SecProbe.io

<DOCUMENT>
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 April 1, 2025

Marcela Castro
Chief Financial Officer
IperionX Limited
129 W Trade Street Suite 1405
Charlotte, North Carolina 28202

 Re: IperionX Limited
 Form 20-F for the Fiscal Year ended June 30, 2024
 Filed October 30, 2024
 File No. 001-41338
Dear Marcela Castro:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 March 21, 2025

 VIA EDGAR

 Division of Corporation Finance
 Office of Energy & Transportation
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

 Re:

 IperionX Limited

 Form 20-F for the Fiscal Year ended June 30, 2024
 Filed October 30, 2024
 File No. 001-41338

 To Whom It May Concern:

 On behalf of IperionX Limited (the “ Company ” or “ IperionX ”), this letter responds to your letter, dated February 21, 2025 (the “ Comment Letter ”), regarding the above-referenced Registration
 Statement on Form 20-F for the Fiscal Year ended June 30, 2024, filed on October 30, 2024.  Each comment of the Staff of the Division of Corporation Finance (the “ Staff ”) is set forth below, followed by the corresponding response.  For ease
 of reference, the headings and numbered paragraphs below correspond to the headings and numbered comments in the Comment Letter.  Each response of the Company is set forth in ordinary type beneath the corresponding comment of the Staff appearing in
 bold type.

 Form 20-F for the Fiscal Year ended June 30, 2024

 Business Overview, page 24
 Our Production Facilities, page 34

 1.

 We note that you included some proposed disclosures in response to prior comment one regarding government funding utilized in constructing your Titanium Production Facility (TPF) and understand that you incur
 the expenditures that are expected to be covered by the arrangement in advance of requesting and receiving the funds.

 Please further revise the disclosures that you have proposed to clarify the following with respect to costs and funding under the arrangement.

 •

 the criteria that defines permissible expenditures

 •

 the extent to which costs incurred that were funded or that are expected to be funded were capitalized or expensed in advance of requesting reimbursement

 •

 the manner of accounting for funds that are received in offsetting or reversing the entries related to your initial accounting for costs

 •

 the nature and utility of the assets acquired and their relevance to the functional processes that comprise the TPF

 •

 the amount of funds received under the arrangement each period and cumulatively

 Division of Corporation Finance
 Office of Energy & Transportation
 U.S. Securities and Exchange Commission
 March 21, 2025
 Page 2

 With regard to the fourth point above and your disclosure on page 36, stating that funds are "...being applied towards the TPF to reach its initial Phase I production capacity of 125 tpa.," it should
 be clear whether assets acquired with the funds have become integral to the operation of the facility, and if so whether there would be any practical approach to relinquishing those assets to the government without jeopardizing your ability to
 operate the TPF. Please address this uncertainty in the context of Item 3.D of Form 20-F by describing the risk of being unable to operate the TPF if you are required to return assets acquired with government funds.

 Response 1 :

 The Company proposes to add the following description of the agreement and description of the accounting treatment in its upcoming Form 20-F for the year ending June 30, 2025 . The
 added disclosure language (as compared to our response dated as of February 18, 2025) is underlined .

 Form 20-F
 Business Overview

 During fiscal 2024, the U.S. Department of Defense (“DoD”) contracted to award the Group US$12.7 million in funding under the Defense Production Act (“DPA”)
 Title III authorities to address U.S. titanium supply chain vulnerabilities. This funding is being applied towards the Group’s titanium production facility in Virginia. The agreement has an initial term of 39 months, scheduled to terminate on
 January 30, 2027, and provides that it may be extended by mutual agreement. Under the agreement, the Company and the U.S. government have agreed to use best efforts to achieve the goals of the agreement, which include the Company conducting a
 research and development program with respect to titanium technology.  The agreement provides for the U.S. government to fund up to $12.7 million and the Company to provide funding up to approximately $13.4 million during the term of the
 agreement.  The Company can acquire equipment or real property and designate the related purchase price as reflecting the government’s share of funding or the Company’s share of funding.

 Pursuant to the terms of the agreement, the cost principles applicable to the agreement are contained in 2 CFR 200, Subpart E, Cost Principles, and the
 recipient shall establish or apply cost principles or standards in accordance with 32 CFR 37.625. Under 2 CFR 200, Subpart E, Cost Principles, costs must meet the following criteria to be allowable under federal awards: (i) be necessary and
 reasonable for the performance of the award; (ii) conform to any applicable limitations or exclusion as to types and amounts; (iii) be consistent with policies and procedures that apply uniformly to both federally financed and other activities of
 the recipient; (iv) be accorded consistent treatment; (v) be determined in accordance with generally accepted accounting principles; (vi) not be included as a cost or used to meet cost sharing requirements of any federally-financed program in the
 current or prior period; (vii) be adequately documented; and (viii) in relation to administrative closeout costs, be incurred until the due date of the final report.  Additionally, the Company uses the Federal Acquisition Regulation (FAR) Part 31
 and its internal regulations entitled “Unallowable Cost Policy” to determine which costs are reimbursable.   To the extent designated as the government’s share, the Company is entitled to request reimbursement from time to time of the cost to
 purchase.

 Division of Corporation Finance
 Office of Energy & Transportation
 U.S. Securities and Exchange Commission
 March 21, 2025
 Page 3

 For accounting purposes, the Company’s role with respect to the equipment is to acquire it on behalf of the government in an agency capacity. Upon
 procurement of the asset for the government, only a receivable is recognized reflecting the reimbursement due from the government. No amounts are capitalized or expensed by the Company.

 As of June 30, 2025, the Company has procured assets on behalf of the government that cost approximately $[12.7] million for which the Company has sought
 reimbursement under the agreement.  As of June 30, 2025, the Company has received total cash reimbursements of approximately $[11.4] million for such assets, including approximately $[4.7] million in fiscal 2024 and approximately $[6.7] million
 in fiscal 2025. The remaining approximately $[1.3] million is recorded as a receivable as of June 30, 2025 which is expected to be received in subsequent fiscal years.

 Title to all equipment and real property acquired with federal funds vests with the government throughout the agreement. The government can elect to, but is
 not obliged to, transfer such title to all or a portion of the equipment or real property to the Company at the end of the agreement, which is scheduled to terminate on January 30, 2027, if the Company’s performance is satisfactory and provided
 that (a) the Company has used the equipment or real property for the authorized purposes of the project funding until funding for the project ceases, (b) the Company has not encumbered the equipment or real property without approval of the
 government, and (c) the Company has otherwise complied with the terms of the agreement. All equipment acquired with federal funds is tagged and segregated from equipment acquired with Company funds using a Property Control List that tracks all
 equipment purchased under the agreement. The Property Control List is submitted quarterly to the government and includes a description of the equipment, an asset number, manufacturer's serial number, ordered date, received date, installed date,
 location of the asset, and disposition date (if applicable). When the equipment arrives at our Virginia facility, it is tagged with an identification tag marked “Property of the Government of the United States” and which also included the serial
 number, asset number, and date received.

 Through June 30, 2025, the Company has used government funds primarily to acquire equipment used to produce titanium powder from recycled sources of scrap at the construction
 site.  The assets acquired are designed to establish, outfit and operationalize the TPF in accordance with the Statement of Work included in the DPA agreement.  Although these assets are integral to the operation of the TPF, in the scenario in
 which the U.S. government does not relinquish these assets to the Company at the end of the agreement, the Company would seek to acquire or lease such equipment from the government, replace such equipment with new equipment using the Company’s
 existing cash reserves, or consider other options. See "Item 3. Key Information – D. Risk Factors."

 Risk Factors
 Risks Related to Our Business

 Some of our assets used in the Titanium Production Facility are acquired with federal government funds. The government holds the title
 with respect to such assets.

 Division of Corporation Finance
 Office of Energy & Transportation
 U.S. Securities and Exchange Commission
 March 21, 2025
 Page 4

 Our operations, particularly the Titanium Production Facility ("TPF"), rely on federal funds for the acquisition of certain assets, including equipment and
 real property. See "Item 4. Information on the Company – B. Business Overview." Under the terms of this funding arrangement, title to all equipment and real property acquired with federal funds vests with the government. The government can elect
 to, but is not obliged to, transfer such title to all or a portion of the equipment or real property to the Company at the end of the agreement, which is scheduled to terminate on January 30, 2027, if the Company’s performance is satisfactory and
 subject to other conditions. This arrangement presents several risks to our business:

 •

 Loss of Use of Certain Assets: Because the title to these assets is held by the government, we do not have full control over them. Any changes in government policy or a decision by the government not to
 transfer title of some or all of these assets to the Company at the end of the agreement could adversely affect our operations. If the government were to exercise its rights to reclaim these assets, we might be unable to continue
 operating the TPF effectively.

 •

 Operational Disruptions: Some of the assets acquired with federal funds are integral to the operation of the TPF. If we are required to relinquish these assets to the government, it could jeopardize our
 ability to operate the facility. This could lead to operational disruptions, increased costs, and potential loss of revenue.

 •

 Dependency on Federal Funding: Our reliance on federal funds for acquiring certain assets makes us dependent on continued government support. Any reduction in federal funding or changes in the terms of
 funding could impact our ability to acquire or operate certain assets in the future, thereby affecting our operational capabilities and financial performance.

 •

 Regulatory and Compliance Risks: The use of federal funds subjects us to additional regulatory and compliance requirements. Any failure to comply with these requirements could result in penalties, loss of
 funding, or other adverse consequences that could negatively impact our business operations.

 •

 Financial Implications: Any decision by the government not to transfer title of some or all of these assets to the Company at the end of the agreement may necessitate additional expenditures to replace or
 replicate these assets, thereby increasing our capital expenditures and affecting our financial condition.

 In summary, our dependence on federal funds and the resulting government ownership of certain assets poses risks to our operations,
 financial performance, and overall business continuity.

 Division of Corporation Finance
 Office of Energy & Transportation
 U.S. Securities and Exchange Commission
 March 21, 2025
 Page 5

 Notes to Financial Statements
 Note 6. Trade and other receivables

 During fiscal 2024, the U.S. DoD contracted to award the Group US$12.7 million in funding under the DPA Title III authorities to address U.S. titanium supply
 chain vulnerabilities. This funding is being applied towards the Group’s titanium production facility in Virginia. Pursuant to the agreement, title to all assets acquired with federal funds vests with the government. The government can elect to,
 but is not obliged to, transfer such title to all (or some) of the equipment or real property to the Company at the end of the agreement, which is scheduled to terminate on January 30, 2027, if the Company’s performance is satisfactory and provided
 that the Company has otherwise complied with the terms of the agreement. Accordingly, the Company does not control the assets acquired with federal funds, even where the conditions of the agreement are complied with, and so there is no current
 government grant to be recognized. Instead, for accounting purposes, the Company’s role with respect to the equipment is to acquire it on behalf of the government in an agency capacity. Upon procurement of the asset for the government, only a
 receivable is recognized reflecting the reimbursement due from the government. If, per the agreement, the government subsequently decides to transfer title of the assets to the Company at the end of the program, this is the point at which a
 government grant would crystallize and the Company would record a non-monetary government grant in accordance with IAS 20 ‘Accounting for Government Grants and Disclosure of Government Assistance’.

 2.

 Given your disclosures indicating that the government funds received may eventually become a grant, disclose your expectations in this regard, and explain how this would be reported in your financial statements
 and how you would consider the nature of the expenditures that had been made in accounting for the event.

 With regard to your accounting policy, please clarify how the amounts expended and received each period are reflected in your financial statements (e.g. in the balance sheets, statements of
 operations, and statements of cash flows), considering that expenditures are made before you submit requests for reimbursement.

 On a related point, tell us why the increase in Trade and Other Receivables shown in Note 6 on page F-17, which includes a $1.7 million receivable related to the contract, appears as a reconciling
 item (a negative adjustment) in determining operating cash flows in Note 5. Please clarify why there would be a credit reflected in the loss, as suggested by this presentation, and provide us with a schedule of all related expenditures and funding
 that is reflected in your financial statements, including the amounts and line items in which the activity has been reported.

 Please also provide us with a schedule of the amounts ascribed to assets for which funding was received and that are no longer reported in your financial statements as of June 30, 2024, reconciled to
 the cumulative funding received at that point, and showing the amounts expended in relation to your $13.4 million commitment, along with details of how those amounts are reported in your financial statements.

 Response 2 :

 As of February 2025, we have used the funds for the purposes of the purchase, installation, and operationalization of equipment used to produce titanium powder from recycled sources of scrap at the construction site.
 We believe our activities are in accordance with the plan we provided to the government prior to the granting of the funds. Pursuant to the terms of the DPA funding arrangement, to the extent our performanc

CORRESP
1
filename1.htm

      March 7, 2025

      VIA EDGAR

      Division of Corporation Finance

      Office of Energy & Transportation

      U.S. Securities and Exchange Commission

      100 F Street, N.E.

      Washington, D.C. 20549

            Re:

              IperionX Limited

                Form 20-F for the Fiscal Year ended June 30, 2024

                Filed October 30, 2024

                File No. 001-41338

      To Whom It May Concern:

      On behalf of IperionX Limited (the “Company”), this letter responds to your letter, dated February 21, 2025 (the “Comment Letter”), regarding the above-referenced Annual Report on Form 20-F for the Fiscal
        Year ended June 30, 2024, filed on October 30, 2024.  We are working to respond to the Comment Letter but require additional time.  Accordingly, we are requesting until Friday, March 21, 2025, to allow additional time to compile our response.

      If the Staff wishes to discuss this matter at any time, please do not hesitate to contact our counsel at Gibson, Dunn & Crutcher LLP, Eric Scarazzo at (212) 351-2389.

              Very truly yours,

              /s/ Marcela Castro

              Marcela Castro

            Chief Financial Officer

February 21, 2025
Marcela Castro
Chief Financial Officer
IperionX Limited
129 W Trade Street Suite 1405
Charlotte, North Carolina 28202
Re:IperionX Limited
Form 20-F for the Fiscal Year ended June 30, 2024
Filed October 30, 2024
File No. 001-41338
Dear Marcela Castro:
            We have reviewed your February 18, 2025 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 February
5, 2025 letter.
Form 20-F for the Fiscal Year ended June 30, 2024
Business Overview
Our Production Facilities, page 34
We note that you included some proposed disclosures in response to prior comment
one regarding government funding utilized in constructing your Titanium Production
Facility (TPF) and understand that you incur the expenditures that are expected to be
covered by the arrangement in advance of requesting and receiving the funds.

Please further revise the disclosures that you have proposed to clarify the following
with respect to costs and funding under the arrangement.
•the criteria that defines permissible expenditures
•the extent to which costs incurred that were funded or that are expected to be
funded were capitalized or expensed in advance of requesting reimbursement1.

February 21, 2025
Page 2
•the manner of accounting for funds that are received in offsetting or reversing the
entries related to your initial accounting for costs
•the nature and utility of the assets acquired and their relevance to the functional
processes that comprise the TPF
•the amount of funds received under the arrangement each period and cumulatively

With regard to the fourth point above and your disclosure on page 36, stating that
funds are "...being applied towards the TPF to reach its initial Phase I production
capacity of 125 tpa.," it should be clear whether assets acquired with the funds
have become integral to the operation of the facility, and if so whether there would be
any practical approach to relinquishing those assets to the government without
jeopardizing your ability to operate the TPF. Please address this uncertainty in the
context of Item 3.D of Form 20-F by describing the risk of being unable to operate the
TPF if you are required to return assets acquired with government funds.

2.Given your disclosures indicating that the governement funds received may
eventually become a grant, disclose your expectations in this regard, and explain how
this would be reported in your financial statements and how you would consider the
nature of the expenditures that had been made in accounting for the event.

With regard to your accounting policy, please clarify how the amounts expended and
received each period are reflected in your financial statements (e.g. in the balance
sheets, statements of operations, and statements of cash flows), considering that
expenditures are made before you submit requests for reiumbursement.

On a related point, tell us why the increase in Trade and Other Receivables shown in
Note 6 on page F-17, which includes a $1.7 million receivable related to the contract,
appears as a reconciling item (a negative adjustment) in determining operating cash
flows in Note 5.  Please clarify why there would be a credit reflected in the loss, as
suggested by this presentation, and provide us with a schedule of all related
expenditures and funding that is reflected in your financial statements, including the
amounts and line items in which the activity has been reported.

Please also provide us with a schedule of the amounts ascribed to assets for which
funding was received and that are no longer reported in your financial statements as of
June 30, 2024, reconciled to the cumulative funding received at that point, and
showing the amounts expended in relation to your $13.4 million commitment, along
with details of how those amounts are reported in your financial statements.

We understand from your response to prior comment one that you would prefer to not
file the government contract as an exhibit, although you did not address the 15%
threshold that is mentioned in Instruction 4(b)(iii) to the Form 20-F exhibit guidance,
regarding the value of the contract relative to that threshold based on total assets.

 3.

February 21, 2025
Page 3
Please explain to us how you considered that funds are being utilized to acquire assets
that you would ordinarily capitalize and the uncertainty of whether those assets will
ultimately be conveyed to you in the form of a grant. Please submit the entire contract
as supplemental information along with your reply for our review.

            Please contact Lily Dang at 202-551-3687 or John Cannarella at 202-551-3337 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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      February 18, 2025

      VIA EDGAR

      Division of Corporation Finance

      Office of Energy & Transportation

      U.S. Securities and Exchange Commission

      100 F Street, N.E.

      Washington, D.C. 20549

            Re:

              IperionX Limited

      Form 20-F for the Fiscal Year ended June 30, 2024

      Filed October 30, 2024

      File No. 001-41338

      To Whom It May Concern:

      On behalf of IperionX Limited (the “Company” or “IperionX”), this letter responds to your letter, dated February 5, 2025 (the “Comment Letter”), regarding the
        above-referenced Registration Statement on Form 20-F for the Fiscal Year ended June 30, 2024, filed on October 30, 2024.  Each comment of the Staff of the Division of Corporation Finance (the “Staff”) is set forth below, followed by the corresponding response.  For ease of reference, the headings and numbered paragraphs below correspond to the headings and numbered comments in the Comment Letter.  Each response
        of the Company is set forth in ordinary type beneath the corresponding comment of the Staff appearing in bold type.

      Form 20-F for the Fiscal Year ended June 30, 2024

      Business Overview, page 24

      Our Production Facilities, page 34

            1.

              We note that you have disclosures on pages 32, 34, 36, 57, and F-17 regarding $12.7 million in funding that you were either "awarded" or had "contracted to
                award" by the U.S. Department of Defense, which is "being applied" towards your titanium production facility in Virginia. However, you indicate that titles to any assets purchased with these funds initially vest with the U.S. government,
                though may be transferred to you at the end of the agreement if certain conditions are met.

      Please modify your disclosure as necessary to clarify the terms under which these funds are being utilized, to include the types of
        permissible expenditures, an indication of whether the funds are received in advance of making the expenditures or if you are being reimbursed, the funding dates and amounts received and amounts expended during each period covered by your report,
        the conditions under which titles to the assets acquired would be transferred to you at some future date, and the timeframe in which a determination as to whether you had met those conditions would occur. Please also clarify how assets acquired
        with these funds are segregated from assets to which you have title, considering both practical and legal aspects of determining ownership of the titanium production facility.

      Please include an accounting policy in the notes to your financial statements to clarify how you are accounting for and presenting
        the amounts related to this arrangement, to include the cash flows, assets acquired that do not vest with you, the receivables reported in Note 6, and any liabilities. Tell us the specific accounting guidance that you considered in formulating your
        policy, and file the agreement as an exhibit to comply with Item 19 of Form 20-F (number four in the Exhibit Instructions).

        Division of Corporation Finance

            Office of Energy & Transportation

            U.S. Securities and Exchange Commission

            February 13, 2025

            Page 2

      Response 1:

      The agreement has an initial term of 39 months, scheduled to terminate on January 30, 2027, and provides that it may be extended by mutual agreement.
        Under the agreement, the Company and the Federal government have agreed to use best efforts to achieve the goals of the agreement, which include the Company conducting a research and development program with respect to titanium technology.  The
        agreement provides for the government to fund up to $12.7 million and the Company to provide funding up to approximately $13.4 million during the term of the agreement.  The Company can acquire equipment or real property and designate the related
        purchase price as reflecting the government’s share of funding or the Company’s share of funding.  To the extent designated as the government’s share, the Company is entitled to request reimbursement from time to time of the cost to purchase.
        Title to all equipment and real property acquired with federal funds vests with the government throughout the agreement. The government can elect to, but is not obliged to, transfer such title to all or a portion of the equipment or real property
        to the Company at the end of the agreement, which is scheduled to terminate on January 30, 2027, if the Company’s performance is satisfactory and provided that (a) the Company has used the equipment or real property for the authorized purposes of
        the project funding until funding for the project ceases, (b) the Company has not encumbered the equipment or real property without approval of the government, and (c) the Company has otherwise complied with the terms of the agreement. All
        equipment acquired with federal funds is tagged and segregated from equipment acquired with Company funds using a Property Control List that tracks all equipment purchased under the agreement. The Property Control List is submitted quarterly to the
        government and includes a description of the equipment, an asset number, manufacturer's serial number, ordered date, received date, installed date, location of the asset, and disposition date (if applicable). When the equipment arrives at our
        Virginia facility, it is tagged with an identification tag marked “Property of the Government of the United States” and which also included the serial number, asset number, and date received.

      In formulating the Company’s accounting policy with respect to the agreement, the Company primarily considered IAS 20, Accounting for Government Grants and Disclosure of Government Assistance. Pursuant to the agreement, as described above, title to all assets acquired with federal funds vests with the
        government and the government is not required to transfer that title to the Company. Accordingly, the Company does not have an enforceable right to the assets acquired with federal funds even where the conditions of the agreement are complied with,
        and so there is no current grant to be recognized. Instead, for accounting purposes, the Company’s role with respect to the equipment is to acquire it on behalf of the government in an agency capacity. Upon procurement of the asset for the
        government, only a receivable is recognized reflecting the reimbursement due from the government. If, per the agreement, the government subsequently decides to transfer title of the assets to the Company at the end of the program, this is the point
        at which a grant would crystallize and the Company would record a non-monetary government grant at this time.

        Division of Corporation Finance

            Office of Energy & Transportation

            U.S. Securities and Exchange Commission

            February 13, 2025

            Page 3

      The Company respectfully notes the Staff’s instruction to file a copy of the funding agreement.  It is the Company’s view that filing of the agreement
        is not required because the agreement was made in the ordinary course of business and is not a contract on the which the Company is substantially dependent.  It is common for companies, particularly mining and developing technologies companies, to
        obtain funding from the federal government.  Obtaining funding for development is an ordinary course activity of the Company and, regardless of whether this agreement continues or terminates, the Company will seek additional funding through debt or
        equity financings or alternative government funding. The Company expects that it would be able to obtain such additional funding and therefore believes it is not substantially dependent upon the agreement.

      The Company proposes to add the following description of the agreement and description of the accounting treatment in its upcoming Form 20-F for the
        year ending June 30, 2025:

      Form 20-F

      Business Overview

      During fiscal 2024, the U.S. Department of Defense (“DoD”) contracted to award the Group
        US$12.7 million in funding under the Defense Production Act (“DPA”) Title III authorities to address U.S. titanium supply chain vulnerabilities. This funding is being applied towards the Group’s titanium production facility in Virginia. The
        agreement has an initial term of 39 months, scheduled to terminate on January 30, 2027, and provides that it may be extended by mutual agreement. Under the agreement, the Company and the U.S. government have agreed to use best efforts to achieve
        the goals of the agreement, which include the Company conducting a research and development program with respect to titanium technology.  The agreement provides for the U.S. government to fund up to $12.7 million and the Company to provide funding
        up to approximately $13.4 million during the term of the agreement.  The Company can acquire equipment or real property and designate the related purchase price as reflecting the government’s share of funding or the Company’s share of funding.  To
        the extent designated as the government’s share, the Company is entitled to request reimbursement from time to time of the cost to purchase.  Title to all equipment and real property acquired with federal funds vests with the government throughout
        the agreement. The government can elect to, but is not obliged to, transfer such title to all or a portion of the equipment or real property to the Company at the end of the agreement, which is scheduled to terminate on January 30, 2027, if the
        Company’s performance is satisfactory and provided that (a) the Company has used the equipment or real property for the authorized purposes of the project funding until funding for the project ceases, (b) the Company has not encumbered the
        equipment or real property without approval of the government, and (c) the Company has otherwise complied with the terms of the agreement. All equipment acquired with federal funds is tagged and segregated from equipment acquired with Company funds
        using a Property Control List that tracks all equipment purchased under the agreement. The Property Control List is submitted quarterly to the government and includes a description of the equipment, an asset number, manufacturer's serial number,
        ordered date, received date, installed date, location of the asset, and disposition date (if applicable). When the equipment arrives at our Virginia facility, it is tagged with an identification tag marked “Property of the Government of the United
        States” and which also included the serial number, asset number, and date received.

        Division of Corporation Finance

            Office of Energy & Transportation

            U.S. Securities and Exchange Commission

            February 13, 2025

            Page 4

      Notes to Financial Statements

      Note 6. Trade and other receivables

      During fiscal 2024, the U.S. DoD contracted to award the Group US$12.7 million in funding
        under the DPA Title III authorities to address U.S. titanium supply chain vulnerabilities. This funding is being applied towards the Group’s titanium production facility in Virginia. Pursuant to the agreement, title to all assets acquired with
        federal funds vests with the government. The government can elect to, but is not obliged to, transfer such title to all (or some) of the equipment or real property to the Company at the end of the agreement, which is scheduled to terminate on
        January 30, 2027, if the Company’s performance is satisfactory and provided that the Company has otherwise complied with the terms of the agreement. Accordingly, the Company does not have an enforceable right to the assets acquired with federal
        funds, even where the conditions of the agreement are complied with, and so there is no current grant to be recognized. Instead, for accounting purposes, the Company’s role with respect to the equipment is to acquire it on behalf of the government
        in an agency capacity. Upon procurement of the asset for the government, only a receivable is recognized reflecting the reimbursement due from the government. If, per the agreement, the government subsequently decides to transfer title of the
        assets to the Company at the end of the program, this is the point at which a grant would crystallize and the Company would record a non-monetary government grant at this time.

      Financial Statements, page F-1

      Notes to Financial Statements, page F-7

            2.

              Given your disclosures on pages 4, 26 through 29, 33, and 34, referencing various intellectual property rights that appear to be material to your business plan,
                such as an "award-winning patented technology portfolio" and an "exclusive license to patented mineral upgrading technologies," please expand the notes to your financial statements to include the information prescribed by paragraphs 118
                through 128 of IAS 38, or explain to us why you believe this would not apply to you, if this is the case.

      Response 2:

      The Company respectfully notes that, as of June 30, 2024, the balance sheet date for the Form 20‑F, the Company had not yet exercised its option to
        acquire Blacksand’s intellectual property and thus did not directly own the intellectual property referred to on the identified pages.  Instead, as described in the risk factors on pages 9 and 11 and in the business discussions on pages 39 and 58,
        the Company held an option to acquire Blacksand’s intellectual property.  Blacksand holds the exclusive commercial rights over the technologies through a license agreement with the University of Utah, which grants Blacksand a paid-up exclusive
        license to commercialize the intellectual property that Blacksand developed in conjunction with the University of Utah.  As a result, as of June 30, 2024, the Company did not recognize any intellectual property on its balance sheet that would
        require footnote disclosures under paragraphs 118 through 128 of IAS 38, Intangible Assets. Instead, for accounting purposes, the Company recognized a
        prepayment of $5.5 million representing the option payments paid to Blacksand for the Company’s option to acquire Blacksand’s intellectual property. Subsequent to the filing of the Form 20-F, the Company exercised its option to acquire Blacksand’s
        intellectual property.  Accordingly, the Company intends to make the disclosures required by IAS 38 in its upcoming Form 20‑F for the year ending June 30, 2025.

      *          *          *

        Division of Corporation Finance

            Office of Energy & Transportation

            U.S. Securities and Exchange Commission

            February 13, 2025

            Page 5

      We would be pleased to address any further Staff comments or questions related to the above matters.  If the Staff wishes to discuss this letter at any
        time, please do not hesitate to contact our counsel at Gibson, Dunn & Crutcher LLP, Eric Scarazzo at (212) 351-2389.

              Very truly yours,

              /s/ Marcela Castro

              Marcela Castro

              Chief Financial Officer

February 5, 2025
Marcela Castro
Chief Financial Officer
IperionX Limited
129 W Trade Street Suite 1405
Charlotte, North Carolina 28202
Re:IperionX Limited
Form 20-F for the Fiscal Year ended June 30, 2024
Filed October 30, 2024
File No. 001-41338
Dear Marcela Castro:
            We have reviewed your filing 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.
Form 20-F for the Fiscal Year ended June 30, 2024
Business Overview, page 24
Our Production Facilities, page 34
We note that you have disclosures on pages 32, 34, 36, 57, and F-17 regarding $12.7
million in funding that you were either "awarded" or had "contracted to award" by the
U.S. Department of Defense, which is "being applied" towards your titanium
production facility in Virginia.  However, you indicate that titles to any assets
purchased with these funds initially vest with the U.S. government, though may be
transferred to you at the end of the agreement if certain conditions are met.

Please modify your disclosure as necessary to clarify the terms under which these
funds are being utilized, to include the types of permissible expenditures, an
indication of whether the funds are received in advance of making the expenditures or
if you are being reimbursed, the funding dates and amounts received and amounts
expended during each period covered by your report, the conditions under which titles
to the assets acquired would be transferred to you at some future date, and the
timeframe in which a determination as to whether you had met those conditions would 1.

February 5, 2025
Page 2
occur.  Please also clarify how assets acquired with these funds are segregated from
assets to which you have title, considering both practical and legal aspects of
determining ownerhip of the titanium production facility.

Please include an accounting policy in the notes to your financial statements to clarify
how you are accounting for and presenting the amounts related to this arrangement, to
include the cash flows, assets acquired that do not vest with you, the receivables
reported in Note 6, and any liabilities.  Tell us the specific accounting guidance that
you considered in formulating your policy, and file the agreement as an exhibit to
comply with Item 19 of Form 20-F (number four in the Exhibit Instructions).

Financial Statements, page F-1
Notes to Financial Statements, page F-7
2.Given your disclosures on pages 4, 26 through 29, 33, and 34, referencing various
intellectual property rights that appear to be material to your business plan, such as an
"award-winning patented technology portfolio" and an "exclusive license to patented
mineral upgrading technologies," please expand the notes to your financial statements
to include the information prescribed by paragraphs 118 through 128 of IAS 38, or
explain to us why you believe this would not apply to you, if this is the case.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Lily Dang at 202-551-3867 or John Cannarella at 202-551-3337 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

July 22, 2024
Anastasios Arima
Chief Executive Officer
IperionX Ltd
129 W Trade Street
Suite 1405
Charlotte, NC 28202
Re:IperionX Ltd
Form 20-F for the Fiscal Year ended June 30, 2023
Filed September 18, 2023
File No. 001-41338
Dear Anastasios Arima:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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      July 16, 2024

      VIA EDGAR

      Division of Corporation Finance

      Office of Energy & Transportation

      U.S. Securities and Exchange Commission

      100 F Street, N.E.

      Washington, D.C.  20549

            Re:

              IperionX Limited

      Form 20-F/A for the Fiscal Year ended June 30, 2023

      Filed February 20, 2024

      Response Dated May 28, 2024

      File No. 001-41338

      To Whom It May Concern:

      On behalf of IperionX Limited (the “Company” or “IperionX”), this letter responds to your letter, dated June 20, 2024 (the “Comment Letter”), regarding the above-referenced Annual Report on Form
        20-F/A for the Fiscal Year ended June 30, 2023, filed on February 20, 2024.  Each comment of the Staff of the Division of Corporation Finance (the “Staff”) is set forth below, followed by the corresponding response.  For ease of reference,
        the headings and numbered paragraphs below correspond to the headings and numbered comments in the Comment Letter.  Each response of the Company is set forth in ordinary type beneath the corresponding comment of the Staff appearing in bold type.

      Form 20-F for the Fiscal Year ended June 30, 2023

      Information on the Company, page 52

                1.

                We understand from your responses to prior comments one through four regarding the economic assessment underlying your estimates of mineral resources that your 0.4% cutoff grade reflects the concentration of
                  mineralization that is expected to be processed and is consistent with establishing the prospects of economic extraction when based on your estimates of future commodity prices, and estimates of future mining and processing costs, as
                  provided in Table 2 on page 10 of your response.

      We also note that such pricing and unit cost assumptions are not apparent from the disclosures on page 44 of your amended Form 20-F, concerning a "revenue cost break even calculation" which indicates
        that your cut-off grade has been calculated assuming historical 2017 to 2021 annual average prices, and 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.
        There are similar disclosures on page 24 of the technical report summary, regarding the pricing and costs related to your 0.4% THM cut-off grade.

      Please confirm that you will provide disclosures in your upcoming annual report on Form 20-F, and in an update to the technical report summary to explain how the 0.4% cut-of grade is correlated with
        your economic assessment, including your estimates of future prices and costs, as provided in Table 2 on page 10 of your response.

      Division of Corporation Finance
        Office of Energy & Transportation

        U.S. Securities and Exchange Commission

        July 16, 2024

        Page 2

      Response 1: We respectfully acknowledge the Staff’s comment and confirm that we will provide disclosures in our annual report on Form 20-F for the year ending June 30, 2024, and in an update
        to the technical report summary in connection with such Form 20-F, to explain how the 0.4% cut-off grade is correlated with our economic assessment, including estimates of future prices and costs.

      *          *          *

      We would be pleased to address any further Staff comments or questions related to the above matters.  If the Staff wishes to discuss this letter at any time, please do not hesitate to contact our counsel at Gibson,
        Dunn & Crutcher LLP, Eric Scarazzo at (212) 351-2389.

              Very truly yours,

            /s/ Marcela Castro

              Marcela Castro

              Chief Financial Officer

CORRESP
1
filename1.htm

    July 9, 2024

    VIA EDGAR

    Division of Corporation Finance

    Office of Energy & Transportation

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C.  20549

          Re:

            IperionX Limited

    Form 20-F/A for the Fiscal Year ended June 30, 2023

    Filed February 20, 2024

    Response Dated May 28, 2024

    File No. 001-41338

    To Whom It May Concern:

    IperionX Limited (the “Company”) is in receipt of the comment letter dated June 20, 2024 from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission regarding the
      above-referenced filings.

    On behalf of the Company, I hereby request that the Staff permit the Company to provide its response to the comments by July 16, 2024, which is seven calendar days after the date hereof.

    If you have any questions, please do not hesitate to contact our counsel at Gibson, Dunn & Crutcher LLP, Eric Scarazzo at (212) 351-2389.

            Very truly yours,

            /s/ Marcela Castro

            Marcela Castro

            Chief Financial Officer

          cc:

            Eric Scarazzo, Gibson, Dunn & Crutcher LLP

United States securities and exchange commission logo
June 20, 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 May 28, 2024
File No. 001-41338
Dear Anastasios Arima:
            We have reviewed your May 28, 2024 response to our comment letter and have the
following comment.
            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 April 3, 2024 letter.
Form 20-F for the Fiscal Year ended June 30, 2023
Information on the Company, page 52
1.We understand from your responses to prior comments one through four regarding the
economic assessment underlying your estimates of mineral resources that your 0.4% cut-
off grade reflects the concentration of mineralization that is expected to be processed and
is consistent with establishing the prospects of economic extraction when based on your
estimates of future commodity prices, and estimates of future mining and processing
costs, as provided in Table 2 on page 10 of your response.

We also note that such pricing and unit cost assumptions are not apparent from the
disclosures on page 44 of your amended Form 20-F, concerning a "revenue cost break
even calculation" which indicates that your cut-off grade has been calculated assuming

 FirstName LastNameAnastasios Arima
 Comapany NameIperionX Ltd
 June 20, 2024 Page 2
 FirstName LastName
Anastasios Arima
IperionX Ltd
June 20, 2024
Page 2
historical 2017 to 2021 annual average prices, and 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. There are similar disclosures on page 24 of the technical report
summary, regarding the pricing and costs related to your 0.4% THM cut-off grade.

Please confirm that you will provide disclosures in your upcoming annual report on Form
20-F, and in an update to the technical report summary to explain how the 0.4% cut-of
grade is correlated with your economic assessment, including your estimates of future
prices and costs, as provided in Table 2 on page 10 of your response.
            Please contact John Coleman at 202-551-3610 or Karl Hiller at 202-551-3686 if you have
questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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      May 28, 2024

      VIA EDGAR

      Division of Corporation Finance

      Office of Energy & Transportation

      U.S. Securities and Exchange Commission

      100 F Street, N.E.

      Washington, D.C.  20549

            Re:

              IperionX Limited

      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

      To Whom It May Concern:

      On behalf of IperionX Limited (the “Company” or “IperionX”), this letter responds to your letter, dated April 3, 2024 (the “Comment Letter”), regarding the above-referenced Registration Statement
        on Form 20-F/A for the Fiscal Year ended June 30, 2023, filed on February 20, 2024.  Each comment of the Staff of the Division of Corporation Finance (the “Staff”) is set forth below, followed by the corresponding response.  For ease of
        reference, the headings and numbered paragraphs below correspond to the headings and numbered comments in the Comment Letter.  Each response of the Company is set forth in ordinary type beneath the corresponding comment of the Staff appearing in
        bold type.

      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.

      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.

                    Division of Corporation Finance

                    Office of Energy & Transportation

                    U.S. Securities and Exchange Commission

                    May 28, 2024

                    Page 2

      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.

      Response 1: We respectfully acknowledge the Staff’s comment and have set forth below the basis upon which materials with THM of 0.4% or greater has economic value, and that a cut off grade of
        0.4% is economic and appropriately utilized in quantifying mineral resources estimates at the Titan Project.

      The geological nature of mineralization the Titan Project

      The highest grade valuable minerals at the Titan Project are typically found within a geologic unit named the McNairy Formation, and is generally split in two “layers” or “seams” named the Upper McNairy and the Lower McNairy, with mineralization
        at depth ending with the occurrence of the clay-rich Coon Creek formation (Figure 1).

      The mineralized portions of the McNairy Formation (>0.4% THM) are typically found beneath a layer of “overburden” material (<0.4% THM) which includes top soil and in some areas sits above and below a layer of “inter-burden” material
        (<0.4% THM) that occurs between the mineralized Upper McNairy and Lower McNairy layers (>0.4%).

                    Division of Corporation Finance

                    Office of Energy & Transportation

                    U.S. Securities and Exchange Commission

                    May 28, 2024

                    Page 3

      Figure 1: Titan Project mineral resource estimate long section.

      IperionX’s development approach to extraction of valuable critical minerals at the Titan Project is based upon a low impact, sustainable mineral sands methodology – removing the valuable critical minerals via low
        impact operational parameters and immediately return the non-mineralized material, mostly silica sand, back to the deposit void for reclamation and rehabilitation towards the original land form and flora. This method is the standard approach to the
        development of mineral sands operations of this nature, employed by the world’s largest mineral sands companies, including Iluka Resources’ extensive global operations.

      The benefits of this approach are: (1) it enables a small operating footprint with only limited disturbance of the land at any one time; (2) it facilitates a process of progressive backfill with the non-mineralized
        material, mostly silica sand, and reclamation without creating long term ‘waste dumps’ or ‘non-mineralized stockpiles’; (3) it is an efficient and low cost method for the development of critical mineral sands deposits reflecting the geological
        nature of the Titan Project; and (4) it facilitates an efficient “blending strategy” to continuously feed the optimum ratios of the Upper McNairy and Lower McNairy material to meet the required product specification.

      Methods which do not employ selective mineral extraction procedures are amongst the most commonly employed in mineral sands, such as wet mining using a dredge and a floating concentrator, employed by a large number
        of the most significant mineral sand operations globally, including Chemours’ operations in south east USA, Tronox’s Cooljarloo and Ginko operations in Australia, Eramet’s Grande Cote operation in Senegal and Kenmare’s Moma operation in Mozambique.
        In this method the minerals in a dredge pond are mixed with water in a semi-homogeneous slurry, and there is no ability to selectively to extract material based on a minimum cut off grade within the defined area – with the average grade of the
        material in that defined area being the determinant of economic value.

      The same applies for IperionX’s Titan Project, where a key development concept is that the overburden and inter-burden material within a specified area are required to be co-extracted in order to access the primary
        mineralized areas. As a result, the most operationally feasible method to economically extract the material is to process all mineralized over-burden and inter-burden material, e.g. material of 0.4% grade or above, resulting in an average grade of
        2.2% for all of the material contained within the pit shell. In contrast, it is not economically feasible to selectively mine, haul and stockpile the material prior to rehabilitation.

                    Division of Corporation Finance

                    Office of Energy & Transportation

                    U.S. Securities and Exchange Commission

                    May 28, 2024

                    Page 4

      Figure 2: Titan Project continuous rehabilitation operational cycle.

      At the Titan Project it is projected that within a defined pit shell or mineral resource estimate, all material at / or above the bottom cut-off grade of 0.4% is expected to be processed, on the basis that
        the incremental cost of selectively extracting this material, hauling it to a long term stockpile, and subsequently reclaiming and re-placing the material into the mine void for progressive rehabilitation would be higher than the net cost
        (operating cost less revenue) of IperionX’s central case method, being the processing of this material, extracting the contained valuable critical minerals for sale and immediately returning the remaining material, mostly silica sand, back to the
        deposit void.

      It is noted that contiguous blocks of low grade material that sit outside of the grade shell, but within the pit shell, e.g. material below 0.4% grade (identified as blank space in Figures 3 and 4), will likely be
        sent to small, short term or temporary, in-pit stockpiles that are subsequently reclaimed as part of the continuous rehabilitation operational cycle.

      A high level comparison of IperionX’s proposed low impact, sustainable mineral sands process of extracting and processing all material of 0.4% THM or greater within a pit shell, which does not require selective
        mining of material or waste stockpiling, versus a “selective mining and waste stockpile” method is detailed below:

      Method 1 – IperionX’s proposed progressive rehabilitation method (Basis for IperionX Mineral Resource Estimate)

      A progressive rehabilitation method is the standard approach to the development of mineral sands operations of this nature, employed by the world’s largest mineral sands companies, including Iluka Resources’
        extensive global operations.

      Under this method, the limited amounts of topsoil and overburden are removed by conventional truck / shovel methods and selectively stockpiled with care (to ensure that the topsoil can be re-applied as part of the
        final rehabilitation) at the edge of the void, adjacent to where they will be returned as part of progressive rehabilitation. Mineralized material is removed using an excavator, feeding an in-pit unit, and is transported via a pipeline in a slurry
        to the wet concentrator plant for critical mineral extraction.

                    Division of Corporation Finance

                    Office of Energy & Transportation

                    U.S. Securities and Exchange Commission

                    May 28, 2024

                    Page 5

      This method allows the Titan Project’s two distinct mineralized zones to be extracted and blended in unison to meet market product specifications. Wet waste material, mostly silica sand, from the wet concentrator
        plant is immediately returned to the pit where it is dewatered and spread via dozers, and then the overburden and topsoil are carefully retuned to allow progressive rehabilitation towards the original land form and flora

      Method 2 – Selective mining and waste stockpile method (Not implemented by IperionX)

      In order to place the significant volumes of lower grade mineralized overburden and inter-burden into a temporary waste stockpile, and then replace during reclamation, additional open acreage and stockpiling is
        required to achieve a blended feed stock from the Titan Project’s two distinct mineralized zones.

      To achieve this, an additional fleet of excavators and 50-ton articulated trucks would be required to load out the material, stockpile and replace. Once the initial void is opened, the upper mineralized zone, the
        inter-burden, and the lower mineralized zones would be required to be extracted in unison in order to achieve the specific product blend.

      Achieving this would require three distinct teams dedicated to each zone of material, including two additional sets of technical support staff to coordinate in-pit material classification and additional grade control
        requirements to continuously test material to confirm modelled grade, and two additional survey crews to coordinate layouts of mine design. The inter-burden material would need to be stored for months while the post processing sand from the wet
        concentration plant partially back-fills the void in order to provide a workable base for rubber tired trucks, as the clay that forms the lower boundary of mineralization will not support the efficient operation of trucks. The stockpiled material
        would need to be “walked in” to the void with an additional dozer via the construction of a series of mine ramps.

            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.

      Response 2: As detailed in Response 1 and Response 3 of this document, a cut-off grade of 0.4% THM has been determined as an economic cut-off grade for the purpose of the estimation of mineral resources given
        the nature of mineral extraction and processing methods that would be employed at the Titan Project, including through the development of a 0.4% grade shell which results in an average grade of all material contained within that grade shell of
        2.2%.

                    Division of Corporation Finance

                    Office of Energy & Transportation

                    U.S. Securities and Exchange Commission

                    May 28, 2024

                    Page 6

            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 subeconomic 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

CORRESP
1
filename1.htm

    May 13, 2024

    VIA EDGAR

    Division of Corporation Finance

    Office of Energy & Transportation

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C.  20549

            Re:

            IperionX Limited

            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

    To Whom It May Concern:

    IperionX Limited (the “Company”) is in receipt of the comment letter dated April 3, 2024 from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission regarding the
      above-referenced filings.

    On behalf of the Company, I hereby request that the Staff permit the Company to provide its response to the comments by May 28, 2024, which is fifteen calendar days after the date hereof.

    If you have any questions, please do not hesitate to contact our counsel at Gibson, Dunn & Crutcher LLP, Eric Scarazzo at (212) 351-2389.

            Very truly yours,

            /s/ Marcela Castro

            Marcela Castro

            Chief Financial Officer

          cc:

            Eric Scarazzo, Gibson, Dunn & Crutcher LLP

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

      March 22, 2024

      VIA EDGAR

      Division of Corporation Finance

      Office of Energy & Transportation

      U.S. Securities and Exchange Commission

      100 F Street, N.E.

      Washington, D.C.  20549

            Re:

              IperionX Limited

      Form 20-F/A for the Fiscal Year ended June 30, 2023

      Filed February 20, 2024

      Response Dated February 20, 2024

      File No. 001-41338

      To Whom It May Concern:

      On behalf of IperionX Limited (the “Company”), this letter responds to your letter, dated March 1, 2024 (the “Comment Letter”), regarding the above-referenced Registration Statement on Form 20-F/A for the
        Fiscal Year ended June 30, 2023, filed on February 20, 2024.  Each comment of the Staff of the Division of Corporation Finance (the “Staff”) is set forth below, followed by the corresponding response.  For ease of reference, the headings and
        numbered paragraphs below correspond to the headings and numbered comments in the Comment Letter.  Each response of the Company is set forth in ordinary type beneath the corresponding comment of the Staff appearing in bold type.

      Form 20-F for the Fiscal Year ended June 30, 2023

      General

            1.

              We note from your response to prior comment 1 that you would prefer to limit furnishing quarterly financial information and certain other information previously filed in Australia to quarterly financial
                information for the quarters ended September 30, 2023 and December 31, 2023, and that you agree to timely furnish on future Form 6-Ks future quarterly financial and other information you file in Australia.

      However, we continue to believe that you should furnish all material information, including quarterly financial information, that you previously filed in Australia beginning from the effective date
        of your registration statement, i.e. on or after June 15, 2022.

              Division of Corporation Finance

              Office of Energy & Transportation

              U.S. Securities and Exchange Commission

              March 22, 2024

              Page 2

      Response 1: We respectfully acknowledge the Staff’s comment and undertake to promptly furnish on Form 6-K in the future all information
          required to be furnished pursuant thereto, including material information filed with the Australian Securities Exchange (“ASX”).  We also advise the Staff that we have reviewed all of our filings with the ASX and the Commission since the
          effectiveness of our registration of American Depositary Shares under the Exchange Act of 1934 (the “Exchange Act”) in June 2022.  As a result of that review, we have today furnished on Form 6-K attaching (i) a quarterly report for the quarter
          ended June 30, 2022, (ii) a notice of annual general meeting/proxy form dated October 7, 2022, (iii) a press release dated November 1, 2022, (iv) a press release dated November 17, 2022, (v) results of annual general meeting dated November 25,
          2022, (vi)  a press release dated January 18, 2023, (vii) a notice of general meeting/proxy form dated May 16, 2023, (viii) results of annual general meeting dated June 16, 2023 and (ix) a press release dated August 24, 2023.

      We advise the Staff that we are in the process of implementing additional procedures to ensure that all information required to be furnished on Form 6-K under the Exchange Act will be so furnished in a timely manner in the future.  In this
        respect, we note that we have recently hired a U.S.-based Chief Financial Officer and additional staffing to further enhance our disclosure controls and procedures.

      Information on the Company, page 52

            2.

              We note your response to prior comment 2, indicating disclosure was made in the amendment to provide clarification with respect to your cut-off grade. However, it remains unclear how the cut-off grade details
                provided in your amendment and response support the 0.4% THM cut-off grade and it appears that your revenue cost break even calculation may be using a 2.2 THM%, which is the average grade of the mineral resource, rather than the 0.4%
                cut-off grade. For example, based on the information in Annex A, including the THM%, the THM assemblage %, the recovery factors, the mineral pricing, and the royalty rate, it does not appear that the revenue generated from a 0.4% THM block
                of material would cover the production cost.

      As defined in Item 1300 of Regulation S-K, the cut-off grade is the grade that determines the destination of the material during mining, i.e. for the purposes of establishing the prospects of
        economic extraction, it is the grade that distinguishes material deemed to have no economic value from material deemed to have economic value. Tell us how the 0.4% THM cut-off grade you have disclosed is consistent with this definition in your
        view, and provide us with the calculations you believe demonstrate consistency with the details in the amendment and Annex A of your response.

              Division of Corporation Finance

              Office of Energy & Transportation

              U.S. Securities and Exchange Commission

              March 22, 2024

              Page 3

      Response 2: In response to the Staff’s comment, we will revise the disclosure in our Form 20-F as set forth in Annex A attached hereto. We
          disclosed a cut-off grade of 0.4% THM for our mineral resource when, in fact, it was constrained by an economic pit shell based upon a 1.0% THM cut-off grade. As such, we propose to revise our previous disclosures in our Form 20-F to refer to the
          cut-off grade of 1.0% THM. The cut-off grade of 1.0% THM has been calculated using a revenue cost break-even calculation and we provide the underlying calculations as set forth in Annex B attached hereto.

      We note that within our economic pit shell, there are some blocks of sub 1.0% grade mineralized sand (between 0.4%-1.0% THM) that has been included into the mineral resource as this mineralized sand is expected to be
        mined and separated via our proposed mineral wet concentration plant, potentially providing cost and operational improvements, as set forth below. We intend to operate with a progressive rehabilitation process, and the additional cost of sending
        the 0.4-1.0% THM mineralized sand to a temporary stockpile plus the additional costs of re-loading and re-placement of this mineralized sand back into the mining void to ensure progressive rehabilitation would likely increase capital and operating
        costs; however, the cost of processing this 0.4%-1.0% mineralized sand through the mineral wet concentration plant, offset by the recovered value of the contained THM, will likely provide cost and operational improvements.

      *          *          *

      We would be pleased to address any further Staff comments or questions related to the above matters.  If the Staff wishes to discuss this letter at any time, please do not hesitate to contact our counsel at Gibson,
        Dunn & Crutcher LLP, Eric Scarazzo at (212) 351-2389.

              Very truly yours,

              /s/ Marcela Castro

                Marcela Castro

                Chief Financial Officer

              Division of Corporation Finance

              Office of Energy & Transportation

              U.S. Securities and Exchange Commission

              March 22, 2024

              Page 4

      Annex A

              D.

                Property, Plant and Equipment

        Titan Project

        Overview

        IperionX holds a 100% interest in the Titan Project, covering more than 11,000 acres of mineral properties in Tennessee, United States, which we consider prospective for critical minerals including
          titanium, rare earth elements, silica sand and zircon.

        The Titan Project is located in west Tennessee, and we believe the Titan Project has access to strategic infrastructure, with nearby access to roads, rail, river, power and skilled labor.

        At June 30, 2023, the book carrying value of the Titan Project was US$3.1 million. See note 7 to our audited consolidated financial statements for the fiscal period ended June 30, 2023 for further
          details.

        The Titan Project is located in an area which saw past exploration from the 1950’s to the 1990’s by companies including DuPont, Kerr-McGee Corp., BHP Group, RGC Ltd and Altair International Corp.
          The Titan Project is also strategically located in the southeast of the United States, close to significant manufacturing capacity, including the Chemours facility in New Johnsonville, one of the world’s largest producers of titanium dioxide.

        Geology and geological interpretation

        The Titan Project’s location in western Tennessee represents the eastern flank of the Mississippi embayment, a large, southward plunging syncline within the Gulf Coastal Plain. This feature extends
          from southern Illinois to the north and to Mississippi and Alabama to the south. The embayment is filled with sediments and sedimentary rocks of Cretaceous to Quaternary age.

        Mineralization at the Titan Project resides primarily in two zones within the primary McNairy Sand Formation. The main mineralized zone at the ‘Benton’ deposit is hosted stratigraphically in the
          lower member of the McNairy Formation.

                Division of Corporation Finance

                Office of Energy & Transportation

                U.S. Securities and Exchange Commission

                March 22, 2024

                Page 5

        The ‘Camden’ deposit represents the up-dip extension of the lower portion of the McNairy Sand formation encountered at the Company’s Benton deposit. The McNairy Sand dips gently to the west and the
          Camden deposit represents the most easterly outcrop of this formation.

        Drilling and exploration

        Since securing the initial Titan Project land position in late-2020, we have focused on delineating the Titan Project’s potential. We have conducted multiple drilling programs at the Titan Project,
          comprising more than 300 drill holes totaling more than 10,000 meters drilled during fiscal 2022 and fiscal 2023.

        Our drilling was initially focused on our core property area covering approximately 3,675 acres, which we designated as the ‘Benton’ deposit. To date we have drilled 136 holes for a total of 5,428
          meters at the Benton deposit. Drill assays received to-date at the Benton deposit have returned some thick zones of high-grade critical minerals near surface.

        The drilling results at the Benton deposit highlight a consistent grade and thickness of mineralization averaging 31 meters thickness, and to-date has been traced for approximately 6 kilometers
          along strike. The mineralization appears to occur as a single, large, and coherent near-surface deposit.

        In addition to the Benton deposit, exploration drilling at other properties within the Titan Project, located approximately 4 kilometers southeast of the Benton deposit, has indicated potential
          additional near surface, high-grade mineralization. We have designated this new discovery as the ‘Camden’ deposit. The Camden deposit represents the up-dip extension of the lower portion of the McNairy Sand formation encountered at the Benton
          deposit.

        We recently received updated results from metallurgical test work conducted in 2023 designed to confirm process design and critical mineral product recoveries at the Titan Project, including
          excellent recoveries of the high value natural rutile, zircon and rare earth mineral products, as set out in the table below.

        Titan Project Metallurgical Test Work Results

                Product

                2023 Metallurgical Test Work Recoveries

                Rare Earths

                83%

                Rutile – Titanium

                67%

                Ilmenite – Titanium

                80%

                Premium Zircon

                78%

        Mineral resources

        The mineral resource figures presented herein are estimates based on information available at the time of calculation. A “mineral resource” is a concentration or occurrence of solid material of
          economic interest in or on the earth’s crust in such form, grade, or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological
          characteristics of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. The reference point for mineral resources is in situ. Mineral resources are subdivided in order of
          increasing geological confidence into inferred, indicated and measured categories. Metric tons of mineral resources containing total heavy minerals (“THM”), included in the indicated, and inferred resources, are those contained prior to losses
          during metallurgical treatment. The terms “measured resource”, “indicated resource”, and “inferred resource” mean the part of a mineral resource for which quantity and grade or quality are estimated on the basis of geological evidence and
          sampling that is considered to be comprehensive, adequate, or limited, respectively.

        Market fluctuations in the price of the underlying minerals which make up THM, as well as increased production costs or reduced metallurgical recovery rates, could change future estimates of
          resources.

        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 was subsequently amended on May 30, 2023 and on March          , 2024. As of June 30, 2023, we have reported 431 million metric tons of mineral resources at a grade of 2.2% THM, containing 9.5 million metric tons of THM at a 0.4%. This mineral resource is contained within a potentially economically minable open pit above a 1.0% THM cut-off grade. 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 mineral resource has been constrained within a potentially economic pit shell based on a 1.0% THM cut-off grade. Within this pit shell, the
              mineral resource includes some sub-1.0% inter-burden material (between 0.4%-1.0% THM), which is expected to be mined and processed through the WCP. This inter-burden material has been included in the mineral resource to create a practical pit
              geometry, as the cost of sending this material to a temporary stockpile, before re-placement into the void for progressive rehabilitation, would likely be higher than the cost of processing this material through the WCP, offset by the value
              of the contained THM in the inter-burden material. The estimated economic cut-off grade of 0.41.0% THM utilized for resource reporting purposes has been calculated using a revenue cost break even calculation, i.e., the grade at which revenue obtained is equal
            to the cost of producing that revenue, and is based on the following assumptions:

              •

CORRESP
1
filename1.htm

    March 15, 2024

    VIA EDGAR

    Division of Corporation Finance

    Office of Energy & Transportation

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C.  20549

    Attn: Mr. John Coleman

             Ms. Karl Hiller

          Re:

            IperionX Limited

    Form 20-F/A for the Fiscal Year ended June 30, 2023

    Filed February 20, 2024

    Response Dated February 20, 2024

    File No. 001-41338

    To Whom It May Concern:

    On behalf of IperionX Limited (the “Company”), this letter responds to
      your letter, dated March 1, 2024 (the “Comment Letter”), regarding the above-referenced Annual Report on Form 20-F/A for the Fiscal Year ended June 30, 2023, filed on February 20,
      2024.  We are working to respond to the Comment Letter, but require additional time.  Accordingly, we are requesting until Friday, March 29, 2024 to allow additional time to compile our response.

    If the Staff wishes to discuss this matter at any time, please do not hesitate to contact our counsel at Gibson, Dunn & Crutcher LLP, Eric
      Scarazzo at (212) 351-2389.

              Very truly yours,

              /s/  Marcela Castro

              Marcela Castro

              Chief Financial Officer

          cc:

            Eric Scarazzo, Gibson, Dunn & Crutcher LLP

United States securities and exchange commission logo
March 1, 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 February 20, 2024
File No. 001-41338
Dear Anastasios Arima:
            We have reviewed your February 20, 2024 amendment and 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 February 7,
2024 letter.
Form 20-F for the Fiscal Year ended June 30, 2023
General
1.We note from your response to prior comment 1 that you would prefer to limit furnishing
quarterly financial information and certain other information previously filed in Australia
to quarterly financial information for the quarters ended September 30, 2023 and
December 31, 2023, and that you agree to timely furnish on future Form 6-Ks future
quarterly financial and other information you file in Australia.

However, we continue to believe that you should furnish all material information,
including quarterly financial information, that you previously filed in Australia beginning
from the effective date of your registration statement, i.e. on or after June 15, 2022.

 FirstName LastNameAnastasios Arima
 Comapany NameIperionX Ltd
 March 1, 2024 Page 2
 FirstName LastName
Anastasios Arima
IperionX Ltd
March 1, 2024
Page 2
Information on the Company, page 52
2.We note your response to prior comment 2, indicating disclosure was made in the
amendment to provide clarification with respect to your cut-off grade.  However, it
remains unclear how the cut-off grade details provided in your amendment and response
support the 0.4% THM cut-off grade and it appears that your revenue cost break even
calculation may be using a 2.2 THM%, which is the average grade of the mineral
resource, rather than the 0.4% cut-off grade.  For example, based on the information in
Annex A, including the THM%, the THM assemblage %, the recovery factors, the mineral
pricing, and the royalty rate, it does not appear that the revenue generated from a 0.4%
THM block of material would cover the production cost.

As defined in Item 1300 of Regulation S-K, the cut-off grade is the grade that
determines the destination of the material during mining, i.e. for the purposes of
establishing the prospects of economic extraction, it is the grade that distinguishes
material deemed to have no economic value from material deemed to have economic
value. Tell us how the 0.4% THM cut-off grade you have disclosed is consistent with this
definition in your view, and provide us with the calculations you believe demonstrate
consistency with the details in the amendment and Annex A of your response.
            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

CORRESP
1
filename1.htm

    VIA EDGAR SUBMISSION

    Mr. John Coleman and Mr. Karl Hiller

    Division of Corporation Finance

    Office of Energy & Transportation

    Securities and Exchange Commission

    100 F Street NE

    Washington, D.C. 20549

    February 20, 2024

          Re:

            IperionX Limited

    Form 20-F for the Fiscal Year ended June 30, 2023

    Filed September 18, 2023

    File No. 001-41338

    Dear Mr. Coleman and Mr. Hiller,

    Please find our response to the comments set forth in a letter dated February 7, 2024 (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, 2023 (the “2023 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 2023 20-F (the “Amendment No. 1”).

    Form 20-F for the Fiscal Year ended June 30, 2023

    General

          1.

            We note that you have been filing various reports on the Australian Securities Exchange including quarterly financial reports and other information, although you have not filed all of these
              documents with the SEC on Form 6-K.

    General Instruction B to Form 6-K requires that you promptly furnish material information that you make public, or are required to make public pursuant to the laws of the
      jurisdiction of your domicile, or in which you are incorporated or organized, and is applicable pursuant to Rule 13a-16 of Regulation 13A.

    This requirement also applies to material information that you file or are required to file with a stock exchange on which your securities are traded that is made public, or that
      you distribute or are required to distribute to your security holders.

    Please address these requirements as they pertain to the reports that were required over the last three fiscal years and future reports that will be required on Form 6-K.

    Response 1:  We respectfully acknowledge the Staff’s comment and undertake to promptly furnish on Form 6-K in the future all information required to be furnished pursuant thereto,
        including material information filed with the Australian Securities Exchange (“ASX”).  We also advise the Staff that we have reviewed all of our filings with the ASX and the Commission since the effectiveness of our registration of American
        Depositary Shares under the Exchange Act of 1934 (the “Exchange Act”) in June 2022.  As a result of that review, we have today furnished on Form 6-K a quarterly report for the quarter ended September 30, 2023.  We also note that certain
        materials related to the Company’s shareholder meetings in 2022 and 2023 were filed with ASX and delivered in English to our shareholders but were not furnished on Form 6-K.  We intend to furnish such information on Form 6-K in the future.

    We advise the Staff that we are in the process of implementing additional procedures to ensure that all information required to be furnished on Form 6-K under the Exchange Act will be so furnished in a timely manner in the future.  In this
      respect, we note that we have recently hired a U.S.-based Chief Financial Officer and additional staffing to further enhance our disclosure controls and procedures.

    Information on the Company, page 52

          2.

            We note your disclosure on page 44 indicating your mineral resources are based on a 0.4% THM cut-off grade using a “revenue cost break even calculation” and listing various related
              assumptions, such as the historical 2017 to 2021 annual average prices.

    Please expand your disclosure to clarify how the inputs reconcile to the 0.4% THM resource cut-off grade and provide us with the underlying calculations.

    Response 2: In response to the Staff’s comment, we have revised the disclosure on page 44 of the Amendment No. 1 to clarify the relationship between the inputs and the 0.4% THM.  We
        also have provided the underlying calculations as set forth in Annex A attached hereto.

          3.

            Please revise the rare earth oxide table disclosures on page 45 as necessary to resolve the inconsistency between the heading to the table indicating the units are presented in US$/t, and the
              columnar headings indicating the units are presented as US$/kg.

    Response 3: In response to the Staff’s comment, we have revised the disclosure on page 45.

          4.

            Given that you report some results of an initial assessment on page 47, such as the mine life, average annual production, and annual operating costs, if these results include inferred
              resources you must also report the corresponding results excluding inferred resources along with the other information prescribed by Item 1302(d)(4)(ii) of Regulation S-K, applicable pursuant to Instruction 3 to Item 4 of Form 20-F.

      2

    Response 4: In response to the Staff’s comment, we have revised the disclosure on page 47.

    Exhibits 12.1 and 12.2, page 102

          5.

            We note that your officer certifications do not include the introductory language prescribed for paragraph 4, regarding internal control over financial reporting, although you have included
              the representations required in subparagraph (b) and provided management's report on internal control over financial reporting on page 99.

    The introductory language in paragraph 4 should be expanded to clarify that the certifying officers are also responsible for establishing and maintaining “...internal control over
      financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)),” to comply with Instruction 12 to the exhibit requirements in Form 20-F.

    We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
      action by the staff.

    Response 5: In response to the Staff’s comment, we have revised Exhibits 12.1 and 12.2.

            Sincerely,

            /s/ Marcela Castro

            Marcela Castro

            Chief Financial Officer

    Via E-mail:

          cc:

            Jeanne McMullin, Chief Legal Officer

     Eric Scarazzo, Gibson, Dunn & Crutcher LLP

      3

    Annex A

    Response 2:

    The below table supports our revenue cost break even calculation.  THM percentage is multiplied by (i) the sum of the product of a mineral’s recovery rate times the applicable price for the relevant mineral and (ii) 0.95 (backing out the royalty
      rate).

              Titan Mineral Resource Estimate @0.4% THM COG

              HM

              Ilmenite

              Rutile

              REE

              Zircon

              THM%

              % of THM

              % of THM

              % of THM

              % of THM

              2.2%

              40.3%

              9.5%

              2.1%

              11.5%

              Revenue Cost Break Even Calculation

              Ilmenite Recovery

              %

              82.6%

              Rutile Recovery

              %

              60.9%

              Rare Earth Concentrate Recovery

              %

              77.1%

              Zircon Recovery

              %

              90.8%

              Ilmenite Price

              $

              /t

              200

              Rutile Price

              $

              /t

              1,030

              Rare Earth Concentrate Price

              $

              /t

              4,821

              Zircon Price

              $

              /t

              1,405

              Mining Cost

              $/ROM t

              3.0

              Processing Cost

              $/ROM t

              3.0

              Transport Cost

              $/ROM t

              0.4

              G&A Cost

              $/ROM t

              0.9

              Royalties

              %

              5%

              Revenue

              $/ROM t

              7.3

              Cost

              $/ROM t

              7.3

    4

United States securities and exchange commission logo
February 7, 2024
Anastasios Arima
Chief Executive Officer
IperionX Ltd
129 W Trade Street
Suite 1405
Charlotte, NC 28202
Re:IperionX Ltd
Form 20-F for the Fiscal Year ended June 30, 2023
Filed September 18, 2023
File No. 001-41338
Dear Anastasios Arima:
            We have reviewed your filing 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.
Form 20-F for the Fiscal Year ended June 30, 2023
General
1.We note that you have been filing various reports on the Australian Securities Exchange
including quarterly financial reports and other information, although you have not filed all
of these documents with the SEC on Form 6-K.

General Instruction B to Form 6-K requires that you promptly furnish material
information that you make public, or are required to make public pursuant to the laws of
the jurisdiction of your domicile, or in which you are incorporated or organized, and is
applicable pursuant to Rule 13a-16 of Regulation 13A.

This requirement also applies to material information that you file or are required to file
with a stock exchange on which your securities are traded that is made public, or that you
distribute or are required to distribute to your security holders.

 FirstName LastNameAnastasios Arima
 Comapany NameIperionX Ltd
 February 7, 2024 Page 2
 FirstName LastNameAnastasios Arima
IperionX Ltd
February 7, 2024
Page 2
Please address these requirements as they pertain to the reports that were required over the
last three fiscal years and future reports that will be required on Form 6-K.
Information on the Company, page 52
2.We note your disclosure on page 44 indicating your mineral resources are based on a
0.4% THM cut-off grade using a "revenue cost break even calculation" and listing
various related assumptions, such as the historical 2017 to 2021 annual average prices.

Please expand your disclosure to clarify how the inputs reconcile to the 0.4% THM
resource cut-off grade and provide us with the underlying calculations.
3.Please revise the rare earth oxide table disclosures on page 45 as necessary to resolve the
inconsistency between the heading to the table indicating the units are presented in US$/t,
and the columnar headings indicating the units are presented as US$/kg.
4.Given that you report some results of an initial assessment on page 47, such as the mine
life, average annual production, and annual operating costs, if these results include
inferred resources you must also report the corresponding results excluding inferred
resources along with the other information prescribed by Item 1302(d)(4)(ii) of Regulation
S-K, applicable pursuant to Instruction 3 to Item 4 of Form 20-F.
Exhibits 12.1 and 12.2, page 102
5.We note that your officer certifications do not include the introductory language
prescribed for paragraph 4, regarding internal control over financial reporting, although
you have included the representations required in subparagraph (b) and provided
management's report on internal control over financial reporting on page 99.

The introductory language in paragraph 4 should be expanded to clarify that the certifying
officers are also responsible for establishing and maintaining "...internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))," to
comply with Instruction 12 to the exhibit requirements in Form 20-F.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            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,

 FirstName LastNameAnastasios Arima
 Comapany NameIperionX Ltd
 February 7, 2024 Page 3
 FirstName LastName
Anastasios Arima
IperionX Ltd
February 7, 2024
Page 3
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
August 7, 2023
Gregory Swan
Chief Financial Officer
IperionX Limited
129 W Trade Street
Suite 1405
Charlotte, NC 28202
Re:IperionX Limited
Registration Statement on Form F-3
Filed July 28, 2023
File No. 333-273519
Dear Gregory Swan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Claudia Rios, Staff Attorney, at (202) 551-8770 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Eric Scarazzo, Esq.

CORRESP
1
filename1.htm

    IperionX Limited

    129 W Trade Street

    Suite 1405

    Charlotte, NC 28202

    August 7, 2023

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, DC 20549

    Attention: Claudia Rios

          Re:

            IperionX Limited

    Registration Statement on Form F-3 (File No. 333-273519)

    Dear Ms. Rios:

    IperionX Limited, a public company organized under the laws of Australia (the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective
      date of the Company’s Registration Statement on Form F‑3 (File No. 333-273519) (the “Registration Statement”) be accelerated and that it be declared effective August 9, 2023 at 4:00 p.m. Eastern time, or as soon as practicable thereafter, unless we
      or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time.

    Please direct any questions regarding this filing to Eric Scarazzo of Gibson, Dunn & Crutcher LLP at (212) 351-2389.

    Sincerely,

    /s/ Greg Swan

    Greg Swan

    Chief Financial Officer of IperionX Limited

    cc:          Eric Scarazzo, Gibson, Dunn & Crutcher LLP

United States securities and exchange commission logo
June 6, 2023
Gregory D. Swan
Chief Financial Officer
IperionX Limited
129 W Trade Street, Suite 1405
Charlotte, NC 28202
Re:IperionX Limited
Form 20-F for the Fiscal Year ended June 30, 2022
Filed August 26, 2022
File No. 001-41338
Dear Gregory D. Swan:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
May 3, 2023
Gregory D. Swan
Chief Financial Officer
IperionX Limited
129 W Trade Street, Suite 1405
Charlotte, NC 28202
Re:IperionX Limited
Form 20-F for the Fiscal Year ended June 30, 2022
Filed August 26, 2022
File No. 001-41338
Dear Gregory D. Swan:
            We have reviewed your April 17, 2023 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our April 13,
2023 letter.
Form 20-F for the Fiscal Year ended June 30, 2022
Exhibit 96.2
Section 11.8 - Cut-off Grade, page E-28
1.We note your response to prior comment 2 including your proposed disclosure of the
historical, spot, and forecast Rare Earth Elements (REE) prices and their proportions
found in your concentrates.

Please further revise your proposed disclosures for the annual report and technical report
summary to clarify that resources must have “reasonable prospects for economic
extraction” (i.e. remove the word "eventual" from your draft revisions) to more clearly
align with the mineral resource definition in Item 1300 of Regulation S-K.

Please also disclose whether your cutoff grade is the marginal or breakeven economic

 FirstName LastNameGregory D. Swan
 Comapany NameIperionX Limited
 May 3, 2023 Page 2
 FirstName LastName
Gregory D. Swan
IperionX Limited
May 3, 2023
Page 2
cutoff grade, based on the parameters provided.  After making these changes, please file
your amended Form 10-K along with the revised technical report summary.
            You may contact George K. Schuler, Mining Engineer, at (202) 551-3718 if you
have questions regarding the engineering comments or Karl Hiller, Branch Chief, at (202) 551-
 3686 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

      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

      April 17, 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 April 13, 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

      D. Property, Plant and Equipment

      Titan Project, page 42

            1.

              Please expand the disclosures proposed in response to prior comment 3, regarding the individual heavy mineral prices, to also include the individual prices for all of the Rare Earth
                Elements (REE) that contribute to your REE concentrate price along with the percentage of each REE found in your typical concentrate sold.

      Response 1: In response to the Staff’s comment, we will revise the disclosure as set forth as in Annex A attached hereto to also include the individual prices for all of the
          REE that contribute to our REE concentrate price along with the percentage of each REE found in our typical REE concentrate.

      Exhibit 15.1

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

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

            2.

              We note your response to prior comment 5 and the revisions proposed regarding disclosure of individual heavy mineral prices in the technical report summary. In addition to those changes,
                the individual prices for all of the Rare Earth Elements (REE) that contribute to the REE concentrate price along with the percentage of each REE found in your typical concentrate sold, should be disclosed; Table 21 should also be modified
                to include the historical prices along with the spot prices and forecast prices utilized.

      Response 2: In response to the Staff’s comment, we will revise the disclosure as set forth in Annex A attached hereto to also include the individual prices for all of the REE
          that contribute to our REE concentrate price along with the percentage of each REE found in our typical REE concentrate. We have also revised the disclosure to include the historical prices along with the spot prices and forecast prices utilized.

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

            3.

              We note your response to prior comment 7 including the proposed final mining limit map and LOM mine production schedule. The technical report summary should also include the mining
                schedules utilized in the cash flow analyses for mining both (i) indicated resources and (ii) indicated resources with inferred resources.

      Response 3: In response to the Staff’s comment, we will revise the disclosure as set forth as in Annex A attached hereto to also include the mining schedules utilized in the
          cash flow analyses for mining both (i) indicated resources and (ii) indicated resources with inferred resources.

      Section 19 - Economic Analysis, page E-57

            4.

              We note the revisions proposed in response to prior comment 10 regarding the cash flow analyses for the indicated resources and combined indicated and inferred resources.

      The cash flow analyses should be further revised to include the corresponding LOM production schedule (tonnage & grade) and a line item for royalties; and the results of the
        analyses should be described in the accompanying text with equal prominence.

      Response 4:  In response to the Staff’s comment, we will revise the disclosure as set forth as in Annex A attached hereto to also include the corresponding LOM production
          schedule (tonnage & grade). We respectfully advise the Staff that the only royalties payable are landowner royalties which we have included as a separate line item. We have also revised the disclosure to describe the results of the analyses
          in the accompanying text with equal prominence.

        2

              Sincerely,

              /s/ Greg Swan

              Greg Swan

              Chief Financial Officer

              Via E-mail:

              cc:

              Jeanne McMullin, Chief Legal Officer

              Eric Scarazzo, Gibson, Dunn & Crutcher LLP

        3

      Annex A

      Response 1:

      Mineral resources

      *****

      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:

            •

              historical 2017 to 2021 annual average prices for ilmenite, rutile, rare earth concentrate and zircon as set out below;

            •

              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.

      Historic, spot, and forecast product prices (US$/t, 2022 real terms, rounded).

              Product

              Historic

              2017 – 2021

              (annual average,

              US$/t)

              Spot

              pricing1

              Forecast

              2023 – 2027

              (annual average,

              US$/t)

              Forecast

              2028+

              (annual average,

              US$/t)

              Rare earth concentrate

              $4,8212

              $11,180 – $12,850

              $14,325

              $17,690

              Rutile

              $1,030

              $1,960 – $2,280

              $1,475

              $1,285

              Chloride Ilmenite

              $200

              $390 – $470

              $305

              $310

              Zircon (premium)

              $1,405

              $2,500 – $3,025

              $2,240

              $1,685

              Zircon (concentrate)

              $630

              $945 – $1,330

              $1,010

              $760

        4

      Historic, spot, and forecast individual REE prices (US$/t, 2022 real terms, rounded).

              Rare Earth Oxide

              Historic

              2017 - 2021

              (annual average

              US$/kg)3

              Spot

              pricing4

              (US$/kg)

              Forecast

              2023 - 2027

              (annual average

              US$/kg)

              Forecast

              2028+

              (annual average

              US$/kg)

              Lanthanum

              $1.8

              $1.2

              $1.4

              $1.4

              Cerium

              $1.8

              $1.3

              $1.5

              $1.5

              Praseodymium

              $64.1

              $143.9

              $194.4

              $242.4

              Neodymium

              $58.5

              $143.9

              $204.6

              $255.1

              Samarium

              $2.0

              $3.3

              $4.9

              $6.8

              Europium

              $36.4

              $27.6

              $34.5

              $40.2

              Gadolinium

              $26.5

              $79.0

              $108.1

              $130.1

              Terbium

              $692.2

              $2,109.6

              $2,419.6

              $2,935.2

              Dysprosium

              $254.6

              $371.2

              $565.5

              $690.6

              Holmium

              $76.6

              $193.1

              $295.5

              $337.1

              Erbium

              $26.7

              $53.7

              $64.8

              $73.9

              Ytterbium

              $16.2

              $14.8

              $18.6

              $21.7

              Lutetium

              $666.1

              $782.7

              $900.9

              $1,051.0

              Yttrium

              $3.8

              $12.3

              $16.1

              $22.7

      Pricing has been based upon the following standard product specification requirements:

      Initial Assessment product specification requirements.

              Product

              Product specification requirements

              Rare earth concentrate

              Mineral rare earth concentrate with 58.68 weight % total rare earth oxides (TREO) – as set out in the table below. Value of rare earth concentrate calculated as 31% value of contained TREO plus 10% premium
                for Titan Project’s heavy rare earth enrichment.

              Rutile

              Bulk rutile with titanium dioxide content (TiO2) of 94% - 96%

              Chloride Ilmenite

              Chloride ilmenite with titanium dioxide content (TiO2) of 58% - 65%

              Zircon (premium)

              Premium bulk zircon with ZrO2 + HfO2 >66%

              Zircon (concentrate)

              Zircon concentrate with ZrO2 + HfO2 >30%

      Key product specifications of Titan-derived rare earth mineral concentrate.

              Rare Earth Oxide

              Concentration (weight %)

              La

              10.50%

              Ce

              21.90%

              Pr

              2.59%

              Nd

              9.85%

              Sm

              1.80%

              Eu

              0.15%

              Gd

              1.48%

              Tb

              0.20%

              Dy

              1.19%

              Ho

              0.22%

              Er

              0.66%

              Tm

              0.09%

              Yb

              0.54%

              Lu

              0.08%

              Y

              7.43%

              TREO

              58.68%

            1

              Sources: Ruidow.com at June 29, 2022 and Iluka Resources.

            2

              Refer to table below for individual prices for REE’s that contribute to the REE concentrate price and table below for the percentage of each REE in our REE concentrate. REE historic average pricing is based
                on limited available data for 2017.

            3

              REE historic average pricing is based on limited available data for 2017.

            4

              Source: Argus at June 29, 2022.

        5

      Response No. 2

                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 on a revenue cost break even calculation and is based on the following assumptions:

            •

              historical 2017 to 2021 annual average prices for ilmenite, rutile, rare earth concentrate and zircon as set out in Tables 17 and 18;

            •

              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 Initial Assessment, Mineral Resources are amenable to exploitation, incorporating a multi-decade mine life and the application of conventional mining and processing technology.

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

      *****

        6

      Table 17: Historic, spot, and forecast product prices (US$/t, 2022 real terms, rounded).

              Product

              Historic

              2017 – 2021

              (annual average,

              US$/t)

              Spot

              pricing12

              (US$/kg)

              Forecast

              2023 – 2027

              (annual average,

              US$/t)

              Forecast

              2028+

              (annual average,

              US$/t)

              Rare earth concentrate

              $4,82113

              $11,180 – $12,850

              $14,325

              $17,690

              Rutile

              $1,030

              $1,960 – $2,280

              $1,475

              $1,285

              Chloride Ilmenite

              $200

              $390 – $470

              $305

              $310

              Zircon (premium)

              $1,405

              $2,500 – $3,025

              $2,240

              $1,685

              Zircon (concentrate)

              $630

              $945 – $1,330

              $1,010

              $760

      Table 18: Historic, spot, and forecast individual REE prices (US$/t, 2022 real terms, rounded).

              Rare Earth Oxide

              Historic

              2017 - 2021

              (annual average

              US$/kg)14

              Spot

              pricing15

              (US$/kg)

              Forecast

              2023 - 2027

              (annual average

              US$/kg)

              Forecast

              2028+

              (annual average

              US$/kg)

              Lanthanum

              $1.8

              $1.2

              $1.4

              $1.4

              Cerium

              $1.8

              $1.3

              $1.5

              $1.5

              Praseodymium

              $64.1

              $143.9

              $194.

United States securities and exchange commission logo
April 13, 2023
Gregory D. Swan
Chief Financial Officer
IperionX Limited
129 W Trade Street, Suite 1405
Charlotte, NC 28202
Re:IperionX Limited
Form 20-F for the Fiscal Year ended June 30, 2022
Filed August 26, 2022
File No. 001-41338
Dear Gregory D. Swan:
            We have reviewed your March 31, 2023 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our March 20,
2023 letter.
Form 20-F for the Fiscal Year ended June 30, 2022
D. Property, Plant and Equipment
Titan Project, page 42
1.Please expand the disclosures proposed in response to prior comment 3, regarding the
individual heavy mineral prices, to also include the individual prices for all of the Rare
Earth Elements (REE) that contribute to your REE concentrate price along with the
percentage of each REE found in your typical concentrate sold.
Section 11.8 - Cut-off Grade, page E-28
2.We note your response to prior comment 5 and the revisions proposed regarding
disclosure of individual heavy mineral prices in the technical report summary.  In addition
to those changes, the individual prices for all of the Rare Earth Elements (REE) that

 FirstName LastNameGregory D. Swan
 Comapany NameIperionX Limited
 April 13, 2023 Page 2
 FirstName LastName
Gregory D. Swan
IperionX Limited
April 13, 2023
Page 2
contribute to the REE concentrate price along with the percentage of each REE found in
your typical concentrate sold, should be disclosed; Table 21 should also be modified to
include the historical prices along with the spot prices and forecast prices utilized.
Section 13.3 - Production Target and Mine Schedule, page E-32
3.We note your response to prior comment 7 including the proposed final mining limit map
and LOM mine production schedule.  The technical report summary should also include
the mining schedules utilized in the cash flow analyses for mining both (i) indicated
resources and (ii) indicated resources with inferred resources.
Section 19 - Economic Analysis, page E-57
4.We note the revisions proposed in response to prior comment 10 regarding the cash flow
analyses for the indicated resources and combined indicated and inferred resources.

The cash flow analyses should be further revised to include the corresponding LOM
production schedule (tonnage & grade) and a line item for royalties; and the results of the
analyses should be described in the accompanying text with equal prominence.

            You may contact George K. Schuler, Mining Engineer, at (202) 551-3718 if you
have questions regarding the engineering comments or Karl Hiller, Branch Chief, at (202) 551-
 3686 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

      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.

        2

      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

        3

            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

    4

    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

United States securities and exchange commission logo
March 20, 2023
Gregory D. Swan
Chief Financial Officer
IperionX Limited
129 W Trade Street, Suite 1405
Charlotte, NC 28202
Re:IperionX Limited
Form 20-F for the Fiscal Year ended June 30, 2022
Filed August 26, 2022
File No. 001-41338
Dear Gregory D. Swan:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
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

 FirstName LastNameGregory D. Swan
 Comapany NameIperionX Limited
 March 20, 2023 Page 2
 FirstName LastNameGregory D. Swan
IperionX Limited
March 20, 2023
Page 2
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.
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.
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.
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.
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.
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.

 FirstName LastNameGregory D. Swan
 Comapany NameIperionX Limited
 March 20, 2023 Page 3
 FirstName LastName
Gregory D. Swan
IperionX Limited
March 20, 2023
Page 3
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.
Section 16.2 - Price Forecasts, page E-48
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.
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.
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.
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.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact George K. Schuler, Mining Engineer, at (202) 551-3718 if you have
questions regarding the engineering comments or Karl Hiller, Branch Chief, at (202) 551-
3686 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

    June 13, 2022

    VIA EDGAR AND ELECTRONIC MAIL

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, DC 20549

    Attention:  Timothy S. Levenberg

          Re:

            IperionX Limited

              Registration Statement on Form 20-F (File No. 001-41338)

    Ladies and Gentlemen:

    Pursuant to Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as amended, the registrant IperionX Limited (the “Company”), respectfully requests acceleration of the effectiveness of the above-referenced
      Registration Statement (the “Registration Statement”), so as to become effective at 12:00 p.m. Eastern time on Wednesday, June 15, 2022 or as soon as possible thereafter.

    The Company has been informed by the Nasdaq Capital Market (“Nasdaq”) that Nasdaq will certify to the Commission that the Company has been approved by Nasdaq for listing and registration.

    We understand that The Bank of New York Mellon, as Depositary for securities against which American Depositary Shares are to be issued, has requested that Form F-6 Registration Statement of the Company (File No.
      333-265172) be declared effective simultaneously with the Form 20-F, and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we concur with that request.

    Please do not hesitate to contact Eric Scarazzo of Gibson, Dunn & Crutcher LLP at (212) 351-2389 with any questions or comments with respect to this letter.

              Very truly yours,

            By:

            /s/  Anastasios Arima

              Anastasios Arima

              Chief Executive Officer and Managing Director

CORRESP
1
filename1.htm

    May 24, 2022

    VIA EDGAR

    Division of Corporation Finance

    Office of Energy & Transportation

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C.  20549

            Re:

            IperionX Limited

            Amendment No. 1 to Registration Statement on Form 20-F

            Filed May 4, 2022

            CIK No. 0001898601

    To Whom It May Concern:

    On behalf of IperionX Limited (the “Company”), this letter responds to your letter, dated May 20, 2022 (the “Comment Letter”), regarding the above-referenced Amendment No. 1 to Registration Statement on
      Form 20-F, filed on May 4, 2022.  Each comment of the Staff of the Division of Corporation Finance (the “Staff”) is set forth below, followed by the corresponding response.  For ease of reference, the headings and numbered paragraphs below
      correspond to the headings and numbered comments in the Comment Letter.  Each response of the Company is set forth in ordinary type beneath the corresponding comment of the Staff appearing in bold type.

    The Company is concurrently filing its amended registration statement on Form 20-F (the “Form 20-F”).  All page number references contained in the Company’s responses below correspond to the page numbers in the
      Form 20-F.

    Amendment No. 1 to Registration Statement on Form 20-F Filed May 4, 2022

    Risk Factors

    We rely and will rely on independent contractors, consultants and other third parties to provide key development and operational services..., page 11

          1.

            We note the general disclosure that you depend and will depend on subcontractors, consultants and other third parties to provide supply chain functions, including sourcing certain subcomponents and assemblies,
              and in process development activities. You further disclose that your operations and operating results may be adversely affected if you experience problems with your subcontractors, consultants or other third parties. Please expand your
              disclosures to discuss whether your business, projects, or operations are materially impacted by supply chain disruptions, especially in light of Russia’s invasion of Ukraine. For example, discuss whether you have or expect to:

          •

            suspend the purchase, sale, or maintenance of certain items used to conduct or develop your business;

          •

            experience higher costs due to constrained capacity or increased commodity prices or challenges sourcing materials or services; or

    Division of Corporation Finance

    Office of Energy & Transportation

    U.S. Securities and Exchange Commission

    May 24, 2022

    Page 2

          •

            be exposed to supply chain risk in light of Russia’s invasion of Ukraine and/or related geopolitical tension.

    Explain whether and how you have undertaken efforts to mitigate the impact and, where possible, quantify the impact to your business.

    While supply chain disruptions have not had and are not expected to have a material impact on our business and results of operations, we have revised page 11 of the Form 20-F in response to the Staff’s comment.

    Item 7 Major Shareholders and Related Party Transactions, page 65

          2.

            Please update to provide disclosure as of the most recent practicable date, to the extent that the information is known to the company or can be ascertained from public filings. We note that your ordinary shares
              have been listed on the Australian Securities Exchange. See Item 7 of Form 20-F.

    Pages 64, 65 and 66 of the Form 20-F have been revised in response to the Staff’s comment.

    *          *          *

    We would be pleased to address any further Staff comments or questions related to the above matters.  If the Staff wishes to discuss this letter at any time, please do not hesitate to contact our counsel at Gibson, Dunn
      & Crutcher LLP, Eric Scarazzo at (212) 351-2389.

            Very truly yours,

            /s/  Anastasios Arima

            Anastasios Arima

            Chief Executive Officer and Managing Director

United States securities and exchange commission logo
May 20, 2022
Anastasios Arima
Chief Executive Officer and Managing Director
IperionX Limited
129 W Trade Street
Suite 1405
Charlotte, NC 28202
Re:IperionX Limited
Amendment No. 1 to Registration Statement on Form 20-F
Filed May 4, 2022
File No. 001-41338
Dear Mr. Arima:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 20FR-12B
Risk Factors
We rely and will rely on independent contractors, consultants and other third parties to provide
key development and operational services..., page 11
1.We note the general disclosure that you depend and will depend on subcontractors,
consultants and other third parties to provide supply chain functions, including sourcing
certain subcomponents and assemblies, and in process development activities.  You
further disclose that your operations and operating results may be adversely affected if
you experience problems with your subcontractors, consultants or other third
parties.  Please expand your disclosures to discuss whether your business, projects, or
operations are materially impacted by supply chain disruptions, especially in light of
Russia’s invasion of Ukraine. For example, discuss whether you have or expect to:

 FirstName LastNameAnastasios Arima
 Comapany NameIperionX Limited
 May 20, 2022 Page 2
 FirstName LastName
Anastasios Arima
IperionX Limited
May 20, 2022
Page 2
•suspend the purchase, sale, or maintenance of certain items used to conduct or
develop your business;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials or services; or
•be exposed to supply chain risk in light of Russia’s invasion of Ukraine and/or related
geopolitical tension.

Explain whether and how you have undertaken efforts to mitigate the impact and, where
possible, quantify the impact to your business.
Item 7 Major Shareholders and Related Party Transactions, page 65
2.Please update to provide disclosure as of the most recent practicable date, to the extent
that the information is known to the company or can be ascertained from public filings.
We note that your ordinary shares have been listed on the Australian Securities Exchange.
See Item 7 of Form 20-F.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 or Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding comments on the
financial statements and related matters. For questions regarding engineering comments, you
may contact John Coleman, Mining Engineer, at (202) 551-3610. You may contact Timothy S.
Levenberg, Special Counsel, at (202) 551-3707 or Loan Lauren Nguyen, Legal Branch Chief, at
(202) 551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeanne McMullin, Esq., Chief Legal Officer

CORRESP
1
filename1.htm

      May 4, 2022

      VIA EDGAR

      Division of Corporation Finance

      Office of Energy & Transportation

      U.S. Securities and Exchange Commission

      100 F Street, N.E.

      Washington, D.C.  20549

            Re:

              IperionX Limited

                Registration Statement on Form 20-F

                Filed March 29, 2022

                CIK No. 0001898601

      To Whom It May Concern:

      On behalf of IperionX Limited (the “Company”), this letter responds to your letter, dated April 12, 2022 (the “Comment Letter”), regarding the above-referenced Registration Statement on Form 20-F, filed
        on March 29, 2022.  Each comment of the Staff of the Division of Corporation Finance (the “Staff”) is set forth below, followed by the corresponding response.  For ease of reference, the headings and numbered paragraphs below correspond to
        the headings and numbered comments in the Comment Letter.  Each response of the Company is set forth in ordinary type beneath the corresponding comment of the Staff appearing in bold type.

      The Company is concurrently filing its amended registration statement on Form 20-F (the “Form 20-F”).  All page number references contained in the Company’s responses below correspond to the page numbers in the
        Form 20-F.

      Form 20-F Filed March 29, 2022

      Presentation of Financial Information, page 6

            1.

              We note that you refer to the accounting target in your reverse acquisition as Tao Commodities Limited under this heading although you have not provided this distinction within your index of financial
                statements on page F-1, or in labeling the financial statements on pages F-34 through F-61. We also note that you have not identified Hyperion Metals (Australia) Pty Ltd (“HMAPL”), the accounting acquirer in your reverse acquisition, within
                your index of financial statements, or in labeling the financial statements on pages F-3 through F-32, and pages F-62 through F-69. Please revise your filing as necessary to distinguish financial statements of the accounting target from
                those of the accounting acquirer, including the index, all pages from F-2 through F-69, and associated narratives. Please also revise your reference to “the acquisition of the Titan Project on December 1, 2020,” in the first paragraph on
                page 3, to clarify whether this is intended to be synonymous with HMAPL.

      Division of Corporation Finance

      Office of Energy & Transportation

      U.S. Securities and Exchange Commission

      May 4, 2022

      Page 2

      Pages 3, 7, 25, 48 and 49 of the Form 20-F have been revised in response to the Staff’s comment. The financial statements, including the index, have also been revised in response to the Staff’s comment to distinguish financial statements of the
        accounting acquiree from those of the accounting acquirer. In addition, we have regrouped the financial statements so that the audited and unaudited financial statements of the accounting acquirer are presented first, followed by the audited
        financial statements of the accounting acquiree.

            2.

              We note that you have numerous labels and references to financial periods without specifying the corresponding dates. Please revise all tabular details and associated narratives throughout the filing as
                necessary to specify the inception or cut-off dates for any periods for which activity is being presented or discussed, where these correspond to partial fiscal periods, or to provide clarification if the activity corresponds to a complete
                fiscal year or complete fiscal interim period by specifying the year, number of months, or fiscal quarter covered by the report. Please obtain and file updated audit opinions from your auditor that clearly identify the particular periods
                that are covered by the opinions on pages F-2 and F-33.

      The financial statements have been revised in response to this comment to clarify the applicable financial periods throughout the Form 20-F. We have also obtained and filed updated audit opinions from our auditor that clearly identify the
        particular periods that are covered by the opinions on pages F-2 and F-45.

      D. Property, Plant and Equipment, page 38

            3.

              We note that you reference incremental disclosures provided on pages 38 and 39 in your response to prior comment 9. However, we do not see details of future exploration plans or the related costs under either
                the Property, Plant and Equipment section referenced in your reply, or under Exploration and Development Plans on pages 30 and 31, although you do indicate that you have plans to complete further drilling in order to expand and increase
                confidence in the Titan Project deposit, and to complete scoping, pre-feasibility, hydrology and geotechnical studies within the next twelve months.

      Please expand these disclosures to provide greater specificity of your plans and the expected costs, including the extent of drilling and sampling that will be conducted, whether
        the scoping and pre-feasibility studies will adhere to the definitions and guidelines in Subpart 1300 of Regulation S-K, and other details that would characterize or convey the scale or adequacy of the studies to be performed during the next twelve
        months, relative to the Titan Project development milestones and timelines mentioned elsewhere in your filing, to comply with Item 1304(b) of Regulation S-K.

      If you do not have detailed plans for any component of the exploration and development plans referenced above, please include a statement to this effect in your disclosure.

      Pages 32 and 43 of the Form 20-F have been revised in response to the Staff’s comment.

            4.

              We note that you have removed details of your Titan Project exploration activities in response to prior comment 10. However, you previously characterized the property as “one of the largest critical mineral
                deposits in the U.S.,” and you currently disclose that you have completed exploration drilling programs comprising more than 10,000 meters, which we understand includes 107 sonic core drill holes amounting to 4,101 meters that are
                associated with your report of mineral resources under the JORC Code.

      Division of Corporation Finance

      Office of Energy & Transportation

      U.S. Securities and Exchange Commission

      May 4, 2022

      Page 3

      We also note disclosures elsewhere in the filing indicating that executive compensation and certain equity instruments are economically correlated with Titan Project development
        milestones and timelines. Given the foregoing, we continue to believe that you will need to provide additional disclosures about your exploration results to comply with Item 1304(g)(2), (4) and (6)(i) of Regulation S-K, while adhering to Item 1302
        (a)(1) of Regulation S-K. Please revise accordingly.

      Pages 8, 31, 32, 40, 41, 42 and 43 of the Form 20-F have been revised in response to the Staff’s comment.

      Additional Information

      Share Capital

      Overview, page 64

            5.

              Please modify your disclosures in this section to address both ordinary shares and performance shares under appropriate sub-headings. Your disclosure about performance shares should specify the number of Class
                A and Class B performance shares issued, as requested in prior comment 12, and indicate how the Pre-Feasibility Study Milestone criteria and the First Production Milestone criteria will be applied in determining whether the shares are
                converted into ordinary shares on a 1:1 basis or some other basis.

      For example, commentary about performance shares in the eighth and ninth bullet points on page 65 may be repositioned to a Performance Share sub-heading under Overview, and expanded
        to clarify how the conversion terms function if milestone criteria are not achieved. Given your response to prior comment 13, indicating that conversion terms in the event that performance criteria are not achieved depend on the number of holders,
        please disclose the number of holders of each class and the number of ordinary shares into which the Class A and Class B shares will convert for any shares that do not convert on a 1:1 basis, in the event that neither performance criterion is met,
        or if only one performance criterion is met.

      Please also clarify whether holders of the Class A performance shares are also the holders of the Class B performance shares.

      Pages 68 and 69 of the Form 20-F has been revised in response to the Staff’s comment.

      Financial Statements

      Annual Consolidated Financial Statements of IperionX Limited (formerly Hyperion Metals (Australia) Pty. Ltd.)

      Note 10 - Contributed Equity, page F-17

            6.

              We note that you have modified the equity movements tabulation in response to prior comment 13 to eliminate the reversing entry for previously issued shares while adjusting the number of shares issued to effect
                the exchange, also to show the Class A and Class B performance shares in separate columns, and to identify shares issued to facilitators apart from the recognition of legal acquirer shares. Please address the following additional points.

      Division of Corporation Finance

      Office of Energy & Transportation

      U.S. Securities and Exchange Commission

      May 4, 2022

      Page 4

            •

              Based on your description of the exchange it appears that you would need to adjust the first two lines of your tabulation, beyond the opening zero balances, to reflect the application of paragraph B22(d) of
                IFRS 3, and to remove the third line depicting the issuance of shares to complete the transaction. For example, if the ordinary and performance shares were issued to the same recipients of the initial issuances on a pro rata basis, it
                appears that you would multiply the ordinary share activity by 265 (26,500,000 divided by 100,000), which would convert the 1 to 265 and the 99,999 to 26,499,735, and that you would report performance shares of 180 in each of the A and B
                columns (18,000,000 divided by 100,000) for the first line, and 17,999,820 in each of the A and B columns on the second line, to comply with this guidance. Please clarify if there are reasons you have not applied this guidance as prescribed
                or if any of these shares were issued to other parties.

            •

              Modify the tabulation of interim equity movements on page F-67 to present the Class A and Class B performance shares in separate columns, as you have done with the corresponding disclosure on page F-17, and to
                report equity movements for the corresponding period of the preceding fiscal year, to comply with paragraph 5(ea) of IAS 34 and paragraph 38A of IAS 1.

            •

              Modify the equity statements on pages F-5 and F-64 to separately identify the entry corresponding to the shares that were issued to facilitators, and expand your disclosure under this heading to explain how you
                accounted for the shares, including your valuation approach and rationale, and to identify the recipients and to describe the services that were provided which facilitated the reverse acquisition.

      Pages F-5, F-18,  F-24,  F-38 and F-42 have been revised in response to the Staff’s comment.

            7.

              We note that you have modified the disclosure in the first paragraph on page F-19 in response to prior comment 13 to indicate that each holder of performance shares not converted into ordinary shares on a 1:1
                basis pursuant to either the Pre-Feasibility Study Milestone criteria applicable to the Class A performance shares, or the First Production Milestone criteria applicable to the Class B performance shares, would receive a single ordinary
                share in exchange for all performance shares held at the applicable expiry date. Please expand this disclosure to specify the number of ordinary shares into which the Class A and Class B shares will convert if neither performance criterion
                is met and if only one performance criterion is met.

      Page F-20 of the Form 20-F has been revised in response to the Staff’s comment.

      Note 14 - Reverse Acquisition Accounting, page F-22

            8.

              We note that you describe in footnote (1) to the tabulation on page F-23 various considerations made in computing the value of equity utilized in your computation of the cost of listing. However, it is unclear
                how the value of equity interests deemed to have been issued by HMAPL were “adjusted by the fair value of share-based contingent consideration deemed to have been issued to the existing equity holders of the Company and the fair value of
                share-based contingent consideration issued to the equity holders of HMAPL,” as indicated. You also state that US$6,433,752 “has been allocated to issued share capital (i.e. ordinary shares and performance shares).”

      Please quantify the individual components and adjustments made in a separate tabulation, including any shares issued to the facilitators identified in your response to prior comment
        13, if applicable, and explain why contingent consideration issued to the stockholders of each entity is appropriately reflected in the computation and consistent with the guidance in paragraph B20 of IFRS 3, if this is your view.

      Division of Corporation Finance

      Office of Energy & Transportation

      U.S. Securities and Exchange Commission

      May 4, 2022

      Page 5

      Page F-26 of the Form 20-F has been revised in response to the Staff’s comment. We believe that the value of equity utilized in our computation of the cost of listing is appropriate and consistent with the guidance in paragraph B20 of IFRS 3.
        The deemed equity consideration in respect of the reverse acquisition represents a share-based payment in accordance with IFRS 2, and, pursuant to IFRS 2, at the date of the share-based payment representing the cost of listing, the accounting
        acquirer needs to include in its estimate of the grant date fair value of the share-based payment, an increase of that value as a result of any contingent equity awards deemed to have been issued by the accounting acquirer to the previous equity
        holders of the accounting target, and, conversely, a reduction of that value as a result of any contingent equity awards (i.e. additional potential shares) issued by the accounting target to the previous equity holders of the accounting acquirer.

      *          *          *

      Division of Corporation Finance

      Office of Energy & Transportation

      U.S. Securities and Exchange Commission

      May 4, 2022

      Page 6

      We would be pleased to address any further Staff comments or questions related to the above matters.  If the Staff wishes to discuss this letter at any time, please do not hesitate to contact our counsel at Gibson,
        Dunn & Crutcher LLP, Eric Scarazzo at (212) 351-2389.

              Very truly yours,

              /s/ Anastasios Arima

              Anastasios Arima

              Chief Executive Officer and Managing Director

United States securities and exchange commission logo
April 12, 2022
Anastasios Arima
Chief Executive Officer and Managing Director
IperionX Limited
129 W Trade Street
Suite 1405
Charlotte, NC 28202
Re:IperionX Limited
Registration Statement on Form 20-F
Filed March 29, 2022
File No. 001-41338
Dear Mr. Arima:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.

Form 20-F Filed March 29, 2022
Presentation of Financial Information, page 6
1.We note that you refer to the accounting target in your reverse acquisition as Tao
Commodities Limited under this heading although you have not provided this distinction
within your index of financial statements on page F-1, or in labeling the financial
statements on pages F-34 through F-61.  We also note that you have not identified
Hyperion Metals (Australia) Pty Ltd (“HMAPL”), the accounting acquirer in your reverse
acquisition, within your index of financial statements, or in labeling the financial
statements on pages F-3 through F-32, and pages F-62 through F-69.  Please revise your
filing as necessary to distinguish financial statements of the accounting target from those
of the accounting acquirer, including the index, all pages from F-2 through F-69, and

 FirstName LastNameAnastasios Arima
 Comapany NameIperionX Limited
 April 12, 2022 Page 2
 FirstName LastNameAnastasios Arima
IperionX Limited
April 12, 2022
Page 2
associated narratives.  Please also revise your reference to “the acquisition of the Titan
Project on December 1, 2020,” in the first paragraph on page 3, to clarify whether this is
intended to be synonymous with HMAPL.
2.We note that you have numerous labels and references to financial periods without
specifying the corresponding dates.  Please revise all tabular details and associated
narratives throughout the filing as necessary to specify the inception or cut-off dates for
any periods for which activity is being presented or discussed, where these correspond to
partial fiscal periods, or to provide clarification if the activity corresponds to a complete
fiscal year or complete fiscal interim period by specifying the year, number of months, or
fiscal quarter covered by the report.  Please obtain and file updated audit opinions from
your auditor that clearly identify the particular periods the are covered by the opinions on
pages F-2 and F-33.
D. Property, Plant and Equipment, page 38
3.We note that you reference incremental disclosures provided on pages 38 and 39 in your
response to prior comment 9.  However, we do not see details of future exploration plans
or the related costs under either the Property, Plant and Equipment section referenced in
your reply, or under Exploration and Development Plans on pages 30 and 31, although
you do indicate that you have plans to complete further drilling in order to expand and
increase confidence in the Titan Project deposit, and to complete scoping, pre-feasibility,
hydrology and geotechnical studies within the next twelve months.

Please expand these disclosures to provide greater specificity of your plans and the
expected costs, including the extent of drilling and sampling that will be conducted,
whether the scoping and pre-feasibility studies will adhere to the definitions and
guidelines in Subpart 1300 of Regulation S-K, and other details that would characterize or
convey the scale or adequacy of the studies to be performed during the next twelve
months, relative to the Titan Project development milestones and timelines mentioned
elsewhere in your filing, to comply with Item 1304(b) of Regulation S-K.

If you do not have detailed plans for any component of the exploration and development
plans referenced above, please include a statement to this effect in your disclosure.
4.We note that you have removed details of your Titan Project exploration activities in
response to prior comment 10. However, you previously characterized the property as
"one of the largest critical mineral deposits in the U.S.," and you currently disclose that
you have completed exploration drilling programs comprising more than 10,000 meters,
which we understand includes 107 sonic core drill holes amounting to 4,101 meters that
are associated with your report of mineral resources under the JORC Code.

We also note disclosures elsewhere in the filing indicating that executive compensation
and certain equity instruments are economically correlated with Titan Project
development milestones and timelines. Given the foregoing, we continue to believe that

 FirstName LastNameAnastasios Arima
 Comapany NameIperionX Limited
 April 12, 2022 Page 3
 FirstName LastNameAnastasios Arima
IperionX Limited
April 12, 2022
Page 3
you will need to provide additional disclosures about your exploration results to comply
with Item 1304(g)(2), (4) and (6)(i) of Regulation S-K, while adhering to Item 1302 (a)(1)
of Regulation S-K.  Please revise accordingly.
Additional Information
Share Capital
Overview, page 64
5.Please modify your disclosures in this section to address both ordinary shares and
performance shares under appropriate sub-headings. Your disclosure about performance
shares should specify the number of Class A and Class B performance shares issued, as
requested in prior comment 12, and indicate how the Pre-Feasibility Study Milestone
criteria and the First Production Milestone criteria will be applied in determining whether
the shares are converted into ordinary shares on a 1:1 basis or some other basis.

For example, commentary about performance shares in the eighth and ninth bullet points
on page 65 may be repositioned to a Performance Share sub-heading under Overview, and
expanded to clarify how the conversion terms function if milestone criteria are not
achieved.  Given your response to prior comment 13, indicating that conversion terms in
the event that performance criteria are not achieved depend on the number of holders,
please disclose the number of holders of each class and the number of ordinary shares into
which the Class A and Class B shares will convert for any shares that do not convert on a
1:1 basis, in the event that neither performance criterion is met, or if only one performance
criterion is met.

Please also clarify whether holders of the Class A performance shares are also the holders
of the Class B performance shares.
Financial Statements
Annual Consolidated Financial Statements of IperionX Limited (formerly Hyperion Metals
(Australia) Pty. Ltd.)
Note 10 - Contributed Equity, page F-17
6.We note that you have modified the equity movements tabulation in response to prior
comment 13 to eliminate the reversing entry for previously issued shares while adjusting
the number of shares issued to effect the exchange, also to show the Class A and Class B
performance shares in separate columns, and to identify shares issued to facilitators apart
from the recognition of legal acquirer shares.  Please address the following additional
points.

•Based on your description of the exchange it appears that you would need to adjust
the first two lines of your tabulation, beyond the opening zero balances, to reflect the
application of paragraph B22(d) of IFRS 3, and to remove the third line depicting the
issuance of shares to complete the transaction. For example, if the ordinary and

 FirstName LastNameAnastasios Arima
 Comapany NameIperionX Limited
 April 12, 2022 Page 4
 FirstName LastNameAnastasios Arima
IperionX Limited
April 12, 2022
Page 4
performance shares were issued to the same recipients of the initial issuances on a pro
rata basis, it appears that you would multiply the ordinary share activity by 265
(26,500,000 divided by 100,000), which would convert the 1 to 265 and the 99,999 to
26,499,735, and that you would report performance shares of 180 in each of the A
and B columns (18,000,000 divided by 100,000) for the first line, and 17,999,820 in
each of the A and B columns on the second line, to comply with this guidance.
Please clarify if there are reasons you have not applied this guidance as prescribed or
if any of these shares were issued to other parties.

•Modify the tabulation of interim equity movements on page F-67 to present the Class
A and Class B performance shares in separate columns, as you have done with the
corresponding disclosure on page F-17, and to report equity movements for the
corresponding period of the preceding fiscal year, to comply with paragraph 5(ea) of
IAS 34 and paragraph 38A of IAS 1.

•Modify the equity statements on pages F-5 and F-64 to separately identify the entry
corresponding to the shares that were issued to facilitators, and expand your
disclosure under this heading to explain how you accounted for the shares, including
your valuation approach and rationale, and to identify the recipients and to describe
the services that were provided which facilitated the reverse acquisition.
7.We note that you have modified the disclosure in the first paragraph on page F-19 in
response to prior comment 13 to indicate that each holder of performance shares not
converted into ordinary shares on a 1:1 basis pursuant to either the Pre-Feasibility Study
Milestone criteria applicable to the Class A performance shares, or the First Production
Milestone criteria applicable to the Class B performance shares, would receive a single
ordinary share in exchange for all performance shares held at the applicable expiry date.
Please expand this disclosure to specify the number of ordinary shares into which the
Class A and Class B shares will convert if neither performance criterion is met and if only
one performance criterion is met.
Note 14 - Reverse Acquisition Accounting, page F-22
8.We note that you describe in footnote (1) to the tabulation on page F-23 various
considerations made in computing the value of equity utilized in your computation of the
cost of listing.  However, it is unclear how the value of equity interests deemed to have
been issued by HMAPL were “adjusted by the fair value of share-based contingent
consideration deemed to have been issued to the existing equity holders of the Company
and the fair value of share-based contingent consideration issued to the equity holders of
HMAPL,” as indicated.  You also state that US$6,433,752 “has been allocated to issued
share capital (i.e. ordinary shares and performance shares).”

Please quantify the individual components and adjustments made in a separate tabulation,
including any shares issued to the facilitators identified in your response to prior comment

 FirstName LastNameAnastasios Arima
 Comapany NameIperionX Limited
 April 12, 2022 Page 5
 FirstName LastName
Anastasios Arima
IperionX Limited
April 12, 2022
Page 5
13, if applicable, and explain why contingent consideration issued to the stockholders of
each entity is appropriately reflected in the computation and consistent with the guidance
in paragraph B20 of IFRS 3, if this is your view.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 or Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding comments on the
financial statements and related matters.  For questions regarding engineering comments, you
may contact John Coleman, Mining Engineer, at (202) 551-3610.  You may contact Timothy S.
Levenberg, Special Counsel, at (202) 551-3707 or Loan Lauren Nguyen, Legal Branch Chief, at
(202) 551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeanne McMullin, Esq., Chief Legal Officer

CORRESP
1
filename1.htm

    March 29, 2022

    VIA EDGAR

    Division of Corporation Finance

    Office of Energy & Transportation

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C.  20549

              Re:

              IperionX Limited

              Draft Registration Statement on Form 20F

              Submitted February 17, 2022

              CIK No. 0001898601

    To Whom It May Concern:

    On behalf of IperionX Limited (the “Company”), this letter responds to your letter, dated March 16, 2022 (the “Comment Letter”), regarding the above-referenced draft Registration Statement on Form 20-F (the
      “Registration Statement”), confidentially submitted on February 17, 2022.  Each comment of the Staff of the Division of Corporation Finance (the “Staff”) is set forth below, followed by the corresponding response.  For ease of
      reference, the headings and numbered paragraphs below correspond to the headings and numbered comments in the Comment Letter.  Each response of the Company is set forth in ordinary type beneath the corresponding comment of the Staff appearing in bold
      type.

    The Company is concurrently filing publicly its registration statement on Form 20-F (the “Form 20-F”).  All page number references contained in the Company’s responses below correspond to the page numbers in the
      Form 20-F.

    Cover Page

          1.

            You checked the box on the registration statement cover page to indicate that you qualify as an “emerging growth company.” We note in addition the risk factor disclosure you provide at page 20 and the related
              discussion at pages 32-33. Please also identify any exemptions and scaled disclosures which overlap with those available to you as both a foreign private issuer and an emerging growth company. Lastly, please revise the disclosure at page 33
              to clarify that the described exemptions and scaled disclosures as a result of your status as a foreign private issuer will be available to you even if you no longer qualify as an emerging growth company.

    Pages 32-34 of the Form 20-F have been revised in response to the Staff’s comment.

    General, page 1

          2.

            We note your disclosure in the last paragraph on page 7 regarding a Competent Persons Statement including references to certain ASX announcements dated October 6, 2021, which are available on your website, and
              findings of the competent persons that are presented in the registration statement.

    Please expand your disclosure to clarify that you would need to obtain and file a report from a Qualified Person, as defined in Item 1300 of Regulation S-K, to support estimates of
      mineralization in your registration statement.

    Please also identify and discuss the criteria that distinguish a Competent Person from a Qualified Person, based on the relevant definitions, and indicate whether you have plans to
      obtain a Technical Summary Report from a Qualified Person to support future disclosures of mineralization.

    As noted in the Company’s response to Comment 3 below, the Company has revised the Form 20-F to remove references to the “maiden Mineral Resource” estimate for the Titan Project. Accordingly, page 7 of the Form 20-F
      has been revised to remove the Competent Persons Statement, which is no longer applicable.

          3.

            We note your disclosures on pages 29, 30, 32, and 38 regarding the preparation of a “maiden Mineral Resource” estimate for the Titan Project that was prepared under the JORC Code and which you believe “confirms
              the Titan Project as one of the largest critical mineral deposits” in the United States. Unless you are able to obtain and file a Technical Report Summary from a Qualified Person, as defined in Item 1300 of Regulation S-K, in support of the
              mineralization that has been estimated, please remove references to resources that have not been prepared under the guidelines described in Item 1302 of Regulation S-K.

    Pages 29, 30, 32 and 39 of the Form 20-F have been revised to remove references to resources that have not been prepared under the guidelines described in Item 1302 of Regulation S-K.

    Introduction, page 1

          4.

            You disclose that you aim to commercialize a series of patented titanium manufacturing technologies that have the potential to reduce the cost and carbon emissions of titanium production relative to what is
              commercially available today. Please revise to balance your disclosure here and throughout to clarify that you do not directly own the technology patents.

    Page 1 of the Form 20-F has been revised to clarify that the Company does not currently own the Technologies. The Company also respectfully notes that it is explicitly stated on page 9 of the Form 20-F that the Company
      does not currently own the technologies.

    Risk Factors, page 9

          5.

            You disclose that you have access to the Technologies through a master services agreement with Blacksand. At an appropriate place, disclose the material terms (including the duration) of the MSA, and file it and
              all material contracts as exhibits pursuant to Instruction 4 to Exhibits, Form 20-F.

    Pages 31 and 32 of the Form 20-F have been revised to disclose certain material terms of the Master Services Agreement (and related statements of work) and the Option of Exclusive License Agreement with Blacksand. The
      Option of Exclusive License Agreement and the Master Services Agreement have been filed as exhibits 4.2 and 4.3, respectively, to the Form 20-F.

          6.

            Expand your disclosure at page 14 under “Our directors may be in a position of conflict of interest” to name the four current members of management who apparently hold current positions with Piedmont Lithium, and
              expand the caption to also refer to officers as the text mentions both officers and directors. Also, please revise the description of your CEO’s business experience at page 49 to clarify the scope of his participation with that entity after
              June 2021, which was the end of your most recent fiscal period.

      2

    Pages 14 and 15 of the Form 20-F have been revised to name Todd Hannigan, Lamont Leatherman and Gregory Swan as the three current members of management who hold current positions with Piedmont Lithium. The Company
      advises the Staff that Anastasios Arima, the Company’s chief executive officer, has not held any position with Piedmont Lithium since his resignation as a director in June 2021.

          7.

            You disclose at page F-18 that the Performance Shares will convert into Ordinary Shares based upon certain terms and conditions. Please revise to describe the potential conversion of the Performance Shares into
              your Ordinary Shares and the attendant risks.

    Page 19 of the Form 20-F has been revised accordingly.

    Capital Expenditures, page 30

          8.

            We note the disclosure that if you complete a definitive Feasibility Study for the Titan Project and ultimately make a decision to develop the Titan Project, you will require substantial additional funds. We
              further note that your filing discusses the potential development of the Titan Project throughout the filing. Revise to disclose the estimated additional funds that you will need to develop the Titan Project so that investors may assess your
              anticipated funding requirements. For guidance, consider Item 5.B.3 of Form 20-F.

    Pages 30 and 47 of the Form 20-F have been revised accordingly.

    D. Property, Plant and Equipment, page 38

          9.

            Please revise your mineral property disclosure to include the following information pursuant to Item 1304(b) of regulation S-K:

          ●

            A description of your mineral rights, including the name and number of leases or options, the conditions that you must adhere to or achieve in order to retain the property, expiration dates, required payments,
              and royalties.

          ●

            A description of future exploration plans and the associated costs.

          ●

            A description of any significant encumbrances to the property including current and future permitting requirements based on current plans.

    Pages 38 and 39 of the Form 20-F have been revised accordingly.

          10.

            We note that you refer to the results of 107 sonic core drill holes that were drilled “during the fiscal years ended June 30, 2021 and 2022” on pages 31 and 38, which have been incorporated into a Mineral
              Resource estimate that you have reported publicly, although you do not disclose your exploration results.

    Please expand your disclosures to include the information required by Item 1304(g)(2) and (6)(i) of Regulation S-K. Please note that exploration results must be prepared by a
      qualified person to comply with Item 1302 (a)(1) of Regulation S-K.

    Pages 30 and 39 of the Form 20-F have been revised to remove references to the Mineral Resources estimate and exploration results.  The Company believes the disclosure required by Item 1304(g)(2) and (6)(i) of
      Regulation S-K is no longer applicable.

      3

    Employment Agreements with Executive Officers and Directors, page 55

          11.

            Please file your employment agreements with your directors and officers as exhibits to your registration statement. See Instruction 4(c) to Exhibits of Form 20-F.

    In accordance with Instruction 4.(c)(v) to Form 20-F, the Company is not required to file the employment agreements with its directors and officers because public filing of such agreements is not required in the
      Company’s home country and are not otherwise publicly disclosed by the Company. Accordingly, the Company has not filed these agreement as exhibits to the Form 20-F.

    Item 10. Additional Information

    A. Share Capital -- Overview, page 62

          12.

            Please revise your disclosure in the last paragraph under Overview on page 62, which begins by indicating the number of ordinary shares outstanding, to also specify the number of performance shares outstanding,
              and to more clearly differentiate between ordinary and performance shares that have been issued, and ordinary shares that have been reserved for issuance upon conversion of options, restricted stock units, performance shares, and performance
              rights.

    Page 64 of the Form 20-F has been revised accordingly.

    Financial Statements

    Note 10. Contributed Equity, page F-17

          13.

            Please revise the table of Movements in issued capital on page F-17 to recast the shares issued using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal
              parent issued in the reverse acquisition as well as the Consolidated Statement of Changes in Equity on page F-5, if necessary, to comply with paragraph B22(d) of IFRS 3.

    In addition, please revise the table to include the Class A and Class B performance shares mentioned on page F-18 in separate columns; and revise the first paragraph on page F-19,
      regarding the circumstances under which performance shares will convert into ordinary shares if such shares have not converted by the expiry date, to clarify whether the statement “such Performance Shares for each holder will automatically lapse and
      consolidate into one Performance Share and will then convert into one Ordinary Share” is indicating that multiple performance shares would be combined into a single performance share that would then be converted to an ordinary share, or simply that
      you would be removing the class distinction before converting each performance share to an ordinary share.

    The Company’s audited financial statements and footnotes 10(a), 10(c) and 11(b) to such financial statements have been amended accordingly on pages F-17 and F-19 of the Form 20-F.

          14.

            We note the table of Movements in issued capital on page F-49 reflects 57,386,667 ordinary shares of IperionX Limited outstanding as of December 1, 2020. Please reconcile this number of shares to the share
              information in the table of Movements in issued capital on page F-17 which depicts 60,036,667 ordinary shares and 3,600,000 performance shares of the legal acquirer outstanding as of December 1, 2020.

    Footnote 10(a) to the Company’s audited financial statements has been amended accordingly on page F-17 of the Form 20-F.

    Note 14. Reverse Acquisition Accounting, page F-22

          15.

            We note your disclosure in which you state you completed the acquisition of Hyperion Metals (Australia) Pty Ltd (“HMAPL”) by issuing shares and options to “the vendors.” Please confirm your reference to vendors
              refers to the shareholders of HMAPL.

      4

    The Company confirms that the reference to “the vendors” refers to the shareholders of HMAPL and has amended its disclosure on page F-22 of the Form 20-F to clarify.

          16.

            We note your disclosure in which you state within the interim financial statements for the period ended December 31, 2020 you provisionally accounted for the transaction as an asset acquisition by the legal
              parent; however, you concluded that in substance the transaction reflects a reverse acquisition. Further, you disclose that you expect to restate the interim financial statements to reflect the accounting implications of this change. Please
              confirm that the financial statements and related financial information presented in the registration statement reflect the appropriate accounting for this transaction and your reference to a restatement relates to financial statements filed
              elsewhere. In addition, please confirm the interim financial statements have been restated and filed accordingly.

    The Company’s audited financial statements and footnote 14 to such financial statements have been amended on page F-23 of the Form 20-F in response to the Staff’s comment. The Company confirms that the financial
      statements and related financial information presented in the registration statement have not been restated and reflect the appropriate accounting for the transaction noted in Comment 16.

    *          *          *

    We would be pleased to address any further Staff comments or questions related to the above matters.  If the Staff wishes to discuss this letter at any time, please do not hesitate to contact our counsel at Gibson, Dunn
      & Crutcher LLP, Eric Scarazzo at (212) 351-2389.

            Very truly yours,

            /s/  Anastasios Arima

            Anastasios Arima

            Chief Executive Officer and Managing Director

  5

United States securities and exchange commission logo
March 16, 2022
Anastasios Arima
Chief Executive Officer and Managing Director
IperionX Limited
129 W Trade Street
Suite 1405
Charlotte, NC 28202
Re:IperionX Limited
Draft Registration Statement on Form 20-F
Submitted February 17, 2022
CIK No. 0001898601
Dear Mr. Arima:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form 20-F
Cover page
1.You checked the box on the registration statement cover page to indicate that you qualify
as an “emerging growth company.”  We note in addition the risk factor disclosure you
provide at page 20 and the related discussion at pages 32-33.  Please also identify any
exemptions and scaled disclosures which overlap with those available to you as both a
foreign private issuer and an emerging growth company.  Lastly, please revise the
disclosure at page 33 to clarify that the described exemptions and scaled disclosures as a
result of your status as a foreign private issuer will be available to you even if you no
longer qualify as an emerging growth company.

 FirstName LastNameAnastasios Arima
 Comapany NameIperionX Limited
 March 16, 2022 Page 2
 FirstName LastNameAnastasios Arima
IperionX Limited
March 16, 2022
Page 2
General, page 1
2.We note your disclosure in the last paragraph on page 7 regarding a Competent Persons
Statement including references to certain ASX announcements dated October 6, 2021,
which are available on your website, and findings of the competent persons that are
presented in the registration statement.

Please expand your disclosure to clarify that you would need to obtain and file a report
from a Qualified Person, as defined in Item 1300 of Regulation S-K, to support estimates
of mineralization in your registration statement.

Please also identify and discuss the criteria that distinguish a Competent Person from a
Qualified Person, based on the relevant definitions, and indicate whether you have plans
to obtain a Technical Summary Report from a Qualified Person to support future
disclosures of mineralization.
3.We note your disclosures on pages 29, 30, 32, and 38 regarding the preparation of a
"maiden Mineral Resource" estimate for the Titan Project that was prepared under the
JORC Code and which you believe "confirms the Titan Project as one of the largest
critical mineral deposits" in the United States.  Unless you are able to obtain and file a
Technical Report Summary from a Qualified Person, as defined in Item 1300 of
Regulation S-K, in support of the mineralization that has been estimated, please remove
references to resources that have not been prepared under the guidelines described in Item
1302 of Regulation S-K.
Introduction, page 1
4.You disclose that you aim to commercialize a series of patented titanium manufacturing
technologies that have the potential to reduce the cost and carbon emissions of titanium
production relative to what is commercially available today.  Please revise to balance your
disclosure here and throughout to clarify that you do not directly own the technology
patents.
Risk Factors, page 9
5.You disclose that you have access to the Technologies through a master services
agreement with Blacksand.  At an appropriate place, disclose the material terms (including
the duration) of the MSA, and file it and all material contracts as exhibits pursuant to
Instruction 4 to Exhibits, Form 20-F.
6.Expand your disclosure at page 14 under "Our directors may be in a position of conflict of
interest" to name the four current members of management who apparently hold current
positions with Piedmont Lithium, and expand the caption to also refer to officers as the
text mentions both officers and directors.  Also, please revise the description of your
CEO's business experience at page 49 to clarify the scope of his participation with that
entity after June 2021, which was the end of your most recent fiscal period.

 FirstName LastNameAnastasios Arima
 Comapany NameIperionX Limited
 March 16, 2022 Page 3
 FirstName LastNameAnastasios Arima
IperionX Limited
March 16, 2022
Page 3
7.You disclose at page F-18 that the Performance Shares will convert into Ordinary
Shares based upon certain terms and conditions.  Please revise to describe the potential
conversion of the Performance Shares into your Ordinary Shares and the attendant risks.
Capital Expenditures, page 30
8.We note the disclosure that if you complete a definitive Feasibility Study for the Titan
Project and ultimately make a decision to develop the Titan Project, you will require
substantial additional funds.  We further note that your filing discusses the potential
development of the Titan Project throughout the filing.  Revise to disclose the estimated
additional funds that you will need to develop the Titan Project so that investors may
assess your anticipated funding requirements.  For guidance, consider Item 5.B.3 of Form
20-F.
D. Property, Plant and Equipment, page 38
9.Please revise your mineral property disclosure to include the following information
pursuant to Item 1304(b) of regulation S-K:

•A description of your mineral rights, including the name and number of leases or
options, the conditions that you must adhere to or achieve in order to retain the
property, expiration dates, required payments, and royalties.
•A description of future exploration plans and the associated costs.
•A description of any significant encumbrances to the property including current and
future permitting requirements based on current plans.
10.We note that you refer to the results of 107 sonic core drill holes that were drilled "during
the fiscal years ended June 30, 2021 and 2022" on pages 31 and 38, which have been
incorporated into a Mineral Resource estimate that you have reported publicly, although
you do not disclose your exploration results.

Please expand your disclosures to include the information required by Item 1304(g)(2)
and (6)(i) of Regulation S-K.  Please note that exploration results must be prepared by a
qualified person to comply with Item 1302 (a)(1) of Regulation S-K.

Employment Agreements with Executive Officers and Directors, page 55
11.Please file your employment agreements with your directors and officers as exhibits to
your registration statement. See Instruction 4(c) to Exhibits of Form 20-F.
Item 10. Additional Information
A. Share Capital -- Overview, page 62
12.Please revise your disclosure in the last paragraph under Overview on page 62, which
begins by indicating the number of ordinary shares outstanding, to also specify the
number of performance shares outstanding, and to more clearly differentiate between

 FirstName LastNameAnastasios Arima
 Comapany NameIperionX Limited
 March 16, 2022 Page 4
 FirstName LastNameAnastasios Arima
IperionX Limited
March 16, 2022
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ordinary and performance shares that have been issued, and ordinary shares that have been
reserved for issuance upon conversion of options, restricted stock units, performance
shares, and performance rights.
Financial Statements
Note 10. Contributed Equity, page F-17
13.Please revise the table of Movements in issued capital on page F-17 to recast the shares
issued using the exchange ratio established in the acquisition agreement to reflect the
number of shares of the legal parent issued in the reverse acquisition as well as the
Consolidated Statement of Changes in Equity on page F-5, if necessary, to comply with
paragraph B22(d) of IFRS 3.

In addition, please revise the table to include the Class A and Class B performance shares
mentioned on page F-18 in separate columns; and revise the first paragraph on page F-19,
regarding the circumstances under which performance shares will convert into ordinary
shares if such shares have not converted by the expiry date, to clarify whether the
statement “such Performance Shares for each holder will automatically lapse and
consolidate into one Performance Share and will then convert into one Ordinary Share” is
indicating that multiple performance shares would be combined into a single performance
share that would then be converted to an ordinary share, or simply that you would be
removing the class distinction before converting each performance share to an ordinary
share.
14.We note the table of Movements in issued capital on page F-49 reflects 57,386,667
ordinary shares of IperionX Limited outstanding as of December 1, 2020.  Please
reconcile this number of shares to the share information in the table of Movements in
issued capital on page F-17 which depicts 60,036,667 ordinary shares and 3,600,000
performance shares of the legal acquirer outstanding as of December 1, 2020.
Note 14. Reverse Acquisition Accounting, page F-22
15.We note your disclosure in which you state you completed the acquisition of Hyperion
Metals (Australia) Pty Ltd ("HMAPL") by issuing shares and options to "the vendors."
Please confirm your reference to vendors refers to the shareholders of HMAPL.

16.We note your disclosure in which you state within the interim financial statements for the
period ended December 31, 2020 you provisionally accounted for the transaction as an
asset acquisition by the legal parent; however, you concluded that in substance the
transaction reflects a reverse acquisition.  Further, you disclose that you expect to
restate the interim financial statements to reflect the accounting implications of this
change.  Please confirm that the financial statements and related financial information
presented in the registration statement reflect the appropriate accounting for this
transaction and your reference to a restatement relates to financial statements filed

 FirstName LastNameAnastasios Arima
 Comapany NameIperionX Limited
 March 16, 2022 Page 5
 FirstName LastName
Anastasios Arima
IperionX Limited
March 16, 2022
Page 5
elsewhere.  In addition, please confirm the interim financial statements have been restated
and filed accordingly.
            You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 or
Jenifer Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding
comments on the financial statements and related matters.  For questions regarding
engineering comments, you may contact John Coleman, Mining Engineer, at (202) 551-3610.
You may contact Timothy S. Levenberg, Special Counsel, at (202) 551-3707 or Loan Lauren
Nguyen, Legal Branch Chief, at (202) 551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeanne McMullin, Esq., Chief Legal Officer