☐ |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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N/A
|
|
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(Translation of Registrant’s name into English)
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(Jurisdiction of incorporation or organization)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered or to be registered:
|
|
|
The
|
(1) |
Evidenced by American Depositary Receipts
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
☒
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Emerging growth company
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4 |
||||
6 |
||||
10 |
||||
ITEM 1
|
10
|
|||
ITEM 2
|
10
|
|||
ITEM 3
|
10
|
|||
A.
|
10
|
|||
B.
|
10
|
|||
C.
|
10
|
|||
D.
|
10
|
|||
ITEM 4
|
27 | |||
A.
|
27 | |||
B.
|
27
|
|||
C.
|
42 | |||
D.
|
42
|
|||
ITEM 4A.
|
47
|
|||
ITEM 5.
|
47
|
|||
A.
|
48
|
|||
B.
|
49
|
|||
C.
|
52
|
|||
D.
|
52
|
|||
E.
|
52
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|||
ITEM 6.
|
53
|
|||
A.
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53
|
|||
B.
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56
|
|||
C.
|
60
|
|||
D.
|
62
|
|||
E.
|
62
|
|||
ITEM 7.
|
63 | |||
A.
|
63
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|||
B.
|
64 | |||
C.
|
64
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|||
ITEM 8.
|
65 |
|||
A.
|
65
|
|||
B.
|
65 | |||
ITEM 9.
|
65 | |||
A.
|
65 | |||
B.
|
65 | |||
C.
|
65 | |||
D.
|
65 | |||
E.
|
65 | |||
F.
|
65 | |||
ITEM 10.
|
66 | |||
A.
|
66 | |||
B.
|
66 | |||
C.
|
77
|
|||
D.
|
77 | |||
E.
|
77 | |||
F.
|
84 | |||
G.
|
84 | |||
H.
|
84 | |||
I.
|
85 | |||
J.
|
85 |
ITEM 11.
|
85 | |||
ITEM 12.
|
86 | |||
A.
|
86 |
|||
B.
|
86 | |||
C.
|
86 | |||
D.
|
86 | |||
89 | ||||
ITEM 13.
|
89 | |||
ITEM 14.
|
89 | |||
ITEM 15.
|
89 | |||
ITEM 16.
|
90 |
|||
ITEM 16A.
|
90
|
|||
ITEM 16B.
|
90 | |||
ITEM 16C.
|
91 | |||
ITEM 16D.
|
91 | |||
ITEM 16E.
|
91 | |||
ITEM 16F.
|
91 | |||
ITEM 16G.
|
91 | |||
ITEM 16H.
|
92 | |||
92 | ||||
ITEM 17.
|
92 | |||
ITEM 18.
|
92 | |||
ITEM 19.
|
92 |
• |
“IperionX” refers to IperionX Limited, an Australian corporation;
|
• |
“the Company,” “the Group,” “we,” “us,” or “our” refer to IperionX and its consolidated subsidiaries, through which it conducts its business, unless otherwise indicated;
|
• |
“shares” or “ordinary shares” refers to ordinary shares of IperionX;
|
• |
“ADS” refers to the American depositary shares; and
|
• |
“ASX” refers to the Australian Securities Exchange.
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ITEM 1 |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
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ITEM 2 |
OFFER STATISTICS AND EXPECTED TIMETABLE
|
ITEM 3 |
KEY INFORMATION
|
A. |
[Reserved]
|
B. |
Capitalization and Indebtedness
|
C. |
Reasons for the Offer and Use of Proceeds
|
D. |
Risk Factors
|
• |
Nasdaq’s requirement that our independent directors meet regularly in executive sessions. The ASX Listing Rules and the Corporations Act do not require the independent directors of an
Australian company to have such executive sessions and, accordingly, we have claimed this exemption.
|
• |
Nasdaq’s requirement that an issuer provide for a quorum as specified in its bylaws for any meeting of the holders of ordinary shares, which quorum may not be less than 33 1/3% of the
outstanding shares of an issuer’s voting ordinary shares. In compliance with Australian law, our Constitution provides that two shareholders present shall constitute a quorum for a general meeting.
|
• |
Nasdaq’s requirement that issuers obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions, changes of control or private placements of
securities, or the establishment or amendment of certain stock option, purchase or other compensation plans. Applicable Australian law and rules differ from Nasdaq requirements, with the ASX Listing Rules providing generally for prior
shareholder approval in numerous circumstances, including (i) issuance of equity securities exceeding 15% (or an additional 10% capacity to issue equity securities for the proceeding 12-month period if shareholder approval by special
resolution is sought at the Company’s annual general meeting) of our issued share capital in any 12-month period (but, in determining the available issue limit, securities issued under an exception to the rule or with shareholder approval
are not counted), (ii) issuance of equity securities to related parties (as defined in the ASX Listing Rules) and (iii) directors or their associates acquiring securities under an employee incentive plan.
|
• |
We have not sufficiently designed, implemented and documented internal controls at the entity level and across the key business and financial processes to allow us to achieve complete, accurate and timely
financial reporting.
|
• |
We have not designed and implemented controls to maintain appropriate segregation of duties in our manual and IT based business processes.
|
Titanium Content in Select U.S. Military Airframes
|
||||
Airframe
|
Introduction into Service
|
% of Titanium Content
|
||
CH-47 Chinook
|
1962
|
8
|
||
F-15 Eagle
|
1976
|
10
|
||
F-16 Fighting Falcon
|
1978
|
7
|
||
F/A-18 Hornet
|
1984
|
12
|
||
F-22 Raptor
|
2005
|
39
|
||
V-22 Osprey
|
2007
|
31
|
||
F-35 Lightning II
|
2015
|
20
|
• |
Continue to research, investigate, scale-up and commercialize the Technologies to produce titanium metal powders for the stakeholders within defense, space, aerospace,
electric vehicles and additive manufacturing.
|
• |
Complete techno-economic evaluations, including providing titanium samples produced using the Technologies for potential customers, to outline material physical and
economic metrics of the development of the Technologies as well as securing long term offtake contracts.
|
• |
Continue to investigate potential alternative applications of the Technologies to develop additional value-added metal closed-loop production capabilities, including
zircon and synthetic rutile, and the potential production of rare earth elements.
|
• |
Continue to progress Environmental, Sustainability and Corporate Governance (“ESG”) assessments and integration studies to outline material physical and economic ESG
metrics as well as major development milestones and timelines.
|
• |
Continue discussions with potential customers and strategic partners for future production and sale of titanium metal products and critical minerals, including, but not
limited to rare earth elements.
|
• |
Continue to expand IperionX’s land position in the United States, explore for additional critical
minerals and secure relevant permit and zoning approvals.
|
• |
Patented titanium metal production technologies. We have an exclusive option to acquire Blacksand which holds the exclusive commercial licensing
rights for the patented Technologies to produce low carbon titanium metal and spherical powders developed by Blacksand at the University of Utah with support from ARPA-E.
|
• |
Market opportunity that capitalizes on a shift to low carbon metal production. The social and macroeconomic shift to the low carbon production of
metals and a circular economy provides a significant opportunity for IperionX to apply the Technologies and position us to take advantage of a compelling high growth market.
|
• |
Ability to recycle existing titanium metal feedstock and titanium metal products in a closed-loop process. The Technologies have demonstrated, at
pilot-scale, to be capable of producing fully recycled titanium metal powders using titanium scrap as feedstock in a closed-loop process, technology that potentially offers lower cost, low carbon titanium metal and powders. See “Item 3. Key Information—D. Risk Factors—Risks Related to our Business—Failure to commercially scale our closed-loop titanium production processes may result in material adverse impacts to, or failure to
achieve, our growth projections”.
|
• |
Differentiated and integrated U.S. domestic supply chain. We believe that our integrated business model in the U.S. will allow us to achieve our
objective to provide a domestic end-to-end supply chain of low-cost and low carbon titanium metal for strategic and high value applications including light-weighting for electric vehicles and battery packs as well as broad defense and
light-weighting applications for commercial and military applications.
|
• |
Sales of critical minerals. The Titan Project contains titanium minerals that can supply the titanium pigment and metals markets as well as the
Technologies. It also contains significant volumes of other highly valuable critical minerals which may be sold as co-products, including zircon and rare earth elements.
|
• |
Strategically located close to existing processing facilities. The Titan Project is strategically located in the southeastern U.S., close to
significant manufacturing capacity, including the Chemours facility in New Johnsonville, Tennessee, one of the world’s largest producers of titanium dioxide.
|
• |
Significant existing infrastructure available. The Titan Project’s location enjoys low-cost access to road, rail and water logistics connecting it
to world class manufacturing industries. The Titan Project is also well situated to take advantage of a highly skilled labor force and low-cost renewable baseload grid power.
|
• |
First mover in restarting exploration of critical minerals in the West Tennessee area. As a first mover in restarting exploration of critical
minerals in West Tennessee, IperionX aims to develop a strategic, U.S. domestic source of high-quality, low-cost and low carbon titanium metal products and other critical minerals, including rare earths and silica sand. The Titan Project is
located in an area which saw significant historic exploration from the 1950’s to the 1990’s by companies including DuPont, Kerr-McGee Corp., BHP Group, RGC Ltd and Altair International Corp.
|
• |
Experienced management team. Our senior management team has significant experience in acquiring, developing, and financing minerals extraction
projects in the United States. They have previously held senior business development, financial, and operational positions at both large, publicly traded extraction companies as well as successful private extraction operations.
|
• |
IperionX has a non-binding Memorandum of Understanding (“MOU”) to potentially establish a partnership with Energy Fuels that aims to build an integrated, all-American rare earths supply chain. The MOU will
evaluate the potential supply of rare earth minerals from the Titan Project to Energy Fuels for value added processing at Energy Fuels’ White Mesa Mill. Rare earths are highly valued as critical materials for magnet production essential for
wind turbines, electric vehicles, consumer electronics and military applications.
|
• |
IperionX has a non-binding MOU with Chemours to investigate a potential supply agreement between IperionX and Chemours for up to 50,000 metric tons of ilmenite, 10,000 metric tons of rutile, and 10,000 metric
tons of staurolite. Chemours operates one of the largest titanium dioxide plants at its New Johnsonville plant which is located approximately 20 miles from IperionX’s Titan Project in Tennessee.
|
• |
IperionX has a non-binding MOU with EOS to accelerate the deployment of the Technologies for the potential production of low-cost, low carbon titanium metal powders. IperionX and EOS have agreed to negotiate
in good faith to enter into definitive agreements to give effect to a partnership that allows IperionX and EOS to work together to advance deployment of spherical and non-spherical titanium metal powders for use in the additive
manufacturing industry.
|
• |
IperionX has a non-binding MOU with Mario Pilato BLAT S.A. for the potential supply of zircon products. The MOU contemplates a supply agreement for an initial five-year term on an agreed market-based pricing
methodology for the annual supply of up to 20,000 tonnes of zircon products from IperionX’s Titan Project in Tennessee.
|
• |
Fluctuations in the market prices for critical materials, titanium metal, titanium minerals and rare earth minerals;
|
• |
Fluctuating supplies of critical materials, titanium metal, titanium minerals and rare earth minerals;
|
• |
Fluctuating demand for critical materials, titanium metal, titanium minerals and rare earth minerals; and
|
• |
Metals and extraction activities of others.
|
• |
completing our exploration drilling program on initial land position and continuing to secure additional land leases to undertake additional exploration;
|
• |
undertaking necessary technical studies to assess the economic potential of the Titan Project and defining a critical minerals reserve base;
|
• |
completing required permitting and zoning activities;
|
• |
undertaking discussions with potential customers for future sale of titanium and other critical minerals, including rare earths;
|
• |
completing required financing activities;
|
• |
completing construction of the Titan Project’s minerals extraction and processing facilities; and
|
• |
commencing minerals extraction and processing activities to supply the United States demand for clean, low-cost domestic sources of titanium and other critical minerals, including rare earths.
|
• |
the last day of the fiscal year during which we have total annual gross revenues of US$1,070,000,000 (as such amount is indexed for inflation every five years by the SEC) or more;
|
•
|
June 30, 2027, being the last day of our fiscal year following
the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective annual report under the Securities Act;
|
• |
the date on which we have, during the previous three-year period, issued more than US$1,070,000,000 in non-convertible debt; or
|
• |
the date on which we are deemed to be a “large accelerated filer”, as defined in Rule 12b-2 of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value
of our ordinary shares and ADSs that are held by non-affiliates exceeds US$700,000,000 as of the last day of our most recently completed second fiscal quarter.
|
• |
Nasdaq’s requirement that our independent directors meet regularly in executive sessions. The ASX Listing Rules and the Corporations Act do not require the independent directors of an Australian company to
have such executive sessions and, accordingly, we have claimed this exemption.
|
• |
Nasdaq’s requirement that an issuer provide for a quorum as specified in its bylaws for any meeting of the holders of ordinary shares, which quorum may not be less than 33 1/3% of the outstanding shares of an
issuer’s voting ordinary shares. In compliance with Australian law, our Constitution provides that two shareholders present shall constitute a quorum for a general meeting.
|
• |
Nasdaq’s requirement that issuers obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions, changes of control or private placements of securities, or the
establishment or amendment of certain stock option, purchase or other compensation plans. Applicable Australian law and rules differ from Nasdaq requirements, with the ASX Listing Rules providing generally for prior shareholder approval in
numerous circumstances, including (i) issuance of equity securities exceeding 15% (or an additional 10% capacity to issue equity securities for the proceeding 12-month period if shareholder approval by special resolution is sought at the
Company’s annual general meeting) of our issued share capital in any 12-month period (but, in determining the available issue limit, securities issued under an exception to the rule or with shareholder approval are not counted), (ii)
issuance of equity securities to related parties (as defined in the ASX Listing Rules) and (iii) directors or their associates acquiring securities under an employee incentive plan.
|
• |
National Environmental Protection Act (“NEPA”), which requires careful evaluation of the environmental impacts of extraction operations that require federal approvals;
|
• |
Clean Air Act (“CAA”) and its amendments, which governs air emissions;
|
• |
Clean Water Act (“CWA”), which governs discharges to and excavations within the waters of the United States;
|
• |
Safe Drinking Water Act (“SDWA”), which governs the underground injection and disposal of wastewater;
|
• |
Resource Conservation and Recovery Act (“RCRA”), which governs the management of solid waste;
|
• |
Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), which imposes liability where hazardous substances have been released into the environment (commonly known as Superfund); and
|
• |
Federal Mine Safety and Health Act, which established the primary safety and health standards regarding working conditions of employees engaged in extraction, related operations, and preparation and milling
of the minerals extracted, as well as the Occupation Safety and Health Act, which regulates the protection of the health and safety of workers to the extent such protection is not already addressed by the Federal Mine Safety and Health Act.
|
• |
Require notice to stakeholders of proposed and ongoing operations.
|
• |
Require the installation of pollution control equipment.
|
• |
Restrict the types, quantities and concentration of various substances that can be released into the environment in connection with minerals extraction or drilling activities.
|
• |
Limit or prohibit extraction or drilling activities on lands located within wetlands, areas inhabited by endangered species and other protected areas, or otherwise restrict or prohibit activities that could
impact the environment, including water resources.
|
• |
Impose substantial liabilities for pollution resulting from current or former operations on or for any preexisting environmental impacts at the Titan Project site.
|
• |
Require preparation of an Environmental Assessment or an Environmental Impact Statement.
|
Titan Project – Mineral Resources as of June 30, 2022
|
|||||||||
Resource
Category
|
Metric tons
(in
millions)
|
Grade
(THM
%)
|
THM
(million
metric tons)
|
Cut-off
grade
(THM
%)
|
THM assemblage
|
||||
Zircon
(% of
THM)
|
Rutile
(% of
THM)
|
Ilmenite
(% of
THM)
|
REE
(% of
THM)
|
Staurolite
(% of
THM)
|
|||||
Measured
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Indicated
|
241
|
2.2
|
5.3
|
0.4
|
11.3
|
9.3
|
39.7
|
2.1
|
15.6
|
Inferred
|
190
|
2.2
|
4.2
|
0.4
|
11.7
|
9.7
|
41.2
|
2.2
|
13.7
|
Total
|
431
|
2.2
|
9.5
|
0.4
|
11.5
|
9.5
|
40.3
|
2.1
|
14.8
|
Titan Project Average Annual Production
Targets over 25-year mine life :
|
||
Ilmenite
|
95,500 t/y
|
|
Rutile
|
16,700 t/y
|
|
Monazite
|
4,600 t/y
|
|
Zircon - premium
|
22,400 t/y
|
|
Zircon - concentrate
|
16,000 t/y
|
ITEM 4A. |
UNRESOLVED STAFF COMMENTS
|
ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
Continuing operations
|
Year ended June
30, 2022
US$
|
July 20, 2020 to
June 30, 2021
US$
|
||||||
Exploration and evaluation expenses
|
(7,268,268
|
)
|
(2,568,386
|
)
|
||||
Corporate and administrative expenses
|
(3,056,249
|
)
|
(852,944
|
)
|
||||
Business development expenses
|
(3,205,162
|
)
|
(581,200
|
)
|
||||
Share-based payment expense
|
(8,340,328
|
)
|
(4,084,764
|
)
|
||||
Finance income
|
401,045
|
5,075
|
||||||
Finance costs
|
(52,275
|
)
|
(7,492
|
)
|
||||
Cost of listing on reverse acquisition
|
--
|
(5,141,126
|
)
|
Year Ended
June 30,
|
July 20, 2020 to
June 30, 2021
|
|||||||
2022
|
2021
|
|||||||
Net cash provided by (used in):
|
||||||||
Operating activities
|
$
|
(12,134,077
|
)
|
$
|
(3,558,025
|
)
|
||
Investing activities
|
(3,066,467
|
)
|
(571,568
|
)
|
||||
Financing activities
|
19,392,099
|
5,829,916
|
||||||
Net increase in cash and cash equivalents
|
US$4,191,555
|
US$1,700,323
|
ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
Name
|
Age
|
Position
|
||
Anastasios (Taso) Arima
|
38
|
Chief Executive Officer and Managing Director
|
||
Todd W. Hannigan
|
49
|
Executive Chairman
|
||
Gregory D. Swan
|
40
|
Chief Financial Officer and Company Secretary
|
||
Lorraine M. Martin
|
60
|
Independent Non-Executive Director
|
||
Vaughn W. Taylor
|
38
|
Independent Non-Executive Director
|
||
Melissa G. Waller
|
52
|
Independent Non-Executive Director
|
||
Beverly M. Wyse
|
60
|
Independent Non-Executive Director
|
||
Dominic P. Allen
|
39
|
Chief Commercial Officer
|
||
Lamont Leatherman
|
57
|
Chief Geologist
|
||
Toby E. Symonds
|
54
|
Chief Strategy Officer
|
||
Jeanne McMullin
|
55
|
Chief Legal Officer
|
• |
recruit, incentivize and retain KMP and other key employees and contractors needed to achieve our business objectives;
|
• |
link the reward of key staff with the achievement of strategic goals and the long-term performance of the Company;
|
• |
align the financial interest of participants of the Plan with those of shareholders; and
|
• |
provide incentives to participants of the Plan to focus on superior performance that creates shareholder value.
|
2022
|
Short-term benefits
|
Post-
employ-
ment
benefits
US$
|
Terminat
-ion
benefits
US$
|
Share-
based
payments
US$
|
Total
US$
|
Perform-
ance
related
%
|
||||||||||||||||||||||||||
Salary & fees
US$
|
Cash
bonus US$
|
Other
US$
|
||||||||||||||||||||||||||||||
Directors
|
||||||||||||||||||||||||||||||||
Todd Hannigan
|
149,205
|
—
|
—
|
14,921
|
—
|
1,021,348
|
1,185,474
|
86
|
%
|
|||||||||||||||||||||||
Anastasios Arima
|
180,054
|
150,000
|
14,366
|
—
|
—
|
2,161,889
|
2,506,309
|
86
|
%
|
|||||||||||||||||||||||
Lorraine Martin (1)
|
37,724
|
—
|
—
|
—
|
—
|
74,532
|
112,256
|
66
|
%
|
|||||||||||||||||||||||
Vaughn Taylor
|
49,531
|
—
|
—
|
4,518
|
—
|
143,095
|
197,144
|
73
|
%
|
|||||||||||||||||||||||
Melissa Waller (2)
|
41,057
|
—
|
—
|
—
|
—
|
74,532
|
115,589
|
64
|
%
|
|||||||||||||||||||||||
Beverly Wyse (3)
|
45,130
|
—
|
—
|
—
|
—
|
74,532
|
119,662
|
62
|
%
|
|||||||||||||||||||||||
Other KMP
|
||||||||||||||||||||||||||||||||
Toby Symonds (4)
|
141,781
|
270,000
|
28,432
|
2,275
|
—
|
885,337
|
1,327,825
|
67
|
%
|
|||||||||||||||||||||||
Dominic Allen
|
118,451
|
72,580
|
—
|
—
|
—
|
1,514,356
|
1,705,387
|
89
|
%
|
|||||||||||||||||||||||
Lamont Leatherman
|
60,000
|
—
|
—
|
—
|
—
|
—
|
60,000
|
—
|
||||||||||||||||||||||||
Jeanne McMullin (5)
|
126,266
|
—
|
18,698
|
3,400
|
—
|
58,815
|
207,179
|
28
|
%
|
|||||||||||||||||||||||
Gregory Swan (6)
|
—
|
—
|
—
|
—
|
—
|
1,137,685
|
1,137,685
|
100
|
%
|
|||||||||||||||||||||||
Total
|
949,199
|
492,580
|
61,496
|
25,114
|
—
|
7,146,121
|
8,674,510
|
(1) |
Ms. Martin was appointed effective September 13, 2021.
|
(2) |
Ms. Waller was appointed effective September 13, 2021.
|
(3) |
Ms. Wyse was appointed effective September 13, 2021.
|
(4) |
Mr. Symonds was appointed effective September 1, 2021.
|
(5) |
Ms. McMullin was appointed effective December 6, 2021.
|
(6) |
Mr. Swan provides services as the Chief Financial Officer and Company Secretary through a services agreement with Apollo Group Pty Ltd (“Apollo”). During the year, Apollo was paid or is
payable A$180,000 for the provision of serviced office facilities and administrative, accounting and company secretarial services to the Group.
|
• |
act honestly, in good faith and in the best interests of the Company as a whole;
|
• |
exercise their duty to use due care and diligence in fulfilling the functions of their position;
|
• |
recognize that their primary responsibility is to the Company’s shareholders as a whole;
|
• |
not take advantage of their position for personal gain, or the gain of their associates; and
|
• |
preserve the confidentiality of sensitive information of the Company.
|
D.
|
Employees
|
|
United States
|
Australia
|
Canada
|
|||||||||
Employees
|
28
|
—
|
—
|
|||||||||
Employee Contractors
|
20
|
4
|
4
|
Ordinary Shares
Beneficially Owned(1)
|
||||||||
Shareholder
|
Number
|
Percent
|
||||||
Officers and Directors
|
||||||||
Anastasios (Taso) Arima
|
5,036,446
|
3.5
|
%
|
|||||
Todd W. Hannigan
|
12,512,842
|
8.8
|
%
|
|||||
Lorraine M. Martin
|
—
|
*
|
||||||
Vaughn W. Taylor
|
376,829
|
*
|
||||||
Melissa G. Waller
|
—
|
*
|
||||||
Beverly M. Wyse
|
—
|
*
|
||||||
Dominic P. Allen
|
3,352,500
|
2.4
|
%
|
|||||
Lamont Leatherman
|
3,302,500
|
2.3
|
%
|
|||||
Toby E. Symonds
|
—
|
*
|
||||||
Jeanne McMullin
|
—
|
*
|
||||||
Gregory D. Swan
|
2,250,000
|
1.6
|
%
|
|||||
Officers and directors as a group (10 persons)
|
26,831,117
|
18.9
|
%
|
* |
Represents beneficial ownership of less than 1% of the outstanding ordinary shares of IperionX.
|
(1) |
Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared
voting or investment power of that security, including options, RSUs, and performance rights that are currently exercisable or exercisable within 60 days of June 30, 2022.
|
ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
Ordinary Shares
Beneficially Owned
|
||||||||
Shareholder
|
Number
|
Percent
|
||||||
FMR LLC (1 St. Martin’s Le Grand, London, EC1A 4AS, United Kingdom)
|
13,499,999
|
9.6
|
%
|
|||||
DITM Holdings Pty Ltd (15 Lennox Street, Mosman, NSW, 2088, Australia)(1)
|
12,512,842
|
8.8
|
%
|
(1) |
DITM Holdings Pty Limited is an Australian corporation controlled by Mr. Todd Hannigan.
|
• |
FMR LLC became a substantial shareholder on August 31, 2021, when it acquired 13,499,999 ordinary shares, or 9.7% of the total voting power, pursuant to a private placement by the Company;
|
• |
DITM Holdings Pty Ltd became a substantial shareholder on December 1, 2020, when it reported that it held 4,618,357 ordinary shares, or 5.3% of the total voting power, as of that date. On January 27, 2021,
DITM Holdings Pty Ltd had a change in substantial holding (due to additional purchases) and reported it held 7,951,691 ordinary shares, or 8.1% of the total voting power, as of that date. On August 31, 2021, DITM Holdings Pty Ltd had a
change in substantial holding (due to additional purchases) and reported it held 9,069,086 ordinary shares, or 6.5% of the total voting power, as of that date. On December 13, 2021, DITM Holdings Pty Ltd had a change in holding (due to
additional purchases) and reported it held 9,415,927 ordinary shares, or 6.8% of the total voting power, as of that date. On May 5, 2022, DITM Holdings Pty Ltd had a change in holding (due to additional purchases) and reported it held
10,412,842 ordinary shares, or 7.4% of the total voting power, as of that date. DITM Holdings Pty Ltd is an entity associated with Mr. Todd Hannigan, Director of the Company;
|
• |
Arredo Pty Ltd became a substantial shareholder on December 1, 2020, when it reported that it held 5,475,000 ordinary shares, or 6.3% of the total voting power, as of that date. Arredo Pty Ltd ceased to be a
substantial holder on August 31, 2021 (due to dilution);
|
• |
Syracuse Capital Pty Ltd became a substantial shareholder on June 18, 2019, when it reported that it held 2,107,784 ordinary shares, or 6.8% of the total voting power, as of that date. On October 29, 2019,
Syracuse Capital Pty Ltd had a change in substantial holding (due to additional purchases) and reported it held 2,364,854 ordinary shares, or 7.5% of the total voting power, as of that date. On April 20, 2020, Syracuse Capital Pty Ltd had a
change in substantial holding (due to additional purchases) and reported it held 2,919,778 ordinary shares, or 9.3% of the total voting power, as of that date. On September 24, 2020, Syracuse Capital Pty Ltd had a change in substantial
holding (due to additional purchases) and reported it held 3,464,944 ordinary shares, or 11.0% of the total voting power, as of that date. Syracuse Capital Pty Ltd ceased to be a substantial holder on February 1, 2021 (due to dilution);
|
• |
IPConcept (Luxembourg) S.A. became a substantial shareholder on October 21, 2020, when it reported that it held 1,700,000 ordinary shares, as of that date. IPConcept (Luxembourg) S.A. ceased to be a
substantial holder on December 7, 2021 (due to dilution);
|
• |
Mounts Bay Investments Pty Ltd became a substantial shareholder on April 16, 2018, when it reported that it held 1,874,444 ordinary shares, or 6.1% of the total voting power, as of that date. On August 3,
2018, Mounts Bay Investments Pty Ltd had a change in substantial holding (due to additional purchases) and reported it held 1,909,444 ordinary shares, or 6.2% of the total voting power, as of that date. On September 24, 2020, Mounts Bay
Investments Pty Ltd had a change in substantial holding (due to additional purchases) and reported it held 2,269,444 ordinary shares, or 7.2% of the total voting power, as of that date. Mounts Bay Investments Pty Ltd ceased to be a
substantial holder on December 2, 2020 (due to dilution); and
|
• |
Mr. Patric Glovac became a substantial shareholder on November 3, 2020, when he reported that he held 1,859,445 ordinary shares, or 5.7% of the total voting power, as of that date. Mr. Patric Glovac ceased to
be a substantial holder on December 2, 2020 (due to dilution).
|
ITEM 8. |
FINANCIAL INFORMATION.
|
ITEM 9. |
THE OFFER AND LISTING
|
ITEM 10. |
ADDITIONAL INFORMATION
|
• |
a special resolution passed by members holding shares in that class; or
|
• |
the written consent of members who are entitled to at least 75% of the votes that may be cast in respect of shares in that class.
|
• |
the acquisition of a substantial interest if the Australian corporation is valued in excess of the applicable monetary threshold (see
below);
|
• |
any direct investment by a foreign government investor;
|
• |
any acquisition of shares in an Australian land corporation; and
|
• |
any proposed direct investment in a national security business (including starting such a business) or proposed investment in national
security land.
|
• |
a natural person not ordinarily resident in Australia;
|
• |
a corporation in which a natural person not ordinarily resident in Australia, or a corporation incorporated outside of Australia,
holds direct or indirect, actual or potential, voting power of 20% or more;
|
• |
a corporation in which two or more persons, each of whom is either a non-Australian resident or a non-Australian corporation, hold
direct or indirect, actual or potential, voting power in aggregate of 40% or more;
|
• |
a trustee of a trust estate in which a non-Australian resident or non-Australian corporation holds 20% or more of the corpus or income
of the trust estate;
|
• |
a trustee of a trust estate in which two or more persons, each of whom is either a non-Australian resident or a non-Australian
corporation, hold in aggregate 40% or more of the corpus or income of the trust estate; or
|
• |
a foreign government investor,
|
• |
the person’s spouse or de facto partner, lineal ancestors and descendants, and siblings;
|
• |
any partner of the person;
|
• |
any corporation of which the person is an officer, any officer of a corporation (where the person is a corporation), employers and
employees, any employee of a natural person of whom the person is an employee;
|
• |
any corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the
directions, instructions or wishes of the person or, where the person is a corporation, of the directors of the person;
|
• |
any corporation in accordance with the directions, instructions or wishes of which, or of the directors of which, the person is
accustomed or under an obligation, whether formal or informal, to act;
|
• |
any corporation in which the person holds a substantial interest;
|
• |
where the person is a corporation—a person who holds a substantial interest in the corporation;
|
• |
the trustee of a trust estate in which the person holds a substantial interest;
|
• |
where the person is the trustee of a trust estate—a person who holds a substantial interest in the trust estate;
|
• |
any person who is an associate of any other person who is an associate of the person.
|
• |
control of 20% or more of the actual or potential voting power or issued shares in a target by a single foreign person (together with
associates); or
|
• |
control of 40% or more of the actual or potential voting power or issued shares in a target by multiple foreign persons (together with
associates).
|
• |
preferential, special or veto voting rights;
|
• |
the ability to appoint directors or asset managers;
|
• |
contractual agreements including, but not restricted to, agreements for loans, provision of services and off take agreements; or
|
• |
building or maintaining a strategic or long-term relationship with a target entity.
|
• |
a body politic of a foreign country;
|
• |
entities in which governments, their agencies or related entities from a single foreign country have an aggregate interest (direct or
indirect) of 20% or more;
|
• |
entities in which governments, their agencies or related entities from more than one foreign country have an aggregate interest
(direct or indirect) of 40% or more; or
|
• |
entities that are otherwise controlled by foreign governments, their agencies or related entities, and any associates, or could be
controlled by them including as part of a controlling group.
|
• |
is a responsible entity (within the meaning of the Security of Critical Infrastructure Act 2018 as enacted) for an asset;
|
• |
is an entity that is a direct interest holder in relation to a critical infrastructure asset (within the meaning of those terms in the
Security of Critical Infrastructure Act 2018 as enacted);
|
• |
is a carrier or nominated carriage service provider to which the Telecommunications Act 1997 applies;
|
• |
develops, manufacturers or supplies critical goods or critical technology that are, or are intended to be, for a military use, or an
intelligence use, by defense and intelligence personnel, the defense force of another country, or a foreign intelligence agency;
|
• |
provides, or intends to provide, critical services to defense and intelligence personnel, the defense force of another country, or a
foreign intelligence agency;
|
• |
stores or has access to information that has a security classification;
|
• |
stores or maintains personal information of defense and intelligence personnel collected by the Australian Defence Force, the Defence
Department or an agency in the national intelligence community which, if accessed, could compromise Australia’s national security;
|
• |
collects, as part of an arrangement with the Australian Defence Force, the Defence Department or an agency in the national
intelligence community, personal information on defence and intelligence personnel which, if disclosed, could compromise Australia’s national security; or
|
• |
stores, maintains or has access to personal information on defense and intelligence personnel which, if disclosed, could compromise
Australia’s national security.
|
• |
“Defence” premises within the meaning of section 71A of the Defence Act 1903. This includes all land owned or occupied by Defence,
including buildings, structures and Defence prohibited areas. The definition excludes subparagraph (a)(iii) of the definition which relates to vehicles, vessels or aircraft; or
|
• |
land in which an agency in the national intelligence community has an interest, if the existence of the interest is publicly known or
could be known upon the making of reasonable inquiries.
|
• |
begins to have, or ceases to have, a substantial holding in a listed company;
|
• |
has a substantial holding in a listed company and there is movement by at least 1 percent in their holding; or
|
• |
makes a takeover bid for securities of the listed company,
|
• |
is the holder of the securities;
|
• |
has power to exercise, or control the exercise of, a right to vote attached to the securities; or
|
• |
has the power to dispose of, or control the exercise of a power to dispose of, the securities (including any indirect or direct power
or control).
|
• |
has entered or enters into an agreement with another person with respect to the securities;
|
• |
has given or gives another person an enforceable right, or has been or is given an enforceable right by another person, in relation to
the securities; or
|
• |
has granted or grants an option to, or has been or is granted an option by, another person with respect to the securities, and the
other person would have a relevant interest in the securities if the agreement were performed, the right enforced or the option exercised, the other person is taken to already have a relevant interest in the securities.
|
• |
when the acquisition results from the acceptance of an offer under a formal takeover bid;
|
• |
when the acquisition is conducted on market by or on behalf of the bidder under a takeover bid and the acquisition occurs during the
bid period;
|
• |
when shareholders of IperionX approve the takeover by resolution passed at general meeting;
|
• |
an acquisition by a person if, throughout the six months before the acquisition, that person or any other person has had voting power
in IperionX of at least 19% and, as a result of the acquisition, none of the relevant persons would have voting power in IperionX more than three percentage points higher than they had six months before the acquisition;
|
• |
as a result of a rights issue;
|
• |
as a result of dividend reinvestment schemes;
|
• |
as a result of underwriting arrangements;
|
• |
through operation of law;
|
• |
an acquisition that arises through the acquisition of a relevant interest in another listed company;
|
• |
arising from an auction of forfeited shares conducted on market; or
|
• |
arising through a compromise, arrangement, liquidation or buy-back.
|
• |
Cash. The depositary will
convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government
approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for
the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.
|
•
|
Shares. The depositary
may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or
ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may
sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution.
|
•
|
Rights to purchase additional shares. If we offer holders of our securities any rights to
subscribe for additional shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to
ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them.
The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which
the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities
laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
|
• |
Other Distributions. The
depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to
sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the
depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed
securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the
securities distributed may be subject to restrictions on transfer.
|
• |
60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its
appointment;
|
• |
we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs on another exchange in the
United States or make arrangements for trading of ADSs on the U.S. over-the-counter market;
|
• |
we delist our shares from an exchange outside the United States on which they were listed and do not list the shares on another
exchange outside the United States;
|
• |
the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the
Securities Act of 1933;
|
• |
we appear to be insolvent or enter insolvency proceedings;
|
• |
all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;
|
• |
there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
|
• |
there has been a replacement of deposited securities.
|
• |
are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the
depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs;
|
• |
are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or
counteract with reasonable care or effort from performing our or its obligations under the deposit agreement;
|
• |
are not liable if we or it exercises discretion permitted under the deposit agreement;
|
• |
are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made
available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;
|
• |
have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or
on behalf of any other person;
|
• |
may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper
person;
|
• |
are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and
|
• |
the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax
consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of
amounts withheld in respect of tax or any other tax benefit.
|
• |
payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for
the transfer of any shares or other deposited securities;
|
• |
satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
|
• |
compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of
transfer documents.
|
• |
when temporary delays arise because: (i) the depositary has closed its transfer books, or we have closed our transfer books; (ii) the
transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our ordinary shares;
|
• |
when you owe money to pay fees, taxes and similar charges; or
|
• |
when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the
withdrawal of ordinary shares or other deposited securities.
|
• |
insurance companies;
|
• |
banks or other financial institutions;
|
• |
individual retirement and other tax-deferred accounts;
|
• |
regulated investment companies;
|
• |
real estate investment trusts;
|
• |
individuals who are former U.S. citizens or former long-term U.S. residents;
|
• |
brokers, dealers or traders in securities, commodities or currencies;
|
• |
traders that elect to use a mark-to-market method of accounting;
|
• |
persons holding our ADSs or ordinary shares through a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) or S corporation;
|
• |
persons that received ADSs or ordinary shares as compensation for the performance of services;
|
• |
grantor trusts;
|
• |
tax-exempt entities;
|
• |
persons that hold ADSs or ordinary shares as a position in a straddle or as part of a hedging, constructive sale, conversion or other integrated transaction for U.S. federal income tax purposes;
|
• |
persons that have a functional currency other than the U.S. dollar;
|
• |
persons that own (directly, indirectly or constructively) 10% or more of our equity (by vote or value); or
|
• |
persons that are not U.S. Holders.
|
• |
an individual who is a citizen or resident of the United States;
|
• |
a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of
Columbia;
|
• |
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
|
• |
a trust (i) the administration of which is subject to the primary supervision of a court in the United States and for which one or more U.S. persons have the authority to control all substantial decisions or
(ii) that has an election in effect under applicable income tax regulations to be treated as a U.S. person for U.S. federal income tax purposes.
|
ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
A. |
Debt Securities.
|
B. |
Warrants and rights.
|
C. |
Other Securities.
|
D. |
American Depositary Shares
|
Persons depositing or withdrawing ordinary shares or ADS holders must pay the depositary:
|
For:
|
||
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
|
•
|
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
|
|
•
|
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
|
||
US$0.05 (or less) per ADS
|
•
|
Any cash distribution to ADS holders
|
|
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs
|
•
|
Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
|
|
US$0.05 (or less) per ADS per calendar year
|
•
|
Depositary services
|
Registration or transfer fees
|
•
|
Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
|
|
Expenses of the depositary
|
•
|
Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement)
|
|
•
|
Converting foreign currency to U.S. dollars
|
||
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes
|
•
|
As necessary
|
|
Any charges incurred by the depositary or its agents for servicing the deposited securities
|
•
|
As necessary
|
ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|
ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
• |
We have not sufficiently designed, implemented and documented internal controls at the entity level and across the key business and financial processes to allow us to achieve complete,
accurate and timely financial reporting.
|
• |
We have not designed and implemented controls to maintain appropriate segregation of duties in our manual and IT based business processes.
|
• |
establishing effective monitoring and oversight controls for non-recurring and complex transactions to ensure the accuracy and completeness of our company’s consolidated financial
statements and related disclosures;
|
• |
implementing formal processes and controls to identify, monitor and mitigate segregation of duties conflicts, and
|
• |
improving our IT systems and monitoring of the IT function. We may incur substantial costs related to remediation of material weaknesses and to developing, implementing and testing
changes to our internal controls.
|
ITEM 16. |
[RESERVED]
|
ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT
|
ITEM 16B. |
CODE OF ETHICS
|
ITEM 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Services Rendered
|
Fiscal 2021
|
Fiscal 2022
|
||||||
Audit or review of financial reports
|
$
|
103,058
|
$
|
234,645
|
||||
Audit related fees (required assurance services)
|
-
|
327,325
|
||||||
Other
|
-
|
-
|
||||||
Total
|
$
|
103,058
|
$
|
561,970
|
ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
ITEM 16G. |
CORPORATE GOVERNANCE
|
• |
Nasdaq’s requirement that our independent directors meet regularly in executive sessions. The ASX Listing Rules and the Corporations Act do not require the independent directors of an Australian company to
have such executive sessions and, accordingly, we have claimed this exemption.
|
• |
Nasdaq’s requirement that an issuer provide for a quorum as specified in its bylaws for any meeting of the holders of ordinary shares, which quorum may not be less than 33 1/3% of the outstanding shares of an
issuer’s voting ordinary shares. In compliance with Australian law, our Constitution provides that two shareholders present shall constitute a quorum for a general meeting.
|
• |
Nasdaq’s requirement that issuers obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions, changes of control or private placements of securities, or the
establishment or amendment of certain stock option, purchase or other compensation plans. Applicable Australian law and rules differ from Nasdaq requirements, with the ASX Listing Rules providing generally for prior shareholder approval in
numerous circumstances, including (i) issuance of equity securities exceeding 15% (or an additional 10% capacity to issue equity securities for the proceeding 12-month period if shareholder approval by special resolution is sought at the
Company’s annual general meeting) of our issued share capital in any 12-month period (but, in determining the available issue limit, securities issued under an exception to the rule or with shareholder approval are not counted), (ii)
issuance of equity securities to related parties (as defined in the ASX Listing Rules) and (iii) directors or their associates acquiring securities under an employee incentive plan.
|
ITEM 16H. |
MINE SAFETY DISCLOSURE
|
ITEM 17. |
FINANCIAL STATEMENTS
|
ITEM 18. |
FINANCIAL STATEMENTS
|
Exhibit
Number
|
Description
|
|
Certificate of the Registration of IperionX Limited (formerly Hyperion Metals Limited) (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form 20-F,
filed on March 29, 2022)
|
||
Constitution of IperionX Limited (formerly Hyperion Metals Limited) (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form 20-F, filed on March 29,
2022)
|
||
Deposit Agreement among IperionX Limited, The Bank of New York Mellon, and Owners and Holders of American Depositary Shares (incorporated by reference to Exhibit 2.1 to the Company’s
Registration Statement on Form 20-F, filed on June 10, 2022)
|
||
Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 2.1)
|
||
Description of Share Capital
|
||
Option Agreement by and among Hyperion Materials & Technologies, LLC, IperionX Limited (formerly Hyperion Metals Limited) and Blacksand Technology, LLC and its members, dated October
20, 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 20-F, filed on March 29, 2022)
|
||
Option of Exclusive License Agreement between Hyperion Materials & Technologies, LLC and Blacksand Technology, LLC, dated February 13, 2021 (incorporated by reference to Exhibit 4.2
to the Company’s Registration Statement on Form 20-F, filed on March 29, 2022)
|
||
Master Services Agreement between Blacksand Technology, LLC and Hyperion Materials & Technologies, LLC, dated February 13, 2021, and related statements of work (incorporated by
reference to Exhibit 4.3 to the Company’s Registration Statement on Form 20-F, filed on March 29, 2022)
|
||
IperionX Limited (formerly Hyperion Metals Limited) Employee Incentive Plan (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form 20-F, filed on March
29, 2022)
|
||
Form of Indemnity, Insurance and Access for Directors (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form 20-F, filed on March 29, 2022)
|
||
List of Subsidiaries of IperionX Limited (incorporated by reference to Exhibit 8.1 to the Company’s Registration Statement on Form 20-F, filed on March 29, 2022)
|
||
Section 302 Certification of Chief Executive Officer
|
Section 302 Certification of Chief Financial Officer
|
||
Section 906 Certification of Chief Executive Officer
|
||
Section 906 Certification of Chief Financial Officer
|
||
Technical Report Summary on the Titan Project (incorporated herein by reference to Exhibit 99.2 to the Company’s Report on Form 6-K filed on July 1, 2022)
|
||
101.1
|
The following financial statements from the Company’s Annual Report on Form 20-F for the year ended June 30, 2022, formatted in Inline XBRL: (i) Consolidated Statements of Profit or Loss
and Other Comprehensive Income, (ii) Consolidated Statement of Financial Position, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as
blocks of text and including detailed tags.
|
|
104 |
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
+
|
Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly
disclosed.
|
IPERIONX LIMITED
|
|||
By:
|
/s/ Anastasios Arima | ||
Anastasios Arima
|
|||
Chief Executive Officer and Managing Director
|
|||
Date: August 26, 2022
|
PAGE
|
|
F-2
|
|
FINANCIAL STATEMENTS
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
Notes
|
2022
|
July 20, 2020 to
June 30, 2021
|
|||||||||
US$
|
US$
|
||||||||||
Continuing operations
|
|||||||||||
Exploration and evaluation expenses
|
|
(
|
)
|
|
(
|
)
|
|||||
Corporate and administrative expenses
|
(
|
)
|
(
|
)
|
|||||||
Business development expenses
|
(
|
)
|
(
|
)
|
|||||||
Share-based payment expenses
|
18(a)
|
|
(
|
)
|
(
|
)
|
|||||
Finance income
|
2
|
|
|
||||||||
Finance costs
|
2
|
(
|
)
|
(
|
)
|
||||||
Cost of listing on reverse acquisition
|
15
|
|
(
|
)
|
|||||||
Loss before income tax
|
(
|
)
|
(
|
)
|
|||||||
Income tax expense
|
3
|
|
|
||||||||
Loss for the year/period
|
(
|
)
|
(
|
)
|
|||||||
Loss attributable to shareholders of IperionX Limited
|
(
|
)
|
(
|
)
|
|||||||
Other comprehensive income/(loss)
|
|||||||||||
Items that may be reclassified subsequently to profit or loss:
|
|||||||||||
Exchange differences arising on translation into presentation currency
|
(
|
)
|
(
|
)
|
|||||||
Other comprehensive loss for the year/period, net of tax
|
(
|
)
|
(
|
)
|
|||||||
Total comprehensive loss for the year/period
|
(
|
)
|
(
|
)
|
|||||||
Total comprehensive loss attributable to shareholders of IperionX Limited
|
(
|
)
|
(
|
)
|
|||||||
Basic loss per share (US$ per share) (1)
|
14
|
(
|
)
|
(
|
)
|
||||||
Diluted loss per share (US$ per share) (1)
|
14
|
(
|
)
|
(
|
)
|
(1)
|
|
Notes
|
2022
|
2021
|
|||||||||
US$
|
US$
|
||||||||||
ASSETS
|
|||||||||||
Current Assets
|
|||||||||||
Cash and cash equivalents
|
5
|
|
|
||||||||
Trade and other receivables
|
|
|
|||||||||
Prepayments
|
|
|
|||||||||
Total Current Assets
|
|
|
|||||||||
Non-Current Assets
|
|||||||||||
Exploration and evaluation assets
|
6
|
|
|
||||||||
Property, plant and equipment
|
7
|
|
|
||||||||
Other financial assets
|
|
|
|||||||||
Total Non-Current Assets
|
|
|
|||||||||
TOTAL ASSETS
|
|
|
|||||||||
LIABILITIES
|
|||||||||||
Current Liabilities
|
|||||||||||
Trade and other payables
|
8
|
|
|
||||||||
Loans and borrowings
|
9
|
|
|
||||||||
Provisions
|
|
|
|||||||||
Total Current Liabilities
|
|
|
|||||||||
Non-Current Liabilities
|
|||||||||||
Loans and borrowings
|
9
|
|
|
||||||||
Total Non-Current Liabilities
|
|
|
|||||||||
TOTAL LIABILITIES
|
|
|
|||||||||
NET ASSETS
|
|
|
|||||||||
EQUITY
|
|||||||||||
Contributed equity
|
11
|
|
|
||||||||
Reserves
|
12
|
|
|
||||||||
Accumulated losses
|
13
|
(
|
)
|
(
|
)
|
||||||
TOTAL EQUITY
|
|
|
Contributed
Equity |
Share-Based Payments Reserve
|
Foreign Currency Translation Reserve
|
Accumulated Losses
|
Total
Equity |
||||||||||||||||
US$
|
US$
|
US$
|
US$
|
US$
|
||||||||||||||||
Balance at July 1, 2021
|
|
|
|
(
|
)
|
(
|
)
|
|
||||||||||||
Net loss for the year
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Exchange differences arising on translation into presentation currency
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Total comprehensive loss for the year
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
Issue of shares – share placement
|
|
|
|
|
|
|||||||||||||||
Issue of shares – exercise of options
|
|
(
|
)
|
|
|
|
||||||||||||||
Share issue costs
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||
Share-based payment expense
|
|
|
|
|
|
|||||||||||||||
Balance at June 30, 2022
|
|
|
(
|
)
|
(
|
)
|
|
|||||||||||||
Balance at incorporation
|
|
|
|
|
|
|||||||||||||||
Net loss for the period
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Exchange differences arising on translation into presentation currency
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Total comprehensive loss for the period
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
Issue of shares – incorporation
|
|
|
|
|
|
|||||||||||||||
Issue of shares – seed placement
|
|
|
|
|
|
|||||||||||||||
Reverse acquisition
|
|
|
|
|
|
|||||||||||||||
Issue of shares – to facilitators of reverse acquisition
|
|
|
|
|
|
|||||||||||||||
Issue of shares – share placement
|
|
|
|
|
|
|||||||||||||||
Issue of shares – exercise of options and performance rights
|
|
(
|
)
|
|
|
|
||||||||||||||
Share issue costs
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||
Share-based payment expense
|
|
|
|
|
|
|||||||||||||||
Balance at June 30, 2021
|
|
|
(
|
)
|
(
|
)
|
|
Notes
|
2022
|
July 20, 2020 to
June 30, 2021
|
|||||||||
US$
|
US$
|
||||||||||
Operating activities
|
|||||||||||
Payments to suppliers and employees
|
|
(
|
)
|
(
|
)
|
||||||
Interest paid
|
(
|
)
|
(
|
)
|
|||||||
Interest received
|
|
|
|||||||||
Net cash flows used in operating activities
|
5
|
(
|
)
|
(
|
)
|
||||||
Investing activities
|
|||||||||||
Purchase of exploration and evaluation assets
|
6
|
(
|
)
|
(
|
)
|
||||||
Purchase of property, plant and equipment
|
(
|
)
|
(
|
)
|
|||||||
Purchase of financial assets
|
(
|
)
|
|
||||||||
Net cash flows used in investing activities
|
(
|
)
|
(
|
)
|
|||||||
Financing activities
|
|||||||||||
Proceeds from issue of shares
|
|
|
|||||||||
Share issue costs
|
11(a)
|
|
(
|
)
|
(
|
)
|
|||||
Proceeds from borrowings
|
|
|
|||||||||
Repayment of borrowings
|
(
|
)
|
|
||||||||
Payment of principal portion of lease liabilities
|
(
|
)
|
(
|
)
|
|||||||
Net cash inflow on reverse acquisition
|
15
|
|
|
||||||||
Net cash flows from financing activities
|
|
|
|||||||||
Net increase in cash and cash equivalents
|
|
|
|||||||||
Net foreign exchange differences
|
(
|
)
|
(
|
)
|
|||||||
Cash and cash equivalents at beginning of the year/period
|
|
|
|||||||||
Cash and cash equivalents at the end of the year/period
|
5
|
|
|
1.
|
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
|
(a)
|
Basis of preparation
|
(b)
|
New standards, interpretations and amendments
|
(c)
|
Issued standards and interpretations not early adopted
|
Standard/Interpretation
|
Application Date of Standard
|
Application Date for the Group
|
|
|
|
|
|
|
(d)
|
Principles of Consolidation
|
(e)
|
Foreign Currencies
|
(i)
|
Functional and presentation currency
|
(ii)
|
Transactions and balances
|
(iii)
|
Group companies
|
•
|
assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
|
•
|
income and expenses are translated at average exchange rates for the year; and
|
•
|
retained earnings are translated at the exchange rates prevailing at the date of the transaction.
|
(f)
|
Cash and Cash Equivalents
|
(g)
|
Trade and Other Receivables
|
(h)
|
Property, Plant and Equipment
|
(i)
|
Exploration and Development Expenditure
|
(i)
|
the rights to tenure of the area of interest are current; and
|
(ii)
|
at least one of the following conditions is also met:
|
|
•
|
the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; and
|
•
|
exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable
reserves, and active and significant operations in, or in relation to, the area of interest are continuing.
|
(j)
|
Trade and other payables
|
(k)
|
Provisions
|
(l)
|
Interest income
|
(m)
|
Income Tax
|
(n)
|
Employee Entitlements
|
(o)
|
Earnings per Share
|
(p)
|
Goods and Services Tax
|
(q)
|
Use and Revision of Accounting Estimates, Judgements and Assumptions
|
•
|
Functional currency (Note 1(e));
|
•
|
Impairment of exploration and evaluation assets (Note 6); and
|
•
|
Share-based payments (Note 18).
|
(r)
|
Operating Segments
|
•
|
Nature of the products and services,
|
•
|
Nature of the production processes,
|
•
|
Type or class of customer for the products and services,
|
•
|
Methods used to distribute the products or provide the services, and if applicable,
|
•
|
Nature of the regulatory environment.
|
(s)
|
Impairment of Assets
|
(t)
|
Fair Value Estimation
|
(u)
|
Issued and Unissued Capital
|
(v)
|
Dividends
|
(w)
|
Share-Based Payments
|
(x)
|
Leases
|
2.
|
INCOME AND EXPENSES
|
|
2022
|
July 20, 2020 to
June 30, 2021
|
|||||||||
Note |
US$
|
US$
|
|||||||||
Finance income
|
|||||||||||
Interest income
|
|
|
|||||||||
Net foreign exchange gain
|
|
|
|||||||||
|
|
||||||||||
Finance costs
|
|||||||||||
Interest expense
|
(
|
)
|
(
|
)
|
|||||||
Other finance costs
|
(
|
)
|
(
|
)
|
|||||||
(
|
)
|
(
|
)
|
||||||||
Depreciation and amortisation
|
|||||||||||
Amortisation of right-of-use assets
|
7
|
(
|
)
|
(
|
)
|
||||||
Depreciation of property, plant and equipment
|
7
|
(
|
)
|
(
|
)
|
||||||
(
|
)
|
(
|
)
|
||||||||
Employee benefits expense
|
|||||||||||
Wages and salaries
|
(
|
)
|
(
|
)
|
|||||||
Employee benefits
|
(
|
)
|
(
|
)
|
|||||||
Post-employment benefits
|
(
|
)
|
(
|
)
|
|||||||
Share-based payment expenses
|
(
|
)
|
(
|
)
|
|||||||
(
|
)
|
(
|
)
|
3.
|
INCOME TAX
|
2022
|
July 20, 2020 to
June 30, 2021
|
|||||||
US$
|
US$
|
|||||||
Recognised in profit or loss
|
||||||||
Current income tax:
|
||||||||
Current income tax benefit in respect of the current year/period
|
|
|
||||||
Deferred income tax:
|
||||||||
Origination and reversal of temporary differences
|
|
|
||||||
Income tax expense reported in profit or loss
|
|
|
||||||
Reconciliation between tax expense and accounting loss before income tax
|
||||||||
Accounting loss before income tax
|
(
|
)
|
(
|
)
|
||||
At the Australian income tax rate of
|
(
|
)
|
(
|
)
|
||||
Effect of lower income tax rate in the United States
|
|
|
||||||
Expenditure not allowable for income tax purposes
|
|
|
||||||
Exchange differences
|
|
(
|
)
|
|||||
Adjustments in respect of deferred tax of previous years
|
|
|
||||||
Effect of deferred tax assets not brought to account
|
|
|
||||||
Income tax expense reported in profit or loss
|
|
|
3.
|
INCOME TAX (continued)
|
2022
|
2021
|
|||||||
US$
|
US$
|
|||||||
Deferred tax assets and liabilities
|
||||||||
Deferred tax liabilities:
|
||||||||
Right-of-use assets
|
|
|
||||||
Deferred tax assets used to offset deferred tax liabilities
|
(
|
)
|
(
|
)
|
||||
|
|
|||||||
Deferred tax assets:
|
||||||||
Accrued expenditures
|
|
|
||||||
Provisions
|
|
|
||||||
Lease liabilities
|
|
|
||||||
Capital allowances
|
|
|
||||||
Tax losses available to offset against future taxable income
|
|
|
||||||
Deferred tax assets used to offset deferred tax liabilities
|
(
|
)
|
(
|
)
|
||||
Deferred tax assets acquired on reverse acquisition not brought to account (1)
|
|
(
|
)
|
|||||
Other deferred tax assets not brought to account (1)
|
(
|
)
|
(
|
)
|
||||
|
|
(1)
|
|
4.
|
DIVIDENDS PAID OR PROVIDED FOR ON ORDINARY SHARES
|
5.
|
CASH AND CASH EQUIVALENTS
|
2022
|
2021
|
|||||||
US$
|
US$
|
|||||||
Cash at bank and on hand
|
|
|
||||||
|
|
|||||||
Reconciliation of loss before income tax to net cash flows from operations
|
||||||||
Loss for the year/period
|
(
|
)
|
(
|
)
|
||||
Adjustment for non-cash income and expense items
|
||||||||
Share-based payments expense
|
|
|
||||||
Cost of listing on reverse acquisition
|
|
|
||||||
Amortisation of right-of-use assets
|
|
|
||||||
Depreciation of property, plant and equipment
|
|
|
||||||
Net foreign exchange loss/(gain)
|
(
|
)
|
|
|||||
Lease modifications
|
(
|
)
|
|
|||||
Changes in assets and liabilities
|
||||||||
Increase in receivables and prepayments
|
(
|
)
|
(
|
)
|
||||
Increase in payables and provisions
|
|
|
||||||
Net cash outflow from operating activities
|
(
|
)
|
(
|
)
|
6.
|
EXPLORATION AND EVALUATION ASSETS
|
Titan
Project (1) |
||||
US$
|
||||
2022
|
||||
Carrying amount at June 30, 2021
|
|
|||
Additions
|
|
|||
Carrying amount at June 30, 2022
|
|
|||
2021
|
||||
Carrying amount at incorporation
|
|
|||
Additions
|
|
|||
Carrying amount at June 30, 2021 (2)
|
|
(1)
|
|
(2)
|
|
7.
|
PROPERTY, PLANT AND EQUIPMENT
|
Plant and
equipment |
Right-of-use assets
|
Total
|
||||||||||
US$
|
US$
|
US$
|
||||||||||
2022
|
||||||||||||
Carrying amount at July 1, 2021
|
|
|
|
|||||||||
Additions
|
|
|
|
|||||||||
Lease modifications
|
|
(
|
)
|
(
|
)
|
|||||||
Depreciation and amortization
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Carrying amount at June 30, 2022
|
|
|
|
|||||||||
- at cost
|
|
|
|
|||||||||
- accumulated depreciation
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
2021
|
||||||||||||
Carrying amount at incorporation
|
|
|
|
|||||||||
Additions
|
|
|
|
|||||||||
Depreciation and amortization
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Carrying amount at June 30, 2021
|
|
|
|
|||||||||
- at cost
|
|
|
|
|||||||||
- accumulated depreciation
|
(
|
)
|
(
|
)
|
(
|
)
|
8.
|
TRADE AND OTHER PAYABLES
|
2022
|
2021
|
|||||||
US$
|
US$
|
|||||||
Current
|
||||||||
Trade payables
|
|
|
||||||
Accruals
|
|
|
||||||
Payroll liabilities
|
|
|
||||||
Total trade and other payables
|
|
|
9.
|
LOANS AND BORROWINGS
|
2022
|
2021
|
|||||||
US$
|
US$
|
|||||||
Current
|
||||||||
Lease liabilities
|
|
|
||||||
Other loans and borrowings
|
|
|
||||||
Total current loans and borrowings
|
|
|
||||||
Non-current
|
||||||||
Lease liabilities
|
|
|
||||||
Other loans and borrowings
|
|
|
||||||
Total non-current loans and borrowings
|
|
|
||||||
Total loans and borrowings
|
|
|
(a) |
Reconciliation
|
|
Balance at
July 1, 2021 |
Additions
|
Lease modifications
|
Repayments
|
Balance at
June 30, 2022
|
|||||||||||||||
|
US$
|
US$
|
US$
|
US$
|
US$
|
|||||||||||||||
Lease liabilities
|
|
|
(
|
)
|
(
|
)
|
|
|||||||||||||
Other loans and borrowings
|
|
|
|
(
|
)
|
|
||||||||||||||
Total Loans and Borrowings
|
|
|
(
|
)
|
(
|
)
|
|
10.
|
LEASES
|
2022
|
July 20, 2020 to
June 30, 2021
|
||||||||||
Note |
US$
|
US$
|
|||||||||
Amortisation of right-of-use assets
|
7
|
(
|
)
|
(
|
)
|
||||||
Interest expense on lease liabilities
|
(
|
)
|
(
|
)
|
|||||||
Net amount recognised in profit or loss
|
(
|
)
|
(
|
)
|
11.
|
CONTRIBUTED EQUITY
|
2022
|
2021
|
||||||||||
Note
|
US$
|
US$
|
|||||||||
Issued capital
|
|||||||||||
|
11(a)
|
|
|
|
(a)
|
Movements in issued capital
|
Number of
Ordinary Shares |
Number of
Performance Shares |
US$
|
||||||||||
2022
|
||||||||||||
Opening balance at July 1, 2021
|
|
|
|
|||||||||
Issue of shares – share placement (August 2021)
|
|
|
|
|||||||||
Issue of shares – exercise of options
|
|
|
|
|||||||||
Share issue costs
|
-
|
-
|
(
|
)
|
||||||||
Closing balance at June 30, 2022
|
|
|
|
|||||||||
2021
|
||||||||||||
Opening balance at incorporation
|
|
|
|
|||||||||
Issue of shares – incorporation (July 2020)
|
|
|
|
|||||||||
Issue of shares – seed placement (August-October 2020)
|
|
|
|
|||||||||
Reverse acquisition – shares issued to facilitators of reverse acquisition
|
|
|
|
|||||||||
Reverse acquisition – recognition of legal acquirer shares
|
|
|
|
|||||||||
Issue of shares – share placement (January 2021)
|
|
|
|
|||||||||
Issue of shares – exercise of options and performance rights
|
|
|
|
|||||||||
Share issue costs
|
-
|
-
|
(
|
)
|
||||||||
Closing balance at June 30, 2021
|
|
|
|
(b)
|
Rights attaching to Ordinary Shares
|
•
|
Shares - The issue of shares in the capital of the Company and options over unissued shares by the Company is
under the control of the directors, subject to the Corporations Act 2001, ASX Listing Rules and any rights attached to any special class of shares.
|
•
|
Meetings of Members - Directors may call a meeting of members whenever they think fit. Members may call a
meeting as provided by the Corporations Act 2001.The Constitution contains provisions prescribing the content requirements of notices of meetings of members and all members are entitled to a notice of meeting. A meeting may be held in two
or more places linked together by audio-visual communication devices. A quorum for a meeting of members is
|
•
|
Voting - Subject to any rights or restrictions at the time being attached to any shares or class of shares of
the Company, each member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of members will be decided by a show of hands unless a poll is demanded. On a show of hands each eligible voter
present has
|
•
|
Changes to the Constitution - The Company's Constitution can only be amended by a special resolution passed by
at least
|
•
|
Listing Rules - Provided the Company remains admitted to the Official List, then despite anything in its
Constitution, no act may be done that is prohibited by the Listing Rules, and authority is given for acts required to be done by the Listing Rules. The Company's Constitution will be deemed to comply with the Listing Rules as amended from
time to time.
|
11.
|
CONTRIBUTED EQUITY (continued)
|
(c)
|
Rights attaching to Performance Shares
|
•
|
The Performance Shareholders are not entitled to a dividend;
|
•
|
The Performance Shares are not transferable;
|
•
|
The Performance Shareholders shall have no right to vote, subject to the Corporations Act;
|
•
|
The Performance Shares will convert into Ordinary Shares as follows:
|
|
o
|
Each Class A Performance Share will convert into
|
o
|
Each Class B Performance Share will convert into
|
o
|
All Performance Shares shall automatically convert into Ordinary Shares upon the occurrence of certain change of control events; and
|
o
|
To the extent that any Performance Shares have not converted into Ordinary Shares by the applicable expiry date, all such Performance Shares for each holder will automatically lapse and be combined into one
single Performance Share that will then convert into one single Ordinary Share. If the Class A Performance Shares have not converted into Ordinary Shares by the applicable expiry date, then the
|
•
|
The Ordinary Shares issued on conversion of any Performance Share will rank equally with and confer rights identical with all other Ordinary Shares then on issue and application will be made by the Company to
ASX for official quotation of the Ordinary Shares upon the date of conversion.
|
•
|
The Company shall allot and issue Ordinary Shares immediately upon conversion of the Performance Shares for no consideration and shall record the allotment and issue in the manner required by the Corporations
Act.
|
•
|
The Performance Shares are unquoted. No application for quotation of the Performance Shares will be made by the Company.
|
12.
|
RESERVES
|
2022
|
2021
|
||||||||||
Note
|
US$
|
US$
|
|||||||||
Share-based payments reserve
|
12(b)
|
|
|
|
|||||||
Foreign currency translation reserve
|
12(f)
|
|
(
|
)
|
(
|
)
|
|||||
|
|
(a)
|
Nature and purpose of reserves
|
|
(i)
|
Share-based payments reserve
|
(ii)
|
Foreign currency translation reserve
|
12.
|
RESERVES (continued)
|
(b)
|
Movements in share-based payments reserve during the year
|
Number of Listed
Options |
Number of
Unlisted
Options (Note 12(c)) |
Number of
Performance
Rights
(Note 12(d)) |
No. of
Restricted Stock
Units
(Note 12(e)) |
US$
|
||||||||||||||||
2022
|
||||||||||||||||||||
Opening balance at July 1, 2021
|
|
|
|
|
|
|||||||||||||||
Issue of employee options, performance rights, and restricted stock units
|
|
|
|
|
|
|||||||||||||||
Exercise of options
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
||||||||||||
Expiry of options
|
(
|
)
|
|
|
|
|
||||||||||||||
Share-based payment expense
|
-
|
-
|
-
|
-
|
|
|||||||||||||||
Closing balance at June 30, 2022
|
|
|
|
|
|
|||||||||||||||
2021
|
||||||||||||||||||||
Opening balance at incorporation
|
|
|
|
|
|
|||||||||||||||
Reverse acquisition – options issued to vendors of legal acquiree
|
|
|
|
|
|
|||||||||||||||
Reverse acquisition – recognition of legal acquirer options and rights
|
|
|
|
|
|
|||||||||||||||
Issue of employee options and performance rights
|
|
|
|
|
|
|||||||||||||||
Exercise of options and performance rights
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||
Share-based payment expense
|
-
|
-
|
-
|
-
|
|
|||||||||||||||
Closing balance at June 30, 2021
|
|
|
|
|
(1)
|
For details on the valuation of Unlisted Options and Performance Rights, including models and assumptions used, refer to Note 18 of the financial statements.
|
(c)
|
Terms and conditions of Unlisted Options
|
•
|
Each Unlisted Option entitles the holder to the right to subscribe for
|
•
|
The Unlisted Options outstanding at the end of the financial year have the following exercise prices and expiry dates:
|
o
|
|
o
|
|
o
|
|
o
|
|
o
|
|
o
|
|
o
|
|
o
|
|
•
|
The Unlisted Options are exercisable at any time prior to the Expiry Date, subject to vesting conditions being satisfied (if applicable);
|
•
|
Shares issued on exercise of the Unlisted Options rank equally with the then Shares of the Company;
|
•
|
Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Unlisted Options;
|
•
|
If there is any reconstruction of the issued share capital of the Company, the rights of the Unlisted Option holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at
the time of the reconstruction; and
|
•
|
No application for quotation of the Unlisted Options will be made by the Company.
|
12.
|
RESERVES (continued)
|
(d)
|
Terms and conditions of Performance Rights
|
•
|
Each Performance Right automatically converts into
|
•
|
Each Performance Right is subject to performance conditions (as determined by the Board from time to time) which must be satisfied in order for the Performance Right to vest;
|
•
|
The Performance Rights outstanding at the end of the financial year have the following performance conditions and expiry dates:
|
o
|
|
o
|
|
o
|
|
o
|
|
•
|
Application will be made by the Company to ASX for official quotation of the Shares issued upon conversion of the Performance Rights;
|
•
|
If there is any reconstruction of the issued share capital of the Company, the rights of the Performance Right holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at
the time of the reconstruction;
|
•
|
No application for quotation of the Performance Rights will be made by the Company; and
|
•
|
Without approval of the Board, Performance Rights may not be transferred, assigned or novated, except, upon death, a participant's legal personal representative may elect to be registered as the new holder
of such Performance Rights and exercise any rights in respect of them.
|
(e)
|
Terms and conditions of Restricted Stock Units
|
•
|
Each RSU automatically converts into
|
•
|
Each RSU is subject to service based performance conditions (as determined by the Board from time to time) which must be satisfied in order for the RSU to vest;
|
•
|
The RSUs outstanding at the end of the financial year have the following conditions and expiry dates:
|
o
|
|
•
|
Application will be made by the Company to ASX for official quotation of the Shares issued upon conversion of the RSUs;
|
•
|
If there is any reconstruction of the issued share capital of the Company, the rights of the RSU holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of
the reconstruction;
|
•
|
No application for quotation of the RSUs will be made by the Company; and
|
•
|
Without approval of the Board, RSUs may not be transferred, assigned or novated, except, upon death, a participant's legal personal representative may elect to be registered as the new holder of such RSUs
and exercise any rights in respect of them.
|
(f)
|
Movements in foreign currency translation reserve during the year
|
2022
|
2021
|
|||||||
US$
|
US$
|
|||||||
Balance at start of year/period
|
(
|
)
|
|
|||||
Exchange differences arising on translation into presentation currency
|
(
|
)
|
(
|
)
|
||||
Balance at June 30
|
(
|
)
|
(
|
)
|
13.
|
ACCUMULATED LOSSES
|
2022
|
2021
|
|||||||
US$
|
US$
|
|||||||
Balance at start of year/period
|
(
|
)
|
|
|||||
Net loss for the year/period
|
(
|
)
|
(
|
)
|
||||
Balance at June 30
|
(
|
)
|
(
|
)
|
14.
|
LOSS PER SHARE
|
2022
US$ |
July 20, 2020 to
June 30, 2021
US$ |
|||||||
Basic loss per share (1)
|
(
|
)
|
(
|
)
|
||||
Diluted loss per share (1)
|
(
|
)
|
(
|
)
|
(1)
|
|
2022
US$ |
July 20, 2020 to
June 30, 2021
US$ |
|||||||
Net loss
|
(
|
)
|
(
|
)
|
||||
Net loss used in calculating basic and dilutive earnings per share
|
(
|
)
|
(
|
)
|
Number of
Ordinary Shares 2022
|
Number of
Ordinary Shares 2021
|
|||||||
Weighted average number of Ordinary Shares used in calculating basic and dilutive earnings per share
|
|
|
(a)
|
Anti-Dilutive Securities
|
(b)
|
Conversions, Calls, Subscriptions or Issues after June 30, 2022
|
15.
|
REVERSE ACQUISITION ACCOUNTING
|
December 1,
2020
US$
|
||||
Fair value of consideration:
|
||||
Equity (1)
|
|
|||
Direct costs relating to the reverse acquisition
|
|
|||
Cash option fee paid to HMAPL
|
(
|
)
|
||
Pre-acquisition loan to HMAPL
|
(
|
)
|
||
Fair value of consideration
|
|
|||
Fair value of net assets acquired:
|
||||
Cash and cash equivalents
|
|
|||
Trade and other receivables
|
|
|||
Trade and other payables
|
(
|
)
|
||
Fair value of net assets acquired
|
|
|||
Cost of listing
|
|
|||
Net cash inflow:
|
||||
Net cash acquired on reverse acquisition
|
|
|||
Direct costs relating to the reverse acquisition
|
(
|
)
|
||
Cash option fee paid to HMAPL
|
|
|||
Pre-acquisition loan to HMAPL
|
|
|||
Net consolidated cash inflow
|
|
(1)
|
The fair value of the equity interests deemed to have been
issued by HMAPL has been determined based on the underlying share price of the Company on ASX on the deemed date of acquisition (A$
|
16.
|
RELATED PARTIES
|
(a)
|
Subsidiaries
|
Country of
Incorporation |
Equity Interest
|
||||||||
2022
% |
2021
% |
||||||||
Hyperion Metals (Australia) Pty Ltd
|
|
|
|
||||||
IperionX Critical Minerals LLC (formerly TN Exploration LLC)
|
|
|
|
||||||
IperionX Technology LLC (formerly Hyperion Materials & Technologies LLC)
|
|
|
|
||||||
IperionX Inc.
|
|
|
|
||||||
Calatos Pty Ltd LLC
|
|
|
|
(b)
|
Ultimate Parent
|
(c)
|
Key Management Personnel
|
2022
US$ |
July 20, 2020 to
June 30, 2021
US$ |
|||||||
Short-term employee benefits
|
|
|
||||||
Post-employment benefits
|
|
|
||||||
Share-based payments
|
|
|
||||||
Total compensation
|
|
|
(d)
|
Other transactions with Related Parties
|
17.
|
PARENT ENTITY DISCLOSURES
|
2022
|
2021
|
|||||||
US$
|
US$
|
|||||||
(a) Financial Position
|
||||||||
Assets
|
||||||||
Current Assets
|
|
|
||||||
Non-Current Assets
|
|
|
||||||
Total Assets
|
|
|
||||||
Liabilities
|
||||||||
Current Liabilities
|
|
|
||||||
Total Liabilities
|
|
|
||||||
Equity
|
||||||||
Contributed equity
|
|
|
||||||
Reserves
|
|
|
||||||
Accumulated losses
|
(
|
)
|
(
|
)
|
||||
Total Equity
|
|
|
||||||
(b) Financial Performance
|
||||||||
Loss for the year/period
|
(
|
)
|
(
|
)
|
||||
Other comprehensive (loss)/income
|
(
|
)
|
|
|||||
Total comprehensive loss
|
(
|
)
|
(
|
)
|
(c)
|
Other
|
18.
|
SHARE-BASED PAYMENTS
|
(a)
|
Recognised share-based payment expense
|
2022
US$ |
July 20, 2020 to
June 30, 2021
US$ |
|||||||
Expense arising from staff remuneration arrangements
|
(
|
)
|
(
|
)
|
||||
Expense arising from cost of listing on reverse acquisition
|
|
(
|
)
|
|||||
Total expense arising from equity-settled share-based payment transactions
|
(
|
)
|
(
|
)
|
18.
|
SHARE-BASED PAYMENTS (continued)
|
(b)
|
Summary of securities granted as share-based payments
|
2022
Number |
2022
WAEP |
2021
Number |
2021
WAEP |
|||||||||||||
Outstanding at beginning of period
|
|
|
A$
|
|
|
|||||||||||
Recognition of legal acquirer Listed Options
|
|
|
|
|
A$
|
|||||||||||
Recognition of legal acquirer Options
|
|
|
|
|
A$
|
|||||||||||
Recognition of legal acquirer Rights
|
|
|
|
|
||||||||||||
Options granted to vendors of legal acquiree
|
|
|
|
|
A$
|
|||||||||||
Options granted during the year/period
|
|
|
A$
|
|
|
A$
|
||||||||||
Rights granted during the year/period
|
|
|
|
|
||||||||||||
RSUs granted during the year/period
|
|
|
|
|
||||||||||||
Listed Options exercised during the year/period
|
(
|
)
|
|
(A$
|
) |
(
|
)
|
|
(A$
|
)
|
||||||
Options exercised during the year/period
|
(
|
)
|
|
(A$
|
)
|
(
|
)
|
|
(A$
|
)
|
||||||
Rights converted during the year/period
|
|
|
(
|
)
|
|
|||||||||||
Listed Options expired during the year/period
|
(
|
)
|
|
(A$
|
)
|
|
|
|||||||||
Outstanding at end of year/period
|
|
|
A$
|
|
|
A$
|
2022
|
Security
Type |
Number
|
Grant Date
|
Expiry
Date |
Exercise
Price A$ |
Vesting Hurdle
(30-day VWAP) A$ |
Fair
Value A$ |
|||||||||||||
Series 1
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 2
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 3
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 4
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 5
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 6
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 7
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 8
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 9
|
RSUs
|
|
|
|
|
|
$
|
|
||||||||||||
Series 10
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 11
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 12
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 13
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 14
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 15
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 16
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 17
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 18
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 19
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 20
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 21
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 22
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 23
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 24
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 25
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 26
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 27
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 28
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 29
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 30
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 31
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 32
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 33
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 34
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 35
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 36
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 37
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 38
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 39
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 40
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 41
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 42
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 43
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 44
|
Rights
|
|
|
|
|
$
|
|
$
|
|
18.
|
SHARE-BASED PAYMENTS (continued)
|
(c)
|
Summary of securities granted as share-based payments (continued)
|
2021 |
Security
Type |
Number
|
Grant Date
|
Expiry
Date |
Exercise
Price A$ |
Vesting Hurdle
(30-day VWAP) A$ |
Fair
Value A$ |
|||||||||||||
Series 1
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 2
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 3
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 4
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 5
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 6
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 7
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 8
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 9
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 10
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 11
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 12
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 13
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 14
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 15
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 16
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 17
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 18
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 19
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 20
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 21
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 22
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 23
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 24
|
Rights
|
|
|
|
|
$
|
|
$
|
|
(d)
|
Weighted Average Remaining Contractual Life
|
(e)
|
Weighted Average Fair Value
|
(f)
|
Range of Exercise Prices
|
(g)
|
Option, Right and RSU Pricing Models
|
18.
|
SHARE-BASED PAYMENTS (continued)
|
(h)
|
Option, Right and RSU Pricing Models (continued)
|
2022
|
2021
|
|||||||||||||||||||||||
Options
|
RSUs and Rights that don’t have market-based vesting conditions
|
Rights that have market-based vesting conditions
|
Options
|
RSUs and Rights that don’t have market-based vesting conditions
|
Rights that have market-based vesting conditions
|
|||||||||||||||||||
Fair value at grant date (weighted average)
|
|
A$
|
|
A$
|
|
A$
|
|
A$
|
|
|
A$
|
|||||||||||||
Share price at grant date (weighted average)
|
|
A$
|
|
A$
|
|
A$
|
|
A$
|
|
|
A$
|
|||||||||||||
Vesting hurdle (30-day VWAP) (weighted average)
|
|
|
|
A$
|
|
|
|
A$
|
||||||||||||||||
Exercise price (weighted average)
|
|
A$
|
|
|
|
A$
|
|
|
||||||||||||||||
Expected life (weighted average) (1)
|
|
|
|
|
-
|
|
||||||||||||||||||
Risk-free interest rate (weighted average)
|
|
%
|
|
%
|
|
%
|
|
%
|
|
|
%
|
|||||||||||||
Expected volatility (weighted average) (2)
|
|
%
|
|
%
|
|
%
|
|
%
|
|
|
%
|
|||||||||||||
Expected dividend yield (3)
|
|
|
|
|
|
|
(1)
|
|
(2)
|
|
(3)
|
|
19.
|
AUDITORS' REMUNERATION
|
2022
|
July 20, 2020 to
June 30, 2021
|
|||||||
US$
|
US$
|
|||||||
PwC and related network firms:
|
||||||||
Audit or review of financial reports - Group
|
|
|
||||||
Other services
|
|
|
||||||
BDO and related network firms:
|
||||||||
Audit or review of financial reports - Group
|
|
|
||||||
Other services – tax compliance and corporate finance
|
|
|
||||||
|
|
20.
|
SEGMENT INFORMATION
|
(a)
|
Reconciliation of non-current assets by geographical location
|
2022
|
2021
|
|||||||
US$
|
US$
|
|||||||
United States of America
|
|
|
||||||
|
|
21.
|
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
|
(a)
|
Overview
|
(b)
|
Credit Risk
|
2022
|
2021
|
||||||||||
Note
|
US$
|
US$
|
|||||||||
Cash and cash equivalents
|
5
|
|
|
||||||||
Trade and other receivables
|
|
|
|||||||||
Other financial assets
|
|
|
|||||||||
|
|
(c)
|
Liquidity Risk
|
21.
|
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
|
(c)
|
Liquidity Risk (continued)
|
≤1 year
|
1-5 years
|
≥5 years
|
Total contractual
cash flows
|
Carrying amount
of liabilities
|
||||||||||||||||
US$
|
US$
|
US$
|
US$
|
US$
|
||||||||||||||||
2022
|
||||||||||||||||||||
Financial liabilities
|
||||||||||||||||||||
Trade and other payables
|
|
|
|
|
|
|||||||||||||||
Lease liabilities
|
|
|
|
|
|
|||||||||||||||
Other loans and borrowings
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
||||||||||||||||
2021
|
||||||||||||||||||||
Financial liabilities
|
||||||||||||||||||||
Trade and other payables
|
|
|
|
|
|
|||||||||||||||
Lease liabilities
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
(d)
|
Interest Rate Risk
|
2022
|
2021
|
||||||||||
Note
|
US$
|
US$
|
|||||||||
Interest-bearing financial instruments
|
|||||||||||
Cash at bank and on hand
|
5
|
|
|
||||||||
|
|
Profit or loss
|
Equity
|
|||||||||||||||
+0.5%
US$
|
-0.5%
US$
|
+0.5%
US$
|
-0.5%
US$
|
|||||||||||||
2022
|
||||||||||||||||
Cash and cash equivalents
|
|
(
|
)
|
|
(
|
)
|
||||||||||
2021
|
||||||||||||||||
Cash and cash equivalents
|
|
(
|
)
|
|
(
|
)
|
21.
|
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
|
(e)
|
Foreign Currency Risk
|
Assets and liabilities denominated in currencies other than the functional currency of the group entity
|
2022
US$ Equivalent |
2021
US$ Equivalent |
||||||
Financial assets
|
||||||||
Cash and cash equivalents
|
|
|
||||||
Financial liabilities
|
||||||||
Trade and other payables
|
(
|
)
|
|
|||||
Net exposure
|
|
|
Profit or loss
|
Equity
|
|||||||||||||||
+10%
US$
|
-10%
US$
|
+10%
US$
|
-10%
US$
|
|||||||||||||
2022
|
||||||||||||||||
Group
|
|
(
|
)
|
|
(
|
)
|
||||||||||
2021
|
||||||||||||||||
Group
|
|
|
|
|
(f)
|
Commodity Price Risk
|
(g)
|
Capital Management
|
(h)
|
Fair Value
|
22.
|
CONTINGENT ASSETS AND LIABILITIES
|
23.
|
EVENTS SUBSEQUENT TO BALANCE DATE
|
•
|
the operations, in financial years subsequent to June 30, 2022, of the Group;
|
•
|
the results of those operations, in financial years subsequent to June 30, 2022, of the Group; or
|
•
|
the state of affairs, in financial years subsequent to June 30, 2022, of the Group.
|