JUNO MINERALS LIMITED — Major Shareholding Notification 2021

May 12, 2021

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme ACN/ARSN

Juno Minerals Limited ( JNO )

ACN 645 778 892

1. Details of substantial holder (1)

Name Ntsimbintle Holdings (Pty) Ltd (South African entity with reg #: 2004/003269/07) and its associates referred to in Section 6 ACN/ARSN (if applicable) See Section 6 The holder became a substantial holder on 7 May 2021

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities(4)	Number of securities	Person’s votes(5)	Voting power(6)
FULLY PAID ORDINARY	23 884 669	23 884 669	17.5%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holderinterest	of	relevant	Nature of relevant interest (7)	Class and number of securities
Ntsimbintle	Holdings (Pty)		Relevant interest arising under Section 608(1) of the	23 884 669 ORD
Ltd			Corporations Act 2001 by way of direct holdings.

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant	Registered holder of	Person entitled to be	Class and number
interest	securities	registered as holder(8)	of securities
Ntsimbintle Holdings (Pty) Ltd	Ntsimbintle Holdings (Pty) Ltd	Ntsimbintle Holdings(Pty) Ltd	23 884 669 ORD

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevantinterest	Date of acquisition	Consideration (9)	Class and numberof securities
		N/A. Shares issued under
Ntsimbintle Holdings (Pty) Ltd	7 May 2021	demerger of JNO from Jupiter	23 884 669 ORD
		Mines Limited

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

6. Associates

Name and ACN/ARSN (if applicable)	Nature of association
Ntsimbintle Mining (Pty) Ltd(South African entitywith reg#: 2009/018042/07)	Association by virtue of Section 12(2)(a) of theCorporations Act 2001– Entities controlled by NtsimbintleHoldings (Pty) Ltd
Khwara Manganese (Pty) Ltd(South African entitywith reg#: 2014/182204/07)
Ntsimbintle Marketing and Trading Pte. Ltd(Singapore entitywith reg#: 201810530C)
Limeng International Trading (Tianjin) Co. Ltd(China entitywith reg#: 9I 120118MA06XFUK80)
Mokala Manganese (Pty) Ltd(South African entitywith reg#: 2012/190540/07)
Tshipi é Ntle Manganese Mining Proprietary Limited(South African entitywith reg#: 2008/003117/07)

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Ntsimbintle Holdings (Pty) Ltd	89 Central Street, Houghton, Johannesburg, SouthAfrica
Ntsimbintle Mining (Pty) Ltd	89 Central Street, Houghton, Johannesburg, SouthAfrica
Khwara Manganese (Pty) Ltd	89 Central Street, Houghton, Johannesburg, SouthAfrica
Ntsimbintle Marketing and Trading Pte. Ltd	150 Beach Road, The Gateway West, #35-31,189720,Singapore
Limeng International Trading (Tianjin) Co. Ltd	Room 1738, MSD-C1, No.79, 1stAvenue, Teda,Tianjin,300457
Mokala Manganese (Pty) Ltd	39 Melrose Boulevard, Melrose Arch, Johannesburg,2196
Tshipi é Ntle Manganese Mining Proprietary Limited	52 Grosvenor Road, 1stFloor Sable Building, FairwayOffice Park,Bryanston,2010

Signature

	p	p
		p	rint name	Moses Modidima	Ngoasheng		CapacityManaging Director
			ign here
							date12 May 2021
								ndilar,bers
there	are a numb	e	r of substantial holders with si		DIRECTIONSmilar or related relevant interests (eg	. a corporation an	d its related corporations, or the manager a
steeey maclearl	of an equityy be referry set out in	tedp	rust), the names could be inclto throughout the form as a saragraph 7 of the form.		uded in an annexure to the form. If tpecifically named group if the memb	he relevant interesership of each gro	ts of a group of persons are essentially simup, with the names and addresses of mem
ee the	definition o	f	"associate" in section 9 of the		Corporations Act 2001.
ee the	definition o	f	"relevant interest" in sections		608 and 671B(7) of the Corporations	Act 2001.
e voti	ng shares	of	a company constitute one cla		ss unless divided into separate class	es.
e tota	l number of
			votes attached to all the votin		shares in the coman or votin int	rests in the sche	e (if an) that the erson or an associate

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’”

(9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.