Jupiter Mines (JMS) Investor Update summary

Transaction overview

• Exxaro has entered a binding agreement to acquire 50.1% of Tshipi and 19.99% of Jupiter at AUD 0.317 per share, subject to regulatory approvals, with completion expected in Q1 2026.

• Exxaro will purchase 392,012,248 Jupiter shares at ZAR 3.69 per share, equivalent to A$0.317 per share.

• The acquisition includes marketing rights for 50.1% of Tshipi's ore sales.

• Jupiter will retain a 49.9% stake in Tshipi and maintain joint control over its operations; existing shareholder agreements remain unchanged.

• The transaction supports Jupiter's strategy to consolidate and create value in the Kalahari Manganese Field.

Governance and control

• Joint control of Tshipi will continue, with both Exxaro and Jupiter required to agree on operational decisions; reserved matters need a 75% majority.

• The board structure of Tshipi is set by the shareholders' agreement, with changes expected only after transaction completion and regulatory approvals.

• The shareholders' agreement includes provisions for future Kalahari acquisitions to be considered through Tshipi, maintaining alignment on expansion.

• Jupiter will retain joint control of Tshipi, and existing shareholder agreements remain unchanged.

About Exxaro

• Exxaro is a diversified, JSE-listed mining group with coal, iron ore, zinc, and renewable energy assets.

• The company has a market capitalization of ZAR35.57 billion (A$3.06 billion) as of May 2025.

• Exxaro employs 6,966 permanent staff and is recognized for its Broad-Based Black Economic Empowerment (B-BBEE) credentials.

• Its energy business, Cennergi, is fully owned and operates two windfarms.

• Exxaro holds significant stakes in the Richards Bay Coal Terminal, Sishen Iron Ore Company, and Black Mountain zinc operations.