JUPITER MINES LIMITED

ABN 51 105 991 740

Announcement

23 January 2017

JUPITER MINES LIMITED

Level 10, 16 St Georges Terrace, Perth

WA, 6000

Tel: +61 8 9346 5500

Fax: +61 8 9481 5933

Email: info@jupitermines.com

Contacts: Priyank Thapliyal Melissa North

Email:

info@jupitermines.com

Website:

www.jupitermines.com

Directors/Officers Brian Gilbertson Paul Murray

Andrew Bell Priyank Thapliyal Sungwon Yoon

Melissa North

Issued Capital:

Shares: 2,281,835,383

Unlisted Opts: Nil

Current Projects:

  • Production of manganese

  • Advanced iron ore feasibility studies

JUPITER PRICES ITS BUY-BACK AT US$0.40 PER SHARE Jupiter Mines Limited ("Jupiter" or "Company") is pleased to announce the details of an off- market equal access share buy-back ("Buy Back") pursuant to which it intends to return US$55 million (approx. AU$73 million) to its shareholders ("Shareholders").

All Shareholders will be made an equal offer to buy-back 6% of their shares in Jupiter ("Shares"), at a set price of US$0.40 (approx. AU$0.53) per Share. This represents a premium in excess of 5x the price at which Shares last traded on the ASX.

The Buy-Back will be funded from a ZAR499 million loan repayment from Tshipi é Ntle Manganese Mining, and from existing cash reserves.

The Board believes that the Buy-Back is an efficient means of returning to Shareholders excess capital arising from record production and profitability at its flagship Tshipi manganese mine during the financial year ending on 28 February 2017 ("FY 2017"). Jupiter's balance sheet will remain strong following the Buy-Back. Should manganese prices remain at current levels, healthy cash flow generation at Tshipi will continue and further distributions might then follow in due course.

The Directors of Jupiter who hold Shares will fully accept the Buy-Back.

The Buy-Back will be conducted by way of an off-market process which will open on Monday, 30 January 2017. The Buy-Back will be open to all Shareholders who hold Shares as at the record date, being Wednesday, 25 January 2017, and participation will be voluntary. If a Shareholder chooses not to participate, they will retain all of their Shares and the Company will hold the funds that would otherwise have been spent on the purchase of their Shares.

The indicative timetable for the Buy-Back is as follows:

Event

Date

Booklet lodged with ASIC

Tuesday 24 January 2017

Record date of buy-back offer

Wednesday 25 January 2017

Booklet dispatched to shareholders

Monday 30 January 2017

Opening date

Monday 30 January 2017

Closing date

Tuesday 7 March 2017

Acceptances processed

Friday 10 March 2017

Cancellation of shares

Monday 13 March 2017

Dispatch of confirmation letters

Monday 13 March 2017

Dispatch of payment to buy-back participants

Monday 13 March 2017

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

The Offer Booklet to be dispatched to Shareholders on Monday, 30 January 2017 will contain full terms and conditions of the Buy-back Offer. It will also be available on the Jupiter website.

With Tshipi having achieved a three-year operating track-record and healthy profits in FY 2017, and with a record production target of 3mtpa for the financial year ending on 28 February 2018, the Directors have resolved to consider strategic options to enhance shareholder value. This may include the relisting of Jupiter on the ASX in 2017. Advisors will be appointed shortly to progress this further.

Yours faithfully,

Jupiter Mines Limited

Priyank Thapliyal

Chief Executive Officer

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Jupiter Mines Limited published this content on 23 January 2017 and is solely responsible for the information contained herein.
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