December Quarterly Report

17 February 2014

Highlights

Tshipi Borwa manganese ore being mined, railed, exported and sold

Mount Mason Project approvals continue

Directors

Brian Gilbertson Paul Murray Priyank Thapliyal Soo-Cheol Shin Andrew Bell

Chief Executive Officer

Priyank Thapliyal

Company Secretary

Melissa North

Registered and Principal Office Level 42

108 St Georges Terrace

Perth WA 6000

Tel: +61 8 9346 5500

Fax: +61 8 9481 5933

ABN

51 105 991 740

Issued Capital

Shares: 2,281,835,383

Unlisted Options: 1,700,000

Overview

Tshipi Borwa continuing production

Construction of permanent processing plant and infrastructure continues

Proponent information submitted to Esperance Port

Progression of Mount Mason approvals continues

Consolidated cash position of $48m

Figure 1: Tshipi Borwa

www.jupitermines.com 1

CENTRAL YILGARN IRON PROJECT (CYIP) OVERVIEW

The CYIP consists of one small DSO project - Mount Mason DSO Hematite Project, and the flagship long life magnetite Project - Mount Ida Magnetite Project, both of which are 100% owned by Jupiter. Work on the Feasibility Study on the Mount Ida Magnetite Project remained suspended during the quarter. Work continued on optimisation of the Mount Mason Feasibility Study as well as progression of the Project approvals documentation.

FEASIBILITY STUDY DEVELOPMENTS Mount Ida Magnetite Project

During the quarter, Jupiter did not progress any technical work on the Feasibility Study.

Mount Mason DSO Hematite Project

During the December quarter, much emphasis has been on the submitted Mining Proposals and providing the Department of Mines and Petroleum (DMP) additional information to demonstrate that Jupiter is compliant with environmental approvals and also with future underlying tenement conditions. This has included hosting site visits and providing additional information such as management plans for areas of concern. All other primary approvals for the project have been granted.
Jupiter also obtained an update on the Multi User Iron Ore Facility at Esperance Port. Both port proponents (QUBE Ports and Bulk, and the YES Consortium) submitted their proposals to Esperance Ports Sea and Land (EPSL), for the port expansion in November 2013. It is still expected that the successful port proponent will be announced during the March 2014 quarter.
Jupiter also continues to work in cooperation with Mindax Limited in areas of common infrastructure interest.
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ENVIRONMENTAL AND PROJECT PERMITTING Mount Mason DSO Hematite Project

During the December quarter, the focus was on progressing primary environmental approvals documents for submission to relevant State Government regulatory authorities. There has been intensive liaison with the DMP in particular regarding the mining proposals and meeting legal requirements of underlying tenement conditions.
Additional supporting documents and requests for more detailed information have enabled the majority of the primary approvals to be granted. It is anticipated that the mining proposals will be settled by the end of the current quarter.

Mount Mason Approvals Status

In accordance with relevant environmental legislation, all primary approvals documents have been submitted to the appropriate regulators. The following table outlines the status of approvals at the end of this quarter:

Approval Submitted

Regulator

Status

Approval Due

EPBC Referral

Dept of Sustainability,

Environment, Water, Population and Community (DSEWPAC)

Granted

Granted (now subject to

annual reporting). No appeals.

Native Vegetation Clearing

Permits (2 - Yunndaga & Mt

Mason)

DMP

Granted

Granted (now subject to

annual reporting). No appeals.

Mount Mason Mining Proposal

DMP

Submitted & being

assessed

April 2014

Yunndaga Mining Proposal

DMP

Submitted & being

assessed

April 2014

Mine Closure Plan (supports

Mining Proposal)

DMP

Submitted & being

assessed

April 2014

Project Management Plan

(supports Mining Proposal)

DMP

Granted

Granted

Works Approval

DER

Granted

Granted (now subject to

annual reporting). No appeals.

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The focus for the Mount Mason project in the coming quarter will be continuing to progress the Mining
Proposals (Ministerial Approval/sign-offs) and gaining secondary approvals including:

Sewerage treatment facility licences - Menzies Shire Council (for Camp and Mine Operations Centre)

Development application - Menzies Shire Council (for rail siding)

Rail siding approval - Lands Administration Act (for rail siding)

The shared haul and rail siding option will also continue progressing with regards to land access agreements and desktop investigations to identify baseline surveys and approval requirements and refine subsequent approvals schedule/development timeframes.

Mount Ida Magnetite Project

No further studies or reports are pending on the Mount Ida Magnetite Project.
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TSHIPI KALAHARI MANGANESE PROJECT - JUPITER 49.9% JOINT VENTURE INTEREST

Jupiter has a 49.9% interest in Tshipi é Ntle Manganese Mining (Pty) Ltd (Tshipi). Tshipi owns two manganese projects in the Kalahari Manganese fields, namely the producing Tshipi Borwa mine and the early stage exploration project Tshipi Bokone.

Tshipi Borwa Manganese Mine

Activities at Tshipi Borwa during the December 2013 quarter included the production and sale of manganese, using the temporary crushing and screening circuit, whilst continuing with the construction of the permanent
2.4 million tonne per annum processing plant and support facilities.

Figure 2: Production continues at Tshipi Borwa

Transnet rail has committed to make available two trains per week while one additional train per week is at Transnet's discretion. Alternative road/rail solutions have been implemented to increase the logistics capacity available to Tshipi including the use of sea containers and open topped containers (skiptainers). These alternatives rely predominantly on rail transportation, while road transportation alternatives are also being pursued and adopted.
263,578 tonnes of manganese was shipped during the December 2013 quarter while total manganese transported to ports amounted to 309,545 tonnes.
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CORPORATE De-listing

At the Company's Annual General Meeting on 29 November 2013, the shareholders of Jupiter Mines voted in favour of a resolution to de-list the Company from the list of the Australian Securities Exchange (ASX). The Company de-listed on 10 January 2014. All shares held remain as they were prior to de-listing, and further information about shareholder transactions and services can be found on the Jupiter website.

Staff Changes

As Jupiter continues to progress its Mount Mason project, and with Tshipi building upon its initial results and operations, the Board have recommended that Priyank Thapliyal take up the role of Chief Executive Officer, no longer in the Acting position.

Cash Position

At the end of the quarter, the Company had a consolidated cash balance of $48m, and held marketable securities to the value of $1.69m.

Shareholder Information

Details of the 20 largest shareholders by registered name as at 31 December 2013:

Name

No of Shares

%

1

PALLINGHURST STEEL FEED (DUTCH) B V

421,042,093

18.45%

2

POSCO AUSTRALIA PTY LTD

389,710,775

17.08%

3

CITICORP NOMINEES PTY LIMITED

308,488,494

13.52%

4

NATIONAL NOMINEES LIMITED

298,532,532

13.08%

5

INVESTEC BANK LIMITED

286,908,194

12.57%

6

EMG JUPITER L.P

246,674,875

10.81%

7

BNP PARIBAS NOMS PTY LTD

64,890,235

2.84%

8

PALLINGHURST EMG AFRICAN QUEEN L.P

42,857,143

1.88%

9

HANCOCK PROSPECTING PTY LTD

23,452,219

1.03%

10

RED ROCK RESOURCES PLC

19,674,375

0.86%

11

MR PRIYANK THAPLIYAL

18,580,408

0.81%

12

J P MORGAN NOMINEES AUSTRALIA LIMITED

13,229,102

0.58%

13

HSCB CUSTODY NOMINEES LIMITED

12,312,253

0.54%

14

E-TECH CAPITAL PTY LTD

8,625,219

0.38%

15

GAFFWICK PTY LIMITED

5,714,285

0.25%

16

BRUMBY CAPITAL PTY LTD

5,248,433

0.23%

17

BOND STREET CUSTODIANS

3,920,234

0.17%

18

FANCHEL PTY LTD

2,700,000

0.12%

19

INVIA CUSTODIAN LIMITED

2,250,000

0.10%

20

BULLIMORE INVESTMENTS PTY LTD

2,200,000

0.10%

Total

2,177,010,869

95.41%

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Yours Faithfully,

Jupiter Mines Limited

Priyank Thapliyal

Chief Executive Officer

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