JUPITER MINES LIMITED NOTICE OF GENERAL MEETING

25 March 2021

Dear Shareholder

Due to the COVID-19 pandemic and related restrictions on travel and social distancing, Jupiter Mines Limited ("Jupiter") will be holding a hybrid General Meeting ("Meeting").

Jupiter will be holding its Meeting on Tuesday, 27 April 2021 at 5:00pm (AEST) at the Company's offices at Level 10, 16 St Georges Terrace, Perth, Western Australia, and online via a virtual meeting with live audio webcast. SHAREHOLDERS ARE ENCOURAGED TO ATTEND THE VIRTUAL MEETING INSTEAD OF THE COMPANY'S OFFICES. Refreshments will not be provided at the Company's offices.

Further, please note the following:

  • Physical attendance at the Meeting is not encouraged. Attendance via the virtual meeting platform with live audio webcast is preferred. The Meeting will be presented via the live audio webcast.

  • Shareholders will be able to attend the Meeting by logging in athttps://agmlive.link/JMSGM21.Further details are provided in the Notice of General Meeting. Please follow the Online User Guide which, along with the Notice of General Meeting, can be viewed and downloaded at the following link:https://www.jupitermines.com/2021NoticeofGMApril.

  • Shareholders are encouraged to vote by proxy as set out in more detail in the attached proxy form.

  • Proxy votes will be treated as final.

  • All voting at the Meeting will be conducted by poll.

  • Shareholders are strongly urged to appoint the Chair of the Meeting as their proxy. Shareholders can complete the proxy form to provide specific instructions on how a vote is to be exercised on each item of business, and the Chair of the Meeting must follow your instructions.

  • Questions for the Board can be emailed toinvestorrelations@jupitermines.com no later than 5:00pm (AEST), Tuesday, 20 April 2021. Shareholders will be able to submit questions during the Meeting also.

If you have any queries, please contact the Company Secretary atinvestorrelations@jupitermines.com.

For, and on behalf of the Board,

Melissa North

Company Secretary

ACN 105 991 740

Notice of General Meeting, Explanatory Statement and Proxy Form

Date: Tuesday, 27 April 2021

Time: 5:00pm AEST

Place: Due to the restrictions imposed by the COVID-19 pandemic, the

Company will be holding its General Meeting online and at the Company's registered office. Shareholders are encouraged to attend the

Meeting by live audio webcast.

Contents

Notice of General Meeting

7

Proxy Appointment and Voting Instructions

8

Explanatory Statement

11

Glossary

41

Schedule 1 - CYIP Tenements

44

Schedule 2 - Pro Forma Statement of Financial Position

45

Annexure 1 - Juno Prospectus

attached

Important dates

An indicative timetable of key proposed dates is set out below. These dates are indicative only and are subject to change.

Last day for receipt of Proxy Forms - Proxy Forms received after this time will be disregarded:

5:00pm AEST on Sunday, 25 April 2021

Snapshot date for eligibility to vote:

5:00pm AEST on Sunday, 25 April 2021

General Meeting:

5:00pm AEST on Tuesday, 27 April 2021

Important information

Meeting Attendance

As a result of the COVID-19 pandemic, the Company will be holding its General Meeting at Company's offices at Level 10, 16 St Georges Terrace, Perth, Western Australia and online via a virtual meeting with live audio webcast. Shareholders are encouraged to attend the virtual meeting instead of the

Company's offices. Refreshments will not be provided at the Company's offices.

Shareholders who wish to attend virtually should follow the Online User Guide accompanying this Notice of General Meeting.

Attending the General Meeting online enables Shareholders to listen to the General Meeting live, view slides in time with the Chairman presentations, vote on the Resolution and submit questions.

Purpose of documents

This Notice of Meeting and Explanatory Statement has been prepared for the purpose of seeking Shareholder approvals to give effect to the reduction of the Company's capital by way of a Distribution to Eligible Shareholders of Juno Shares received.

Juno Prospectus

This Notice of Meeting and Explanatory Statement annexes the Prospectus issued by Juno at Annexure A. The Company recommends that all Shareholders read the Prospectus carefully and consider it in conjunction with this Notice of Meeting and Explanatory Statement. It contains important information in relation to Juno and Juno Shares.

The Prospectus dated 25 March 2021 is a replacement prospectus and replaces the prospectus dated 21 January 2021.

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The Company is not aware of any other information that is material to a Shareholder's decision on how to vote in relation to Resolution 1 other than as disclosed in this Notice of Meeting and Explanatory Statement (including the Prospectus).

Offer of Juno Shares

In accordance with ASIC regulatory guidance, the invitation to Shareholders (other than Eligible Shareholders) to vote on Resolution 1 (Reduction of capital) constitutes an "offer" (for the purposes of Chapter 6D of the Corporations Act) to transfer Juno Shares to Eligible Shareholders under the Distribution, for which a prospectus is required unless a statutory exception applies.

This offer by the Company pursuant to the Distribution to Eligible Shareholders will therefore be made under the Juno Prospectus with disclosures required by the Corporations Act. Accordingly, the transfer of Juno Shares by the Company to Eligible Shareholders under the Distribution will not require additional disclosure. Eligible Shareholders, other than those Eligible Shareholders who are 'related parties' (as defined in the Listing Rules) of the Company, will be able to on-sell or otherwise dispose of their Juno Shares within the first 12 months of receiving them without further disclosure.

Overseas Shareholders

This Notice and the annexed Prospectus and the does not make any offer to Shareholders with a registered address outside of Australia, Cayman Islands, Guernsey, Hong Kong, Jersey, the Netherlands, New Zealand, South Africa and the United Kingdom (Eligible Countries). The distribution of this Notice and the annexed Prospectus (including electronic copies) outside of the Eligible Countries may be restricted by law. This Notice and annexed Prospectus does not, and is not intended to, constitute an offer or invitation in any other place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation. Persons who come into possession of these documents should observe such restrictions and should seek their own professional advice about such restrictions.

Juno Shares will not be distributed to Ineligible Overseas Shareholders (i.e. Eligible Shareholders not resident in the Eligible Countries at the Record Date). Juno Shares that would otherwise be issued to such Ineligible Overseas Shareholders will instead be issued to Euroz Hartleys Limited as sale agent to sell and remit the net proceeds to Ineligible Overseas Shareholders.

No action has been taken to register or qualify the Shares or otherwise permit a public offer of such securities in any jurisdiction outside Australia.

Based on the information available to Jupiter, shareholders of Jupiter whose addresses are shown in the register on the record date for the Distribution as being in the following jurisdictions will be entitled to have Juno Shares issued to them under the Distribution subject to any qualifications set out below in respect of that jurisdiction:

  • Cayman Islands;

  • Guernsey;

  • Jersey, where the number of Jupiter shareholders is less than 50;

  • Netherlands, where (i) the Jupiter shareholder is a "qualified investor" (as defined in Article 2(e) of the Prospectus Regulation) or (ii) the number of other Jupiter shareholders is less than 150;

  • South Africa; and

  • any other person or jurisdiction in respect of which Jupiter reasonably believes that it is not prohibited and not unduly onerous or impractical to issue Shares to a Jupiter shareholder with a registered address in such jurisdiction.

Nominees, custodians and other Shareholders who hold Shares on behalf of a beneficial owner resident outside Australia, Cayman Islands, Guernsey and South Africa, may not forward this Notice of Meeting (or any accompanying document) to anyone outside these countries without the consent of Jupiter.

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Attachments

Disclaimer

Jupiter Mines Limited published this content on 25 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2021 07:02:03 UTC.