of the 2023 financial year, the Directors have declared the
following dividends:
Dividend
Interim unfranked,
wholly conduit
foreign income
Final unfranked,
wholly conduit
foreign income
Dividend per
share
Total
dividend
Payment
date
Paid
17 November
2022
Paid
19 May 2023
$0.010
$19,589,910
$0.012
$23,507,892
$0.022
$43,097,802
Brad Rogers
B.Com (Curtin University); Post GradDip.
Applied Finance (Securities Institute Australia);
Chartered Accountant
Managing Director and Chief Executive Officer
Brad was appointed as Managing Director of Jupiter on
1 August 2022.
Brad joined Jupiter from leading mining logistics company Bis
Industries, where he was Managing Director and CEO since 2015.
He previously served as Bis’ Chief Financial Officer and Director of
Corporate Development. Bis is a large production focussed mining
services company and an industry leader in bulk mining logistics,
including through the invention and use of proprietary technology.
Prior to Bis, Brad was General Manager Corporate Development at
ASX listed mining, engineering and infrastructure company GRD
Limited, where he was responsible for group strategy, corporate
finance and investor relations. He also led GRD’s Global Renewables
operating business in Australia and Asia for three years. Brad, a
graduate of Curtin University and a Chartered Accountant, earlier
worked as a corporate strategy advisor for Mainsheet Corporate
and Arthur Andersen.
Brad has not been a Director of any other ASX listed companies in
the past three years.
24
Financial Position
Environmental Regulations and Performance
At 28 February 2023, Jupiter held $49,486,940 in cash and cash
equivalents (FY2022: $39,158,487) and had a carrying value of
investments using the equity method of $483,121,273
(FY2022: $447,779,813).
Significant Events After Reporting Date
These financial statements were authorised for issue on
30 May 2023 by Managing Director Brad Rogers.
On 28 April 2023, the Directors declared a final dividend for
the year ended 28 February 2023 of $0.012 per ordinary share,
paid on 19 May 2023.
Likely Developments, Business Strategies and Prospects
The operations at Tshipi are expected to continue in a similar
manner to present.
Jupiter’s current operations are subject to general environmental
regulation under the laws of the 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 Environmental, Social and Governance Report in
the Operating and Financial Review on page 8 for full details.
Meetings – Attendance by Directors
The number of Directors’ and Committee meetings and the number
of meetings attended by each of the Directors of Jupiter during the
financial year under review are:
Board
Audit Committee
Remuneration and
Nomination Committee
Eligible to
attend
Attended
Eligible to
attend
Attended
Eligible to
attend
Attended
8
8
8
8
8
5
8
8
8
8
8
5
4
-
4
-
4
-
4
-
4
-
3
-
-
3
3
3
-
-
-
3
3
3
-
-
Director
Ian Murray
Scott Winter
Peter North
Patrick Murphy
Bo Sung Kim
Brad Rogers
Directors’ Interests
Particulars of Directors’ interests in securities as at the date of this report are as follows:
Director
Ian Murray
Scott Winter
Peter North
Patrick Murphy 1
Bo Sung Kim 2
Brad Rogers
Balance at start of year
Granted as
remuneration
Other changes
Held at the end of
reporting period
-
215,000
697,000
60,000
134,992,472
-
-
-
-
-
-
-
-
-
-
-
-
-
-
215,000
697,000
60,000
134,992,472
-
1 Patrick Murphy is a Managing Director 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.
2 Bo Sung Kim is the Managing Director of POSCO Australia Pty Ltd (POSCO). POSCO is the registered owner of 134,992,472 Ordinary Shares in the Company at the date of this report.
25
Contracts with Directors
Corporate Governance
There are no agreements with any of the Directors other than
remuneration agreements.
The Directors aspire to maintain the standards of Corporate
Governance appropriate to Jupiter. Jupiter’s Corporate Governance
Statement is set out on pages 37 to 49 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.
Brad Rogers
Perth
30 May 2023
Auditor’s Independence Declaration
The Lead Auditor’s Independence Declaration for the year ended
28 February 2023 has been received and can be found on pages 84
to 87 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 2023 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 2023:
Taxation and other services - $45,002 (FY2022: $38,418)
26
27
Remuneration Report (Audited)
The Directors present the FY2023 Remuneration Report for Non-Executive Directors (NED), Executive Directors and other Key Management
Personnel (KMP), prepared in accordance with the Corporations Act 2001 and the Corporations Regulations 2011.
The Remuneration Report is presented under the following sections:
1. Introduction
2. Executive Remuneration Governance
3. Executive Remuneration
4. Non-Executive Remuneration
5. Planned Executive Remuneration Changes for FY2024
6. Statutory Remuneration Disclosures
7. Key Management Personnel Remuneration
8. Other Transactions with Key Management Personnel
(1)
INTRODUCTION
This report outlines the Company’s approach to remuneration for its executives.
Page
28
28
29
29
29
30
33
35
The Company’s FY2022 Remuneration Report received approval from the shareholders following the implementation of several recommended changes to
the Board, executive team, executive performance and remuneration framework. This represented shareholders’ recognition of positive changes made by
the Board in the way in which the business is managed, governed and its key personnel are remunerated and rewarded for performance.
FY2023 saw further changes to the Board and executive with the appointment of Ian Murray as Chair and Brad Rogers as Managing Director and Chief
Executive Officer (MD and CEO).
These appointments resulted in further review and changes to the remuneration framework for Executives and Non-Executive Directors. Although
significant progress has been made it is envisaged that the framework will evolve further in FY2024 as the Company’s business strategy is achieved.
The Board recognises that the success of the business depends on the quality and engagement of its people. To ensure the Company continues to succeed
and grow, it must attract, motivate and retain skilled Directors, Executives and employees. The Board delegates responsibility in relation to remuneration
to the Remuneration and Nomination Committee (RN Committee) to ensure that people and performance are a priority.
In considering the Company’s performance and benefits for shareholder wealth, the RN Committee have regard to the following indices in respect of the
current financial year and the previous four financial years:
$
2023
2022
2021
2020
2019
Profit attributable to owners
of the Company
76,470,852
53,977,755
67,519,400
95,118,503
138,033,499
Dividends paid
43,097,803
29,384,866
58,769,731
93,052,074
146,924,327
Change in share price
0.01
(0.12)
0.11
(0.10)
(0.07)
(2) EXECUTIVE REMUNERATION GOVERNANCE
The information contained within this section provides an overview of the future executive remuneration governance for the Company.
(i) Remuneration Philosophy
The main objective is the retention of a high-quality Board and executive team, to maximise value of the shareholders’ investment.
Remuneration levels will be competitively set to attract, retain and motivate appropriately qualified and experienced Directors
and Executives.
In determining the level and make up of remuneration levels for Executives of the Company, the remuneration policy will be structured to
increase goal congruence between shareholders and Executives and includes the payment of incentives based on achievement of specific
goals related to the performance of the Company and also the issue of equity based instruments to encourage alignment of personal and
shareholder interests.
28
(ii) Role of the Board
(ii) STI
The Board delegates responsibility in relation to remuneration
to the RN Committee, which operates in accordance with
the RN Committee Charter and the requirements of the
Corporations Act 2001 and its Corporations Regulations 2011.
Refer to section 6 which details the STI for the MD/CEO.
The annual bonus for the CFO is discretionary.
(iii) LTI
(iii) Role of the Remuneration and Nomination Committee
Refer to section 6 which details the LTI for the MD/CEO.
The RN Committee is a committee of the Board. It is
responsible for making recommendations to the Board on:
• The Company’s remuneration policy and structure;
• Executive remuneration policy for KMP;
• Remuneration levels of the MD/CEO and KMP;
• Operation of incentive plans and key performance hurdles
for KMP;
• Equity based remuneration plans for KMP; and,
• NED remuneration;
The RN Committee’s objective is to ensure remuneration
policies and structures are fair and competitive and aligned
with the long-term interests of the Company. The RN
Committee will periodically obtain independent remuneration
information to ensure NED fees and Executive remuneration
packages are appropriate and in line with the market.
(iv) Use of Remuneration Advisors
During FY2023, the RN Committee engaged with and appointed
independent consultants BDO Reward WA Pty Limited (BDO)
and Korn Ferry to undertake benchmarking of Executive and
NED remuneration, and to conduct a review of the overall
Executive remuneration framework which would inform the
Company’s approach to Executive remuneration.
No specific recommendations were made by either consultant
during the year.
(v) Remuneration Report Approval at FY2022 Annual General
meeting (AGM)
At the Company’s FY2022 AGM, the Remuneration Report for
FY2022 was voted on and approved by the Shareholders.
(4) NON-EXECUTIVE REMUNERATION
The Board seeks to set aggregate remuneration at a level that provides the
Company with the ability to attract and retain NED’s of the highest calibre.
The amount of aggregate remuneration sought to be approved by
shareholders and the manner in which it is apportioned amongst NED’s
is reviewed annually.
Directors’ fees cover all main Board activities. NED’s are not entitled
to retirement benefits other than statutory superannuation or other
statutory required benefits. NED’s do not currently participate in
performance related remuneration (share or bonus schemes) designed
for Executives or employees.
Director fees currently paid to NED’s per annum are as follows:
Director
Chair Fee
Director
Fee
Committee
Fees
Total
Ian Murray
$140,000
-
$2,500
$142,500
Scott Winter
Peter North
Patrick Murphy
Ben Kim
Total
-
-
-
-
$55,000
$5,500
$60,500
$55,000
$8,000
$63,000
$55,000
$55,000
$2,500
$2,500
$57,500
$57,500
$140,000
$220,000
$21,000
$381,000
(5) PLANNED EXECUTIVE REMUNERATION CHANGES FOR FY2024
As a result of the changes within the Board structure and executive
team and the announcement of a new strategy for the Company,
the RN committee will be further reviewing the remuneration and
structure for Executives and NEDs. The objective is to be adequately
prepared for the resourcing requirements of the business as the
strategy is implemented over the coming years.
(3) EXECUTIVE REMUNERATION
(i)
Fixed and Total Remuneration Approach
The information contained within this section outlines details
pertaining to the Executive remuneration structure for FY2023. With
the change to the financial year end, the Short Term Incentives (STI)
and Long Term Incentives (LTI) will be evaluated accordingly as at 30
June 2023.
Remuneration is made up of a fixed component as well as a short-
term incentive component.
(i)
Total Fixed Remuneration
The MD/CEO fixed annual remuneration is $750,000
plus statutory superannuation. The Chief Financial
Officer (CFO) fixed annual remuneration is $257,600
inclusive of superannuation.
Total Fixed Remuneration (TFR) acts as a base level reward
for a competent level of performance. It includes cash,
compulsory superannuation contributions and any non-
monetary benefits and will be based on:
•
•
The size and complexity of the role;
The criticality of the role to successful execution of the
business strategy;
• Role accountabilities;
•
Skills and experience of the individual; and
• Market remuneration levels for comparable roles.
29
(ii) Executive Remuneration Framework
The Total remuneration package will consist of the following elements of pay.
Remuneration Elements
Purpose
Category
Definition of Pay Category
Total Fixed Remuneration
Pay for meeting role requirements
Fixed pay
Short Term Incentive
Incentive for the achievement of
annual objectives
Short term incentive Pay
Long Term Incentive
Incentive for achievement of sustained
business growth (non-market measures)
Long term incentive pay
Pay linked to the present value or market rate of
the role.
Pay for delivering the annual operational plan for
the Company. Short Term Incentive pay is linked
to the achievement of short term ‘line-of-sight’
performance goals.
It reflects ‘pay for short term performance’.
Pay for creating value for shareholders. Reward
pay is linked to shareholder returns
It reflects ‘pay for results’.
(6) STATUTORY REMUNERATION DISCLOSURES
(i) Executive Contracts
Remuneration and other terms of employment for the Executives are formalised in service agreements. The service agreements specify the
components of remuneration, benefits and notice periods. Other major provisions of the agreements relating to remuneration are set out below.
Brad Rogers (Managing Director and Chief Executive Officer)
Contract
Description:
Agreement between the Company and Brad Rogers (Employee).
Term:
Commencement date of 1 August 2022 until the Employee is terminated.
Services:
The Employee is employed as MD and CEO of the Company and is responsible for all operational aspects within the Company.
Remuneration
Fixed remuneration:
The Employee’s annual Remuneration Package is $750,000 plus statutory superannuation.
Signing incentive:
At Commencement Date, the Employee received the right to be issued 1,000,000 fully paid ordinary shares in the Company:
1. 500,000 will be issued on the day which is 12 months from the Commencement Date; and
2. 500,000 will be issued on the day which is 24 months from the Commencement Date.
Other incentives:
At Commencement Date, the Employee received 1,000,000 Share Options (exercisable into 1,000,000 fully paid ordinary
shares), with a zero exercise price, vesting as follows:
1. 500,000 Share Options vest and are capable of exercise only when the Company’s share price achieves a 30 day
VWAP of greater than $0.40; and
2. 500,000 Share Options vest and are capable of exercise only when the Company’s share price achieves a 30 day
VWAP of greater than $0.50.
Short term incentive:
Performance measures covering three main categories with a safety gateway:
Category
Measure
Health, Safety and Environment (HSE)
TRIFR, action closeout, critical risk rollout, environmental audit
Financial
Performance versus budget for earnings, cost per tonne, volume movement
Strategic Initiatives
Strategic mine site and business project closeout
30
Brad Rogers (Managing Director and Chief Executive Officer)
Remuneration
Long term incentive:
Performance measures covering three main categories:
Category
Measure
Total Shareholder Return (TSR)
Basket of like companies
Growth
Equity manganese production
Strategic Initiatives
Strategic business initiatives
Termination
Termination by the Company:
The Employer may terminate the Employee’s employment for any reason by giving the Employee six months written
notice or payment in lieu of notice, or a combination of notice and payment in lieu of notice.
The Company may immediately terminate the agreement in certain circumstances, including if the Employee is in default
of its obligations and does not remedy that default in addition to other standard default situations.
Termination by the Employee:
The Employee may terminate the agreement at any time by giving the Company six months written notice.
Melissa North (Chief Financial Officer and Company Secretary)
Contract
Description:
Term:
Services:
Executive services agreement between the Company and Melissa North (Employee).
Commencement date of 1 January 2018 until the Employee is terminated.
The Employee is employed as CFO and Company Secretary of the Company and is responsible for all financial aspects
within the Company. The Employee also spends a proportion of their time seconded to Juno Minerals Limited (Juno) as CFO
and Company Secretary.
Remuneration
Fixed remuneration:
The Employee’s annual Remuneration Package is $257,600, inclusive of superannuation.
The Employee receives an additional $100,000 per annum for their secondment to Juno, which is recharged to Juno.
Short term incentive:
The Employee may be entitled to an annual bonus at the discretion of the Board. In determining eligibility, the
Board will consider without limitation, the performance of the Company, the Employee’s performance and prevailing
market conditions.
Termination
Termination by the Company:
The Employer may terminate the Employee’s employment for any reason by giving the Employee three months written
notice or payment in lieu of notice, or a combination of notice and payment in lieu of notice.
The Company may immediately terminate the agreement in certain circumstances, including if the Employee is in default
of its obligations and does not remedy that default in addition to other standard default situations.
Termination by the Employee:
The Employee may terminate the agreement at any time by giving the Company three months’ written notice.
31
(ii) Shares held by directors and management personnel
The movement during the year in the number of ordinary shares in the Company held directly, indirectly or beneficially, by each Director and
key management personnel, including their personally related entities are as follows:
Director / KMP
Balance at start of year
Granted as remuneration
Other changes
Ian Murray
Scott Winter
Peter North
Patrick Murphy 1
Bo Sung Kim 2
Brad Rogers
Melissa North
-
215,000
697,000
60,000
134,992,472
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Held at the end of
reporting period
-
215,000
697,000
60,000
134,992,472
-
-
1. Patrick Murphy is a Managing Director of 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.
2. Bo Sung Kim is the Managing Director of POSCO Australia Pty Ltd (POSCO). POSCO is the registered owner of 134,992,472 Ordinary Shares in the Company at the date of
this report.
None of the shares included in the table above are held nominally by key management personnel.
(iii) Options and performance rights granted
Options granted during the year were as follows:
Director / KMP
Grant date
Number
of options
granted
Fair value
per option
at grant
date $
Exercise
price per
option $
Expiry date
Conditions
Brad Rogers
1 August 2022
500,000
0.046
Brad Rogers
1 August 2022
500,000
0.046
All options granted during the year were outstanding as at 28 February 2023.
Performance rights granted during the year were as follows:
-
-
25 July 2025
25 July 2025
Exercisable only when Company’s share
price achieves a 30 day VWAP of greater
than $0.40.
Exercisable only when Company’s share
price achieves a 30 day VWAP of greater
than $0.50.
Director / KMP
Grant date
Number
of rights
granted
Fair value at
grant date $
Vesting date Vesting conditions
Brad Rogers
1 August 2022
500,000
0.195
31 July 2023
Brad Rogers
1 August 2022
500,000
0.195
31 July 2024
Fully paid ordinary shares to be issued 12 months
from Commencement Date.
Fully paid ordinary shares to be issued 24 months
from Commencement Date.
All rights and options expire on the earlier of their expiry date or termination of the KMP’s employment.
32
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.
6
The KMP for the Group for FY2023 and since the end of the financial year were:
-
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Executive Directors
Name
Position
Non-Executive Directors
Ian Murray
Chair
Non-Executive Director
Scott Winter
Non-Executive Director
Peter North
Non-Executive Director
Patrick Murphy
Non-Executive Director
Bo Sung Kim
Non-Executive Director
Time as KMP
Part year from 1 May 2022
Full year
Full year
Full year
Full year
Full year
Brian Beem
Alternate Director to Patrick Murphy
Part year to 1 August 2022
Scott Winter
Acting Chief Executive Officer
Part year to 31 July 2022
Brad Rogers
Managing Director and Chief Executive Officer
Part year from 1 August 2022
Other Key Management Personnel (Executives)
Melissa North
Chief Financial Officer and Company Secretary
Full year
8.
OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
During the current financial year, there were no other material transactions with key management personnel or their related parties.
There were no loans with any of the key management personnel during the year and no loan amounts outstanding.
End of Remuneration Report
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35
36
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 30 May 2023 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
(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.
(a) The Company has adopted a Board Charter that
discloses the role and responsibilities of
the Board.
(b) 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 at www.jupitermines.com/
about-us/corporate-governance
37
Principle
ASX Recommendation
Comply
Comments
(a) The Company conducts background checks of
candidates for the position of Director prior to
their appointment or nomination for election
by Shareholders, including checks as to good
character, experience, education, qualifications,
criminal history and bankruptcy.
(b) 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 the Company
conducts background checks during the
Director’s appointment process. As a matter of
practice, the Company 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 employment
contracts with Brad Rogers, Chief Executive Officer,
and Melissa North, Chief Financial Officer.
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.
The Company Secretary reports directly, and is
accountable, to the Board through the Chair of the
Board (Chair) 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.
Principle 1 – Lay solid foundations for management and oversight
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.
A listed entity should have a written agreement
with each director and senior executive setting out
the terms of their appointment.
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
Yes
1.3
1.4
38
Principle
ASX Recommendation
1.5
A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or 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.
ii.
the measurable objectives set for that
period to achieve gender diversity;
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.
Comply
Comments
Yes
(a) The Company’s Diversity Policy can be found on
the Company’s website at www.jupitermines.
com/about-us/corporate-governance.
(b) The Board respects and values the benefits that
diversity (e.g., gender, age, ethnicity, cultural
background, disability and marital/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.
(c)
i. and ii.
As part of the Company’s renewed strategy, the
Board is implementing diversity considerations
within its recruitment process and will set
updated measurable objectives to achieve
gender diversity.
iii. (a) The proportion of diversity across the Group at
28 February 2023 is:
• Board – nil
• Senior executive 1 – 67%
• All Board and staff 2 – 45%
1 Senior executive includes Managing Director, Chief
Financial Officer, Company Secretary and Head of
Marketing and Finance.
2 Includes Directors and senior executives
1.6
A listed entity should:
Yes
(a) The Remuneration and Nomination Committee
(a) have and disclose a process for periodically
evaluating the performance of the board, its
committees and individual directors; and
(b) disclose, in relation to each reporting
period, whether a performance evaluation
was undertaken in the reporting period in
accordance with that process.
(RN Committee) is responsible for the
evaluation process for the Board, Committees
and individual Directors.
The evaluation process generally includes
a combination of self-assessments by
Directors on their individual performance and
effectiveness of the Board and Committees.
(b) In February 2023, the Company undertook
a comprehensive externally conducted
evaluation process. The Board was then
provided with the feedback and key focus
areas, which are currently being worked
through to be implemented.
39
Principle
ASX Recommendation
Comply
Comments
1.7
A listed entity should:
Yes
(a) The Board is responsible for monitoring the
(a) have and disclose a process for periodically
evaluating the performance of its senior
executives; and
(b) disclose, in relation to each reporting
period, whether a performance evaluation
was undertaken in the reporting period in
accordance with that process.
performance of executive officers.
The Board has established policies to ensure
that the Company 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.
(b) The Company will continue to disclose if and when
it has conducted any performance evaluations.
The Company appointed its Chief Executive
Officer on 1 August 2022. A formal performance
evaluation will be completed after 12 months.
Principle 2 – Structure the board to be effective and add value
2.1
The board of a listed entity should:
No
(a) The Board has established a RN Committee.
(a) have a nomination committee which:
(i) The RN Committee presently consists of
(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
(a) 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.
Scott Winter, Peter North and Patrick Murphy.
Mr Winter is an independent Non-Executive
Director. Mr North and Mr Murphy are
Non-Executive Directors and not independent.
(ii) Mr Winter is the chair of the RN Committee
and an independent Director.
(iii) The RN Committee Charter discloses the RN
Committee’s role and responsibilities. The
RN Committee Charter is available on the
Company’s website at: www.jupitermines.
com/about-us/corporate-governance
(iv) As above.
(v) The number of committee meetings and
individual attendances of the members at
those meetings can be found within the
Directors’ Report.
2.2
A listed entity should have and disclose a board
skills matrix setting out the mix of skills and
diversity that the board currently has or is looking
to achieve in its membership.
No
The Company is currently finalising its skills matrix
in relation to its Board members and includes a wide
variety of desired skills and experience.
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.
40
Principle
ASX Recommendation
Comply
Comments
2.3
A listed entity should disclose:
Yes
(a) The Board considers that Scott Winter and Ian
(a) the names of the directors considered by the
board to be independent directors;
(b) if the director has an interest, position,
association or relationship of the type described
in Box 2.3 but the board is of the opinion that
is does not compromise the independence of
the director, the nature of interest, position,
association or relationship in question and
an explanation of why the board is of that
opinion; and
(c) the length of service of each director.
2.4
A majority of the board of a listed entity should be
independent directors.
No
Murray 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.
(b) Not applicable.
(c) The Company appointed Mr Winter as a Director
on 30 July 2021 and Mr Murray was appointed on
15 February 2022.
A majority of the Board are not independent
Directors. Two of the Board’s six Directors,
being Scott Winter and Ian Murray, are
considered independent.
The Company does not consider Bo Sung Kim
independent because he is the Managing Director
of POSCO Australia Pty Ltd, a substantial shareholder
of the Company.
The Company does not consider Patrick Murphy
independent because of his association with
AMCI Group, LLC, a substantial shareholder of
the Company.
The Company does not consider Peter North
independent because of his association with
Ntsimbintle Holdings Pty Ltd, a substantial
shareholder of the Company.
The Company does not consider Brad Rogers
independent as he is the Managing Director.
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 Chair, Ian Murray, is an independent Director.
Brad Rogers is the Chief Executive Officer and is not
the Chair.
41
Principle
ASX Recommendation
Comply
Comments
Yes
Induction program
2.6
A listed entity should have a program for inducting
new directors and provide appropriate professional
development opportunities for directors to develop
and maintain the skills and knowledge needed to
perform their role as directors effectively.
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.
Director development
In order to achieve continuing improvement in
Board performance, all Directors are encouraged to
undergo continual professional development.
The Company released a comprehensive five year
strategy update on 31 March 2023, setting out its
vision to become the leading manganese producer
in the world.
As part of this, the Company plans to work with its
internal teams to develop an integral set of core
values, which it will share with stakeholders.
Principle 3 – Instil a Culture of Acting Lawfully, Ethically and Responsibly
3.1
A listed entity should articulate and disclose
its values.
No
42
Principle
ASX Recommendation
Comply
Comments
3.2
A listed entity should:
Yes
(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.
3.3
A listed entity should:
(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
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.
The Board believes that the success of the Company
has been, and will continue to be, enhanced by a
strong ethical culture within the organisation.
(a) The Company 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.
(b) 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 the Company in relation to
confidential information they possess.
In fulfilling their duties, each Director dealing
with corporate governance matters may
obtain independent professional advice at
the Company’s expense after consultation
with the Chair.
The Company ensures that all incumbent and new
personnel have a copy of the Code. It is also available
on the Company’s website at www.jupitermines.
com/about-us/corporate-governance
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.
43
Principle
ASX Recommendation
Comply
Comments
Principle 4 – Safeguard the Integrity of Corporate Reports
4.1
The board of a listed entity should:
No
(a) The Company has established an Audit
(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.
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
Yes
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.
(i) The Audit Committee presently consists of
Peter North, Ian Murray and Bo Sung Kim.
Mr Murray is the only independent Director.
(ii) Mr North acts as the chair of the Audit
Committee. Mr North is not independent.
(iii) The Audit Committee Charter sets out the
functions, operating mechanisms and
responsibilities of the Audit Committee.
(iv) 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 has financial expertise. Mr Murray is
a Chartered Accountant.
A copy of the Audit Committee Charter
is available on the Company’s website at
www.jupitermines.com/about-us/
corporate-governance
(v) The number of committee meetings and
individual attendances of the members at
those meetings can be found within the
Directors’ Report.
As a matter of practice, the Company 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 Chief Executive Officer and Company Secretary
are responsible for reviewing all communications to
the market and to ensure they are full and accurate
and comply with the Company’s obligations.
4.2
4.3
44
Principle
ASX Recommendation
Comply
Comments
Principle 5 – Make Timely and Balanced Disclosure
5.1
A listed entity should have a written policy for
complying with its continuous disclosure obligations
under the listing rule 3.1.
Yes
The Company has adopted a Continuous Disclosure
Policy.
5.2
5.3
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.
Principle 6 – Respect the Rights of Security Holders
6.1
6.2
A listed entity should provide information
about itself and its governance to investors via
its website.
A listed entity should have an investor relations
program that facilitates effective two-way
communication with investors.
Yes
Yes
Yes
Yes
The Company 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 at www.
jupitermines.com/about-us/corporate-governance
The Company Secretary, who reports to the Chair,
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 release by ASX, the material is
posted to the Company’s website.
Information about the Company and its corporate
governance, including copies of the Company’s
various corporate governance policies and charters,
are available on its website at
www.jupitermines.com/about-us.
The Company has adopted a Shareholder
Communications Policy to promote effective
communication with Shareholders, ensure
all relevant information is disseminated to
Shareholders effectively and to encourage the
participation of Shareholders at Company general
meetings.
The Company communicates with Shareholders:
•
•
•
through releases to the market via the ASX;
through the Company’s website;
through information provided directly to
Shareholders; and
•
at general meetings.
45
Principle
ASX Recommendation
Comply
Comments
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 Company 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, the Company
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.
The Company 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.
The Company considers that communicating with
Shareholders by electronic means is an efficient
way to distribute information in a timely and
convenient manner.
The Company provides new Shareholders with
the option to receive communications from the
Company electronically and encourages them to do
so. Existing Shareholders are also encouraged to
request communications electronically.
The Company will provide all Shareholders that have
opted to receive communications electronically
with notifications when it uploads an
announcement or other communication (including
an annual report and notice of meeting) to the ASX
announcements platform.
46
Principle
ASX Recommendation
Comply
Comments
Principle 7 – Recognise and Manage Risk
7.1
The board of a listed entity should:
No
(b) The Company does not have a separate risk
(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.
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.
(a) 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.
(b) The Company will continue to disclose the
outcome of the annual risk management review
in its annual reports.
47
Principle
ASX Recommendation
Comply
Comments
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.
7.4
A listed entity should disclose whether it has any
material exposure to economic, environmental
and social sustainability risks and, if it does, how it
manages or intends to manage those risks.
Yes
(b) The Company 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; 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.
The Company’s primary business is the production
and export of manganese via its 49.9% beneficial
interest in Tshipi in South Africa. As such, the
Company is exposed to the unique risks to which
Tshipi is exposed. This includes, but is not limited to,
the following key risks:
•
•
•
•
•
•
fluctuations in the price of manganese ore;
fluctuations in third party contractor costs;
any reduction in the global demand for steel;
risks arising from mining operations being
concentrated at one mine;
economic, political or social instability in South
Africa may affect 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.
Further details on risk are provided in the Operating
and Financial Review contained within the
Company’s Annual Report.
48
Principle
ASX Recommendation
Comply
Comments
Principle 8 – Remunerate Fairly and Responsibly
8.1
The board of a listed entity should:
No
(a) The Board has established a RN Committee.
(a) have a remuneration committee which:
(i) has at least three members, a majority of
whom are independent directors; and
(ii) is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period,
the number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b) if it does not have a 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.
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
(i) The RN Committee presently consists of
Scott Winter, Peter North and Patrick
Murphy. Mr Winter is an independent
Non-Executive Director. Mr North and
Mr Murphy are Non-Executive Directors
and not independent.
(ii) Mr Winter is the chair of the RN Committee
and an independent Director.
(iii) The RN Committee Charter discloses the RN
Committee’s role and responsibilities. The
RN Committee Charter is available on the
Company’s website at: www.jupitermines.
com/about-us/corporate-governance
(iv) As above.
(v) The number of committee meetings and
individual attendances of the members at
those meetings can be found within the
Directors’ Report.
The Company’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 the
Company’s annual report for each financial year.
Furthermore, the Company’s remuneration
policies and practices are subject to review by
the RN Committee, as set out in the Company’s RN
Committee Charter.
A listed entity which has an equity-based
remuneration scheme should:
(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.
Yes
(a) The Company’s Share Trading Policy states
the requirements for all Directors, executives,
employees, contractors and consultants of the
Company dealing in the Company’s Securities.
The policy provides that Directors and senior
executives must not at any time enter into
a transaction (e.g. writing a call option) that
operates or is intended to operate to limit the
economic risk of holdings of unvested Company
securities under any equity-based remuneration
schemes offered by the Company.
(b) A copy of the Share Trading Policy is available on
the Company’s website at www.jupitermines.
com/about-us/corporate-governance
8.2
8.3
49
ANNUAL
FINANCIAL
REPORT
FOR THE YEAR ENDED
28 FEBRUARY 2023
ABN 51 105 991 740
CONSOLIDATED ENTITY
50
5050
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
For the Year Ended 28 February 2023
Revenue
Gross profit
Other income
Employee benefits expense
Depreciation of property, plant and equipment
Amortisation of intangible assets
Administrative expenses
Business development costs
Other expenses
Profit from operations
Note
2
2
12
9, 26
9
4
Share of profit from joint venture entities using the equity method
10
Finance income
Finance costs
Foreign exchange gain
Profit before income tax
Income tax expense
Profit from continuing operations
Profit for the year from discontinued operations
Profit for the year
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 (loss)/profit for the year, net of tax
Total comprehensive profit for the year
Profit for the year attributable to: Owners of the parent
Total comprehensive profit attributable to: Owners of the parent
Overall Operations
Basic and diluted earnings per share from continuing operations
Basic and diluted earnings per share from discontinued operations
3
25
14
14
5
5
Consolidated Group
February 2023
$
February 2022
$
9,496,639
9,496,639
897,078
(1,462,294)
(36,847)
(2,744)
(77,611)
(3,188,462)
(3,251,513)
2,374,246
85,966,530
607,595
(17,932)
807,881
89,738,320
(13,267,468)
76,470,852
-
76,470,852
(801,187)
141
(801,046)
75,669,806
76,470,852
75,669,806
0.0390
-
7,302,852
7,302,852
819,670
(3,679,603)
(3,153)
(46)
(120,686)
-
(2,367,471)
1,951,563
42,774,470
92,778
-
34,058
44,852,869
(3,499,406)
41,353,463
12,624,292
53,977,755
109,946
892,033
1,001,979
54,979,734
53,977,755
54,979,734
0.0211
0.0064
The Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.
51
Consolidated Statement of Financial Position
As At 28 February 2023
Consolidated Group
Note
February 2023
$
February 2022
$
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other current assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Equity instruments at fair value through other comprehensive income
Property, plant and equipment
Right of use asset
Investments accounted for using the equity method
Deferred tax asset
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Lease liability
Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Deferred tax liability
Lease liability
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated profits
TOTAL EQUITY
6
7
9
26
10
3
11
26
3
26
13
14
49,486,940
43,791,012
214,697
93,492,649
6,334
72,961
490,811
483,121,273
490,186
484,181,565
577,674,214
39,055,949
82,621
127,946
39,158,487
45,649,449
57,884
84,865,820
6,193
2,122
-
447,779,813
80,846
447,868,974
532,734,794
41,955,308
-
127,300
39,266,516
42,082,608
66,081,265
421,550
66,502,815
105,769,331
471,904,883
383,677,676
(1,051,748)
89,278,955
55,331,584
-
55,331,584
97,414,192
435,320,602
383,677,676
(344,998)
51,987,924
471,904,883
435,320,602
The Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
52
Consolidated Statement of Changes in Equity
For the Year Ended 28 February 2023
Ordinary
Issued
Capital
$
Foreign
Currency
Translation
Reserve
$
Equity
Instruments
at FVOCI
Reserve
$
Share Based
Payment
Reserve
$
Accumulated
Profits
$
Note
Total
$
Balance at 1 March 2021
410,435,400
(460,496)
(10,339)
25(a)
(26,757,724)
Profit attributable to members of
parent entity
Total other comprehensive income
for the year
14
Total comprehensive income for the year
In-specie distribution to
shareholders – capital reduction
In-specie distribution to
shareholders - dividend
Dividends paid/declared
Transfer of fair value reserve of
equity instruments designated
at FVOCI
Balance as at 28 February 2022
Profit attributable to members of
parent entity
Total other comprehensive income
for the year
Total comprehensive income for the year
Share based payments
Dividends paid/declared
23
23
14
14
27
23
-
-
-
-
-
109,946
892,033
109,946
892,033
-
-
-
-
-
-
-
(876,142)
-
-
-
383,677,676
(350,550)
5,552
-
-
-
-
-
-
(801,187)
(801,187)
-
-
-
141
141
-
-
-
-
-
-
-
-
-
-
-
-
-
-
49,351,079
459,315,644
53,977,755
53,977,755
-
1,001,979
53,977,755
54,979,734
-
(26,757,724)
(3,242,276)
(3,242,276)
(48,974,776)
(48,974,776)
876,142
-
51,987,924
435,320,602
76,470,852
76,470,852
-
(801,046)
76,470,852
75,669,806
94,296
-
94,296
-
(39,179,821)
(39,179,821)
Balance as at 28 February 2023
383,677,676
(1,151,737)
5,693
94,296
89,278,955
471,904,883
The Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
53
Consolidated Statement of Cash Flows
For the Year Ended 28 February 2023
Consolidated Group
Note
February 2023
$
February 2022
$
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Receipts from customers
Income taxes paid
Net cash (used in) / from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
Proceeds from sale of financial assets
Dividend received from investments
Interest received
Net cash from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Dividend paid
Increase in bank guarantees and credit card facilities
Net cash used in financing activities
Net increase / (decrease) in cash and cash equivalents held
Cash and cash equivalents at beginning of financial year
Less cash classified as held for distribution at the beginning of the year
Effect of exchange rates on cash holdings in foreign currencies
Cash and cash equivalents at the end of the financial year
Cash held by continuing operations
18
9
10
23
6
6
6
(7,752,835)
8,322,714
(2,459,062)
(1,889,183)
(77,709)
-
50,625,070
589,078
51,136,439
(39,179,821)
(156,814)
(39,336,635)
9,910,621
39,158,487
-
417,832
49,486,940
(6,156,229)
8,501,075
(1,460,788)
884,058
(4,244)
928,960
25,588,450
92,617
26,605,783
(48,974,776)
-
(48,974,776)
(21,484,935)
65,622,312
(5,000,001)
21,111
39,158,487
49,486,940
39,158,487
The Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
54
Notes to the Consolidated Financial Statements
For the Year Ended 28 February 2023
Note 1: Summary of significant accounting policies
Basis of Preparation
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 Tshipi 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. Basic parent entity
financial information has been disclosed at Note 22.
The financial statements were authorised and issued by the Board
of Directors on 30 May 2023.
Foreign Currency Translation
(i)
Functional and presentation currency
The Group’s consolidated financial statements are presented in
Australian Dollars ($), which is also the parent company’s functional
currency. The functional currency for the interest in Tshipi is the
South African Rand.
The results are translated into Australian Dollars for disclosure in
Jupiter’s consolidated accounts.
Non-monetary items that are measured in terms of historical cost
in a foreign currency are translated using the exchange rate as at
the initial transaction. Non-monetary items measured at fair value
in a foreign currency are translated using the exchange rates at the
date when the fair value was determined.
(ii) Translation of interest in Joint Venture
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.
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 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 2023. 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 8 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.
55
Business Combinations
(c)
Income Tax
The Group applies the acquisition method in accounting for business
combinations. The consideration transferred by the Group to obtain
control of a subsidiary is calculated as the sum of the acquisition-
date fair values of assets transferred, liabilities incurred, and the
equity interests issued by the Group, which includes the fair value
of any asset or liability arising from a contingent consideration
arrangement. Acquisition costs are expensed as incurred.
The Group recognises identifiable assets acquired and liabilities
assumed in a business combination regardless of whether
they have been previously recognised in the acquiree’s financial
statements prior to the acquisition. Assets acquired and
liabilities assumed are generally measured at their
acquisition-date fair values.
Goodwill is stated after separate recognition of identifiable
intangible assets. It is calculated as the excess of the sum of: (a)
fair value of consideration transferred, (b) the recognised amount
of any non-controlling interest in the 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, a joint venture entity, in
October 2010.
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, is reduced for any dividends received, and 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.
The income tax expense (revenue) for the year comprises current
income tax expense (income) and deferred tax expense (income).
Current income tax expense charged to profit or loss is the tax
payable on taxable income. Current tax liabilities (assets) are
measured at the amounts expected to be paid to (recovered from)
the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax
asset and deferred tax liability balances during the year as well 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 assets or
liabilities are expected to be recovered or settled.
56
(d) Property, Plant and Equipment
(e) Financial Instruments
Each class of property, plant and equipment is carried at cost
less, where applicable, any accumulated depreciation and
impairment losses.
Financial assets and financial liabilities are recognised when
the Group becomes a party to the contractual provisions of the
financial instrument.
Financial assets are derecognised when the contractual rights to
the cash flows from the financial asset expire, or when the financial
asset and substantially all the risks and rewards are transferred.
A financial liability is derecognised when it is extinguished,
discharged, cancelled or expires.
Classification and initial measurement of financial assets
Financial assets are classified according to their business model
and the characteristics of their contractual cash flows. Except
for those trade receivables that do not contain a significant
financing component and are measured at the transaction price in
accordance with AASB 15, all financial assets are initially measured
at fair value adjusted for transaction costs (where applicable).
Subsequent measurement of financial assets
For the purpose of subsequent measurement, financial assets,
other than those designated and effective as hedging instruments,
are classified into the following
two categories:
•
•
Financial assets at amortised cost
Equity instruments at fair value through other comprehensive
income (Equity FVOCI)
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.
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
any directly attributable overhead expenditure.
Subsequent costs are included in the asset’s carrying amount or
recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item
will flow to the Group and the cost of the item can be measured
reliably. All other repairs and maintenance are charged to the
Statement of Profit or Loss and Other Comprehensive Income during
the financial year in which they are incurred.
Depreciation
The depreciable amount of all fixed assets is depreciated on a
straight-line basis over their useful lives to the Consolidated Group
commencing from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable
assets are:
Class of Fixed Asset
Depreciation Rate
Leasehold improvements
Furniture & fittings
Plant & equipment:
Motor vehicles
Site equipment
20.00%
33.33%
12.50%
33.33%
The assets residual values and useful lives are reviewed, and
adjusted if appropriate, at each reporting date.
An asset’s carrying amount is written down immediately to its
recoverable amount if the asset’s carrying amount is greater than
its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds
with the carrying amount. These gains and losses are included in
the Statement of Profit or Loss and Other Comprehensive Income.
57
Equity instruments at fair value through other
comprehensive income
Investments in equity instruments that are not held for trading
are eligible for an irrevocable election at inception to be measured
at FVOCI. Under this category, subsequent movements in fair value
are recognised in other comprehensive income and are never
reclassified to profit or loss. Dividend income is taken to profit or
loss unless the dividend clearly represents return of capital.
Trade and other receivables
The Group makes use of a simplified approach in accounting for
trade and other receivables and records the loss allowance at
the amount equal to the expected lifetime credit losses. In using
this practical expedient, the Group uses its historical experience,
external indicators and forward-looking information to calculate
the expected credit losses. Trade receivables from customers are
mostly covered under irrevocable letters of credit. These letters of
credit are typically valid for between 90 – 120 days from recognition
of the receivable resulting in debtors outstanding greater than
120 days. The final revenue and associated trade receivable is
dependent on the metal and moisture content of the shipped ore
on arrival at the discharge port, which results in trade receivables
balances being outstanding for this time period. Letters of credit
provide sufficient certainty that the receivable will be settled and
as such no provision for doubtful debts is created at this point.
Financial assets at fair value through other
comprehensive income
The Group recognises 12 months expected credit losses for financial
assets at FVOCI. As most of these instruments have a high credit
rating, the likelihood of default is deemed to be small. However, at
each reporting date the Group assesses whether there has been a
significant increase in the credit risk of the instrument.
In assessing these risks, the Group relies on readily available
information such as the credit ratings issued by the major credit
rating agencies for the respective asset. The Group only holds
simple financial instruments for which specific credit ratings
are usually available. In the unlikely event that there is no or
only little information on factors influencing the ratings of the
asset available, the Group would aggregate similar instruments
into a portfolio to assess on this basis whether there has been a
significant increase in credit risk.
In addition, the Group considers other indicators such as adverse
changes in business, economic or financial conditions that
could affect the borrower’s ability to meet its debt obligation or
unexpected changes in the borrowers operating results.
Should any of these indicators imply a significant increase in the
instrument’s credit risk, the Group recognises for this instrument or
class of instruments the lifetime expected credit losses.
Classification and measurement of financial liabilities
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.
(f)
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.
(g) 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.
(h)
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.
(i)
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.
58
(j) Trade and Other Receivables
(m) Goods and Services Tax (GST)
Trade receivables from customers are mostly covered under
irrevocable letters of credit. These letters of credit are typically
valid for between 90 – 120 days from recognition of the receivable
resulting in debtors outstanding greater than 120 days. The final
revenue and associated trade receivable is dependent on the metal
and moisture content of the shipped ore on arrival at the discharge
port, which results in trade receivables balances being outstanding
for this time period. Letters of credit provide sufficient certainty
that the receivable will be settled and as such no provision for
doubtful debts is created at this point.
(k)
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(p). 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 Company 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.
(l) 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.
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.
(n)
Trade and Other Payables
Trade and other payables are carried at amortised 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 mainly relate
to the purchase of manganese ore from Tshipi. These are unsecured
and are usually paid within two to three months of recognition.
Please refer to Note 2.
(o) Comparative Figures
When required by Accounting Standards, comparative figures
have been adjusted to conform to changes in presentation for the
current financial period.
(p) Critical Accounting Estimates and Judgements
The Directors evaluate estimates and judgements incorporated
into the financial report based on historical knowledge and best
available current information. Estimates assume a reasonable
expectation of future events and are based on current trends and
economic data, obtained both externally and within the Group.
Key estimates – Impairment of non-financial assets
The Group assesses impairment at each reporting date by
evaluating conditions specific to the Group that may lead to
impairment of assets. Where an impairment trigger exists, the
recoverable amount of the asset is determined.
Key judgements – 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.
59
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) Equity (Share Capital)
Ordinary shares are classified as equity. Issued and paid up capital
is recognised at the fair value of the consideration received by
the Group. Any transaction costs arising on the issue of ordinary
shares are recognised directly in equity as a reduction of the share
proceeds received.
Basic earnings per share
Basic earnings per share is determined by dividing the operating
profit/(loss) after income tax by the weighted average number of
ordinary shares outstanding during the financial year.
(q) Non-current assets held for sale and
discontinued operations
Diluted earnings per share
The Group classifies non-current assets and disposal groups as
held for sale 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 sale
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 sale 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.
Property, plant and equipment and intangible assets
are not depreciated or amortised once classified as held for sale.
Assets and liabilities classified as held for sale 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.
Diluted earnings per share adjusts the amounts used in the
determination of basic earnings per share by taking into account
unpaid amounts on ordinary shares and any reduction in earnings
per share that will probably arise from the exercise of options
outstanding during the financial year.
(s) Leases
The Group considers whether a contract is, or contains a lease. A
lease is defined as ‘a contract, or part of a contract, that conveys
the right to use an asset (the underlying asset) for a period of time
in exchange for consideration’. To apply this definition the Group
assesses whether the contract meets three key evaluations which
are whether:
•
•
•
The contract contains an identified asset, which is either
explicitly identified in the contract or implicitly specified by
being identified at the time the asset is made available to the
Group
The Group has the right to obtain substantially all of the
economic benefits from use of the identified asset throughout
the period of use, considering its rights within the defined
scope of the contract
The Group has the right to direct the use of the identified asset
throughout the period of use. The Group assess whether it has
the right to direct ‘how and for what purpose’ the asset is used
throughout the period of use.
Measurement and recognition of leases
At lease commencement date, the Group recognises a
right-of-use asset and a lease liability on the balance sheet.
The right-of-use asset is measured at cost, which is made up of
the initial measurement of the lease liability, and any direct costs
incurred by the Group, an estimate of any costs to dismantle and
remove the asset at the end of the lease, and any lease payments
made in advance of the lease commencement date (net of any
incentives received).
Additional disclosures are provided in Note 25. All other notes to the
financial statements include amounts for continuing operations,
unless indicated otherwise.
The Group depreciates the right-of-use assets on a straight-line basis
from the lease commencement date to the earlier of the end of the
useful life of the right-of-use asset or the end of the lease term.
The Group also assesses the right-of-use asset for impairment
when such indicators exist. At the commencement date, the Group
measures the lease liability at the present value of the lease
payments unpaid at the date, discounted using the interest rate
implicit in the lease if that rate is readily available or the Group’s
incremental borrowing rate.
60
Lease payments included in the measurement of the lease liability
are made up of fixed payments (including in substance fixed),
variable payments based on an index or rate, amounts expected to
be payable under a residual value guarantee and payments arising
from options reasonably certain to be exercised.
Subsequent to initial measurement, the liability will be reduced
for payments made and increased for interest. It is remeasured to
reflect any reassessment or modification, or if there are changes in
in-substance fixed payments.
(t) Share-based Payments
Equity-settled share-based compensation benefits are provided
to employees.
Equity-settled transactions are awards of shares, or options
over shares that are provided to employees in exchange for the
rendering of services.
The cost of equity-settled transactions are measured at fair value
on grant date. Fair value is independently determined using the
Monte Carlo option pricing model that takes into account the
exercise price, the term of the option, the impact of dilution, the
share price at grant date and expected price volatility of the
underlying share, the expected dividend yield and the risk free
interest rate for the term of the option, together with non-vesting
conditions that do not determine whether the entity receives the
services that entitle the employees to receive payment. No account
is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an
expense with a corresponding increase in equity over the vesting
period. The cumulative charge to profit or loss is calculated based
on the grant date fair value of the award, the best estimate of the
number of awards that are likely to vest and the expired portion of
the vesting amount. The amount recognised in profit or loss for the
period is the cumulative amount calculated at each reporting date
less amounts already recognised in previous periods.
If equity-settled awards are modified, as a minimum an expense is
recognised as if the modification has not been made. An additional
expense is recognised, over the remaining vesting period, for any
modification that increases the total fair value of the share-based
compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the entity
or employee, the failure to satisfy the condition is treated as a
cancellation. If the condition is not within the control of the entity
or employee and is not satisfied during the vesting period, any
remaining expense for the award is recognised over the remaining
vesting period, unless the reward is forfeited.
If equity-settled awards are cancelled, it is treated as if it has
vested on the date of cancellation, and any remaining expense is
recognised immediately. If a new replacement award is substituted
for the cancelled award, the cancelled and new award is treated as
if they were a modification.
New and amended Accounting Standards and Interpretations
for current year
This financial report complies with Australian Accounting Standards
and International Financial Reporting Standards issued by the
International Accounting Standards Board. The accounting policies
adopted are consistent with those of the previous financial year
except that the Group has adopted the following new or amended
standards which became applicable on 1 January 2022:
•
AASB 2021-3 Amendments to Australian Accounting Standards
– COVID-19 Related Rent Concessions beyond 30 June 2021
(effective for annual reporting periods beginning on or after
1 April 2021)
This amends AASB 16 Leases to extend the availability of the
practical expedient for lessees to not account for COVID-19
related rent concessions as lease modifications by one year. This
amendment did not have a significant impact on the financial
statements on application.
•
AASB 2020-3 Amendments to Australian Accounting Standards
– Annual Improvements 2018–2020 and Other Amendments
(effective from 1 January 2022)
This amends (to the extent relevant to the Group):
(i)
AASB 9 Financial Instruments to clarify the fees an entity
includes when assessing whether the terms of a new or
modified financial liability are substantially different from the
terms of the original financial liability;
(ii) AASB 3 Business Combinations to update a reference to
the Conceptual Framework for Financial Reporting without
changing the accounting requirements for business
combinations; and
(iii) AASB 137 Provisions, Contingent Liabilities and Contingent
Assets to specify the costs that an entity includes when
assessing whether a contract will be loss-making.
These amendments did not have a significant impact on the
financial statements on application.
New Accounting Standards not yet effective
A number of new standards, amendments to standards and
interpretations issued by the AASB which are not yet mandatorily
applicable to the Group have not been applied in preparing these
financial statements. The Group has not elected to adopt any new
Accounting Standards or Interpretations prior to their applicable
date of implementation. There are no standards that are not yet
effective and that would be expected to have a material impact
on the Group in the current or future reporting periods, and on
foreseeable future transactions.
61
Note 2: Revenue and other income
Consolidated Group
Marketing Fee Income
February 2023
$
February 2022
$
Marketing fee revenue
9,496,639
7,302,852
Gross profit
9,496,639
7,302,852
Other income
Other income
897,078
897,078
819,670
819,670
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.
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 is 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.
62
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 two and four 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
at 30% (FY2022: 30%) and the reported tax expense in the profit or loss are as follows:
Tax expense comprises:
(a) Current tax
Add (subtract):
Consolidated Group
February 2023
$
February 2022
$
2,783,273
1,617,968
Current tax in respect of prior years
143,856
(526,120)
Deferred income tax relating to origination and reversal of temporary differences:
-
-
-
Origination and reversal of timing differences
Recognition of deferred tax asset losses
Under provision in respect of prior years
Income Tax expense
(b) Accounting profit before tax
Domestic tax rate for Jupiter at 30% (FY 2022: 30%)
Tax rate differential
Other expenditure not allowed or allowable for income tax purposes
Non-assessable gain on deconsolidation
Under provision in respect of prior years
Share of profit in equity accounted investments
Income tax expense
10,615,800
(276,474)
1,013
13,267,468
89,738,320
26,921,496
(198,933)
1,587,560
-
144,869
(15,187,524)
13,267,468
1,461,418
(15,382)
961,522
3,499,406
57,477,161
17,243,148
(141,375)
(2,573,944)
(3,787,288)
435,403
(7,676,538)
3,499,406
Deferred taxes arising from temporary differences and unused tax losses can be summarised as follows:
Deferred Tax Assets/(Liabilities)
Liabilities
Right of use asset
Investments using the equity method
Balance as at 28 February 2023
Assets
Property, plant and equipment
Pension and other employee obligations
Provisions
Trade and other receivables
Other
Right of use liability
Tax losses
Balance as at 28 February 2023
Net Deferred Tax Liabilities
Opening balance
1 March 2022
Recognised in Profit and
Loss During the Year
Closing Balance
28 February 2023
-
(55,331,584)
(55,331,584)
3,935
27,147
-
12,602
21,780
-
15,382
80,846
(55,250,738)
(147,243)
(10,602,438)
(10,749,681)
(1,135)
(2,752)
40,334
(12,602)
(2,060)
126,465
261,090
409,340
(10,340,341)
(147,243)
(65,934,022)
(66,081,265)
2,800
24,395
40,334
-
19,720
126,465
276,472
490,186
(65,591,079)
63
Note 4: Other expenses
Insurance expense
Consultancy fees
Professional fees
Directors’ fees
Regulatory fees
Other costs
Note 5: Earnings per share
Consolidated Group
February 2023
$
February 2022
$
962,048
530,369
213,372
366,751
183,286
995,687
974,482
107,609
279,708
344,632
239,070
421,970
3,251,513
2,367,471
Both the basic and diluted earnings per share have been calculated using the profit attributable to shareholders of the Parent Company.
Reconciliation of earnings to net profit for the year:
Net profit
Weighted average number of ordinary shares outstanding during the year used in
calculating basic EPS
Effects of dilution from:
Share options
Weighted average number of ordinary shares adjusted for the effect of dilution
Profit per share from continued operations
Profit per share from discontinued operations
Note 6: Cash and cash equivalents
Cash at bank and on hand
Short-term bank deposits
Consolidated Group
February 2023
$
76,470,852
No.
February 2022
$
53,977,755
No.
1,958,991,033
1,958,991,033
1,156,164
1,960,147,197
$0.0390
-
Consolidated Group
February 2023
$
40,840,483
8,646,457
49,486,940
-
1,958,991,033
$0.0211
$0.0064
February 2022
$
30,695,467
8,463,020
39,158,487
Amounts disclosed above relate to cash and cash equivalents for continuing operations.
The effective interest rate on short-term bank deposits was 2.14% (FY2022: 0.35%) for a term of 30 days.
64
Note 7: Trade and other receivables
Trade receivables
GST and VAT receivables
Income tax refundable
Sundry receivables
Consolidated Group
February 2023
$
42,856,189
252,264
-
682,559
43,791,012
February 2022
$
44,382,101
190,707
445,150
631,491
45,649,449
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 21.
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: Interests in subsidiaries
Controlled entities consolidated
Parent Entity:
•
Jupiter Mines Limited
Subsidiaries of Jupiter Mines Limited:
•
•
Jupiter Kalahari Pty Limited
Jupiter Mines Limited (Incorporated in Australia) External Profit
Company (SA Branch)
Country of
Incorporation
Australia
Australia
South Africa
Percentage Owned (%)
February 2023
February 2022
100
100
100
100
Note 9: Property, plant and equipment
Details of the Group’s property, plant and equipment and their carrying amounts are as follows:
Leasehold
Improvements
$
Plant and
Equipment
$
Furniture and
Fittings
$
Gross carrying amount
Balance as at 1 March 2022
Additions
Disposals
Balance as at 28 February 2023
Depreciation and impairment
Balance as at 1 March 2022
Depreciation
Disposals
Balance as at 28 February 2023
Carrying amount as at 28 February 2023
110,923
47,844
(110,923)
47,844
(110,923)
(2,744)
110,923
(2,744)
45,100
179,077
16,705
(177,360)
18,422
(177,762)
(2,647)
177,360
(3,049)
15,373
Total
$
486,637
77,709
(484,024)
80,322
196,637
13,160
(195,741)
14,056
(195,830)
(484,515)
(1,479)
195,741
(1,568)
12,488
(6,870)
484,024
(7,361)
72,961
65
Gross carrying amount
Balance as at 1 March 2021
Additions
Disposals
Balance as at 28 February 2022
Depreciation and impairment
Balance as at 1 March 2021
Depreciation
Disposals
Balance as at 28 February 2022
Carrying amount as at 28 February 2022
Leasehold
Improvements
$
110,923
-
-
110,923
Plant and
Equipment
$
3,693,053
3,347
(3,517,323)
179,077
Furniture and
Fittings
$
195,740
897
-
196,637
Total
$
3,999,716
4,244
(3,517,323)
486,637
(110,923)
(3,689,194)
(195,740)
(3,995,857)
-
-
(110,923)
-
(3,063)
3,514,495
(177,762)
1,315
(90)
-
(195,830)
807
(3,153)
3,514,495
(484,515)
2,122
Note 10: Investments accounted for using the equity method
Set out below is the Joint Venture held by the Group as at 28 February 2023, in which the opinion of the Directors, are material to the Group. The
entity listed below has share capital consisting solely of ordinary shares, which are held directly by the Group. The country of incorporation
or registration is also their principal place of business, and the proportion of the Group’s ownership interest is the same as the proportion of
voting rights held. Interest in this entity is held through a fully controlled entity, Jupiter Kalahari Pty Ltd.
Name of Entity
Tshipi é Ntle Manganese Mining
Proprietary Limited
Country of
Incorporation
February 2023
February 2022
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
Total investments using the equity method
Current assets (a)
Non-current assets
Total assets
Current liabilities (b)
Non-current liabilities
Total liabilities
Net assets
a) Includes cash and cash equivalents
b) Includes financial liabilities (excluding trade and other payables)
66
February 2023
$
February 2022
$
447,779,813
85,966,530
(50,625,070)
483,121,273
224,370,679
288,410,942
512,781,621
72,734,784
82,051,866
154,786,650
357,994,971
68,834,921
12,114,684
430,593,793
42,774,470
(25,588,450)
447,779,813
199,686,438
272,493,961
472,180,399
56,316,197
78,347,316
134,663,513
337,516,886
71,378,479
12,650,726
Summarised Financial Information
Revenue
Profit for the year
Depreciation and amortisation
Tax expense
February 2023
$
February 2022
$
796,252,413
172,277,768
51,135,627
62,217,362
672,065,953
85,720,409
77,189,317
35,562,610
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. The Board does not believe any indicators exist.
Note 11: Trade and other payables
Trade payables
Income tax payable
Sundry payables and accrued expenses
Consolidated Group
February 2023
$
38,285,545
22,916
747,488
39,055,949
February 2022
$
41,833,377
-
121,931
41,955,308
Due to the short term nature of these payables, their carrying value approximates 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 12: Employee remuneration
Expenses recognised for employee benefits are analysed below:
Salary and wages
Superannuation costs
Payroll and other taxes
Share based payments
Employee benefits expense
Consolidated Group
February 2023
$
February 2022
$
1,279,990
73,643
14,365
94,296
1,462,294
3,618,517
46,053
15,033
-
3,679,603
67
Note 13: Issued capital
The share capital of Jupiter 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.
Shares issued and fully paid:
Beginning of the year
Total contributed equity
Note 14: Reserves
2023
No. Shares
2022
No. Shares
February 2023
$
February 2022
$
1,958,991,033
1,958,991,033
383,677,676
383,677,676
1,958,991,033
1,958,991,033
383,677,676
383,677,676
Foreign Currency
Translation
Reserve
$
Equity
Instruments at
FVOCI Reserve
$
Share Based
Payment Reserve
$
Balance at 1 March 2021
(460,496)
(10,339)
Exchange difference on translation of foreign
operations
Fair value loss on equity instruments designated
at FVOCI
Proceeds on disposal of equity instruments
Transfer of fair value reserve of equity instruments
designated FVOCI
Balance as at 28 February 2022
Exchange difference on translation of
foreign operations
Fair value gain on equity instruments
designated at FVOCI
Share based payments
109,946
-
-
-
-
(350,550)
(801,187)
-
-
(36,927)
928,960
(876,142)
5,552
-
141
-
Balance as at 28 February 2023
(1,151,737)
5,693
-
-
-
-
-
-
-
-
94,296
94,296
Total
$
(470,835)
109,946
(36,927)
928,960
(876,142)
(344,998)
(801,187)
141
94,296
(1,051,748)
Note 15: Capital and leasing commitments
The Group leases an office 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 2023
$
February 2022
$
-
-
-
52,450
-
52,450
During FY2023, the office premises have been capitalised under AASB 16. Refer to Note 26.
The lease commitment in FY2022 relates to the periodic lease of office premises. Amounts include rent and outgoings with a 3.5% annual rent
review increase. It does not take into account reduced guarantees or returned deposits or incentives.
68
Note 16: 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 $214,697 (FY2022: $57,884). Total utilised at reporting date
was $214,697 (FY2022: $57,884).
Contingent assets
No contingent assets exist as at 28 February 2023 or 28 February 2022.
Note 17: 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’s segments are structured primarily based on its exploration and production interests. These are considered to be Tshipi
(Manganese) which is located in South Africa, and Jupiter’s South African branch which carries the sale of Jupiter’s share of manganese ore.
Information is not readily available for allocating the remaining items of revenue, expenses, assets and liabilities, or these items are not
considered part of the core operations of any segment. Any transactions between reportable segments have been offset for these purposes.
Segment information for the reporting period is as follows:
28 February 2023
Marketing fee revenue
Employee benefits expense
Other expenses
Segment operating profit
Jupiter
– Manganese
(South Africa)
$
Tshipi – Manganese
(South Africa)
$
9,496,639
(236,998)
(255,669)
9,003,972
-
-
-
-
Total
$
9,496,639
(236,998)
(255,669)
9,003,972
Share of profit from joint venture entities using the
equity method
-
85,966,530
85,966,530
Finance costs
Foreign exchange gain
Total
Corporate
(5,095)
789,064
9,787,941
-
-
85,966,530
Net profit before tax from continuing operations
Segment assets from continued operations
47,393,256
483,121,273
Corporate assets
Total assets
Segment liabilities
Corporate liabilities
Total liabilities
(38,321,650)
-
(5,095)
789,064
95,754,471
(6,016,151)
89,738,320
530,514,529
47,159,685
577,674,214
(38,321,650)
(67,447,681)
(105,769,331)
69
Central Yilgarn
Iron Project – Iron
Ore (Australia)
$
Jupiter
– Manganese
(South Africa)
$
Tshipi
– Manganese
(South Africa)
$
7,302,852
(213,706)
(100,566)
-
6,988,580
-
-
-
-
-
-
-
-
12,624,292
12,624,292
-
-
-
-
42,774,470
42,774,470
(1,334)
51,472
-
-
12,624,292
7,038,718
42,774,470
Total
$
7,302,852
(213,706)
(100,566)
12,624,292
19,612,872
(1,334)
51,472
62,437,480
(17,584,611)
44,852,869
-
-
47,146,637
447,779,813
494,926,450
(41,755,854)
-
37,808,344
532,734,794
(41,755,854)
(55,658,338)
(97,414,192)
Consolidated Group
February 2023
$
76,470,852
February 2022
$
53,977,755
39,591
-
(607,595)
(1,219,862)
(85,966,530)
94,296
1,858,437
(2,899,359)
646
10,749,681
(409,340)
(1,889,183)
3,199
(12,624,292)
(92,638)
143,834
(42,774,470)
-
522,225
(503,927)
(175,186)
1,356,867
1,050,691
884,058
28 February 2022
Marketing fee revenue
Employee benefits expense
Other expenses
Gain from discontinued operations
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 from continued operations
Corporate assets
Total assets
Segment liabilities
Corporate liabilities
Total liabilities
Note 18: Reconciliation of cash flows from operating activities
Profit after income tax
Adjustments for:
Depreciation and amortisation
Discontinued operations
Interest income
Foreign exchange differences
Share of profit from joint venture entities using equity method
Share based payments
Net changes in working capital:
Decrease in trade and other receivables
Decrease in trade payables and other creditors
Increase/(decrease) in provisions
Increase in deferred tax liability
(Decrease)/increase in deferred tax asset
Net cash (used in) / from operating activities
70
Note 19: Events after the reporting date
These financial statements were authorised for issue on 30 May 2023 by Managing Director Brad Rogers.
Subsequent to year end the Board declared a final dividend for the year ended 28 February 2023 of $0.012 per ordinary share, which was paid on
19 May 2023.
Note 20: 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.
Consolidated Group
February 2023
$
February 2022
$
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 Matakana Investments, a company in which Mr P North
has a beneficial interest
Director fees to AMCI Investments Pty Ltd, a company in which Mr P Murphy
has a beneficial interest
Director fees paid to POSCO Australia, a company in which Mr Y Heo has a
beneficial interest
Director fees paid to POSCO Australia, a company in which Mr B Kim has a
beneficial interest
Director fees paid to AMCI Finance GmbH, a company in which Mr H Mende has
a beneficial interest
Director fees paid to Mr I Murray
Director fees paid to Mr S Winter
Salaries including bonuses
Superannuation and equivalents
Other short term benefits
Total short term employee benefits
Long service leave
Termination payments
Share based payments
Total remuneration
-
-
-
76,000
57,500
-
57,500
-
118,057
245,317
705,281
53,656
-
1,313,311
3,928
-
94,296
1,411,535
25,000
27,500
84,552
58,385
14,375
55,264
2,236
41,458
1,644
34,218
718,886
38,125
14,770
1,116,413
3,942
1,884,002
-
3,004,357
71
Expenditure reimbursement to key management personnel
Private office and expenses reimbursed to Mr B Gilbertson
Expenses reimbursed to Mr P Thapliyal
Expenses reimbursed to Mr P Murray
Expenses reimbursed to Mr S Winter
Expenses reimbursed to Mr B Rogers
Expenses reimbursed to AMCI Investments Pty Ltd, a company in which Mr P
Murphy has a beneficial interest
Expenses reimbursed to Ikan Consulting Pty Ltd, a company in which Mr I Murray
has a beneficial interest
Total expenditure reimbursed
Transactions with joint ventures:
Consolidated Group
February 2023
$
February 2022
$
-
-
-
2,500
11,178
12,725
25,295
51,698
59,370
6,763
316
1,702
-
-
-
68,151
Trade amounts receivable from Tshipi é Ntle Manganese Mining Proprietary
Limited (Marketing, management fee and other fees)
Trade amounts payable to Tshipi é Ntle Manganese Mining Proprietary
Limited (Purchases and other charges)
4,676,158
2,608,734
34,448,292
40,150,848
72
Note 21: 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 2023
$
February 2022
$
49,486,940
43,791,012
6,334
214,697
39,158,487
45,649,449
6,193
57,884
93,498,983
84,872,013
39,055,949
39,055,949
41,955,308
41,955,308
Financial Risk Management Policies
Credit Risk Exposures
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.
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.
73
(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:
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.
• 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.
Within 1 Year
1 to 5 Years
Over 5 Years
Total
2023
$
2022
$
2023
$
2022
$
2023
$
2022
$
2023
$
2022
$
Consolidated Group
Financial liabilities
Trade and other payables
39,055,949
41,955,308
Total expected outflows
39,055,949
41,955,308
Financial assets
Cash and cash equivalents
49,486,940
39,158,487
Trade and other receivables
43,791,012
45,649,449
-
-
-
-
Equity instruments at FVOCI
-
-
6,334
Other current assets
214,697
57,884
-
Total expected inflows
93,492,649
84,865,820
6,334
Net inflow on financial
instruments
54,436,700
42,910,512
6,334
-
-
-
-
6,193
-
6,193
6,193
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
39,055,949
41,955,308
39,055,949
41,955,308
49,486,940
39,158,487
43,791,012
45,649,449
6,334
214,697
6,193
57,884
93,498,983
84,872,013
54,443,034
42,916,705
74
(c)
Market Risk
(i) Interest rate 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).
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
with exposure to interest rate risk are detailed below (no financial
liabilities recognised at the end of the period):
Financial Assets
Cash and cash equivalents
Other current assets
Consolidated Group
February 2023
$
February 2022
$
49,486,940
214,697
49,701,637
39,158,487
57,884
39,216,371
(ii) Foreign exchange risk
(iii) Other price risk
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:
28 February 2023
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.
AUD
ZAR
USD
Total $
(iv) Summarised sensitivity analysis
Financial
Assets
15,995,782
32,070,087
1,421,071
49,486,940
The following table summarises the sensitivity of the 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.
75
Interest Rate Risk
Foreign Exchange Risk
-50 bps
+50 bps
-10%
+10%
28 February
2023
Carrying
Amount $
Profit $
Other
Equity $
Profit
$
Other
Equity
$
Other
Equity
$
Profit
$
Other
Equity
$
Interest Rate Risk
Foreign Exchange Risk
-50 bps
+50 bps
-10%
+10%
28 February
2022
Carrying
Amount $
Profit $
Other
Equity $
Profit
$
Other
Equity
$
Profit
$
-
(4,379,101)
-
-
-
-
-
-
-
4,379,101
-
-
3,905,595
-
(3,905,595)
(473,506)
473,506
Profit
$
-
(4,564,945)
-
-
4,195,531
(369,614)
Other
Equity
$
-
-
-
-
-
-
Profit
$
-
4,564,945
-
-
(4,195,531)
369,614
-
-
-
-
-
-
247,435
-
-
-
-
247,435
-
-
-
-
-
-
-
-
-
-
-
-
195,792
-
-
-
-
195,792
-
-
-
-
-
-
-
-
-
-
-
-
Other
Equity
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
49,486,940
(247,435)
Financial Assets
Cash and cash
equivalents
Trade and other
receivables
Equity
instruments
at FVOCI
Other current
assets
43,791,012
6,334
214,697
Financial Liabilities
Trade and other
payables
39,055,949
Total (decrease)/increase
(247,435)
39,158,487
(195,792)
Financial Assets
Cash and cash
equivalents
Trade and other
receivables
Equity
instruments
at FVOCI
Other current
assets
45,649,449
6,193
57,884
Financial Liabilities
Trade and other
payables
41,955,308
Total (decrease)/increase
(195,792)
76
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77
(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.
February 2023
February 2022
Carrying
Amount
$
Net Fair Value
$
Carrying
Amount
$
Net Fair Value
$
49,486,940
49,486,940
43,791,012
43,791,012
6,334
214,697
6,334
214,697
39,158,487
45,649,449
6,193
57,884
39,158,487
45,649,449
6,193
57,884
93,498,983
93,498,983
84,872,013
84,872,013
39,055,949
39,055,949
41,955,308
41,955,308
Financial Assets
Cash at bank
Trade and other receivables
Equity instruments at FVOCI
Other current assets
Financial Liabilities
Trade and other payables
(e) Categories
The carrying amounts of financial assets and financial liabilities in each category are as follows:
February 2023
Amortised Cost
$
49,486,940
43,791,012
-
214,697
93,492,649
39,055,949
39,055,949
FVOCI
$
-
-
6,334
-
6,334
-
-
Financial Assets
Cash and cash equivalents
Trade and other receivables
Equity instruments at FVOCI
Other current assets
Financial Liabilities
Trade and other payables
78
Financial Assets
Cash and cash equivalents
Trade and other receivables
Equity instruments at FVOCI
Other current assets
Financial Liabilities
Trade and other payables
Note 22: 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
TOTAL COMPREHENSIVE INCOME
The parent company commitments are reflected in Note 15.
February 2022
Amortised Cost
$
39,158,487
45,649,449
-
57,884
84,865,820
41,955,308
41,955,308
FVOCI
$
-
-
6,193
-
6,193
-
-
Consolidated Group
February 2023
$
February 2022
$
80,816,015
450,378,843
531,194,858
36,328,384
22,961,591
59,289,975
76,241,926
415,660,238
491,902,164
39,654,187
16,927,375
56,581,562
471,904,883
435,320,602
383,677,677
1,571,793
86,655,413
383,677,676
1,477,356
50,165,570
471,904,883
435,320,602
42,472,797
141
42,472,938
47,613,777
892,033
48,505,810
79
Note 23: Dividends
Dividends declared during the year:
In-specie distribution of shares in Juno Minerals Limited, dividend component
($0.0017 per share; declared 25 March 2021, distributed 7 May 2021)
Unfranked final dividend ($0.02 per share, wholly conduit foreign income; declared
22 April 2021, paid 21 May 2021)
Unfranked interim dividend ($0.005 per share, wholly conduit foreign income;
declared 19 October 2021, paid 9 November 2021) 1
Unfranked final dividend ($0.01 per share, wholly conduit foreign income; declared
29 April 2022, paid 20 May 2022) 1
Unfranked interim dividend ($0.01 per share, wholly conduit foreign income;
declared 27 October 2022, paid 17 November 2022) 1
Consolidated Group
February 2023
$
February 2022
$
-
-
-
19,589,911
19,589,910
39,179,821
3,242,276
39,179,821
9,794,955
-
-
52,217,052
Subsequent to year end, Jupiter declared a final unfranked dividend for FY2023 of $0.012 per share, of wholly conduit foreign income, totalling
$23,507,892. The dividend was paid on 19 May 2023.
1The amount of cash dividends declared and paid in the current period totalled $39,179,821 (prior period $48,974,776).
Note 24: 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
Auditors of subsidiary or related entities
Remuneration for audit and review of financial statements
Other non-audit services
•
Taxation and other services
Total other service remuneration
Total auditors’ remuneration
Consolidated Group
February 2023
$
February 2022
$
139,407
13,493
152,900
45,002
45,002
197,902
109,120
14,081
123,201
38,418
38,418
161,619
80
Note 25: Disposal group classified as held for distribution to owners and discontinued operations
(a) Demerger – Juno Minerals Limited
During the prior financial year, Jupiter completed the demerger of its Central Yilgarn Iron Ore assets through Juno Minerals Limited (Juno).
Consequently, assets and liabilities allocable to the assets were classified as a disposal group in the prior year and have been disposed in the
prior year. Prior year 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.
The Group recognised a net accounting profit on demerger as follows:
Fair value of Juno on demerger (i)
Carrying value of net assets of Juno
Pre-tax profit on demerger
February 2022
$
30,000,000
(17,375,708)
12,624,292
(i)
The fair value of the assets included in the demerger was based on management’s assessment of the fair value of the Central Yilgarn Iron Project and peer group analysis, and
the seed capital funding provided to Juno. The demerger distribution is accounted for as a reduction in equity split between share capital $26,757,724 and demerger dividend of
$3,242,276. The difference between the fair value of the distribution and the capital reduction amount is the demerger dividend.
(b) Discontinued operations – Juno
Gain on demerger
Profit for the year from discontinued operations
Note 26: Leases
February 2023
$
-
-
February 2022
$
12,624,292
12,624,292
The Company has a five year lease agreement for office premises at 220 St Georges Terrace, Perth, WA.
February 2023
$
February 2022
$
Lease Liabilities
Current
Non-current
Total Lease Liabilities
82,621
421,550
504,171
The future minimum lease payments arising under the Company’s lease contracts at the end of the reporting period are as follows:
28 February 2023
Lease payments
Finance charges
Net present value
Within 1 Year
$
120,433
(37,812)
82,621
Recognised in
1-5 Years
$
489,934
(68,384)
421,550
-
-
-
Total
$
610,367
(106,196)
504,171
81
Right of use asset
Right of use assets - at cost
Less accumulated depreciation
Carrying amount of right of use assets
Note 27: Share-based payments
February 2023
$
February 2022
$
523,532
(32,721)
490,811
-
-
-
During the year ended 28 February 2023 the following options and shares were issued to the Chief Executive Officer:
-
-
1,000,000 share options; and
rights to 1,000,000 fully paid ordinary shares.
Share options
Set out below is a summary of unlisted options outstanding at 28 February 2023.
On 1 August 2022, the Chief Executive Officer received 1,000,000 Share Options (exercisable into 1,000,000 fully paid ordinary shares), with a zero
exercise price, vesting as follows:
1. 500,000 Share Options vest and are capable of exercise only when the Company’s share price achieves a 30 day VWAP of greater than
$0.40; and
2. 500,000 Share Options vest and are capable of exercise only when the Company’s share price achieves a 30 day VWAP of greater than $0.50.
Vested
Unvested
Issue Date
Expiry date
Exercise price
(Cents)
Fair value
per unit
(Cents)
Total fair value
$
Unlisted options
-
1,000,000
01/08/22
25/07/25
-
0.046
46,200
The following share options were issued during the year ended 28 February 2023, alongside the key inputs utilised in the pricing model. The
Group has determined the fair value of its options awarded using the Monte Carlo pricing model.
Granted
during the
year
Grant date
Expiry date
Fair value
of option at
Grant date
($)
Exercise
price
(Cents)
Risk free
rate
Expected
volatility
1,000,000
01/08/22
25/07/25
0.046
-
2.68%
51.88%
Total:
Value of
options
granted
during the
year
($)
46,200
46,200
Amount
of expense
recognised
during
the year
($)
8,983
8,983
Rights to Ordinary Shares
On 1 August 2022, the Chief Executive Officer received the right to be issued 1,000,000 fully paid ordinary shares in the Company as a
signing incentive:
Awarded during
the year
500,000
500,000
Award
date
01/08/22
01/08/22
Vesting date
Expiry date
Fair value of
performance
right at award
date ($)
No. vested
during year
No. lapsed
during year
31/07/23
31/07/24
N/A
N/A
0.195
0.195
-
-
-
-
Total
Amount of
expense
recognised
during the
year ($)
56,875
28,438
85,313
82
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 2023 and of the performance for the year ended on that date of the
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 2023.
Signed on behalf of the Board of Directors
Brad Rogers
Managing Director and Chief Executive Officer
30 May 2023
Perth, Australia
83
INDEPENDENT AUDITOR’S REPORT
Grant Thornton Australia
Limited
Level 43 Central Park
152-158 St Georges Terrace
Perth WA 6000
PO Box 7757
Cloisters Square
Perth WA 6850
T +61 8 9480 2000
(cid:36)(cid:88)(cid:71)(cid:76)(cid:87)(cid:82)(cid:85)(cid:182)(cid:86)(cid:3)(cid:44)(cid:81)(cid:71)(cid:72)(cid:83)(cid:72)(cid:81)(cid:71)(cid:72)(cid:81)(cid:70)(cid:72)(cid:3)(cid:39)(cid:72)(cid:70)(cid:79)(cid:68)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)
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 2023, I declare that, to the best of my knowledge and
belief, there have been:
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to
the audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
B P Steedman
Partner – Audit & Assurance
Perth, 30 May 2023
www.grantthornton.com.au
ABN-41 127 556 389 ACN-127 556 389
Grant Thornton Australia Ltd ABN 41 127 556 389 ACN 127 556 389. ‘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
Limited 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 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability
limited by a scheme approved under Professional Standards Legislation.
w
84
INDEPENDENT AUDITOR’S REPORT
Grant Thornton Australia
Limited
Level 43 Central Park
152-158 St Georges Terrace
Perth WA 6000
PO Box 7757
Cloisters Square
Perth WA 6850
T +61 8 9480 2000
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 2023, 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 Directorsʼ
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 Groupʼs financial position as at 28 February 2023 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 Auditorʼs 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 Boardʼs 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.
www.grantthornton.com.au
ABN-41 127 556 389 ACN-127 556 389
Grant Thornton Australia Ltd ABN 41 127 556 389 ACN 127 556 389. ‘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
Limited 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 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability
limited by a scheme approved under Professional Standards Legislation.
w
85
INDEPENDENT AUDITOR’S REPORT
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Impairment on Investments accounted for using the
equity method Note 1(e) and Note 10
The Group recorded an equity method investment
totalling $483,121,273 (2022: $447,779,813) as at 28
February 2023 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.
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;
• Obtaining and corroborating managementʼs
assessment of impairment indicators;
• Independently assessing whether any impairment
indicators exist;
Management assesses impairment indicators on an
annual basis in accordance with AASB 136 Impairment
of Assets.
• Reviewing internal reporting prepared by
management to assess the performance of Tshipi é
Ntle Manganese Mining Proprietary Limited;
This area is a key audit matter due to the significant
balance carried by the Group that management have
assessed using estimates and judgements.
• Reviewing the work of the component auditors of
Tshipi é Ntle Manganese Mining Proprietary Limited;
• Evaluating the key inputs and assumptions included
in managementʼs internal reporting; and
• Assessing the adequacy and appropriateness of the
related financial statement disclosures.
Information other than the financial report and auditorʼs report thereon
The Directors are responsible for the other information. The other information comprises the information included
in the Groupʼs annual report for the year ended 28 February 2023 but does not include the financial report and
our auditorʼs report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the Directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the Directors are responsible for assessing the Groupʼs 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.
86
Grant Thornton Australia Limited 2
INDEPENDENT AUDITOR’S REPORT
Auditorʼs 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 auditorʼs report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1_2020.pdf.This
description forms part of our auditorʼs report.
Report on the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 27 to 35 of the Directorsʼ report for the year
ended 28 February 2023.
In our opinion, the Remuneration Report of Jupiter Mines Limited, for the year ended 28 February 2023
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, 30 May 2023
87
Grant Thornton Australia Limited 3
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 10 May 2023.
Substantial shareholders
The number of substantial shareholders and their associates are set out below:
Name
Ntsimbintle Holdings (Pty) Ltd
Safika Resources (Pty) Ltd
Hans J. Mende
Fritz R. Kundrun
AMCI Group, LLC
POSCO Australia GP Pty Ltd (and its associate POSCO Australia Pty Ltd)
Number of fully paid
ordinary shares
% holding
389,917,225
389,917,225
252,458,801
240,251,826
145,845,372
134,992,472
19.90
19.90
12.89
12.26
7.44
6.89
The above holdings are as per the Substantial Holder notices lodged with ASX and reflect the percentage of voting rights of each Substantial Holder and not necessarily their actual
holding in the Company.
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
100,001 and over
Number of shareholders
Number of shares
% of capital
197
976
732
2,250
596
43,968
3,080,954
6,081,931
87,060,779
1,862,723,401
0.00
0.16
0.31
4.44
95.09
Shareholders with less than a marketable parcel
As at 10 May 2023 there were 527 shareholders on the register holding less than a marketable parcel ($500) based on the closing market
price of $0.21.
88
Twenty largest shareholders
Shareholder
Ntsimbintle Holdings (Pty) Ltd
HSBC Custody Nominees (Australia) Limited
AMCI Group LLC
POSCO Australia GP Pty Ltd
Citicorp Nominees Pty Limited
HJM Jupiter L.P.
FRK Jupiter L.P.
BNP Paribas Noms Pty Ltd
JP Morgan Nominees Australia Pty Limited
Jwalpa Limited
BNP Paribas Nominees Pty Ltd
Mr Kenneth Joseph Hall
Cockcroft Holdings Limited
Netwealth Investments Limited
Palm Beach Nominees Pty Limited
National Nominees Limited
NGE Capital Limited
E-Tech Capital Pty Ltd
Treasury Services Group Pty Ltd
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Hanco Invest Pty Ltd
Unissued equity securities
There are no unissued equity securities.
Securities exchange
The Company is listed on the Australian Securities Exchange.
Number of shares held
% of issued capital
389,917,225
206,289,896
145,845,372
134,992,472
126,629,769
110,113,430
94,406,455
78,362,828
68,183,257
67,032,038
63,712,339
26,000,000
24,816,226
15,458,298
11,711,960
10,025,055
8,258,153
7,006,285
6,996,299
6,265,096
19.90
10.53
7.44
6.89
6.46
5.62
4.82
4.00
3.48
3.42
3.25
1.33
1.27
0.79
0.60
0.51
0.42
0.36
0.36
0.32
89
90
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Level 7, 16 St Georges Terrace
Perth, Western Australia, 6000
T +61 8 9346 5500
jupitermines.com
Level 8, 220 St Georges Terrace
Perth, Western Australia, 6000
T +61 8 9346 5500
jupitermines.com