Jupiter Mines : Supplementary Prospectus - Juno Minerals Limited

ASX Market Announcements Office Level 4, 20 Bridge Street

SYDNEY NSW 2000

11 February 2021

JUNO MINERALS LIMITED - SUPPLEMENTARY PROSPECTUS

Jupiter Mines Limited (ASX: JMS) advises that further to the Prospectus issued by Juno Minerals Limited ("Juno") on 21 January 2021, Juno has issued a Supplementary Prospectus today.

The Supplementary Prospectus must be read together with the Prospectus. A copy of the Supplementary Prospectus is included with this letter.

For, and on behalf of the Board,

Melissa North

Company Secretary Jupiter Mines Limited

Juno Minerals Limited

ACN 645 778 892

Supplementary Prospectus

• 1. Important notices

  This supplementary prospectus is dated 11 February 2021 (Supplementary Prospectus) and was lodged with ASIC on that date. Neither ASIC nor ASX take any responsibility for the contents of this Supplementary Prospectus.

  This Supplementary Prospectus supplements and amends the prospectus dated 21 January 2021 (Prospectus) issued by Juno Minerals Limited ACN 645 778 892 (Juno or the Company).

  This Supplementary Prospectus must be read together with the Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail.

  Unless otherwise defined, a term with a defined meaning in the Prospectus has the same meaning in this Supplementary Prospectus.

  References to "Sections" are to sections of the Prospectus.

• 2. Reasons for this Supplementary Prospectus

  The purpose of this Supplementary Prospectus is to amend disclosure regarding:

  • (a) the engagement of Euroz Hartleys Limited (ACN 104 195 057; AFSL 230052) (Euroz Hartleys) and GTT Ventures Pty Ltd (ACN 601 029 636; AFSL 296877) (GTT) to provide facilitation and capital raising services to the Company in respect of the Share Offer under the Prospectus;

  • (b) expenses of the Share Offer and use of funds for the fees of Euroz Hartleys and GTT for their services;

  • (c) completion of the acquisition of the CYIP Assets pursuant to the Mining Assets Sale and Purchase Deed; and

  • (d) the existence of a royalty interest in respect of the Mount Mason Project mining lease.

  The amendments to the Prospectus and the additional matters disclosed in this Supplementary Prospectus are not considered by the Directors to be materially adverse from the point of view of an investor in Shares.

• 3. Engagement of Euroz Hartleys and GTT in respect of the Share Offer

• 3.1 Section 1 - Investment Overview

  The Prospectus is amended by including the following additional information in respect of the Company in the Investment Overview in Section 1 under the following headings:

(a)

"What material contracts has Juno entered into" - Juno Minerals has entered into agreements with Euroz Hartleys and GTT who will provide facilitation and capital raising services to the Company in respect of the Share Offer to potential investors.

The Supplementary Prospectus must be read with the Prospectus dated 21 January 2021.

(b)

"What are the expenses of the Offers?" - delete the figure "$353,253" if the Maximum Subscription is raised under the Share Offer and replace it with the following: $1,153,253 if the Maximum Subscription is raised under the Share Offer and assuming all Shares offered under the Share Offer are issued through Euroz Hartleys and GTT under the Share Offer mandate agreements (refer Section 8.6).

• 3.2 Section 2.8 - Use of funds

  The Prospectus is amended by deleting the figures in the table for "Costs of Offer" and "Total use of funds" and replacing them with the following figures:

  Funds available	No Subscription to Share Offer ($0 raised)	Maximum Subscription to Share Offer ($20,000,000)
  Costs of the Offer	$331,144	Up to $1,153,253
  Total use of funds	$4,949,373	Up to $21,204,482

• 3.3 Section 3.7 - Juno Mineral's business strategy

  The Prospectus is amended by deleting the figures in the table for "2. Costs of the Offer" and "Total committed expenditure" and replacing them with the following figures:

  Available funds	$5 million	$7 to million $10	$11 to $15 million	$16 to $20 million	$21 to $25 million
  2. Costs of the Offer*	$331,144	$553,253	$753,253	$953,253	$1,153,253
  Total committed expenditure	$4,949,373	$6,521,482	$11,476,482	$11,846,482	$21,204,482

  * Costs of the Offer assumes that all funds raised under the Share Offer are raised pursuant to the mandate agreements with Euroz Hartleys and GTT referred to in Section 8.6 and a 4% capital raising fee is paid on all funds raised under the Share Offer. Amounts stated are the maximum costs that may be paid.

• 3.4 Section 8 - Material Contracts

  The Prospectus is amended by inserting a new "Section 8.6 - Share Offer mandate agreements" and the following additional information:

  • (a) The Company has entered into an agreement with Euroz Hartleys for marketing and facilitation services in respect of part of the Share Offer. The material terms of the agreement are as follows:

    • • Euroz Hartleys will assist the Company on a best endeavours basis to facilitate part of the Share Offer with potential investors. Euroz Hartleys does not act as underwriter to the Share Offer or commit to subscriber for any Shares.

    • • The Company agrees to pay Euroz Hartleys a fee of 4% (exclusive of GST) for all Shares subscribed for under the Share Offer through Euroz Hartleys.

  • (b) The Company has entered into an agreement with GTT for the provision of capital raising services in respect of the Share Offer. The material terms of the agreement are as follows:

    • • GTT is engaged by the Company to place on a best endeavours basis, 40,000,000 Shares at the issue price of $0.25 per Share by the Closing Date. GTT does not act as underwriter to the Share Offer.

The Supplementary Prospectus must be read with the Prospectus dated 21 January 2021.

• • The Company agrees to pay GTT a fee of 4% (exclusive of GST) of the capital raised under the capital raising services pursuant to the agreement.

• 3.5 Section 10.6 - Expenses of the Share Offer

  The Prospectus is amended by is amended by disclosing the following information in the table in Section 10.9 in respect of capital raising fees and a revision to the total amount of expenses to the Share Offer:

  Expense	No Subscription to Share Offer ($0 raised)	Maximum Subscription to Share Offer ($20,000,000)
  Capital raising fees	$0	Up to $800,000
  Total	$331,144	Up to $1,153,253

• 3.6 Section 10.9 - Interests of experts and advisers

  The Prospectus is amended by disclosing the following information in the table in Section 10.9:

  Expert/advisor	Service or function	Amount paid to be paid
  Euroz Hartleys Limited	Capital raising services	Euroz Hartleys will be paid up a fee of 4% of funds raised under the Share Offer through Euroz Hartleys (plus GST and any disbursements) for the provision of capital raising services to the Company in respect of the Share Offer. Euroz Hartleys has not been paid and is not entitled to be paid any amount by Juno Minerals for any services provided in the period 2 years prior to the Prospectus Date.
  GTT Ventures Pty Ltd	Capital raising services	GTT will be paid up a fee of 4% of funds raised under the Share Offer through GTT (plus GST and any disbursements) for the provision of capital raising services to the Company in respect of the Share Offer. GTT has not been paid and is not entitled to be paid any amount by Juno Minerals for any services provided in the period 2 years prior to the Prospectus Date.

• 3.7 Consents and amendment to Section 10.10 - Consent statements

  Each of Euroz Hartleys and GTT have consented to the issue and lodgement of this Supplementary Prospectus and to being named in the Supplementary Prospectus and the Prospectus (as amended by the Supplementary Prospectus) (together, Amended

The Supplementary Prospectus must be read with the Prospectus dated 21 January 2021.