Bermuda-based Pallinghurst Resources Ltd. has announced that the shareholders of Jupiter Mines Ltd. have voted overwhelmingly to approve a deal to form a "significant" manganese and iron ore explorer and developer at Jupiter's general meeting in Perth, Australia this month.

Once the standard conditions precedent have been met, Pallinghurst will exchange its indirect interest in Tshipi é Ntle Manganese Mining (Pty) Ltd. (Tshipi) for new shares in Jupiter, the directors of Pallinghurst said in their release to the Bermuda Stock Exchange yesterday.

The terms of the Jupiter/Tshipi Transaction were announced by Pallinghurst on March 1, 2010.

Jupiter's former chairman Geoff Wedlock died in a plane crash in June and its board has invited Pallinghurst's chairman Brian Gilbertson to join as non-executive chairman.

The completion of the transaction will enable renewed focus on the mine development at Tshipi, as well as further exploration at Jupiter's Mount Ida iron ore project in the Yilgarn, and the Oakover manganese tenements in the Pilbara.

Shareholders will be notified in due course once the remaining conditions of the transaction have been concluded, which include among others, the approval of the South African Competition Commission.

Pallinghurst has agreed with Jupiter to exchange its shareholder loans in Tshipi for additional shares in Jupiter as well as to subscribe for further shares in Jupiter, in the form of an issue of shares for cash. Pallinghurst chief executive Arne Frandsen said: "This is a transformational transaction for Jupiter, and a key step in fulfilling our Steel Feed Corporation strategy. The gain of $21.6 million for the Pallinghurst shareholders represents the first value uplift of this transaction."