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April 3, 2024
Anastasios Arima
Chief Executive Officer
IperionX Ltd
129 W Trade Street
Suite 1405
Charlotte, NC 28202
Re:IperionX Ltd
Form 20-F/A for the Fiscal Year ended June 30, 2023
Filed February 20, 2024
Response Dated March 22, 2024
File No. 001-41338
Dear Anastasios Arima:
            We have reviewed your March 22, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our March 1, 2024
letter.
Form 20-F for the Fiscal Year ended June 30, 2023
Information on the Company, page 52
1.We note that you proposed various revisions to the annual report and technical report
summary in response to prior comment 2, pertaining to disclosures of the cut-off grade
that would be economic and appropriately utilized in quantifying mineral resources.

We understand that you are unable to support your resource estimates at the end of your
prior two fiscal years based on the 0.4% THM cut-off grade disclosed and assumptions set
forth in Section 11.8 of the technical report summary, and that you would like to instead
report a 1% THM cut-off grade using various revised assumptions, including higher
forecasted prices, lower mining costs, and improved recoveries.

 FirstName LastNameAnastasios Arima
 Comapany NameIperionX Ltd
 April 3, 2024 Page 2
 FirstName LastNameAnastasios Arima
IperionX Ltd
April 3, 2024
Page 2
We previously observed that the 2.2% THM average associated with your resource
disclosures on page 44 appears to be the cut-off grade in your revenue cost break even
calculation, based on the assumptions described in the technical report summary. Given
this correlation and considering your response, it appears that you will need to revise your
estimates of resources and associated disclosures to reflect only those volumes at or above
the 2.2% THM cut-off grade.  Please consult with the qualified person to arrange for
corresponding revisions to the technical report summary.

The types of changes proposed in your response may be considered in an updated or new
technical report summary, though would generally not be appropriate as revisions to the
prior technical report summary. However, if you commission an updated or new technical
report summary in order to support future disclosures and to introduce new assumptions
that alter the economic profile of the project, the qualified persons will need to provide
details of the revised assumptions and explain how they were determined, as may include
identifying the source of new information precipitating and supporting the change.

We suggest that you and the qualified persons refer to the guidance in Item
1302(d)(1)(i)(B) and (ii) of Regulation S-K, regarding the qualified persons evaluation
of technical and economic factors likely to influence the prospect of economic extraction,
and description of procedures, findings and conclusions. Please also refer to Item
601(b)(96)(iii)(B)(11)(iii), on the reasons for using the selected price and the underlying
assumptions, 19(i) on the methods used to demonstrate economic viability, (21) as to
additional information or explanations necessary to provide a complete and balanced
presentation of the value of the property, and (22) on risks and uncertainties that could
reasonably be expected to affect the reliability or confidence in exploration results,
mineral resource estimates, or projected economic outcomes.

The content of any updated or new technical report summary that you obtain to support
future disclosures should provide clear explanations for any changes in assumptions that
materially correlate with project economics, as may include the cut-off grade, prices,
costs and quantification of resources, relative to those requirements.
2.With regard to the changes that will be necessary to report the 2.2% THM cut-off grade,
as well as any possible future change to introduce a 1% THM cut-off grade, please
confirm that you will remove and no longer report materials having a THM % below your
economic cut-off grade in your estimates of mineral resources, notwithstanding
any intentions to process such material at your mineral wet concentration plant.

Please include an explanatory note in your amendment to explain how the resource
estimates have changed as well as the reasons, including quantification of the material that
falls below the cut-off grade and has been removed in restating your resources. Based on
the grade tonnage curve on page 27 of the technical report summary, it appears that a
significant quantity of material is below your cut-off grade and would therefore not meet
the definition of a mineral resource in Item 1300 of Regulation S-K.

 FirstName LastNameAnastasios Arima
 Comapany NameIperionX Ltd
 April 3, 2024 Page 3
 FirstName LastName
Anastasios Arima
IperionX Ltd
April 3, 2024
Page 3
3.We understand from your response to prior comment 2 that the cash flow analyses
underlying your resource estimates include revenues associated with the sale of sub-
economic material that you intend to process through a mineral wet concentration plant
(i.e. material having a THM % at or above 0.4% and below the economic cut-off grade),
and exclude the costs that would otherwise be incurred in sending the material to a
temporary stockpile and then later re-loading and re-placing the material into the mining
void to ensure progressive rehabilitation consistent with your mining plan.

Given the significant volume of sub-economic material that you have designated for
processing, please explain to us how you intend to fill the mining void to accomplish
progressive rehabilitation, describe your plans for discarding the sub-economic material at
the concentration plant after processing, and explain to us why you believe that costs
associated with both of these activities would not need to be reflected in the cash flow
analyses underlying your resource estimates, if this is your view. For example, describe
the scope of your progressive rehabilitation plans and clarify whether you regard filling
the mining void as an optional activity that you will not complete.
4.Please coordinate with the qualified persons involved in preparing the technical report
summary to ensure that content throughout the report is revised as necessary to present
and utilize details regarding the cut-off grade, estimates of resources, cash flow analyses,
and the economic assumptions underlying these various measures in a consistent manner.
Please similarly revise all corresponding information in your annual report.  We suggest
that you provide us with the draft amendments for review in advance of filing.
General
5.In your response to prior comment 1 you explain that a Form 6-K was furnished on March
25, 2024 to provide information previously filed in Australia that you had not previously
furnished on Form 6-K. However, it appears that you filed an Annual Report to
Shareholders in Australia for your fiscal year ended June 30, 2022 on August 26, 2022,
which was not included and has not yet been provided on Form 6-K.  Please separately
furnish this Annual Report to Shareholders.
            Please contact John Coleman at 202-551-3610, or Karl Hiller at 202-551-3686 with
questions regarding comments on your mineral properties, or Sondra Snyder at 202-551- 3332 or
Gus Rodriguez at 202-551-3752, if you have questions on the other matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation