Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

---

FORM 6-K

---

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

Date: November 1, 2023

Commission File Number: 001-41338

---

IperionX Limited

(Translation of registrant’s name into English)

---

129 W Trade Street, Suite 1405

Charlotte, North Carolina

(Address of principal executive offices)

---

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐

---

---

EXHIBIT INDEX

The following exhibits are filed as part of this Form 6-K:

Exhibit		Description
99.1		Press Release
99.2		Press Release

---

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	IPERIONX LIMITED
	(registrant)
Date: November 1, 2023	By:	/s/ Gregory Swan

	Name:	Gregory Swan
	Title:	Chief Financial Officer

---

---

Exhibit 99.1

PRESS RELEASE | NASDAQ: IPX | ASX: IPX November 1, 2023

IPERIONX RECEIVES US$12.7M U.S. DEPARTMENT OF DEFENSE GRANT FOR DOMESTIC TITANIUM PRODUCTION

 

IperionX Limited (IperionX) (NASDAQ: IPX, ASX: IPX) is pleased to announce that the U.S. Department of Defense (U.S. DoD) has advised that it has contracted to award IperionX US$12.7 million in funding awarded under the Defense Production Act (DPA) Title III authorities to address U.S. titanium supply chain vulnerabilities.

 

The combination of the non-dilutive US$12.7 million U.S. DoD grant and the potential for a further US$11.5 million in equipment financing under the previously announced Export-Import Bank of the United States ("EXIM Bank") initiatives provide an outstanding platform for IperionX to accelerate the re-shoring of U.S. domestic titanium production through the development of its titanium production facility in Halifax County, Virginia.

 

The U.S. DoD has undertaken extensive due diligence of IperionX’s titanium metal technologies through the application and contracting process, including U.S. DoD representatives undertaking a site visit to IperionX’s operating pilot plant in Utah.

 

The United States has limited domestic primary titanium metal (titanium sponge) capacity and currently imports over 95% of the titanium sponge required for the U.S. defense sector. IperionX intends to re-shore a full titanium supply chain to the U.S. to reduce the acute reliance on titanium imports from foreign nations and strengthen the titanium supply chain for critical defense and advanced industries.

 

IperionX will apply the US$12.7 million U.S. DoD grant funding towards building a 125 metric tons per annum titanium production facility in Halifax County, Virginia, with first production expected in 2024. Once commissioned, IperionX intends to rapidly scale the capacity of this advanced titanium production facility – in a modular development approach – to 1,125 metric tons per annum on the same site in Virginia.

 

Titanium has been mass produced in the same way since the 1940s when the existing ‘Kroll Process’ was developed. The Kroll Process is energy intensive, high cost and produces high levels of greenhouse gas emissions. In contrast, IperionX’s titanium production technologies use less energy to produce high-strength titanium, at lower costs, with zero Scope 1 and 2 emissions.

 

Titanium is prized for its high strength-to-weight ratio, resistance to high temperatures and corrosion. Titanium is a critical material for many U.S. defense systems and for a range of demanding applications in the aerospace, space, medical, consumer electronics, additive manufacturing, hydrogen and automotive sectors.

 

IperionX has the potential to deliver a full U.S. titanium supply chain from titanium mineral production to the manufacturing of high performance titanium products, and the unique ability to use 100% recycled scrap titanium. IperionX can produce a wide range of titanium products - including titanium powder, ingots, bars, and plate – at higher energy efficiency, lower costs, and with lower environmental impacts.

 

The US$12.7 million U.S. DoD grant will be matched on a 1:1 cost share basis by IperionX, for a total funding amount of ~US$25 million. Further details can be found in Appendix 1.

 

Dr. Laura Taylor-Kale, Assistant Secretary of Defense for Industrial Base Policy said:

 

“Titanium is critical to the basic Warfighting capability of the United States. Domestic titanium production is a top priority for the DoD’s industrial base programs.”

 

Anastasios (Taso) Arima, IperionX CEO said:

 

“Titanium for the U.S. defense sector is currently sourced over long distances from foreign nations. We are pleased to receive this award from the U.S. DoD that will assist IperionX to re-shore a lower-cost, more sustainable and fully integrated U.S. titanium supply chain that is critical to America’s national security.”

 

North Carolina	Tennessee	Virginia	Utah
129 W Trade Street, Suite 1405 Charlotte, NC 28202	279 West Main Street Camden, TN 38320	1080 Confroy Drive South Boston, VA 24592	1782 W 2300 S West Valley City, UT 84119

---

IperionX’s titanium production facility, Virginia.

 

This announcement has been authorized for release by the CEO and Managing Director.

 

For further information and enquiries please contact:

 

[e-mail]

[phone]

 

About the Department of Defense's Office of the Assistant Secretary of Defense for Industrial Base Policy:

 

The Assistant Secretary of Defense for Industrial Base Policy is the principal advisor to the Under Secretary of Defense for Acquisition and Sustainment (USD(A&S)) for developing Department of Defense policies for the maintenance of the United States defense industrial base (DIB), executing small business programs and policy, and conduction geo-economic analysis and assessments. 

 

The office also provides the USD(A&S) with recommendations on budget matters related to the DIB, anticipates and closes gaps in manufacturing capabilities for defense systems, and assesses impacts related to mergers, acquisition, and divestitures.  IBP monitors and assesses the impact of foreign investments in the United States and executes authorities under sections 2501 and 2505 U.S.C. Title 10.

 

About IperionX

 

IperionX aims to become a leading American titanium metal and critical materials company – using patented metal technologies to produce high performance titanium alloys, from titanium minerals or scrap titanium, at lower energy, cost and carbon emissions.

 

Our Titan critical minerals project is the largest JORC-compliant mineral resource of titanium, rare earth and zircon minerals sands in the United States.

 

IperionX’s titanium metal and critical minerals are essential for advanced U.S. industries including space, aerospace, defense, consumer electronics, hydrogen, electric vehicles and additive manufacturing.

 

---

Appendix I: U.S. Department of Defense Grant Funding

 

IperionX and the Government of the United States have entered into a Technology Investment Agreement (“TIA”) issued under the authority of 10 U.S.C. 4001 and Title III of the Defense Production Act of 1950, for “Scale Up Funding for Sustainable and Low-Cost Titanium Technology to Re-shore U.S. Titanium Metal Production”.

 

The total amount of the agreement is US$26.1 million, with a U.S. Government’s share of US$12.7 million, and IperionX’s share of US$13.4 million.

 

The term of the TIA is 39 months, which may be terminated by either party upon 30 days written notice to the other party, with funding provided under the TIA is to be applied to real property or equipment.

 

Title to all real property and equipment purchased with federal funds under the TIA is held by the Government through the term of the agreement, and the Government may elect to transfer title to all (or some) of the real property or equipment to IperionX at the end of the agreement.

Forward Looking Statements   Information included in this release constitutes forward-looking statements. Often, but not always, forward looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “continue”, and “guidance”, or other similar words and may include, without limitation, statements regarding plans, strategies and objectives of management, anticipated production or construction commencement dates and expected costs or production outputs. Forward looking statements inherently involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance, and achievements to differ materially from any future results, performance, or achievements. Relevant factors may include, but are not limited to, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licenses and permits and diminishing quantities or grades of reserves, the Company’s ability to comply with the relevant contractual terms to access the technologies, commercially scale its closed-loop titanium production processes, or protect its intellectual property rights, political and social risks, changes to the regulatory framework within which the Company operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation. Forward looking statements are based on the Company and its management’s good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company’s business and operations in the future. The Company does not give any assurance that the assumptions on which forward looking statements are based will prove to be correct, or that the Company’s business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company’s control.   Although the Company attempts and has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in forward looking statements, there may be other factors that could cause actual results, performance, achievements, or events not to be as anticipated, estimated or intended, and many events are beyond the reasonable control of the Company. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Forward looking statements in these materials speak only at the date of issue. Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules, in providing this information the Company does not undertake any obligation to publicly update or revise any of the forward-looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.

 

---

---

Exhibit 99.2

PRESS RELEASE | NASDAQ: IPX | ASX: IPX November 1, 2023

Not for release to US wire services or distribution in the United States

 

IPERIONX COMPLETES US$16.7M PLACEMENT TO RE-SHORE U.S. TITANIUM PRODUCTION

 

IperionX Limited (IperionX) (NASDAQ: IPX, ASX: IPX) is pleased to announce that it has received firm commitments for a placement of 21 million new fully paid ordinary shares at an issue price of A$1.25 per share (“New Shares”) to existing institutional investors to raise gross proceeds of A$26.3 million (approximately US$16.7 million) before costs (“Placement”).

 

The Placement was led by existing shareholders, B Riley Principal Investments, Fidelity International, Inherent Group, and one of the world’s largest asset managers, confirming their support for IperionX’s plans to re-shore U.S. titanium production, scale IperionX’s patented titanium technologies, advance the Titan Critical Mineral Project and for general corporate purposes.

 

IperionX’s technology and patent portfolio advisor, Mr. Ray Nimrod, participated in the placement, and is a significant long-term shareholder and advisor to the Company. Ray is a renowned expert in technology patent law, representing a range of leading technology clients, including multiple Fortune 100 companies. 

 

The issue price of A$1.25 per New Share represents a 14.5% premium to the 5-day VWAP and a 3.2% discount to the 30-day VWAP. The Company expects to issue the Placement shares on or about November 3, 2023, and will issue the shares under ASX Listing Rule 7.1.

 

IperionX has significantly bolstered its capital position with up to US$40.9 million in new funding, made up of:

 

•

US$12.7 million grant from U.S. Department of Defense;

 

•

US$16.7 million from the equity Placement; and

 

•

Potential for US$11.5 million in equipment financing from the Export-Import Bank of the United States ("EXIM Bank") ‘China and Transformational Exports Program’ and ‘Make More in America Initiative’.

 

This robust financial position provides a strong platform for IperionX to accelerate plans to re-shore U.S. titanium production with the development of the advanced Titanium Production Facility in Halifax County, Virginia.

 

Bell Potter Securities Limited acted as Lead Manager to the Placement.

 

This announcement has been authorized for release by the Board of Directors.

 

For further information and enquiries please contact:

 

[e-mail]

[phone]

 

Not an offer in the United States

 

This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

 

North Carolina	Tennessee	Virginia	Utah
129 W Trade Street, Suite 1405 Charlotte, NC 28202	279 West Main Street Camden, TN 38320	1080 Confroy Drive South Boston, VA 24592	1782 W 2300 S West Valley City, UT 84119

---

About IperionX

 

IperionX aims to become a leading American titanium metal and critical materials company – using patented metal technologies to produce high performance titanium alloys, from titanium minerals or scrap titanium, at lower energy, cost and carbon emissions.

 

Our Titan critical minerals project is the largest JORC-compliant mineral resource of titanium, rare earth and zircon minerals sands in the United States.

 

IperionX’s titanium metal and critical minerals are essential for advanced U.S. industries including space, aerospace, defense, consumer electronics, hydrogen, electric vehicles and additive manufacturing.

 

Forward Looking Statements Information included in this release constitutes forward-looking statements. Often, but not always, forward looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “continue”, and “guidance”, or other similar words and may include, without limitation, statements regarding plans, strategies and objectives of management, anticipated production or construction commencement dates and expected costs or production outputs. Forward looking statements inherently involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance, and achievements to differ materially from any future results, performance, or achievements. Relevant factors may include, but are not limited to, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licenses and permits and diminishing quantities or grades of reserves, the Company’s ability to comply with the relevant contractual terms to access the technologies, commercially scale its closed-loop titanium production processes, or protect its intellectual property rights, political and social risks, changes to the regulatory framework within which the Company operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation. Forward looking statements are based on the Company and its management’s good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company’s business and operations in the future. The Company does not give any assurance that the assumptions on which forward looking statements are based will prove to be correct, or that the Company’s business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company’s control. Although the Company attempts and has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in forward looking statements, there may be other factors that could cause actual results, performance, achievements, or events not to be as anticipated, estimated or intended, and many events are beyond the reasonable control of the Company. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Forward looking statements in these materials speak only at the date of issue. Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules, in providing this information the Company does not undertake any obligation to publicly update or revise any of the forward-looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.

---

---