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      VIA EDGAR SUBMISSION

      Mr. George K. Schuler and Mr. Karl Hiller

      Division of Corporation Finance

      Office of Energy & Transportation

      Securities and Exchange Commission

      100 F Street NE

      Washington, D.C. 20549

      March 31, 2023

            Re:

              IperionX Limited

      Form 20-F for the Fiscal Year ended June 30, 2022

      Filed August 26, 2022

      File No. 001-41338

      Dear Mr. Schuler and Mr. Hiller,

      Please find our response to the comments set forth in a letter dated March 20, 2023 (the “Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the
        above-mentioned Annual Report on Form 20-F for the fiscal year ended June 30, 2022 (the “2022 20-F”).  References to the “Company,” “IPX,” “we,” “us” and “our” in this letter refer to IperionX Limited, unless otherwise indicated.

      For your convenience, we have restated below in bold each comment from the Letter and supplied our responses immediately thereafter.  Page references included in our responses are to those contained in Amendment No. 1
        to the 2022 20-F (the “Amendment No. 1”).

      Form 20-F for the Fiscal Year ended June 30, 2022 Information on the Company

      B. Business Overview

      Exploration Results, page 33

            1.

              We note that you have disclosures throughout the filing referencing a Scoping Study, which is listed as Exhibit 15.1, originally filed July 1, 2022 on Form 6-K.  Please discuss this
                terminology with the qualified persons as it appears the technical report summary should be identified as an initial assessment, rather than a scoping or conceptual study, to utilize terminology that is prescribed by Item 1300 of Regulation
                S-K.

      Unless you or the qualified persons do not believe the report meets the definition of an initial assessment, which would be necessary to support your disclosures of resources, please arrange to
        obtain and file a revised technical report summary that is properly identified as an initial assessment rather than a scoping study, and similarly conform your references to the report in your filing.  However, if you do not believe the report
        would be properly characterized as an initial assessment, tell us the reasons in your response.

      Response 1:  In response to the Staff’s comment, we plan to file a revised technical report summary that is properly identified as an initial assessment rather than a scoping study,
          and conform our references to the report in our filing of Amendment No. 1.  We agree that our report would qualify as an initial assessment, which Item 1300 defines as a preliminary technical and economic study of the economic potential of all or
          parts of mineralization to support the disclosure of mineral resources.

      D. Property, Plant and Equipment

      Titan Project, page 42

            2.

              We see that you have included a map on page 47, which appears to show the general location of the Titan Project.  However, you must describe and illustrate with a map the location of your
                property, accurate to within one-mile, using an easily recognizable coordinate system, to comply with Item 1304(b)(1)(i) of Regulation S-K.  Please expand your disclosures to provide the required description and map.

      Response 2:  In response to the Staff’s comment, we will include a map with proper engineering detail showing the location of our property, as set forth in Annex A attached
          hereto.

            3.

              We note that you do not disclose the basket or weighted average price for your composite measure of Total Heavy Minerals (THM), used in determining your resource estimates; the associated
                metallurgical recoveries; or the operational costs and other parameters involved in establishing the economic cutoff grade.

      Please modify your filing to include such details along with a description of the methodology and calculation used to determine your cutoff grade estimate to comply with Item 1302(d)(2) of Regulation
        S-K.  This information should accompany your disclosures of resource estimates either in footnotes to the tabulations or in adjacent disclosures.

      Response 3: In response to the Staff’s comment, we will revise the disclosure as set forth as underlined texts in Annex A attached hereto. The Company respectfully advises
          the Staff that, based on discussions with the Qualified Persons, the basket price of THM is not typically used in the heavy mineral sands industry; instead, the individual heavy mineral prices are used.

      Exhibit 15.1

      Technical Report Summary on the Titan Project, page E-0

            4.

              The remaining comments in this letter pertain to the Technical Report Summary and the applicable content requirements.  Please discuss these with the qualified persons involved in preparing
                the report.  You will need to obtain and file a revised Technical Report Summary to address these concerns.  We suggest that you provide us with the revisions that are proposed to address these comments in advance of filing an amended
                report.

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      Response 4:  In response to the Staff’s comment, we are hereby filing our proposed responses as set forth in Annex A attached hereto, in advance of filing an amended
          technical report summary to address these concerns.

      Section 11.8 - Cut-off Grade, page E-28

            5.

              Provide a description of the cutoff grade calculation and methodology, including all relevant parameters to comply with Item 601(b)(96)(iii)(B)(11)(iii).  Such disclosures should specify
                the cutoff grade utilized in preparing the resource estimates, the Total Heavy Minerals (THM) basket price, metallurgical recovery for each component, all cost factors reflected in the estimate, and other details specified in the guidance
                above.

      Response 5: In response to the Staff’s comment, we will revise the disclosure as set forth in Annex A attached hereto. The Company respectfully advises the Staff that, based
          on discussions with the Qualified Persons, the basket price of THM is not typically used in the heavy mineral sands industry; instead, the individual heavy mineral prices are used.

      Section 13.3 - Production Target and Mine Schedule, page E-32

            6.

              We understand that an optimized annual mining schedule has been prepared for the planned operations, targeting higher-grade materials.  Provide disclosure of the modified cutoff grade used
                for the optimized schedule along with the associated parameters, such as basket price, metallurgical recovery, and cost factors, and explain how and when the remaining resources will be mined and processed, or clarify if there are no such
                plans.

      Response 6: In response to the Staff’s comment, we will revise the disclosure as set forth in Annex A attached hereto. The Company respectfully advises the Staff that, based
          on discussions with the Qualified Persons, the basket price of THM is not typically used in the heavy mineral sands industry; instead, the individual heavy mineral prices are used.

            7.

              Provide (i) the final pit outline and (ii) disclosures of the numeric values for the annual Life of Mine (LOM) production for waste material and ore, along with the associated grades, to
                comply with Item 601(b)(96)(iii)(B)(13) of Regulation S-K.

      Response 7: In response to the Staff’s comment, we will revise the disclosure  as set forth in Annex A attached hereto.

      Section 16.2 - Price Forecasts, page E-48

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            8.

              Provide a description of the individual salable product specifications and present the five- year historic prices with your forecast pricing to comply with Item 601(b)(96)(iii)(B)(16)(i) of
                Regulation S-K.

      Response 8: In response to the Staff’s comment, we will revise the disclosure as set forth in Annex A attached hereto.

      Section 17.1 - Environmental Studies, page E-49

            9.

              Provide the qualified persons opinions as to the adequacy of the current environmental plans to comply with Item 601(b)(96)(iii)(B)(17)(vi) of Regulation S-K.

      Response 9: In response to the Staff’s comment, we will revise the disclosure as set forth in Annex A attached hereto.

      Section 19 - Economic Analysis, page E-57

            10.

              Provide a detailed life-of-project cash flow analysis including the annual numerical values for all appropriate and associated line items to comply with Item 601(b)(96)(iii)(B)(19)(ii) of
                Regulation S-K.  For example, this should include commodity prices, revenues, operational costs, capital costs, taxes, reclamation/closing costs, royalties, quantities of the mined and processed materials, associated grades, and the salable
                product quantities.

      Response 10: In response to the Staff’s comment, we will revise the disclosure as set forth in Annex A attached hereto.

            11.

              As inferred resources appear to have been included in deriving the after tax cash flow information, a separate after tax cash flow analysis excluding inferred resources should be presented
                with equal prominence to comply with Item 601(b)(96)(iii)(B)(19)(iv) and 1302(d)(4)(ii)(C) of Regulation S-K.

      Response 11: In response to the Staff’s comment, we will revise the disclosure as set forth in Annex A attached hereto.

              Sincerely,

              /s/ Greg Swan

              Greg Swan

              Chief Financial Officer

      Via E-mail:

            cc:

              Jeanne McMullin, Chief Legal Officer

      Eric Scarazzo, Gibson, Dunn & Crutcher LLP

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    Annex A

    Response No. 2

    Figure 2: Titan Project location of properties containing mineral resources (the coordinate system and datum used for modeling is UTMZ16N, NAD83)

    Response No. 3

    We have reported mineral resources, prepared in accordance with Subpart 1300 requirements of the SEC as part of our exploration and evaluation activities. On July 1, 2022, we filed a technical report summary for our
      Titan Project, dated June 30, 2022, which report is an exhibit to this Annual Report on Form 20-F. As of June 30, 2022, we have reported 431 million metric tons of mineral resources at a grade of 2.2% total heavy minerals (“THM”), containing 9.5
      million metric tons of THM at a 0.4% cut-off. Slimes (“SL”) and oversize material accounts for approximately 20% and 2.5% of the THM fraction respectively. Mineralization occurs as a single, large, and coherent near-surface deposit. In addition,
      preliminary analysis of valuable heavy minerals (“VHM”) (which form a proportion of the THM) indicates a valuable mineral assemblage consisting of zircon, rutile, ilmenite, rare earth elements (“REE”), and staurolite.

    The estimated economic cut-off grade of 0.4% THM utilized for resource reporting purposes has been calculated using on a revenue cost break even calculation and is based on the following assumptions:

          •

            a rutile price of $1,030/t, an ilmenite price of $200/t, a rare earth concentrate price of $4,821/t, and a zircon price of $1,405/t. These prices are based on the historical 2017 to 2021 annual average prices and are considered
                conservative given spot pricing is higher than the assumed prices;

          •

            recovery factors of 82.6% for ilmenite, 60.9% for rutile, 77.1% for rare earth concentrate and 90.8% for zircon;

          •

            operating cost estimates of $3.00/t ROM mining, $3.00/t ROM processing, $0.40/t ROM transport and $0.90/t ROM general and administrative costs; and

          •

            a royalty of 5% is included in the cut-off grade.

    Response No. 5

            11.8

              Cut-off Grade

      A nominal bottom cut of 0.4% THM is offered, based on preliminary assessment of resource value and anticipated operational cost evaluated through preliminary engineering work.

      The estimated economic cut-off grade of 0.4% THM utilized for resource reporting purposes has been calculated using a revenue cost break even calculation and is based on the following assumptions:

            •

              a rutile price of $1,030/t, an ilmenite price of $200/t, a rare earth concentrate price of $4,821/t, and a zircon price of $1,405/t. These prices are based on the historical
                  2017 to 2021 annual average prices and are considered conservative given spot pricing is higher than the assumed prices;

            •

              recovery factors of 82.6% for ilmenite, 60.9% for rutile, 77.1% for rare earth concentrate and 90.8% for zircon;

            •

              operating cost estimates of $3.00/t ROM mining, $3.00/t ROM processing, $0.40/t ROM transport and $0.90/t ROM general and administrative costs; and

            •

              a royalty of 5% is included in the cut-off grade.

      SEC Regulation S-K 1300 requires that all reports of Mineral Resources must have reasonable prospects for eventual economic extraction regardless of the classification of the resource.

      As detailed in the Scoping StudyInitial Assessment, Mineral Resources are amenable to exploitation, incorporating a multi-decade mine life
        and the application of conventional mining and processing technology. IperionX has used TZMI as the basis for pricing of ilmenite, rutile and premium zircon products, and Adamas Intelligence for monazite concentrate. Prices are detailed in
          Table 21, with recovery factors of 82.6% for ilmenite, 60.9% for rutile, 77.1% for monazite concentrates and 90.8% for zircon products.

      The QP has used this information as the basis for determining reasonable prospects for eventual economic extraction.

    Response No. 6

            13.3

              Production Target and Mine Schedule

      Pit optimizations were completed in order to produce a production schedule on an annual basis. This resulted in a total Production Targets of 243 Mt @ 3.0% THM In-Situ with a mine life of 25 years.
        The mining schedule delivers an outcome with the first 14 years mining 100% of indicated  mineralized resource only, and the remaining years mining the inferred mineralized resource, resulting in a total mine life of 25 years. The schedule is based
        on 57% of the total mine ROM material being in an Indicated category. Currently we have no plans to mine and process the remaining mineral resources located outside of this optimized pit; however our plans may
          change as the market evolves.

      The mine schedule is planned to provide a continuous rougher head feed rate of 1,000 tons per hour. The cut-off grade is defined at 1.00% HMTHM
        based on preliminary economic assessment.

      The estimated economic cut-off grade of 1.0% THM utilized for the purposed of determining the optimized pit in the Initial Assessment is based on the following
          assumptions:

            •

              TZMI forecast pricing for ilmenite, rutile and premium zircon products, and Adamas Intelligence forecast pricing for rare earth concentrate as set out in Table 16;

            •

              recovery factors of 81.0% for ilmenite, 72.3% for rutile, 88.2% for rare earth concentrate and 83.3% for zircon;

            •

              operating cost estimates of $1.94/t ROM mining, $3.60/t ROM processing, $0.53/t ROM transport and $1.56/t ROM capital expenditures; and

            •

              a royalty of