Jupiter Mines : Buy-back Offer Booklet and Sample Forms

ACN 105 991 740

Buy-Back Offer Booklet

This document is an important document. If you have any doubts as to what you should do, please consult your legal, tax or financial adviser.

This Booklet comprises an offer to Eligible Shareholders of Jupiter Mines Limited (Jupiter) to participate in an off-market, equal access share Buy-Back (Buy-Back or Buy-Back Offer).

Eligible Shareholders are those who are a registered holder of Shares on the Record Date, being 2.00pm on Wednesday, 25 January 2017.

This Booklet contains important information about the Buy-Back and is provided to assist you in making an informed decision about whether to participate. This Booklet does not constitute investment advice and does not take into account the personal circumstances and needs of any particular Shareholder.

Neither Jupiter nor any of its Directors makes any recommendation or provides any advice about whether a Shareholder should participate in the Buy-Back Offer. Before making any investment decision, you should seek independent financial and taxation advice.

The contents of this Booklet have not been lodged with any regulatory authority outside Australia, and Jupiter takes no responsibility for ensuring that an Eligible Shareholder in a foreign jurisdiction or otherwise subject to the laws of a foreign jurisdiction can participate in the Buy-Back in compliance with those laws.

Shareholders who do not reside in Australia are advised to exercise caution in relation to any decision on whether to participate in the Buy-Back. If Eligible Shareholders are in any doubt about any of the contents of this Booklet, they should obtain independent professional advice.

Information about the Company is publicly available and can be obtained on the Company's website being www.jupitermines.com, and from ASIC. The contents of any website or ASIC filing by the Company are not incorporated into this Booklet and do not constitute part of the Offer. Investors should have regard to the other publicly available information in relation to the Company before making a decision whether or not to accept the Buy-Back Offer.

No person is authorised to give any information or make any representation in connection with the Offer that is not contained in this Booklet. Any information or representation not so contained may not be relied upon as having been authorised by the Company in connection with this Booklet.

This Booklet does not take into account the investment objectives, financial situation, tax position and requirements of any particular person.

This Booklet should not be relied on as the sole basis for any investment decision in relation to Shares. Independent financial and taxation advice should be sought before making any decision to invest in Jupiter or in relation to the Buy-Back Offer. It is important that you read the entire Booklet before making any investment decision.

Eligible Shareholders should carefully consider these factors in light of their particular investment objectives, financial situation, tax position and requirements. If Eligible Shareholders are in any doubt on these matters, they should consult their legal, financial, taxation or other professional adviser before deciding whether to participate in the Buy-Back Offer.

This Booklet may contain forward-looking statements that have been based on current expectations about future acts, events and circumstances. Any forward-looking statements are subject to risks, uncertainties and assumptions that could cause those acts, events and circumstances to differ materially from the expectations described in such forward-looking statements.

Certain capitalised terms and other terms used in this Booklet are defined in the Glossary of defined terms in Section 5.

All references in this Booklet to "$", "AUD" or "dollar" are references to Australian currency unless otherwise indicated.

All references in this document to time relate to Western Standard Time in Perth, Western Australia.

1. Overview of Buy-Back 1
2. Effects of the Buy-Back 4
3. Terms and conditions of Buy-Back Offer 8
4. Other terms and disclosures 12
5. Glossary of Terms 15

The indicative Timetable for the Buy-Back Offer is as follows:

The above timetable is indicative only and subject to change by the Directors of Jupiter.

Brian Gilbertson

(Non-executive Chairman)

Paul Murray

(Non-executive Director)

Priyank Thapliyal (Executive Director)

Sungwon Yoon

(Non-executive Director)

Andrew Bell

(Non-executive Director)

Priyank Thapliyal

Chief Executive Officer

Melissa North

Company Secretary and Chief Financial Officer

Level 10, 16 St Georges Terrace

Perth WA 6000

T: +61 8 9346 5500

F: +61 8 9481 5933

Email: info@jupitermines.com Web: www.jupitermines.com

Jackson McDonald

Level 17, 225 St Georges Terrace

T: +61 8 9426 6746

F: +61 8 9321 2002

Grant Thornton Audit Pty Ltd Level 1, 10 Kings Park Road, West Perth WA 6005

T: +61 8 9480 2000

F: +61 8 9322 7787

Email: info.wa@au.gt.com

Website: www.grantthornton.com.au

Link Market Services

Level 4, 152 St Georges Terrace,

Perth WA 6000

T: +61 1300 554 474

F: +61 8 9287 0303

Email: registrars@linkmarketservices.com.au Website: www.linkmarketservices.com.au