JUPITER MINES LIMITED. — Interim / Quarterly Report 2021

Oct 27, 2020

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JUPITER MINES LIMITED HALF YEAR REPORT APPENDIX 4D

RESULTS FOR ANNOUNCEMENT TO THE MARKET FOR THE PERIOD ENDED 31 AUGUST 2020 (PREVIOUS CORRESPONDING PERIOD ENDED 31 AUGUST 2019)

Name of Entity ABN	Jupiter Mines Limited 51 105 991 740	Jupiter Mines Limited 51 105 991 740	Jupiter Mines Limited 51 105 991 740	Jupiter Mines Limited 51 105 991 740	Jupiter Mines Limited 51 105 991 740
1. Details of current and prior reporting period Current Period 1 March 2020 to 31 August 2020 (HY2021) Prior Period 1 March 2019 to 31 August 2019(HY2020)
2. Results for announcement to the market
	**HY2021 A$m **	**HY2020 A$m **	**% change **		**A$m change **
2.1 Revenue	3.3	6.3	(48%)		(3.0)
2.2 Profit after taxation	29.8	69.2	(57%)		(39.4)
2.3 Net profit for the period attributable to owners of the Company	29.8	69.2	(57%)		(39.4)
2.4 Dividend distributions	Amountper security A$		Franked amountper security A$
	0.00751		Nil
	0.012		Nil
	~~1~~Final FY2020 dividend declared on 29 April 2020 and paid on 21 May 2020. Total dividend paid $14,692,433. The dividend was wholly conduit foreign sourced income. 2The Directors declared an interim unfranked dividend of 1 cent per ordinary share in respect of HY2021 on 28 October 2020. Accordingly, this dividend is not provided for in the balance sheet as at 31 August 2020. Record date for determining an entitlement to receipt of the interim dividend is 4 November 2020 and will be paid on 18 November 2020. The dividend is whollyconduit foreign sourced income.
3. Consolidated statement of profit or loss and other comprehensive income	Refer Interim Financial Report
4. Consolidated statement of financialposition	Refer Interim Financial Report
5. Consolidated statement of changes in equity	Refer Interim Financial Report
6. Consolidated statement of cash flows	Refer Interim Financial Report
7. Details of dividends or distributions	Dividends - refer to 2.4 above and Note 17 of Interim Financial Report
8. Net asset backing per	Current Period A$			Prior Period A$
ordinary security	0.23			0.24

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9. Control gained over entities during theperiod	N/A
10. Details of associate and joint venture entities	Refer Note 8 of Interim Financial Report
11. Other significant information	See Notes to Interim Financial Report
12. Accounting Standards used by foreign entities	International Financial Reporting Standards
13. Commentary on the result for the period	See Review of Operations of Interim Financial Report
14. Status of audit or review	The accounts have been reviewed.
15. Dispute or qualification – accounts not yet audited	N/A
16. Qualifications of audit/review	N/A

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Appendix 4D 2
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Interim Financial Report

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CONTENTS
	PAGE(S)
Directors’ Report	2-7
Auditor’s Independence Declaration	8
Consolidated Statement of Profit or Loss and Other Comprehensive Income	9
Consolidated Statement of Financial Position	10
Consolidated Statement of Changes in Equity	11
Consolidated Statement of Cash Flows	12
Notes to the Financial Statements	13-21
Directors’ Declaration	22
Independent Auditor’s Review Report	23-24

Interim Financial Report

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DIRECTORS’ REPORT

The Directors submit the financial report of Jupiter Mines Limited (“Jupiter” or the “Company”) and its controlled entities (“the Group”) for the half-year ended 31 August 2020 (“HY2021”).

Directors’ Details

The following persons were Directors of the Company who held office during or since the end of the half-year:

Brian Gilbertson Independent Non-Executive Director Chairman Paul Murray Independent Non-Executive Director Andrew Bell Independent Non-Executive Director Yeongjin Heo Non-Executive Director Priyank Thapliyal Executive Director Hans Mende Non-Executive Director Brian Beem Non-Executive Director; alternate to Hans Mende

Directors were in office since the start of the period unless otherwise stated.

Principal Activities

During the half-year period, the principal activities of Jupiter have been its investment in Tshipi é Ntle Manganese Mining (Pty) Limited (“Tshipi”) in South Africa and the sale of manganese ore.

Dividends

Dividends declared and/or paid during the half-year period were as follows:

	Dividend per share	Unfranked	$ Total
2020 Final Dividend – paid 21 May 2020	$0.0075	100%	14,692,433
2021 Interim Dividend – declared 28 October 2020; to be paid 18 November 2020	$0.01	100%	19,589,910

On 28 October 2020, the Directors declared an interim dividend for the half-year ended 31 August 2020 of $0.01 per ordinary share, to be paid on 18 November 2020. Both dividends above are wholly conduit foreign income.

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DIRECTORS’ REPORT

REVIEW OF OPERATIONS AND RESULTS

Jupiter recorded a consolidated result for the half-year of $29,793,400 profit after tax (HY2020: profit of $69,155,253 after tax), including a share of net profit from its investment in Tshipi of $36,061,378 (HY2020: $74,653,907).

TSHIPI BORWA MANGANESE MINE

The Tshipi Borwa Manganese Mine is a long-life, open pit manganese mine with an integrated ore processing plant located in the Kalahari Manganese Fields in the Northern Cape Province of South Africa. Tshipi remains the largest single manganese mine in South Africa and one of the five largest manganese mines globally.

For the half-year period ended 31 August 2020, Tshipi recorded a net profit after tax of ZAR841 million ($72.3 million) (HY2020: ZAR1.5 billion; $149.3 million) and declared a total of ZAR330 million ($28.4 million) in dividends to its shareholders (HY2020: ZAR1.75 billion; $173.8 million), declared and paid subsequent to half year end. The decrease from the previous half-year is attributable to the impact of the COVID-19 pandemic and softening of manganese prices. Tshipi has however remained both profit and cash positive during the period.

	Unit	HY2021	HY2020	FY2020
Mined volume	Bcm	5,775,773	5,689,716	12,357,691
Production	Tonnes	1,535,238	1,771,719	3,410,111
Sales	Tonnes	1,219,840	1,729,550	3,408,552
Average cost of production	FOB, ZAR per dmtu	36.02	31.60	31.22
Average CIF price achieved (highgrade lumpy)	CIF, USD per dmtu	4.58	5.51	4.86

Table 1: Summary of operating and financial information for Tshipi Borwa Manganese Mine

The cost of production remained steady throughout the period, averaging ZAR36.02 (USD$2.12) per dmtu (FOB) (HY2020: ZAR31.60 (USD$2.09).

Overall mining volumes were below target, as a result of continued delays in mobilising additional equipment due to COVID-19 restrictions.

Due to the restrictions, Transnet’s available rail allocations were significantly reduced during the period. Road volumes were instead increased, in turn increasing the cost of production. However, with all miners in the Kalahari region utilising trucks, availability was also constrained. By the end of the period, Transnet operations continued to increase, in line with Tshipi’s usual rail allocation.

Tshipi recorded a Zero Lost Time Injury Frequency Rate during May (completed 365 days without a Lost Time Injury). This achievement is significant when considered against the backdrop of the outbreak of the COVID-19 and the many challenges and change complexities brought about by the spread of the virus. Although one Lost Time Injury was subsequently recorded on 22 August 2020, the risk control management and focus on increasing employee day to day hazard identification and correction has improved and strengthen Tshipi’s safety effort. To continuously raise levels of awareness for the remainder of the year and going forward, a beyond COVID-19 campaign is being developed to bring together a number of initiatives to create a common goal for all as Tshipi adjusts to the “new normal” in the coming post COVID-19 world.

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DIRECTORS’ REPORT

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Tshipi is part of the Northern Cape’s socioeconomic ecosystem. Its contribution to the hosting and surrounding communities around the mining operations has been to create societal value in the course of doing business over the past years. As an empowered mining company, Tshipi is accelerating transformation through:

• Enterprise and Supplier Development: Tshipi promotes the development of Small and Medium Enterprises (SMEs) to have meaningful participation in the mainstream economy, in order to align with government’s objective of redressing the inequalities of the past. Tshipi launched an Enterprise and Supplier Development programme in 2019 that is focused on developing potential suppliers to be competitive in the marketplace and to gain market access within and outside of Tshipi supply chain.

• Local Economic Development: Tshipi’s Social and Labour Plans (SLPs) over the last 7 years has significantly contributed towards community development, and in doing so has played a significant part in helping to lift thousands of people out of unemployment and poverty. Tshipi continues to support the host community by implementing Local Economic Development projects which are a benefit to the communities. The recent schools’ projects that have been completed are the water provision, construction of ablution blocks, refurbishment of existing ablution blocks, installation of water filtration systems and conservancy tanks construction.

• Training and Development: Tshipi’s Human Resource Development Plan contributes significant investment towards learnerships, internships and apprenticeships, for local unemployed people and its own employees. Tshipi aims to address the high unemployment facing the country and Northern Cape in particular. Tshipi is responding to the call by developing a talent pool which is equipped to access current and future employment opportunities – both within Tshipi and outside of it.

Tshipi continues to strive to continue creating sustainable development through its people, communities and the environment.

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DIRECTORS’ REPORT

With regards to the environmental impact of the mine, Tshipi’s management continues to address the impact of business activities on an ongoing basis by integrating issues such as pollution control, waste management and rehabilitation activities into their operating procedures. Tshipi has implemented the Bioremediation project to enable the treatment of polluted soil and reintroduction back into the environment, thus minimising environmental degradation of a soil resource.

Tshipi received its Protect Tree Removal Permit for the next area planned for mining and will continue following this pattern of applying for permits before future scheduled areas commence with actual mining. The Environmental Authorisation (“EA”) for EMP2, that caters for additional waste rock dump capacity, which Tshipi obtained from the Department of Mineral Resources (“DMR”) during July 2019, has been received following the close out of the dispute that was lodged by the South African Heritage Resources Agency (“SAHRA”).

The construction of a 52,000m[3] storm water dam is in progress.

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DIRECTORS’ REPORT

Tshipi Financial Summary

A summary of the Statement of Profit or Loss and Other Comprehensive Income and Statement of Financial Position of Tshipi for the half-year periods are presented below on a 100% basis:

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Sales Cost of sales Gross profit Other income Administrative expenses Impairment of property, plant & equipment/loss on derecognition Other operating expenses Net finance income Royalties Taxation Net profit after tax STATEMENT OF FINANCIAL POSITION Cash and cash equivalents Trade and other receivables Other current assets Property, plant & equipment Other non-current assets Total assets Trade and other payables Tax payable Other current liabilities Deferred tax Other non-current liabilities Total liabilities Net assets Share capital and share premium Retained earnings Contributed assets reserve Total equity	HY2021 (ZAR’000) HY2020 (ZAR’000) 3,067,839 4,669,957 (1,866,166) (2,462,012)
	1,201,673 2,207,945
	1,977 2,078 (6,783) (6,398) (6,741) 1,519 (12,144) (14,070) 118,365 139,113 (127,948) (237,558) (327,809) (586,733)
	840,590 1,505,896
	1,238,711 1,162,687 888,905 809,559 857,408 565,924 2,341,242 2,273,774 214,216 217,720
	5,540,482 5,029,664
	557,944 464,027 - 68,170 82,158 91,566 643,462 602,941 53,570 45,338
	1,337,134 1,272,042
	4,203,348 3,757,622
	321,359 321,359 3,765,028 3,319,302 116,961 116,961
	4,203,348 3,757,622

Note: the summary Statement of Profit or Loss and other Comprehensive Income and Statement of Financial Position were not subject to audit review, however KPMG South Africa have concluded a half-year review on Tshipi’s trial balance and management accounts.

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DIRECTORS’ REPORT

MARKETING

Jupiter’s manganese marketing branch in South Africa sold a total of 559,843 dry metric tonnes, resulting in marketing fee income of ZAR38.5 million ($3.3 million) (HY2020: ZAR63.1 million; $6.3 million) and a net profit after tax of ZAR27.5 million ($2.4 million) (HY2020: ZAR30.5 million; $3.0 million).

CENTRAL YILGARN IRON ORE PROJECTS

The Mount Ida Magnetite and Mount Mason DSO Hematite projects remained under care and maintenance. No exploration or development activities were undertaken during the period.

During the period, Jupiter announced it would investigate a spin-out of its iron ore assets under an Initial Public Offering (“IPO”), in order to realise value for its shareholders. Work continues on the IPO, with Greg Durack being appointed as the Chief Executive Officer to lead the IPO and implement strategy post-IPO in order to development Mount Mason into a producing mine ( ASX announcement 4 September 2020 ).

AUDITOR’S INDEPENDENCE DECLARATION

The lead auditor’s independence declaration under Section 307C of the Corporations Act 2001 is set out on the following page for the half-year ended 31 August 2020.

This report is signed in accordance with a resolution of the Board of Directors.

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Priyank Thapliyal Director and Chief Executive Officer

Dated this 27[th] day of October 2020

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Level 43, Central Park 152-158 St Georges Terrace Perth WA 6000

Correspondence to: PO Box 7757 Cloisters Square Perth WA 6850

T +61 8 9480 2000 F +61 8 (322 7787 E info.wa@au.gt.com W www.grantthornton.com.au

Auditor’s Independence Declaration

To the Directors of Jupiter Mines Limited

In accordance with the requirements of section 307C of the Corporations Act 2001 , as lead auditor for the review of Jupiter Mines Limited for the half-year ended 31 August 2020, 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 review; and

• b no contraventions of any applicable code of professional conduct in relation to the review.

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GRANT THORNTON AUDIT PTY LTD Chartered Accountants

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B P Steedman Partner – Audit & Assurance

Perth, 27 October 2020

Grant Thornton Audit Pty Ltd ACN 130 913 594

www.grantthornton.com.au

a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

‘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 Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

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Liability limited by a scheme approved under Professional Standards Legislation.

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CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 AUGUST 2020

NOTE Revenue 2 Other income 2 Employee benefits expenses Depreciation of property, plant and equipment Amortisation of intangible assets Administrative expenses Other expenses Profit from operations Share of profit from equity accounted investments 8 Finance income Finance costs Foreign exchange gain Profit before income tax Income tax expense 3 Profit for the period Other comprehensive income/(loss): Items that will not be reclassified subsequently to profit or loss: Equity instruments at FVOCI – fair value changes Items that may be reclassified subsequently to profit or loss: 11 Exchange differences on translating foreign companies 11 Other comprehensive income/(loss) for the period, net of tax Total comprehensive income for the period Profit for the period attributable to: Owners of the parent Total other comprehensive loss attributable to: Owners of the parent Earnings per share Basic profit per share Diluted profit per share	HY2021 $ HY2020 $ 3,310,167 6,265,508 297,817 322,927 (1,065,831) (844,142) (1,334) (1,064) (1,570) (2,525) (69,024) (137,044) (1,131,544) (2,985,660)
	1,338,681 2,618,000
	36,061,378 74,653,907 153,702 620,118 (1,645) (359,628) 1,664 803,111
	37,553,780 78,335,508
	(7,760,380) (9,180,255)
	29,793,400 69,155,253
	827,152 6,126 (622,695) (158,333)
	204,457 (152,207)
	29,997,857 69,003,046
	29,793,400 69,155,253 204,457 (152,207) 0.0152 0.0353 0.0152 0.0353

The Consolidated Statement of Profit or Loss and Other Comprehensive Income is to be read in conjunction with the notes to the consolidated financial statements.

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE HALF-YEAR ENDED 31 AUGUST 2020

NOTE ASSETS CURRENT ASSETS Cash and cash equivalents 4 Trade and other receivables 5 Other current assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Equity instruments at fair value through other comprehensive income Property, plant and equipment Intangible assets Investments accounted for using the equity method 8 Exploration and evaluation assets 7 TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables 9 Employee benefits TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Deferred tax liability 3 TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 10 Reserves 11 Accumulated profits TOTAL EQUITY	HY2021 $ FY2020 $ 25,648,867 29,285,067 33,147,079 40,357,267 57,884 57,884
	58,853,830 69,700,218
	1,156,679 329,528 3,387 4,721 1,561 3,131 461,394,098 437,601,406 12,394,643 11,774,238
	474,950,368 449,713,024
	533,804,198 519,413,242
	29,823,083 37,619,369 248,879 218,029
	30,071,962 37,837,398
	62,410,448 55,559,480
	62,410,448 55,559,480
	92,482,410 93,396,878
	441,321,788 426,016,364
	410,435,400 410,435,400 267,061 62,604 30,619,327 15,518,360
	441,321,788 426,016,364

The Consolidated Statement of Financial Position is to be read in conjunction with the notes to the consolidated financial statements.

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 AUGUST 2020

NOTE Balance at 1 March 2019 Profit for the period Other comprehensive (loss)/income for the period Total comprehensive income for the period Balance at 31 August 2019 Balance at 1 March 2020 Profit for the period Other comprehensive (loss)/income for the period 11 Total comprehensive income for the period Dividends paid/declared 17 Balance at 31 August 2020	ISSUED CAPITAL$ FOREIGN CURRENCY TRANSLATION RESERVE $ EQUITY FVOCI RESERVE $ ACCUMULATED PROFITS/ (LOSSES) $ TOTAL$
	410,435,400 (41,804) 340,258 (1,240,502) 409,493,351 - - - 69,155,253 69,155,253 - (158,333) 6,126 - (152,207)
	- (158,333) 6,126 69,155,253 69,003,046
	410,435,400 (200,137) 346,383 67,914,751 478,496,397
	410,435,400 (60,118) 122,722 15,518,360 426,016,364 - - - 29,793,400 29,793,400 - (622,695) 827,152 - 204,457
	- (622,695) 827,152 29,793,400 29,997,857
	- - - (14,692,433) (14,692,433)
	410,435,400 (682,813) 949,874 30,619,327 441,321,788

The Consolidated Statement of Changes in Equity is to be read in conjunction with the notes to the consolidated financial statements.

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CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 31 AUGUST 2020

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Other income Taxes paid Net cash from/ (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment Payments for exploration and evaluation of mining reserves Dividend received from investments Interest received Net cash from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Dividend paid Net cash used in financing activities Net (decrease) / increase in cash and cash equivalents held Cash and cash equivalents at beginning of financial period Effect of exchange rates on cash holdings in foreign currencies Cash and cash equivalents at the end of the financial period	HY2021 $ HY2020 $ 3,747,984 6,996,990 (558,989) (9,452,048) 311,105 323,767 (1,215,603) (1,318,553)
	2,284,497 (3,449,844)
	- (2,183) (620,405) (350,121) 12,268,686 55,175,224 212,525 494,864
	11,860,806 55,317,784
	(14,692,433) (48,974,776)
	(14,692,433) (48,974,776)
	(547,130) 2,893,164 29,285,067 72,848,680 (3,089,070) 851,207
	25,648,867 76,593,051

The Consolidated Statement of Cash Flows should be read in conjunction with the notes to the consolidated financial statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 AUGUST 2020

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements and notes represent those of Jupiter Mines Limited (“Jupiter”) and its Controlled Entities (the “Consolidated Group” or “Group”).

BASIS OF PREPARATION

These general purpose financial statements for the interim half-year reporting period ended 31 August 2020 have been prepared in accordance with requirements of the Corporations Act 2001 and Australian Accounting Standards including AASB 134: Interim Financial Reporting. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. This group is a for -profit entity for the financial reporting purposes under Australian Accounting Standards.

The half-year financial report does not include all notes of the type normally included within the annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the consolidated entity as the full financial report. It is therefore recommended that these financial statements be read in conjunction with the annual financial statements of the Group for the year ended 29 February 2020, together with any public announcements made during the half-year.

ADOPTION OF NEW ACCOUNTING STANDARDS

The accounting policies adopted in the preparation of the interim financial statements are consistent with those applied in the preparation of the Group’s annual financial statements for the year ended 29 February 2020.

The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

SIGNIFICANT ACCOUNTING POLICIES

The Interim Financial Statements have been prepared in accordance with the accounting policies adopted in the Group’s most recent annual financial statements for the year ended 29 February 2020.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

When preparing the Interim Financial Statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results.

The judgements, estimates and assumptions applied in the Interim Financial Statements, including the key sources of estimation uncertainty, were the same as those applied in the Group’s last annual financial statements for the year ended 29 February 2020. The only exceptions are the estimate of income tax liabilities which is determined in the Interim Financial Statements using the estimated average annual effective income tax rate applied to the pre-tax income of the interim period.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 AUGUST 2020

NOTE 2: REVENUE

NOTE 2: REVENUE
Marketing fee revenue Revenue Other income Other income	HY2021 $ HY2020 $ 3,310,167 6,265,508
	3,310,167 6,265,508
	297,817 322,927
	297,817 322,927

NOTE 3: INCOME TAX EXPENSE AND DEFERRED TAXES

The major components of tax expense and the reconciliation of the expected tax expense based on the domestic effective tax rate of Jupiter Mines at 30% (29 February 2020: 30%) and the reported tax expense in the profit or loss are as follows:

Tax expense comprises:

(a) Current tax Add: Current tax in respect of prior years Deferred income tax relating to origination and reversal of temporary differences - Origination and reversal of timing differences - Recognition of deferred tax asset losses - Under/over provision in respect of previous years Tax Expense (b) Accounting profit before tax Domestic tax rate for Jupiter Mines Limited at 30% (FY2020: 30%) Tax rate differential Other expenditure not allowed or allowable for income tax purposes Under provision in respect of previous years Share of profit in equity accounted investments Income tax expense	HY2021 $ HY2020 $ 909,459 1,191,318 - 758,252 7,163,522 5,997,468 (316,963) (77,241) 4,362 1,310,458
	7,760,380 9,180,255
	37,553,780 78,335,508 11,266,134 23,500,652 (65,458) (84,468) 235,949 701,268 4,362 2,068,710 (3,680,607) (17,005,907)
	7,760,380 9,180,255

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 AUGUST 2020

NOTE 3: INCOME TAX EXPENSE AND DEFERRED TAXES (continued)

Deferred Tax Assets (Liabilities) Liabilities Property, plant and equipment Exploration Other Investments using the equity method Balance as at 31 August 2020 Assets Pension and other employee obligations Other Tax losses Balance as at 31 August 2020 Net Deferred Tax Liabilities	Opening balance 1 March 2020 Recognised in Profit and Loss During the Year Closing Balance 31 August 2020 9,695 (582) 9,113 (3,515,171) (186,122) (3,701,293) (409,360) 421,962 12,602 (52,278,061) (7,137,808) (59,415,869)
	(56,192,897) (6,902,550) (63,095,447)
	57,879 13,138 71,017 27,657 (6,143) 21,514 547,881 44,587 592,468
	633,417 51,582 684,999
	(55,559,480) (6,850,968) (62,410,448)

NOTE 4: CASH AND CASH EQUIVALENTS

Cash at bank and in hand Short-term bank deposits NOTE 5: TRADE AND OTHER RECEIVABLES Trade receivables GST and VAT receivables Income tax refundable Sundry debtors	HY2021 $ FY2020 $ 7,241,519 10,011,113 18,407,348 19,273,954
	25,648,867 29,285,067
	HY2021 $ FY2020 $ 31,542,922 39,329,578 250,741 166,333 225,224 - 1,128,192 861,356
	33,147,079 40,357,267

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 AUGUST 2020

NOTE 6: CONTROLLED ENTITIES

Controlled entities consolidated	Controlled entities consolidated	Country of	% owned	% owned
		Incorporation	HY2021	FY2020
Parent	Entity:
-	Jupiter Mines Limited	Australia
Subsidiaries:
-	Future Resources Australia Pty Limited	Australia	100	100
-	Central Yilgarn Iron Pty Limited	Australia	100	100
-	Broadgold Corporation Pty Limited	Australia	100	100
-	Jupiter Kalahari Pty Ltd	Australia	100	100
-	Jupiter Mines Limited (Incorporated in Australia) -	South Africa	100	100
	External Profit Company

During the year all Controlled Entities except for Jupiter Kalahari Pty Ltd and Jupiter Mines Limited (Incorporated in Australia) External Profit Company were dormant.

NOTE 7: EXPLORATION AND EVALUATION ASSETS

Opening balance Additions Closing balance Costs carried forward in respect of the following areas of interest: - Mount Mason - Mount Ida	HY2021 $ FY2020 $ 11,774,238 10,800,000 620,405 974,238
	12,394,643 11,774,238
	HY2021 $ FY2020 $ 960,480 927,829 11,434,163 10,846,409
	12,394,643 11,774,238

During the reporting period, the future recoverability of capitalised exploration and evaluation expenditure was assessed, and no impairment was recognised.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 AUGUST 2020

NOTE 8: INVESTMENTS USING THE EQUITY METHOD

The sole Joint Venture of the Group as at 31 August 2020, in which in the opinion of the Directors, are material to the Group, is set out below. The entity listed below has share capital consisting solely of ordinary shares, which is 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. This entity is held through a fully controlled entity, Jupiter Kalahari Pty Ltd.

Name of Entity Country of Incorporation % held HY2021 % held FY2020 Nature of Relationship Measurement Method	Name of Entity Country of Incorporation % held HY2021 % held FY2020 Nature of Relationship Measurement Method
Tshipi é Ntle Manganese Mining (Proprietary) Limited South Africa 49.9	49.9 Joint Venture Equity Method
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 NOTE 9: TRADE AND OTHER PAYABLES Trade payables Income tax payable Sundry payables and accrued expenses NOTE 10: SHARE CAPITAL Paid up capital: Ordinary shares at the beginning of the reporting period At reporting date Ordinary shares at the beginning of the reporting period At reporting date	HY2021 $ FY2020 $ 437,601,406 422,841,742 36,061,378 98,191,396 (12,268,686) (83,431,732)
	461,394,098 437,601,406
	HY2021 $ FY2020 $ 29,533,410 36,501,106 - 80,967 289,673 1,037,296
	29,823,083 37,619,369
	HY2021 $ FY2020 $ 410,435,400 410,435,400
	410,435,400 410,435,400
	HY2021 Number of Shares FY2020 Number of Shares 1,958,991,033 1,958,991,033
	1,958,991,033 1,958,991,033

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 AUGUST 2020

NOTE 11: RESERVES

Equity FVOCI reserve Balance at the beginning of the financial year Revaluation Balance at the end of the half year Foreign currency translation reserve Balance at the beginning of the financial year Revaluation Balance at the end of the half year At reporting date	HY2021 $ FY2020 $ 122,722 340,257 827,152 (217,535)
	949,874 122,722
	(60,118) (41,804) (622,695) (18,314)
	(682,813) (60,118)
	267,061 62,604

The Equity FVOCI reserve records amounts relating to the revaluation of equity instruments in listed entities not held for trading. The foreign currency translation reserve relates to the differences arising from the revaluation of the Jupiter South African Branch financial statements from South African Rand to Australian Dollars.

NOTE 12: SEGMENT REPORTING

The Group operates in the mining industry. The Group has identified its operating segments based on 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 on the basis of its exploration and production interests. These are considered to be the Central Yilgarn Iron Exploration Project (Iron Ore), which is located in Australia, the producing Tshipi mine (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.

During the half-year period, there have been no changes from prior periods in the measurement methods used to determine operating segments and reported segment profit or loss.

The revenues and profit generated by each of the Group’s operating segments and segment assets are summarised as follows:

Six months to 31 August 2020	CYIP – Iron Ore	Jupiter Mines –	Tshipi –	Total $
	(Australia) $	Manganese	Manganese
		(South Africa) $	(South Africa) $
Revenue
From external customers	-	3,310,167	-	3,310,167
Segment revenues
Segment operating profit	-	3,019,062	-	3,019,062
Segment assets	12,394,643	33,709,229	461,394,098	507,497,970

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 AUGUST 2020

NOTE 12: SEGMENT REPORTING (continued)

Six months to 31 August 2019	CYIP – Iron Ore	Jupiter Mines –	Tshipi –	Total $
	(Australia) $	Manganese	Manganese
		(South Africa) $	(South Africa) $
Revenue
From external customers	-	6,265,508	-	6,265,508
Segment revenues
Segment operating profit	-	3,999,238	-	3,999,238
Segment assets	11,150,121	50,668,536	442,320,425	504,139,083

The Group’s segment operating profit reconciles to the Group’s profit before tax as presented in its financial statements as follows:

Total reporting segment operating profit Other income not allocated Other expenses not allocated Group operating profit Share of profit from equity accounted investments Finance costs Finance income Foreign exchange gains Group profit before tax	Six months to 31 August 2020 Six months to 31 August 2019 3,019,062 3,999,238 297,817 322,927 (1,978,198) (1,704,165)
	1,338,681 2,618,000
	36,061,378 74,653,907 (1,645) (359,628) 153,702 620,118 1,664 803,111
	37,553,780 78,335,508

NOTE 13: EARNINGS PER SHARE

Both the basic and diluted earnings per share have been calculated using the profit attributable to shareholders of the parent company (Jupiter Mines Limited) as the numerator, i.e. no adjustments to profits were necessary during the half year periods to 31 August 2020 and 31 August 2019.

NOTE 14: FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS

AASB 13 requires disclosure of fair value measurements by level of the fair value hierarchy as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

• Level 3: inputs for the asset or liability that is not based on observable market data (unobservable inputs)

The Group’s financial assets and liabilities consist only of listed investments for both HY2021 and HY2020, therefore are measured and recognised at fair value at Level 1.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 AUGUST 2020

NOTE 15: FINANCIAL ASSETS AND FINANCIAL LIABILITIES

The carrying amounts of financial assets and financial liabilities in each category are as follows:	The carrying amounts of financial assets and financial liabilities in each category are as follows:
HY2021	Amortised Cost	FVOCI
Financial assets
Cash and cash equivalents	25,648,867	-
Trade and other receivables	33,147,079	-
Equity instruments at FVOCI	-	1,156,679
Other current assets	57,884	-
Total financial assets	58,853,830	1,156,679
Financial Liabilities
Trade and other payables	29,823,083	-
	29,823,083	-
HY2020	Amortised Cost	FVOCI
Financial assets
Cash and cash equivalents	76,593,051	-
Trade and other receivables	50,070,988	-
Equity instruments at FVOCI	-	553,188
Other current assets	57,884	-
Total financial assets	126,721,923	553,188
Financial Liabilities
Trade and other payables	45,056,827	-
	45,056,827	-
FY2020	Amortised Cost	FVOCI
Financial assets
Cash and cash equivalents	29,285,067	-
Trade and other receivables	40,357,267	-
Equity instruments at FVOCI	-	329,528
Other current assets	57,884	-
Total financial assets	69,700,218	329,528
Financial Liabilities
Trade and other payables	37,619,369	-
	37,619,369	-

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 AUGUST 2020

NOTE 16: CONTINGENT LIABILITIES

There has been no material change in contingent liabilities since the end of the last annual reporting period.

NOTE 17: DIVIDEND

On 28 October 2020, the Directors declared an interim dividend for the half-year ended 31 August 2020 of $0.01 per ordinary share, to be paid on 18 November 2020.

2020 Final Dividend – paid 21 May 2020 2021 Interim Dividend – declared 28 October 2020	Dividendper share Unfranked $ Total
	$0.0075 100% 14,692,433 $0.01 100% 19,589,910

NOTE 18: SUBSEQUENT EVENTS

Tshipi declared a dividend to its shareholders of ZAR330,000,000 on 3 September 2019. Jupiter received its share on 9 September 2020, being $12,886,037.89

Jupiter also received ZAR25,000,000 ($2,116,205.05) from its South African marketing operations on 8 October 2020.

On 28 October 2020, the Directors declared an interim dividend for the half-year ended 31 August 2020 of $0.01 per ordinary share, to be paid on 18 November 2020.

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DIRECTORS’ DECLARATION

In the opinion of the Directors of Jupiter Mines Limited:

• (a) The consolidated financial statements and notes of Jupiter Mines Limited are in accordance with the Corporations Act 2001, including:

• i. Giving a true and fair view of its financial position as at 31 August 2020 and of its performance for the half-year ended on that date; and

• ii. Complying with Accounting Standard AASB 134 Interim Financial Reporting; and

• (b) There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of the Directors.

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Priyank Thapliyal Director Dated this 27[th ] day of October 2020

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Interim Financial Report

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Level 43, Central Park 152-158 St Georges Terrace PERTH WA 6000

Correspondence to: PO Box 7757 Cloisters Square Perth WA 6850

T +61 8 9480 2000 F +61 8 9322 7787 E info.wa@au.gt.com W www.grantthornton.com.au

Independent Auditor’s Report

To the Members of Jupiter Mines Limited

Report on the review of the half year financial report

Conclusion

We have reviewed the accompanying half year financial report of Jupiter Mines Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated condensed statement of financial position as at 31 August 2020, and the consolidated condensed statement of profit or loss and other comprehensive income, consolidated condensed statement of changes in equity and consolidated condensed statement of cash flows for the half year ended on that date, a description of accounting policies, other selected explanatory notes, and the directors’ declaration.

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the half year financial report of Jupiter Mines Limited does not give a true and fair view of the financial position of the Group as at 31 August 2020, and of its financial performance and its cash flows for the half year ended on that date, in accordance with the Corporations Act 2001 , including complying with Accounting Standard AASB 134 Interim Financial Reporting .

Basis for Conclusion

We conducted our review in accordance with ASRE 2410 Review of Financial Report Performance by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001 which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s review report.

Directors’ responsibility for the half year financial report

The Directors of the Company are responsible for the preparation of the half year 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 half year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

www.grantthornton.com.au

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

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Liability limited by a scheme approved under Professional Standards Legislation.

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Auditor’s responsibility

Our responsibility is to express a conclusion on the half year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 31 August 2020 and its performance for the half year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Jupiter Mines Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001.

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GRANT THORNTON AUDIT PTY LTD Chartered Accountants

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B P Steedman Partner – Audit & Assurance

Perth, 27 October 2020

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