As filed with the Securities and Exchange Commission on September 29, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 20-F
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
OR
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended June 30 , 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
OR
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Date of event requiring this shell company report
For the transition period from __________ to __________
Commission file number 001-41338
IPERIONX LIMITED
(Exact name of Registrant as specified in its charter)
| N/A | AUSTRALIA | |||||||
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) | |||||||
(Address of principal executive offices)
Chief Executive Officer and Managing Director
(980 ) 237-8900 (telephone)
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered or to be registered: | ||||||
The | ||||||||
______________________________________
(1)Evidenced by American Depositary Receipts
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
______________________________________
Number of outstanding shares of each of the issuer’s classes of capital or common stock as of June 30, 2026:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company
x | Accelerated filer | o | Non-accelerated filer | o | Emerging growth company | ||||||||||||||||||
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
o U.S. GAAP
x International Financial Reporting Standards as issued by the International Accounting Standards Board
o Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes o No o
TABLE OF CONTENTS
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GLOSSARY OF TERMS AND DEFINITIONS
When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:
| ADSs | American Depositary Shares | ||||
| ALC | Australian land corporation | ||||
| AMC | Advanced Manufacturing Center | ||||
| Apollo Group | Apollo Group Pty Ltd | ||||
ARHTM | IperionX proprietary technology for alkaline roasting and hydrolysis | ||||
| ASIC | Australian Securities and Investments Commission | ||||
| ASX | Australian Securities Exchange | ||||
| Atlas or Atlas Project | Mineral, property and infrastructure assets acquired from Covia Solutions LLC on July 1, 2026 | ||||
| Blacksand | Blacksand Technology LLC | ||||
| CAA | Clean Air Act | ||||
| CCO | Chief Commercial Officer | ||||
| CDI | CHESS Depositary Interests | ||||
| CEO | Chief Executive Officer | ||||
| CERCLA | Comprehensive Environmental Response, Compensation, and Liability Act | ||||
| CFI | Conduit foreign income | ||||
| CFO | Chief Financial Officer | ||||
| CO2e | Carbon dioxide equivalents | ||||
| COG | Cut-Off Grade | ||||
| COO | Chief Operating Officer | ||||
| CSO | Chief Strategy Officer | ||||
| CWA | Clean Water Act | ||||
| DEVCOM | U.S. Army Combat Capabilities Development Command | ||||
| DFS | Definitive Feasibility Study | ||||
| DoW | Department of War, also referred to as "Department of Defense", renamed by Executive order 14347, “Restoring the United States Department of War” | ||||
| DRS | Direct Registration System | ||||
| DTC | Depository Trust Company | ||||
| DPA Title III | A provision of the Defense Production Act of 1950 that allows the President to expand the production and supply of critical materials necessary for national defense. | ||||
| EBITDA | Earnings before interest, taxes, depreciation and amortization | ||||
| EPA | United States Environmental Protection Agency | ||||
| EPS | Earnings per share | ||||
| ERP | Enterprise resource planning | ||||
| ESA | Endangered Species Act | ||||
| Exchange Act | U.S. Securities Exchange Act of 1934, as amended | ||||
| FATA | Foreign Acquisition and Takeovers Act | ||||
| FIP | Foreign Investment Policy | ||||
| FIRB | Foreign Investment Review Board | ||||
| FR | Fixed remuneration | ||||
GenXTM | IperionX's next-generation continuous HAMRTM platform | ||||
| GHGs | Greenhouse gases | ||||
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Green RutileTM | IperionX proprietary technology for low carbon titanium mineral enrichment | ||||
GSDTM | IperionX proprietary technology for the Granulation Sintering DeoxygenationTM process | ||||
| GVSC | DEVCOM Ground Vehicle Systems Center | ||||
| Ha | Hectare | ||||
HAMRTM | IperionX patented technology for Hydrogen Assisted Metallothermic ReductionTM | ||||
| HMAPL | Hyperion Metals (Australia) Pty Ltd | ||||
| HREC | Heavy rare earth concentrate | ||||
HSPTTM | IperionX patented technology for hydrogen sintering and phase transformation process | ||||
| HfO₂ | Hafnium Dioxide | ||||
| IAS | International Accounting Standards | ||||
| IASB | International Accounting Standards Board | ||||
| IBAS | U.S. DoW Industrial Base Analysis and Sustainment grant program | ||||
| IDIQ | Indefinite delivery, indefinite quantity | ||||
| IFRS | International Financial Reporting Standards | ||||
| IperionX Limited | “Company” or “IperionX”, “Consolidated Entity” or “Group” | ||||
| IP | Intellectual property | ||||
| IPF | Industrial Pilot Facility in West Valley City, Utah | ||||
| IRR | internal rate of return | ||||
| IRS Code | Internal Revenue Code of 1986, as amended | ||||
| JLTV | Joint Light Tactical Vehicle | ||||
| JORC Code | Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves | ||||
| kg | kilogram | ||||
| KMP | Key Management Personnel | ||||
| KPI | Key performance indicators | ||||
| LOM | Life of mine | ||||
| LTI | Long-term incentives | ||||
| LTIP | Long-term incentive plan | ||||
| m | meter | ||||
| m3 | cubic meter | ||||
| Mt | Million metric tons | ||||
| N/A | Not applicable | ||||
| Nasdaq | Nasdaq Capital Market | ||||
| NEDs | Non-Executive Directors | ||||
| NEPA | National Environmental Policy Act | ||||
| NPV | Net Present Value | ||||
NPV8 | Net Present Value at an 8% discount rate | ||||
| Ordinary Shares | Common shares, equity instruments that give shareholders voting rights and potential dividends | ||||
| PCAOB | Public Company Accounting Oversight Board | ||||
| Performance Rights | Equity awards requiring achievement of relevant performance conditions | ||||
| Performance Shares | Contingent stock awards that are vesting based on performance metrics | ||||
| PFIC | Passive foreign investment company | ||||
| QEF | Qualified Electing Fund | ||||
| QP | Qualified Person | ||||
| QEMSCAN | Quantitative Evaluation of Materials by Scanning Electron Microscopy | ||||
| R&D | Research and development | ||||
| RCRA | Resource Conservation and Recovery Act | ||||
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| REE | Rare earth elements | ||||
| REO | Rare earth oxide | ||||
| ROM | Run of mine | ||||
| RSUs | Restricted stock units | ||||
Regulation FD | Regulation Fair Disclosure | ||||
| SAE | Society of Automotive Engineers | ||||
| SBIR | Small Business Innovation Research | ||||
| SDWA | Safe Drinking Water Act | ||||
| SEC | Securities and Exchange Commission | ||||
| Securities Act | U.S. Securities Act of 1933 | ||||
| S-K 1300 | Regulation S-K, Subpart 1300, under the Securities Act of 1933, as amended | ||||
SPCC plans | Spill prevention, control and countermeasure plans | ||||
| STI | Short term incentives | ||||
| TBOC | Texas Business Organizations Code | ||||
| Technologies | IperionX's collection of patents to certain titanium and metal alloy production technologies | ||||
| THM | Total heavy mineral(s) | ||||
THRMTM | IperionX patented technology for Thermo-Hydrogen Refinement of MicrostructureTM | ||||
TiCl4 | Titanium tetrachloride | ||||
TiO2 | Titanium dioxide | ||||
TiH2 | Titanium hydride | ||||
| Ti-6Al-4V | Grade 5 titanium alloy | ||||
| Titan Project | Titan Critical Minerals Project in Tennessee | ||||
| tpa | Metric tons per annum | ||||
| tph | Metric tons per hour | ||||
| TPF | Titanium Production Facility | ||||
| TREO | Total rare earth oxides | ||||
| Treaty | the Convention between the Government of the United States of America and the Government of Australia for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, as amended | ||||
| TZMI | TZ Minerals International Pty Ltd | ||||
| UL | Underwriters Laboratories | ||||
| U.S. | United States of America | ||||
| USACE | U.S. Army Corps of Engineers | ||||
| U.S. GAAP | U.S. generally accepted accounting principles | ||||
| UIC | Underground Injection Control | ||||
| Unlisted Options | Unquoted incentive options | ||||
| VWAP | Volume-weighted average price | ||||
| WA | Weighted average | ||||
| ZrO2 | Zirconium Dioxide | ||||
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INTRODUCTION
IperionX is an American-focused titanium metal and critical materials company building two mutually reinforcing growth platforms: a circular, low-cost titanium metal and advanced manufacturing business in Virginia, and a large-scale domestic critical-minerals platform in Tennessee. Together, they create a pathway from recycled titanium scrap and U.S. mineral feedstocks to high-performance titanium powder, mill products and finished components. The ambition is broader than re-shoring an existing supply chain. By breaking the cost and manufacturing constraints that have held titanium back for more than 80 years, IperionX aims to expand the market for one of the world’s best structural metals.
At the core of the titanium platform are IperionX’s patented HAMR™ refining technology and HSPT™ and Thermo-Hydrogen Refinement of Microstructure™ (THRM™) product technologies. Together, they bypass major parts of the conventional Kroll, melt-remelt and hot-working route, enabling fewer process steps, higher material utilization, lower energy intensity and a structurally lower projected cost base. The Atlas-Titan platform adds a future domestic source of titanium minerals, heavy rare earths and zircon, creating both standalone critical-minerals value and long-term vertical-integration potential.
Fiscal year 2026 marked IperionX’s transition from technology development and commissioning into commercial operations and production ramp-up. The Virginia Titanium Manufacturing Campus is now operating on a 24/7 production schedule, downstream component-manufacturing capacity is expanding and the focus has shifted to throughput, reliability, product qualification and revenue conversion.
A new American titanium platform is now operating
Titanium combines an exceptional strength-to-weight ratio with corrosion resistance and high-temperature performance, making it essential to defense, aerospace and advanced manufacturing.
The U.S. no longer has commercial titanium sponge production and remains dependent on imports for a metal critical to national security and industrial resilience. China and Russia together control approximately 80% of global titanium sponge production capacity, concentrating a strategically important supply chain outside the U.S.
IperionX is building a domestic alternative that can transform U.S. titanium scrap - and, over time, U.S. mineral feedstocks - into high-quality powder and finished titanium products. This integration creates greater control across feedstock, metal production, product manufacturing and recycling, while reducing the number of vulnerable links in the conventional supply chain.
Technology demonstrated; industrial execution now drives progress
HAMR™ powder production has consistently met or exceeded Grade 5 quality parameters, and Virginia operations transitioned to a 24/7 schedule during fiscal year 2026. IperionX is targeting an annualized titanium powder production run rate of approximately 200 tpa by the end of calendar year 2026, subject to completion of ramp-up and operating optimization. The operating priority is to translate demonstrated capability into reliable, repeatable and increasingly efficient production.
Capturing more value: from powder to finished products
The commissioned SACMI powder metallurgy press triples existing powder metallurgy capacity and materially expands component complexity and repeatability. Additional HSPT™ furnace capacity is being installed to increase downstream throughput and support customer qualification, low-rate initial production and higher-volume manufacturing. This downstream capacity is central to IperionX’s strategy of converting low-cost powder into higher-value products and deeper customer relationships.
The aggregate market value of the registrant's voting and non-voting shares held by non-affiliates of the registrant on December 31, 2025, the last business day of the registrant's most recently completed second fiscal quarter was approximately US$1.00 billion (assuming that the registrant's only affiliates are its officers, directors and non-institutional 10% shareholders) based upon the closing market price on that date of A$5.60 per ordinary share as reported on the Australian Securities Exchange, the principal market for the Company’s ordinary shares.
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ABOUT THIS ANNUAL REPORT
Unless otherwise indicated or the context implies otherwise, any reference in this annual report on Form 20-F to:
•“IperionX” refers to IperionX Limited, an Australian corporation;
•“the Company,” “the Group”, “we,” “us,” or “our” refer to IperionX and its consolidated subsidiaries, through which it conducts its business, unless otherwise indicated;
•“shares” or “ordinary shares” refers to ordinary shares of IperionX;
•“ADS” refers to the American Depositary Shares; and
•“ASX” refers to the Australian Securities Exchange.
Unless otherwise indicated, all references to “A$” are to Australian dollars, and all references to “US$” and “$” are to U.S. dollars. Our financial statements are presented in U.S. dollars which is the Company’s presentation currency. This annual report on Form 20-F contains references to U.S. dollars where the underlying transaction or event was denominated in U.S. dollars. This annual report on Form 20-F contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”
CAUTIONARY NOTE TO UNITED STATES INVESTORS
We are subject to the reporting requirements of the applicable U.S. and Australian securities laws, and as a result we will report any mineral reserves and mineral resources as required by both of these standards. As an Australian listed public company, we are required to report in Australia any estimates of mineral resources and mineral reserves in terms of “Measured, Indicated and Inferred” Mineral Resources and “Proved and Probable” Ore Reserves in compliance with the JORC 2012, Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. The JORC Code was prepared by the Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia. These defined terms contained within the JORC Code differ in some respects from the definitions under the U.S. Securities Act of 1933, as amended, including in Regulation S-K 1300.
Information about mineral reserves and resources, if any, contained in our filings with the SEC also will be presented in compliance with S-K 1300. While guidelines for reporting mineral resources, including subcategories of measured, indicated and inferred resources, are largely similar between JORC Code and S-K 1300 standards, information contained in our future SEC filings that describes mineral deposits may not be directly comparable to similar information made public by other U.S. companies under the SEC’s old reporting standard, Industry Guide 7, or to similar information published by other ASX-listed companies. Investors are cautioned that any public disclosure we make in Australia as to mineral reserves or resources in accordance with ASX Listing Rules will not form a part of our SEC filings except to the extent stated therein.
INDUSTRY AND MARKET DATA
This annual report includes information with respect to market and industry conditions and market share from third-party sources or that is based upon estimates using such sources when available. We believe that such information and estimates are reasonable and reliable. We also believe the information extracted from publications of third-party sources has been accurately reproduced. However, we have not independently verified any of the data from third-party sources. Similarly, our internal research is based upon the understanding of industry conditions, and such information has not been verified by any independent sources.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information included in this annual report on Form 20-F may be deemed to be “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Such forward-looking statements concern our anticipated results and progress of our operations in future periods, planned exploration and, if warranted, development of our properties, plans related to our business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. All statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate”, “believe”, “expect”, “estimate”, “may”, “will”, “could”, “leading”, “intend”, “contemplate”, “aim”, “shall” and similar expressions are generally intended to identify forward-looking
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statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements. Forward-looking statements in this annual report on Form 20-F include, but are not limited to, statements with respect to: risks related to our limited operating history in the titanium metal manufacturing industry; risks related to our ability to commercialize our titanium technologies; risks related to our ability to produce titanium metal powders and products to customers’ exact specification; risks related to our ability to identify and contract long-term offtake customers for our titanium metal products; risks related to our limited operating history in the minerals extraction industry; risks related to our status as an exploration stage company; risks related to our ability to identify mineralization and achieve commercial minerals extraction; risks related to minerals extraction, exploration and extraction site construction, if warranted, on our properties; risks related to our ability to fully achieve and maintain profitability and to develop positive cash flow from any minerals extraction activities; risks related to investment risk and operational costs associated with our exploration activities; risks related to our ability to access capital and the financial markets; risks related to compliance with government regulations; risks related to our ability to acquire necessary minerals extraction licenses, permits or access rights; risks related to environmental liabilities and reclamation costs; risks related to volatility in minerals and metals prices or demand for minerals and metals; risks related to stock price and trading volume volatility; risks relating to the development of an active trading market for the ADSs; risks related to ADS holders not having certain shareholder rights; risks related to ADS holders not receiving certain distributions; risks related to our status as a foreign private issuer; and risks related to the other matters described in the section titled “Risk Factors.”
All forward-looking statements reflect our beliefs and assumptions based on information available at the time the assumption was made. These forward-looking statements are not based on historical facts but rather on management’s expectations regarding future activities, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, known and unknown, that contribute to the possibility that the predictions, forecasts, projections or other forward-looking statements will not occur. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the securities laws of the U.S. and Australia, we disclaim any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all the forward-looking statements contained in this annual report on Form 20-F by the foregoing cautionary statements.
PRESENTATION OF FINANCIAL INFORMATION
Our fiscal year ends on June 30. We designate our fiscal year by the year in which that fiscal year ends; for example, fiscal 2026 refers to our fiscal year ended June 30, 2026.
Unless otherwise indicated, the consolidated financial statements and related notes included in this annual report are presented in U.S. dollars and have been prepared in accordance with IFRS as issued by the IASB which differ in certain significant respects from generally accepted accounting principles in the U.S., or U.S. GAAP. As a result, our financial statements may not be comparable to the financial statements of U.S. companies. Because the U.S. SEC has adopted rules to accept financial statements prepared in accordance with IFRS as issued by the IASB without reconciliation to U.S. GAAP from foreign private issuers such as us, we will not be providing a description of the principal differences between U.S. GAAP and IFRS.
Our financial statements are presented in U.S. dollars, which is the Company’s presentation currency. This annual report contains translations of some Australian dollar amounts into U.S. dollars. Except as otherwise stated in this annual report, all translations from Australian dollars to U.S. dollars are based on the rates published by the Reserve Bank of Australia. No representation is made that the Australian dollar amounts referred to in this annual report could have been or could be converted into U.S. dollars at such rate.
QUALIFIED PERSON
Unless otherwise indicated, the disclosure of exploration results, mineral resources and mineral reserves included in this annual report is based on, and accurately reflects, information and supporting documentation prepared, reviewed and
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approved by the following Qualified Persons, each of whom is a qualified person as defined in S-K 1300 and none of whom is affiliated with the Company:
Marshall Miller & Associates, Inc., with respect to Mineral Resource and Mineral Reserve estimates, mine planning, and mining cost estimation, and acting as study integrator for the Titan Definitive Feasibility Study;
Karst Geo Solutions, LLC, with respect to Exploration Results;
Etienne Raffaillac at Mineral Technologies Pty Ltd, with respect to mineral processing and metallurgical testing; and
Primero Group Americas Inc., with respect to non-process infrastructure, related cost estimates, and financial model integration.
Each qualified person has consented to the inclusion of the matters based on their information in the form and context in which it appears in this annual report.
COMPETENT PERSONS STATEMENT
As required by Australian securities laws and the ASX Listing Rules, we hereby notify Australian investors that the information in this annual report that relates to Exploration Results and Mineral Resources was extracted from our ASX announcement dated June 4, 2026 which is available to view on the Company’s website at www.iperionx.com. We confirm to Australian investors that (a) we are not aware of any new information or data that materially affect the information included in the original ASX announcement; (b) all material assumptions and technical parameters underpinning the Mineral Resource estimate included in the original ASX announcement continue to apply and have not materially changed; and (c) the form and context in which the relevant Competent Persons’ findings are presented in this annual report have not been materially changed from the original ASX announcement. “Competent Person” under the Australian rules is a minerals industry professional who is a Member or Fellow of The Australasian Institute of Mining and Metallurgy, or of the Australian Institute of Geoscientists, or of a “Recognized Professional Organization”, as included in a list available on the JORC and ASX websites.
PART I.
ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3 KEY INFORMATION
A.[Reserved]
B.Capitalization and Indebtedness
Not applicable.
C.Reasons for the Offer and Use of Proceeds
Not applicable.
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D.Risk Factors
You should carefully consider the risks described below, together with all of the other information in this annual report on Form 20-F. The risks described below are not the only risks we face. Additional risks and uncertainties that we do not presently know or that we currently deem immaterial may also impair our business. If any of these risks occurs, our business, financial condition, results of operations and prospects could be materially adversely affected, and the market price of our ADSs could decline. You could lose all or part of your investment.
Index of Risk Factors
The following is a summary of the principal risks described in this section. This summary does not contain all of the information that may be important to you and should be read together with the more detailed risk factors that follow.
Risks Related to Our Business
•We have a history of financial losses, expect to incur continuing losses as we increase and expand commercial production, and may not achieve or sustain profitability.
•Our continued growth depends on our ability to scale commercial titanium metal production and commercialize our closed-loop titanium production processes.
•Our ability to generate significant revenue depends on successful customer qualification and approval processes, which may be lengthy, costly and uncertain.
•Certain production plans may depend on a limited number of suppliers for certain specialized equipment, replacement parts, raw materials and services.
•Unanticipated costs or delays associated with the commercialization of our titanium metal technologies may materially and adversely affect our financial condition or results of operations.
•If our titanium metal products fail to perform as expected in our customers’ desired applications, our ability to develop, market and sell our products could be adversely affected.
•If we fail to accurately predict our manufacturing requirements and timelines, we could incur additional costs or experience delays.
•We may be adversely affected by fluctuations in demand for, and prices of, titanium metal and products.
•The success of our business will depend on the growth of existing and emerging uses for titanium.
•If we are unable to protect our rights to the Technologies, our business and competitive position could be adversely affected.
•Changes in international trade policies, tariffs, sanctions, export controls and domestic sourcing requirements may adversely affect our business.
•Changes in the U.S. political environment and federal policies, including changes in research grant funding policy or the potential critical materials designation of titanium metal may adversely affect our financial condition and results of operations.
•Certain assets used in the Titanium Production Facility and Advanced Manufacturing Center are acquired with federal government funds. The U.S. government holds the title with respect to such assets.
•Our mineral resource and reserve estimates are uncertain and may prove inaccurate.
•The Titan Project may not achieve the operating, capital cost, production or economic assumptions in the DFS.
•We face operational risks related to minerals extraction, exploration and site construction.
•Climate change may adversely affect our business operations.
•Cybersecurity incidents affecting our information technology or operational technology systems could disrupt operations.
•Our use of artificial intelligence and data-driven technologies may expose us to operational, cybersecurity, legal and reputational risks.
•We depend on key management employees.
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•Our success depends in part on relationships with local communities and other stakeholders.
•Our business could be adversely affected if our reputation is harmed.
•We may not realize the anticipated benefits of the Atlas acquisition and may face integration, permitting, environmental, reclamation and legacy-liability risks.
•Our mineral properties may be subject to defects in title.
•Our directors and officers may have conflicts of interest.
•Lawsuits or adverse rulings could adversely affect our business, liquidity or securities price.
Risks Related to Regulatory and Industry Matters
•We have incurred increased costs and become subject to additional regulations and requirements as a result of being a large accelerated filer, which could have a material adverse effect on our business, financial condition, and results of operations, and make it more difficult to run our business or divert management’s attention from our business.
•We will be subject to significant governmental regulations, including the U.S. Federal Mine Safety and Health Act.
•The acquired Camden properties and plant may involve permitting, environmental, reclamation and legacy-liability risks.
•We will be required to obtain and renew governmental permits in order to achieve our business plans, a process that is often costly and time-consuming.
•Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.
•Mineral and metal prices are subject to unpredictable fluctuations.
•We are subject to risks associated with currency fluctuations, and changes in foreign currency exchange rates could impact our results of operations.
•We have had material weaknesses in internal control over financial reporting in the past and may identify additional material weaknesses in the future.
Risks Related to Our ADSs
•An active trading market for the ADSs may not develop or be sustained, and the ADS trading price may be volatile.
•ADS holders are not shareholders and have rights that differ from holders of ordinary shares.
•Distributions on ADSs may be delayed, reduced or impractical in certain circumstances.
•Holders of ADSs may have difficulty effecting service of process in the U.S. or enforcing U.S. judgments.
•ADS holders may not be entitled to a jury trial for claims arising under the deposit agreement.
•The dual listing of our ordinary shares and ADSs may adversely affect liquidity and value.
•Currency fluctuations may affect the ADS price relative to the price of our ordinary shares.
•As a foreign private issuer, we may follow certain home-country corporate governance practices rather than Nasdaq requirements applicable to domestic issuers.
•As a foreign private issuer, we may file less information with the SEC than a domestic issuer.
•Operating as a company whose ADSs are publicly traded in the U.S. increases our costs and compliance burden.
•We do not anticipate paying dividends in the foreseeable future.
•Lack of analyst coverage or adverse analyst reports could adversely affect the market price and trading volume of our securities.
•Transfers of ADSs may be subject to limitations.
•The deposit agreement may be amended or terminated without prior ADS-holder consent.
•ADS holders have limited recourse if we or the depositary fail to meet obligations under the deposit agreement.
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•Our Constitution and Australian laws may affect our ability to take actions that could benefit shareholders.
•Failure to maintain effective internal controls could impair our financial reporting and compliance.
•We may be, or may become, a passive foreign investment company, which could result in adverse U.S. federal income tax consequences for U.S. investors.
Risks Related to Proposed Redomiciliation
•The proposed redomiciliation may not be completed on the anticipated timeline, or at all.
•The proposed redomiciliation may result in adverse tax consequences for the Company or shareholders.
•Following the redomiciliation, we will no longer qualify as a foreign private issuer and will be subject to U.S. domestic issuer reporting, governance and compliance requirements.
•If the redomiciliation is completed, shareholder rights will change and may be less favorable in certain respects than current shareholder rights.
•Even if the redomiciliation is not completed, we may lose foreign private issuer status and become subject to U.S. domestic issuer reporting obligations.
Risks Related to Our Business
We have a history of financial losses, expect to incur continuing losses as we increase and expand commercial production, and may not achieve or sustain profitability.
We incurred net losses of $66.8 million and $35.3 million for fiscal 2026 and fiscal 2025, respectively. We incurred net cash outflows from operating and investing activities of $63.5 million and $46.1 million for fiscal 2026 and fiscal 2025, respectively. We expect to continue to incur net losses and negative cash flows as we increase commercial-scale titanium metal production. At June 30, 2026, we had cash and cash equivalents of $35.2 million and net assets of $88.3 million. We may not achieve profitability on the timeline we currently anticipate, if at all, and any profitability that we do achieve may not be sustained.
Our business strategy requires substantial additional capital. We expect to require financing to expand our titanium metal production capacity and, if a decision is made to proceed, to develop the Titan Project. Although we completed a definitive feasibility study for the Titan Project during fiscal 2026 and announced proven and probable reserves, we remain in the exploration phase because we have not secured the financing required for mine development and have not made a decision to proceed. Completion of the definitive feasibility study and the declaration of proven and probable reserves do not require, imply or ensure that the Titan Project will be developed or placed into commercial production. We continue to rely on capital markets as a significant source of financing for our capital and operating requirements and will require substantial additional capital for future expansion and any development of the Titan Project. Our ability to obtain financing will depend in part on prevailing capital-market conditions, including inflation, interest rates, banking-sector stress and adverse economic conditions, our business performance, project economics, commodity prices, regulatory developments, volatility in our securities, governmental support and other factors beyond our control. Financing may not be available when required, in sufficient amounts or on acceptable terms. If adequate financing is not available, we may be required to delay, reduce the scope of or discontinue future activities or relinquish rights to certain interests.
Although our financial statements for the year ended June 30, 2026 were prepared on a going-concern basis, failure to obtain additional funding on a timely basis could materially and adversely affect our expansion plans, results of operations, cash flows, and financial condition or prospects.
Our continued growth depends on our ability to complete the scale-up of our commercial titanium metal production capacity and failure to commercially scale our closed-loop titanium production processes could materially adversely affect our growth projections.
Sustained growth depends on our ability to complete the scale-up of our titanium metal production capacity. Events that could impede production include: an adverse event at a production facility; delays in procuring necessary processing equipment; and difficulties hiring and training qualified employees. If we do not reach and maintain expected production rates, including anticipated throughput, recoveries, uptimes, yields, or any combination thereof, within expected time frames or at all, we may be unable to build a sustainable or profitable metals technology business as currently expected or at all.
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In August 2024, we announced that we had successfully commissioned our HAMRTM furnace, marking the first titanium de-oxygenation product run at our Virginia facility. Despite this milestone, we may experience difficulty scaling our production processes at new or existing facilities to a level sufficient to generate meaningful revenue. Contributing factors may include difficulties hiring and training personnel, implementing or requalifying production processes, achieving repeatable processes and required yields, managing impurities or equipment and facility defects, completing construction and infrastructure work, and upgrading or expanding facilities or process technologies. Delays in scaling production could delay product deliveries, result in lost customers or sales, increase indemnification or production costs, prevent timely recovery of our investments and otherwise adversely affect our business and results of operations.
Our ability to generate significant revenue depends on successful customer qualification and approval processes, which may be lengthy, costly and uncertain.
Our titanium powders, near-net-shape components, forged products and other titanium products are intended for use in performance-sensitive applications, including aerospace, defense, consumer electronics, medical, automotive and industrial applications. Customers in these markets may require extensive qualification, testing, validation, certification and quality assurance procedures before approving our products, production processes or facilities for production volumes.
These processes may include sample production runs, product and process testing, customer audits, first article inspections, satisfaction of traceability requirements and extended evaluation periods. Qualification requirements may differ among customers and applications and may change over time. Qualification of a product or process by one customer does not assure qualification by another customer or for another application, and qualification does not assure that a customer will place orders or purchase anticipated volumes.
Delays in qualification, failure to satisfy customer specifications, changes in customer requirements or product redesigns could delay revenue, increase our costs, limit customer adoption, require additional capital investment or cause customers to obtain products from competitors. Any of these events could materially adversely affect our business, financial condition, results of operations and prospects.
Certain production plans may depend on a limited number of suppliers for certain specialized equipment, replacement parts, raw materials and services.
Our manufacturing and expansion activities require specialized furnaces, manufacturing equipment, automation and control systems, replacement parts, consumables, titanium feedstocks, alloying inputs and engineering and construction services. Certain items or services may be available from only one supplier or a limited number of qualified suppliers and may be subject to long lead times.
Supply disruptions, quality deficiencies, component shortages, transportation interruptions, vendor financial distress, labor disruptions, natural disasters, geopolitical developments, tariffs, sanctions, export controls or other trade restrictions could delay production or expansion and increase our costs. Alternative suppliers or substitute materials may not be available on acceptable terms, within required time frames, or at all, and changes in suppliers or inputs may require additional testing or customer requalification.
Any significant disruption in our supply chain could adversely affect production schedules, customer deliveries, margins, expansion plans and financial results.
Unanticipated costs or delays associated with the commercialization of our titanium metal technologies may materially and adversely affect our financial condition or results of operations.
The full commercialization and scale-up of the Technologies will require substantial resources and capital expenditures. The amount and timing of expenditures will depend on our ability to procure or repair equipment, obtain and maintain permits, implement consultants’ recommendations, negotiate and perform equipment, construction, labor, sales, offtake and strategic-partner arrangements, manage planned and unplanned shutdowns, address contractor disputes and respond to inflation, supply-chain disruption, public-health events, geopolitical conflict and other factors beyond our control. Many of these activities require significant lead times and must be advanced concurrently. Unanticipated costs or delays could materially and adversely affect our financial condition or results of operations and require additional capital.
If our titanium metal products fail to perform as expected in our customers’ desired applications, our ability to develop, market and sell our products could be adversely affected.
Our products and manufacturing processes may contain defects in design and manufacture that may cause them to not perform as expected in customer applications, or may fail to satisfy applicable specifications, standards or qualification
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requirements. Because our commercial operating history is limited, we have a limited basis from which to evaluate long-term product and process performance at increased production volumes. In addition, we may not identify defects or nonconformities before delivery. Product or process failures could result in rework, scrap, replacement, reclass, warranty or indemnification claims, delayed or terminated orders, loss of customer approvals, additional testing and qualification costs, litigation, regulatory action or reputational harm. Any of these consequences could adversely affect our business, prospects and results of operations.
We may be unable to adequately control the costs associated with continued expansion of our titanium metal production capacity.
We require significant capital to develop and grow our business, and expect to incur significant expenses for research and development, raw materials, labor, equipment, utilities, maintenance, leases, quality systems, sales and distribution. Our ability to become profitable will depend on successfully marketing and selling our titanium metal products while achieving targeted production rates, yields and unit costs. If we are unable to design, manufacture, market, sell and distribute our products cost-effectively, our margins, profitability and prospects could be materially and adversely affected.
Titanium mineral extraction and processing and the production of titanium products involves complex safety and operational risks.
The extraction and processing of titanium minerals and the production of titanium metal products involve serious safety and operational risks. Operational problems or errors with the machinery could result in personal injury to or death of workers, the loss of production equipment, damage to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production. In addition, operational problems may result in environmental damage, administrative fines, increased insurance costs and potential legal liabilities. All of these safety and operational problems could materially and adversely affect our business, results of operations, cash flows, financial condition or prospects.
If we fail to accurately predict our manufacturing requirements and timelines, we could incur additional costs or experience delays.
We have limited operating history at commercial scale and limited historical information with which to forecast demand, production requirements, product mix, inventory levels and delivery timing. If demand is below forecast, we may incur excess capacity, unrecovered fixed costs or excess and obsolete inventory. If demand exceeds forecast or product mix differs from our assumptions, we may be unable to obtain inputs, add capacity or meet customer delivery schedules.
We may be adversely affected by fluctuations in demand for, and prices of, titanium metal and products.
We expect to generate revenue from the sale of titanium products. As a result, our profitability could be adversely affected by changes in demand for, and the market price of, titanium products.
The success of our business will depend on the growth of existing and emerging uses for titanium.
Our business strategy principally relies on commercializing the Technologies to produce titanium products for markets including consumer electronics, aerospace, space, defense, medical, additive manufacturing and automotive. Our long-term success depends on the continued growth of these markets and successfully commercializing titanium metal products in such markets. Our estimates of market opportunity and market growth, whether derived from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. If these markets do not grow as we expect or if the demand for our intended products decreases, then our business, prospects, financial condition and operating results could be adversely affected.
If we are unable to protect our rights to the Technologies, our business and competitive position could be adversely affected.
We rely on licenses, patents, trademarks, trade secrets, confidentiality obligations and other contractual protections to establish, maintain and enforce our rights in the Technologies and other intellectual property. These measures may not prevent third parties from copying, misappropriating or independently developing similar technologies. Monitoring and enforcing our rights may be difficult and costly, particularly outside the U.S., and may divert management’s attention. Failure to adequately protect these rights could harm our competitive position, business, results of operations and financial condition.
In addition, companies holding patents or other intellectual property rights relating to titanium technologies may bring suits alleging infringement of such rights by us or otherwise asserting rights in or licenses to the Technologies. If we are
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determined to have infringed upon a third party’s intellectual property rights, we may be required to cease using the challenged intellectual property, to pay substantial damages or to obtain a license from the holder of the infringed rights. In the event of a successful claim of infringement against us, our business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs and diversion of resources and management’s attention.
Patent, trademark and trade secret laws vary significantly throughout the world. A number of foreign countries do not protect intellectual property rights to the same extent as do the laws of the U.S. Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the U.S. and efforts to protect against the unauthorized use of our intellectual property rights, Technology and other proprietary rights may be more expensive and difficult outside of the U.S. Failure to adequately protect our intellectual property rights could result in our competitors using our intellectual property to offer products, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue which would adversely affect our business, prospects, financial condition and operating results.
Changes in international trade policies, tariffs, sanctions, export controls and domestic sourcing requirements may adversely affect our business.
Our operations, supply chain, customers and competitive position may be affected by changes in tariffs, import or export restrictions, sanctions, export controls, government procurement rules, domestic content requirements and other trade or industrial policies. These measures may affect the cost or availability of equipment, parts, feedstocks and other inputs, restrict access to customers or markets, alter competitive conditions or require changes to our sourcing and contracting arrangements. Trade measures may be adopted, withdrawn or modified with limited notice and may prompt retaliatory actions. Any of these developments could increase costs, delay expansion or production, reduce demand for our products or otherwise adversely affect our business and results of operations.
Changes in the U.S. political environment and federal policies, including changes in research grant funding policy or the potential critical materials designation of titanium metal may adversely affect our financial condition and results of operations.
Our business, growth strategy and commercialization activities may be affected by changes in the political, regulatory and funding environment in the U.S. We currently participate in, and may seek to benefit from, government programs, grants, contracts and other forms of public-sector support that are designed to strengthen domestic critical mineral and advanced manufacturing supply chains. Such programs are subject to evolving government priorities, legislative and budgetary processes, appropriations, administrative discretion, compliance requirements and performance milestones.
Changes in government policy, including modifications to research and development funding programs, procurement preferences, domestic manufacturing initiatives, critical materials designations, trade policies or industrial strategy objectives, could reduce the availability of funding, delay project implementation, alter eligibility requirements or otherwise diminish the benefits available to us. In addition, government awards and funding arrangements are often subject to audit, repayment, suspension, termination or other conditions that may be outside our control.
Any material reduction, delay, restructuring or cancellation of government support programs, or changes in the treatment of titanium metal or related products under federal policy frameworks, could adversely affect our business, growth prospects, financial condition and results of operations.
Certain assets used in the Titanium Production Facility and Advanced Manufacturing Center are acquired with federal government funds. The U.S. government holds the title with respect to such assets.
Our operations, particularly the Titanium Production Facility (TPF), and Advanced Manufacturing Center (AMC) rely on federal funds for the acquisition of certain assets, including equipment and real property. See “Item 5. Operating and Financial Review and Prospects – Liquidity and Capital Resources – Funding Requirements and Capital Expenditures.” Under the terms of this funding arrangement, title to all equipment and real property acquired with federal funds vests with the U.S. government. The U.S. government can elect to, but is not obliged to, transfer such title to all or a portion of the equipment or real property to the Company at the end of the agreement, if the Company’s performance is satisfactory and subject to other conditions. This arrangement presents several risks to our business:
•Loss of Use of Certain Assets: Because the title to these assets is held by the U.S. government, we do not have full control over them. Any changes in government policy or a decision by the U.S. government not to transfer title of some or all of these assets to the Company at the end of the agreement could adversely affect our operations. If the U.S. government were to exercise its rights to reclaim these assets, we might be unable to continue operating the TPF or AMC effectively.
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•Operational Disruptions: Some of the assets acquired with federal funds are integral to the operation of the TPF and AMC. If we are required to relinquish these assets to the U.S. government, it could jeopardize our ability to operate the facility. This could lead to operational disruptions, increased costs, and potential loss of revenue.
•Dependency on Federal Funding: Our reliance on federal funds for acquiring certain assets makes us dependent on continued government support. Any reduction in federal funding or changes in the terms of funding could impact our ability to acquire or operate certain assets in the future, thereby affecting our operational capabilities and financial performance. In addition, the DPA Title III and IBAS awards are reimbursable programs under which IperionX generally incurs eligible expenditure and subsequently seeks reimbursement following claim review and approval. This creates timing differences between program expenditures and associated cash receipts.
•Regulatory and Compliance Risks: The use of federal funds subjects us to additional regulatory and compliance requirements. Any failure to comply with these requirements could result in penalties, loss of funding, or other adverse consequences that could negatively impact our business operations.
Our mineral resources and reserve estimates are based on assumptions and interpretations that may prove to be inaccurate.
Although proven and probable reserves have been estimated on the DFS for the Titan Project, reserve estimates are inherently uncertain and depend on geological interpretation, drilling and sampling, metallurgical performance, commodity-price assumptions, operating and capital costs, recovery factors, modifying factors, permitting, environmental requirements and other judgments. There can be no assurance that the reserves disclosed in the DFS will ultimately be economically extracted.
Actual production results may differ materially from reserve estimates. Reserve estimates may require revision based on additional drilling, changes in economic conditions, changes in commodity prices, actual mining experience, metallurgical performance, permitting requirements, inflationary pressures, operating costs or other factors.
Any material reduction in reserve estimates, project economics or mine life could adversely affect the value of the Titan Project and our future financial condition and operating results.
The Titan Project may not achieve the operating, capital cost, production or economic assumptions contained in the Definitive Feasibility Study.
The Titan Project DFS includes estimates and assumptions relating to capital expenditures, operating costs, mining rates, processing recoveries, production rates, commodity prices, infrastructure development, permitting, labor availability, power costs, construction schedules. These assumptions are subject to significant uncertainty and may prove to be inaccurate. These assumptions were considered reasonable when the study was prepared; however, actual conditions may differ materially as market, financing, operating, regulatory and economic conditions evolve.
Actual project development costs may exceed estimates, construction schedules may be delayed and recovery rates, grades, operating costs and production levels may differ from expectations. Inflation, supply constraints, design changes, market conditions and regulatory requirements may adversely affect project economics.
If the assumptions used in the DFS prove to be incorrect or are not realized, the economic returns, project value and expected cash flows from the Titan Project could be materially lower than anticipated, and we may decide not to proceed with, or may suspend or discontinue development of the Titan Project.
We face operational risks related to minerals extraction, exploration and site construction.
We are subject to the operational risks normally encountered in the minerals extraction industry, such as: the discovery of unusual or unexpected geological formations; accidental fires, floods, earthquakes or other natural disasters; unplanned power outages and water shortages; controlling water and other similar extraction hazards; operating labor disruptions and labor disputes; the ability to obtain suitable or adequate machinery, equipment, or labor; our liability for pollution or other hazards; and other known and unknown risks involved in the conduct of exploration and operation of minerals extraction sites. The nature of these risks is such that liabilities could exceed any applicable insurance policy limits or could be excluded from coverage. There are also risks against which we cannot insure or against which we may elect not to insure. The potential costs which could be associated with any liabilities not covered by insurance, or in excess of insurance coverage, or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting our results of operations and financial viability.
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Climate change may adversely affect our business operations.
We are subject to risks associated with climate change which could harm our results of operations and increase our costs and expenses. The occurrence of severe adverse weather conditions, including increased temperatures, hail, droughts, fires or floods, may have a potentially devastating impact on our operations. Adverse weather may result in physical damage to our operations, instability of our infrastructure and equipment, washed-out roads to our projects, and alter the supply of water and electricity to our mining sites. Increased temperatures may also decrease worker productivity at our projects and raise cooling costs. Should the impacts of climate change be material in nature or occur for lengthy periods of time, our financial condition or results of operations would be adversely affected.
Cybersecurity incidents affecting our information technology and operational technology systems could disrupt manufacturing operations and result in significant losses.
Our business depends on information technology systems and, increasingly, interconnected manufacturing equipment, industrial control systems, automation platforms, production planning systems and other operational technology systems. These systems may be vulnerable to cyberattacks, ransomware, malware, social engineering, insider threats, software or hardware vulnerabilities, supply chain compromises, unauthorized access, human error, equipment failure and other disruptions.
A cybersecurity incident could interrupt production, impair safety systems, alter process parameters, compromise product quality or traceability, delay customer deliveries, result in the loss of intellectual property or confidential information, or require us to suspend operations. Incidents affecting our suppliers, contractors, customers or service providers could have similar effects. We may not detect an incident promptly or accurately assess its scope and consequences.
Prevention, detection, response, remediation, business interruption, litigation, regulatory investigation and reputational costs could be significant. Our insurance may not cover all losses. Any material cybersecurity incident could adversely affect our business, financial condition, results of operations and reputation.
Our use of artificial intelligence and other data-driven technologies may expose us to operational, cybersecurity, legal and reputational risks.
We may use artificial intelligence, machine learning and advanced analytical tools in engineering, product development, manufacturing, quality control, production planning, procurement, forecasting, cybersecurity, finance and other business functions. Outputs from these tools may be inaccurate, incomplete, biased or unreliable and may lead to flawed decisions, operational disruption, product or quality issues, noncompliance or reputational harm.
The use of these technologies may also create or increase risks involving confidential information, intellectual property ownership and infringement, data privacy, record retention, cybersecurity, internal controls and third-party service providers. Threat actors may use artificial intelligence to enhance phishing, fraud, impersonation, malware and other attacks against us or our business partners. Laws, rules and standards governing artificial intelligence continue to evolve and may increase compliance costs or restrict uses of these technologies.
If we fail to implement appropriate governance, validation, access controls, monitoring and human oversight, or if these technologies do not perform as intended, our business, financial condition, results of operations and reputation could be adversely affected.
We depend on key management employees.
The responsibility of overseeing the day-to-day operations and strategic management of our business depends substantially on our senior management and key personnel. Loss of such personnel may have an adverse effect on our performance. The success of our operations will depend upon numerous factors, many of which are beyond our control, including our ability to attract and retain key employees and hire qualified management, technical, engineering and sales personnel. We currently depend upon a relatively small number of key persons to seek out and form strategic alliances and find and retain additional employees. We may not be successful in attracting and retaining the personnel required to grow and operate our business profitably.
Our success will depend in part on developing and maintaining relationships with local communities and other stakeholders.
Our success may depend in part on developing and maintaining productive relationships with the communities surrounding our operations and other stakeholders in our operating locations. Notwithstanding our ongoing efforts, local communities
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and stakeholders can become dissatisfied with our activities, which may result in legal or administrative proceedings or campaigns against us, which could materially adversely affect our financial condition, results of operations and cash flows.
Our business could be adversely affected if our reputation is harmed.
Our reputation is important to the success of our business. If our reputation is damaged as a result of our actions or by events outside of our control, our business and results of operations could be adversely affected. If we fail to address, or appear to fail to address, successfully and promptly, the underlying causes of any reputational harm, we may be unsuccessful in repairing any damage to our reputation and our future business prospects would likely be adversely affected.
We may not realize the anticipated benefits of the Atlas acquisition and may face integration, permitting, environmental, reclamation and legacy-liability risks.
On July 1, 2026, we completed the acquisition of additional mineral properties, leases, a plant and related infrastructure from Covia Solutions, LLC (the Atlas Project). The anticipated benefits of the transaction are subject to significant risks and uncertainties. We may encounter difficulties integrating the acquired assets, realizing anticipated operational efficiencies, achieving expected economic returns or using the acquired assets as currently planned. The acquisition may also divert management attention, increase the complexity of our business and expose us to liabilities associated with the acquired assets. If we cannot successfully integrate and use the assets or realize the anticipated benefits, our business, financial condition, results of operations, and cash flows could be adversely affected.
The acquired assets may require greater-than-expected capital expenditures, maintenance, permitting, environmental compliance, staffing, infrastructure improvements or operating costs. Geological, metallurgical, technical, environmental, title, operational, permitting or regulatory matters may differ from our expectations. Historical operations may also expose us to known or unknown environmental, reclamation, contractual, tax or other liabilities.
Our mineral properties may be subject to defects in title.
The ownership and validity or title of unpatented minerals extraction claims and concessions are often uncertain and may be contested. We also may not have, or may not be able to obtain, all necessary surface rights to develop a property. Although we have taken reasonable measures to ensure proper title to our properties, there is no guarantee that title to any of our properties will not be challenged or impugned. Title insurance is generally not available for mineral properties and our ability to ensure that we have obtained a secure claim to individual mineral properties or extraction concessions may be severely constrained. Our mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. We may incur significant costs related to defending the title to our properties. A successful claim contesting our title to a property may cause us to compensate other persons or perhaps reduce our interest in the affected property or lose our rights to explore and, if warranted, develop that property. This could result in us not being compensated for our prior expenditures relating to the property.
Our directors and officers may be in a position of conflict of interest.
Some of our directors and officers currently also serve as directors and officers of other companies involved in similar industries and any of our directors may in the future serve in such positions. There exists the possibility that they may in the future be in a position of conflict of interest. Any decision made by such persons involving us will be made in accordance with their duties and obligations to deal fairly and in good faith with us and such other companies. In addition, any such directors will declare, and refrain from voting on, any matter in which such directors may have a material interest.
Lawsuits may be filed against us and an adverse ruling in any such lawsuit may adversely affect our business, financial condition or liquidity or the market price of the ADSs.
The products we intend to supply may be used in potentially hazardous or critical applications that could result in death, personal injury, property damage, loss of production, punitive damages and consequential damages. Actual or claimed defects in the products we supply could result in our being named as a defendant in lawsuits asserting potentially large claims. The outcome of outstanding, pending or future proceedings cannot be predicted with certainty and may be determined adversely to us and as a result, could have a material adverse effect on our assets, liabilities, business, financial condition or results of operations. Even if we prevail in any such legal proceeding, the proceedings could be costly and time-consuming and may divert the attention of management and key personnel from our business operations, which could adversely affect our financial condition.
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Risks Related to Regulatory and Industry Matters
We have incurred increased costs and become subject to additional regulations and requirements as a result of being a large accelerated filer, which could have a material adverse effect on our business, financial condition, and results of operations, and make it more difficult to run our business or divert management’s attention from our business.
As a public company, we are required to commit significant resources and management time and attention to the requirements of being a public company, which have caused us to incur significant accounting and other expenses, associated with the Sarbanes-Oxley Act and related rules implemented by the SEC and Nasdaq, and compliance with these requirements place significant demands on our legal, accounting and finance staff and on our accounting, financial and information systems.
We intend to hire additional accounting and finance personnel with expertise in compliance with the Sarbanes-Oxley Act. We may be unable to locate and hire qualified professionals with requisite technical and public company experience when and as needed. In addition, new employees will require time and training to learn our business and operating processes and procedures. If we are unable to recruit and retain additional finance personnel or if our finance and accounting team is unable for any reason to respond adequately to the increased demands that will result from being a public company, the quality and timeliness of our financial reporting may suffer, which could result in the identification of material weaknesses in our internal controls. Any consequences resulting from inaccuracies or delays in our reported financial statements could cause our stock price to decline and could harm our business, financial condition, and results of operations.
We will be subject to significant governmental regulations, including the U.S. Federal Mine Safety and Health Act.
Minerals extraction activities in the U.S. are subject to extensive federal, state, local and foreign laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation, taxes, labor standards and occupational health and safety laws and regulations, including mine safety, toxic substances and other matters. The costs associated with compliance with such laws and regulations are substantial. In addition, changes in such laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could result in unanticipated capital expenditures, expenses or restrictions on or suspensions of our operations and delays in the development of our properties.
The acquired Camden properties and plant may involve permitting, environmental, reclamation and legacy-liability risks that were not identified before the acquisition.
Our ownership and use of the acquired properties may require new, transferred, modified or renewed permits and may subject us to environmental, reclamation and operational obligations. Conditions resulting from historical activities, including activities conducted before our ownership, may require investigation, remediation or other expenditures. Contractual protections or rights of recovery from sellers or other parties may be unavailable, insufficient or difficult to enforce. These matters could delay planned activities, increase costs, restrict use of the acquired assets or result in liabilities.
We will be required to obtain and renew governmental permits in order to achieve our business plans, a process that is often costly and time-consuming.
Obtaining and renewing governmental permits is a complex and time-consuming process. The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority. We may not be able to obtain or renew permits that are necessary to our planned operations or we may find that the cost and time required to obtain or renew such permits exceeds our expectations, which in turn could materially adversely affect our business plans or our prospective or actual revenues and profitability. In addition, private parties, such as environmental activists, frequently attempt to intervene in the permitting process and to persuade regulators to deny necessary permits or seek to overturn permits that have been issued. These third-party actions can materially increase the costs and cause delays in the permitting process and could cause us to not proceed with the development or operation of a property.
Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.
Environmental regulations mandate, among other things, the maintenance of air and water quality standards, land development and land reclamation, and set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. In connection with our current business activities, we may incur environmental costs that could have a material adverse effect on financial condition and results of operations. Any failure to remedy an environmental problem
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could require us to suspend operations or enter into interim compliance measures pending completion of the required remedy. Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of prior and current operations, including operations conducted by other extraction companies many years ago at sites located on properties that we currently own or formerly owned. We cannot assure you that any such law, regulation, enforcement or private claim would not have a material adverse effect on our financial condition, results of operations or cash flows. If we violate or fail to comply with applicable environmental laws and regulations, we could be subject to penalties, restrictions on operations or other sanctions. Such liability could materially adversely affect our reputation, business, results of operations and financial condition.
Mineral and metal prices are subject to unpredictable fluctuations.
We expect our future revenues, if any, to be derived from the production and sale of titanium and titanium products and also in part from the extraction and sale of critical minerals including titanium, rare earth elements, and zircon-containing minerals. The price of such minerals and metals may fluctuate widely and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production due to new extraction developments and improved extraction and production methods and technological changes in the markets for the end products. The effect of these factors on metals prices, and therefore the economic viability of any of our exploration properties, cannot accurately be predicted. Additionally, new production of critical minerals including titanium, rare earth elements, and zircon from current or new competitors in the critical minerals markets could adversely affect prices. In recent years, new and existing competitors have increased the supply of certain critical minerals including titanium, rare earth elements, and zircon, which may have negatively affected their prices. Further production increases could negatively affect prices. We cannot make accurate projections regarding the capacities of possible new entrants into the market and the dates on which they could become operational.
The economic assumptions underlying the DFS may rely in part on revenues from rare earth minerals, zircon and other by-products. If market prices decline, recoveries are lower than expected, or downstream processing capacity is unavailable, project economics may be materially adversely affected.
We are subject to risks associated with currency fluctuations, and changes in foreign currency exchange rates could impact our results of operations.
Our operating expenses are denominated in U.S. dollars and Australian dollars. Our cash and cash equivalents are denominated in U.S. dollars and Australian dollars. Because we have multiple functional currencies across different jurisdictions, changes in the exchange rate between these currencies and the foreign currencies of the transactions recorded in our accounts could materially impact our reported results of operations and distort period-to-period comparisons. More specifically, as a result of our cash and cash equivalents that are denominated in Australian dollars, any appreciation of the U.S. dollar against the Australian dollar would have a negative effect on the U.S. dollar amount available to us. Appreciation or depreciation in the value of the Australian dollar relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. As a result of such foreign currency fluctuations, it could be more difficult to detect underlying trends in our business and results of operations.
We have had material weaknesses in internal control over financial reporting in the past and may identify additional material weaknesses in the future.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. Management assessed, and our independent registered public accounting firm audited, our internal control over financial reporting for the year ended June 30, 2026 and concluded that it was effective. See “Part II, Item 15. Controls and Procedures.” There can be no assurance that additional deficiencies or material weaknesses will not be identified or that any future material weakness will be remediated on a timely basis.
If we identify future material weaknesses in our internal control over financial reporting, we may be unable to accurately report our financial results or report them within the timeframes required by law or stock exchange regulations. Failure to comply with Section 404 of the Sarbanes-Oxley Act could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. If additional material weaknesses exist or are discovered in the future, and we are unable to remediate any such material weakness, our reputation, results of operations and financial condition could suffer.
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Risks Related to Our ADSs
An active trading market for the ADSs may not be developed or sustained, and the trading price for the ADSs may be volatile and affected by economic conditions beyond our control.
We listed the ADSs on Nasdaq in June 2022. However, a liquid public market in the U.S. for your ADSs may not develop or be sustained, which means you may experience a decrease in the value of the ADSs regardless of our operating performance. In addition, the market price of the ADSs may be highly volatile and subject to wide fluctuations. For instance, during fiscal 2026, the closing price of our ADSs ranged from $21.98 to $60.11. We cannot assure you that the market price of the ADSs will not fluctuate or decline significantly in the future. Some specific factors that could adversely affect the price of the ADSs or trading volumes include actual or expected changes in our prospects or operating results; changes in actual or anticipated demand for our products; general economic conditions; and the liquidity of U.S. and Australian trading markets. In the past, following periods of volatility in the market price of a company’s securities, shareholders often instituted securities class action litigation against that company. If we were involved in a class action suit, it could divert the attention of senior management and, if adversely determined, could have a material adverse effect on our results of operations and financial condition.
ADS holders are not shareholders and do not have shareholder rights.
The Bank of New York Mellon, as depositary, issues and delivers ADSs. ADS holders will not be treated as shareholders and will not have shareholders rights. The depositary will be the holder of our ordinary shares represented by the ADSs. Holders of ADSs will have ADS holder rights. A deposit agreement among us, the depositary, and the beneficial owners and holders of ADSs, sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs. We and the depositary may amend or terminate the deposit agreement without the ADS holders’ consent in a manner that could prejudice ADS holders. For a description of ADS holder rights, see “Item 12. Description of Securities Other Than Equity Securities-D. American Depositary Shares.” Our shareholders have shareholder rights. Australian law and our Constitution govern shareholder rights. For a description of ADS holder rights and the rights of our ordinary shares, see “Item 10. Additional Information-A. Share Capital.”
ADS holders do not have the same voting rights as our shareholders. Shareholders are entitled to receive our notices of general meetings and to attend and vote at our general meetings of shareholders. At a general meeting, every shareholder present (in person or by proxy, attorney or representative) and entitled to vote has one vote on a show of hands. Every shareholder present (in person or by proxy, attorney or representative) and entitled to vote has one vote per fully paid ordinary share on a poll. This is subject to any other rights or restrictions which may be attached to any shares. ADS holders may instruct the depositary to vote the ordinary shares underlying their ADSs, but only if we ask the depositary to ask for their instructions. If we do not ask the depositary to ask for the instructions, our ADS holders are not entitled to receive our notices of general meeting. ADS holders will not be entitled to attend and vote at a general meeting unless they surrender their ADSs and withdraw the ordinary shares. However, our ADS holders may not have sufficient advance notice about the meeting to surrender their ADSs and withdraw the shares. If we ask for ADS holders’ instructions, the depositary will notify ADS holders of the upcoming vote and arrange to deliver our voting materials and form of notice to them. The depositary will try, as far as practical, subject to Australian law and the provisions of the deposit agreement, to vote the shares as ADS holders instruct. The depositary will not vote or attempt to exercise the right to vote other than in accordance with the instructions of the ADS holders. We cannot assure ADS holders that they will receive the voting materials in time to ensure that they can instruct the depositary to vote their shares. In addition, there may be other circumstances in which ADS holders may not be able to exercise voting rights.
ADS holders do not have the same rights to receive dividends or other distributions as our shareholders. Subject to any special rights or restrictions attached to any shares, the directors may determine that a dividend will be payable on our ordinary shares and fix the amount, the time for payment and the method for payment (although we have never declared or paid any cash dividends on our ordinary shares, and we do not anticipate paying any cash dividends in the foreseeable future). Dividends may be paid on our ordinary shares of one class but not another and at different rates for different classes. Dividends and other distributions payable to our shareholders with respect to our ordinary shares generally will be payable directly to them. Any dividends or distributions payable with respect to ordinary shares will be paid to the depositary, which has agreed to pay to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after deducting its fees and expenses and subject to the provisions of the deposit agreement. Before the depositary makes a distribution to you on behalf of your ADSs, any withholding taxes that must be paid will be deducted. Additionally, if the exchange rate fluctuates during a time when the ADS depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution. ADS holders will receive these distributions in proportion to the number of ordinary shares their ADSs represent. In addition, there may be certain circumstances in which the depositary may not pay to ADS holders amounts distributed by us as a dividend or distribution.
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There are circumstances where it may be unlawful or impractical to make distributions to the holders of ADSs.
The deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. If a distribution is payable by us in Australian dollars, the depositary 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. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, ADS holders may lose some of the value of the distribution. The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. This means that ADS holders may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to them.
Holders of the ADSs may have difficulty in effecting service of process in the U.S. or enforcing judgments obtained in the U.S.
We are a public company incorporated under the laws of Australia. Therefore, the rights of holders of our ordinary shares are governed by Australian law and our Constitution. These rights differ from the typical rights of shareholders in U.S. corporations. The rights of holders of ADSs are affected by Australian law and our Constitution but are governed by U.S. law. Circumstances that under U.S. law may entitle a shareholder in a U.S. company to claim damages may also give rise to a cause of action under Australian law entitling a shareholder in an Australian company to claim damages. However, this will not always be the case.
Holders of the ADSs may have difficulties enforcing, in actions brought in courts in jurisdictions located outside the U.S., liabilities under U.S. securities laws. In particular, if such a holder sought to bring proceedings in Australia based on U.S. securities laws, the Australian court might consider whether:
•it did not have jurisdiction;
•it was not an appropriate forum for such proceedings;
•applying Australian conflict of laws rule, U.S. law (including U.S. securities laws) did not apply to the relationship between holders of our ordinary shares or ADSs and us or our directors and officers; or
•the U.S. securities laws were of a public or penal nature and should not be enforced by the Australian court.
Certain of our directors and executive officers are residents of countries other than the U.S. Furthermore, a portion of our and their assets are located outside the U.S. As a result, it may not be possible for a holder of our ordinary shares or ADSs to:
•effect service of process within the U.S. upon certain directors and executive officers or on us;
•enforce in U.S. courts judgments obtained against any of our directors and executive officers or us in the U.S. courts in any action, including actions under the civil liability provisions of U.S. securities laws;
•enforce in U.S. courts judgments obtained against any of our directors and senior management or us in courts of jurisdictions outside the U.S. in any action, including actions under the civil liability provisions of U.S. securities laws; or
•bring an action in an Australian court to enforce liabilities against any of our directors and executive officers or us based upon U.S. securities laws.
Holders of our ordinary shares and ADSs may also have difficulties enforcing in courts outside the U.S. judgments obtained in the U.S. courts against any of our directors and executive officers or us, including actions under the civil liability provisions of the U.S. securities laws.
ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.
The deposit agreement governing the ADSs provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our ordinary shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. The waiver of jury trial provision applies to all holders of ADSs, including purchasers who acquire the ADSs on the open market. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the
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federal securities laws has not been finally adjudicated by the U.S. Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. In addition, New York courts will not enforce a jury trial waiver provision in order to bar a viable setoff or counterclaim sounding in fraud or one which is based upon a creditor’s negligence in failing to liquidate collateral upon a guarantor’s demand, or in the case of an intentional tort claim (as opposed to a contract dispute), none of which we believe are applicable in the case of the deposit agreement or the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement.
If you or any other owner or holder of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other owner or holder may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and/or the depositary. If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action. Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any owner or holder of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder. By agreeing to the jury trial waiver provision in the deposit agreement, investors will not be deemed to have waived our compliance with or the depositary’s compliance with the federal securities laws and the rules and regulations promulgated thereunder.
The dual listing of our ordinary shares and the ADSs may adversely affect the liquidity and value of the ADSs.
Our ordinary shares are listed on the ASX and the ADSs are listed on Nasdaq. We cannot predict the effect of this dual listing on the value of our ordinary shares and ADSs. However, the dual listing of our ordinary shares and ADSs may dilute the liquidity of these securities in one or both markets and may adversely affect the development of an active trading market for the ADSs in the U.S. The price of the ADSs could also be adversely affected by trading in our ordinary shares on the ASX.
Currency fluctuations may adversely affect the price of the ADSs relative to the price of our ordinary shares.
The price of our ordinary shares is quoted in Australian dollars, and the price of the ADSs is quoted in U.S. dollars. Movements in the Australian dollar/U.S. dollar exchange rate may adversely affect the U.S. dollar price of the ADSs and the U.S. dollar equivalent of the price of our ordinary shares. If the Australian dollar weakens against the U.S. dollar, the U.S. dollar price of the ADSs could decline, even if the price of our ordinary shares in Australian dollars increases or remains unchanged. If we pay dividends, we will likely calculate and pay any cash dividends in Australian dollars and, as a result, exchange rate movements will affect the U.S. dollar amount of any dividends holders of the ADSs will receive from the depositary.
As a foreign private issuer, we are permitted and expect to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements applicable to domestic issuers.
As a foreign private issuer listed on Nasdaq, we are permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq practices. Following our home-country corporate governance practices, as opposed to the requirements that would otherwise apply to a U.S. company listed on Nasdaq, may provide less protection than is afforded to investors under the Nasdaq rules applicable to domestic issuers.
In particular, we follow home country law instead of Nasdaq practice regarding:
•Nasdaq’s requirement that an issuer provide for a quorum as specified in its by laws 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
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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 preceding 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.
As a foreign private issuer, we are permitted to file less information with the SEC than a domestic issuer.
As a foreign private issuer, we are exempt from certain rules under the Exchange Act, that impose requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as a domestic issuer, nor are we generally required to comply with the SEC’s Regulation FD, which restricts the selective disclosure of material non-public information.
Under Australian law, we prepare financial statements on an annual and semi-annual basis, we are not required to prepare or file quarterly financial information other than quarterly updates. Our quarterly updates have consisted of a brief review of operations for the quarter together with a statement of cash expenditure during the quarter and the cash and cash equivalents balance as at the end of the quarter.
For as long as we are a “foreign private issuer,” we intend to file our annual financial statements on Form 20-F and furnish our semi-annual financial statements and quarterly updates on Form 6-K to the SEC as long as we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. However, the information we file or furnish is not the same as the information that is required in annual and quarterly reports on Form 10-K or Form 10-Q for U.S. domestic issuers. Accordingly, there may be less information publicly available concerning us than there is for a company that files as a domestic issuer.
We will incur significant costs as a result of operating as a company whose ADSs are publicly traded in the U.S., and our management is required to devote substantial time to compliance initiatives.
We originally listed the ADSs in the U.S. in June 2022 and, as a result, we expect to incur significant legal, accounting, insurance and other expenses in the future periods that we did not incur prior to listing in the U.S. In addition, the Sarbanes-Oxley Act, Dodd-Frank Wall Street Reform and Consumer Protection Act and related rules implemented by the SEC, have imposed various requirements on public companies including requiring establishment and maintenance of effective disclosure and internal controls. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time consuming and costly. These laws and regulations could also make it more difficult and expensive for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our senior management. Furthermore, if we are unable to satisfy our obligations as a public company in the U.S., we could be subject to delisting of the ADSs, fines, sanctions and other regulatory action and potentially civil litigation.
We do not anticipate paying dividends in the foreseeable future.
We have not declared any dividends during the last three fiscal years and do not anticipate that we will do so in the foreseeable future. We currently intend to retain future earnings, if any, to finance the development of our business. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of the Board on the basis of our earnings, financial requirements and other relevant factors, and subject to Australian law. As a result, a return on your investment will only occur if the ADS price appreciates. We cannot assure you that the ADSs will appreciate in value or even maintain the price at which you purchase the ADSs. You may not realize a return on your investment in the ADSs and you may even lose your entire investment in the ADSs.
If U.S. securities or industry analysts do not publish research reports about our business, or if they issue an adverse opinion about our business, the market price and trading volume of our ordinary shares or ADSs could decline.
The trading market for our ordinary shares and ADSs will be influenced by the research and reports that U.S. securities or industry analysts publish about us or our business. Securities and industry analysts may discontinue research on us, to the extent such coverage currently exists, or in other cases, may never publish research on us. If no or too few U.S. securities
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or industry analysts commence coverage of our Company, the trading price for the ADSs would likely be negatively affected. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade the ADSs or publish inaccurate or unfavorable research about our business, the market price of the ADSs would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for the ADSs could decrease, which might cause our price and trading volume to decline. In addition, research and reports that Australian securities or industry analysts publish about us, our business or our ordinary shares may impact the market price of the ADSs.
You may be subject to limitations on transfers of your ADSs.
Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.
We and the depositary are entitled to amend the deposit agreement and to change the rights of ADS holders under the terms of such agreement, and we may terminate the deposit agreement, without the prior consent of the ADS holders.
We and the depositary are entitled to amend the deposit agreement and to change the rights of the ADS holders under the terms of such agreement, without the prior consent of the ADS holders. In the event that the terms of an amendment are materially prejudicial to ADS holders’ substantial rights, ADS holders will only receive 30 days’ advance notice of the amendment, and no prior consent of the ADS holders is required under the deposit agreement. Furthermore, we may decide to terminate the ADS facility at any time for any reason, or the depositary agent may on its own initiative terminate the deposit agreement. If the ADS facility is terminated, ADS holders will receive at least 90 days’ prior notice, but no prior consent is required from them. Under the circumstances that we decide to make an amendment to the deposit agreement that is materially prejudicial to the substantial rights of the ADS holders or terminate the deposit agreement, the ADS holders may choose to sell their ADSs or surrender their ADSs and become direct holders of the underlying ordinary shares but will have no right to any compensation whatsoever.
ADS holders have limited recourse if we or the depositary fail to meet our respective obligations under the deposit agreement.
The deposit agreement expressly limits our obligations and liability and those of the depositary. We and the depositary 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; and are not liable for the acts or omissions of any securities depository, clearing agency or settlement system.
Our Constitution and Australian laws and regulations applicable to us may adversely affect our ability to take actions that could be beneficial to our shareholders.
As an Australian company we are subject to different corporate requirements than a corporation organized under the laws of the U.S. Our Constitution, as well as the Australian Corporations Act, set forth various rights and obligations that are unique to us as an Australian company and which may not apply to a U.S. corporation. These requirements may operate differently than those of many U.S. companies.
If we fail to maintain proper internal controls, our ability to produce accurate financial statements or comply with applicable regulations could be impaired.
We are subject to the reporting obligations under the U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act, has adopted rules requiring a public company to include a report of management on the effectiveness of such company’s internal control over financial reporting in its annual report on Form 20-F. In addition, an independent registered public accounting firm for a public company must issue an attestation report on the effectiveness of our internal control over financial reporting. If in the future, we are unable to conclude that we have effective internal controls over
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financial reporting or our independent auditors are unwilling or unable to provide us with an unqualified report on the effectiveness of our internal controls over financial reporting as required by the Sarbanes-Oxley Act, investors may lose confidence in our operating results, the price of the ADSs could decline and we may be subject to litigation or regulatory enforcement actions. In addition, if we are unable to meet the requirements of the Sarbanes-Oxley Act, we may not be able to remain listed on Nasdaq.
We may be, or may become, a passive foreign investment company, or PFIC, which could result in adverse U.S. federal income tax consequence to U.S. investors.
There is a risk that we will be a PFIC for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. Holders (as defined in “Item 10. Additional Information-E. Taxation-Material U.S. Federal Income Tax Considerations”). Under the IRS Code, in general, a non-U.S. corporation is a PFIC for any taxable year in which, after the application of certain “look-through” rules with respect to its subsidiaries, either (i) 75% or more of its gross income consists of “passive income,” or (ii) 50% or more of the average quarterly value of its assets consist of assets that produce, or are held for the production of, “passive income.” Passive income generally includes interest, dividends, rents, certain non-active royalties and capital gains.
Based on the composition of our income and assets and the value of our assets, we do not believe that we were a PFIC for the taxable year ended June 30, 2026. Our status in future years will depend on our income, assets, and activities in those years, and there can be no assurance that we will not be classified as a PFIC for future taxable years. However, the proper application of the PFIC rules to a company with a business such as ours is not entirely clear. Because the proper characterization of certain components of our income and assets is not entirely clear and because our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference to the market price of our shares, which could be volatile), there can be no assurance that we were not a PFIC for the taxable year ended June 30, 2026.
Additionally, even if we are not a PFIC for a particular taxable year, we could become a PFIC for future years based on changes in our assets or the value thereof, including the value of our goodwill as indicated by our market capitalization, and based on changes in our activities and income, particularly given the fact that it is not entirely clear how the asset and income tests should apply to us. For these reasons, and since a non-U.S. corporation’s annual PFIC status can be determined only after the end of each taxable year, we cannot express a view as to whether we will be a PFIC for the current or any future taxable year.
If we are characterized as a PFIC for any taxable year during which a U.S. Holder holds ADSs, we generally would continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds ADSs or ordinary shares, even if we ceased to meet the threshold requirements for PFIC status.
U.S. Holders should consult their own tax advisors regarding all aspects of the possible application of the PFIC rules to our ADSs and ordinary shares. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see “Item 10. Additional Information-E. Taxation-Material U.S. Federal Income Tax Considerations-Passive Foreign Investment Company.”
Risks Related to Proposed Redomiciliation
The proposed redomiciliation may not be completed on the anticipated timeline, or at all.
On August 3, 2026, we announced that IperionX intends to pursue a redomiciliation to the U.S. through a proposed scheme of arrangement (the “redomiciliation”). If the scheme is implemented, IperionX Limited will become a direct wholly owned subsidiary of IperionX Inc., a newly formed corporation incorporated in the State of Texas (“IperionX US”) solely for the purpose of effecting the change of domicile. Holders of our ordinary shares would receive CHESS Depositary Interests (CDIs) of IperionX US quoted on the ASX, and holders of the ADSs would receive shares of IperionX US common stock listed on the Nasdaq, in each case at the applicable exchange ratio described in the scheme booklet. Implementation of the redomiciliation is subject to the satisfaction or waiver of a number of conditions, including, among others:
•approval of the scheme of arrangement by (i) unless the Federal Court of Australia (the “Court”) orders otherwise, a majority in number (more than 50%) of shareholders present and voting at the scheme meeting (in person or by proxy, corporate representative or attorney) and (ii) at least 75% of the total number of votes cast on the resolution;
•approval of the scheme of arrangement by the Court;
•approval for listing of shares of IperionX US common stock on Nasdaq; and
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•approvals, confirmations and waivers from ASX, including approval for official quotation of IperionX US CDIs.
We cannot assure you that these approvals will be obtained or that the other conditions to the redomiciliation will be satisfied or waived, or that the redomiciliation will be completed on the timetable we currently anticipate, or at all. Court dates, the scheme meeting date and the implementation date may be delayed, including as a result of supplementary disclosure, regulatory review or intervening corporate actions. If the requisite conditions are not satisfied or waived, or if the redomiciliation is otherwise abandoned, we will remain incorporated in Australia and will nonetheless have incurred significant transaction costs and substantial diversion of management time and attention, without realizing any of the anticipated benefits of the redomiciliation. The announcement of, or any delay in or abandonment of, the redomiciliation could also adversely affect the trading prices of our ordinary shares and ADSs.
The proposed redomiciliation may result in adverse tax consequences for the Company or our shareholders.
The tax consequences of the proposed redomiciliation are complex and will depend on the structure of the transaction, the jurisdictions involved, future legislative developments and the particular circumstances of individual shareholders.
The transaction may result in taxable events for certain shareholders under U.S., Australian or other tax laws. In addition, tax authorities may disagree with tax positions taken by us or our shareholders in connection with the redomiciliation.
Changes in tax laws, regulations, interpretations or administrative practices in the U.S., Australia or other jurisdictions could result in increased tax liabilities or compliance costs following completion of the redomiciliation.
Prospective and existing investors should consult their own tax advisers regarding the specific tax consequences applicable to their particular circumstances.
Following the redomiciliation, we will no longer qualify as a foreign private issuer, which will require us to comply with the Exchange Act’s domestic reporting regime and U.S. corporate governance requirements and will increase our legal, accounting and compliance costs.
We currently report with the SEC as a foreign private issuer, including by filing annual reports on Form 20-F and furnishing reports on Form 6-K. Upon implementation of the redomiciliation, IperionX Inc., as a Texas corporation, will not qualify as a foreign private issuer and will be required to comply with the reporting and other requirements of the Exchange Act, applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements applicable to foreign private issuers. These include the requirements to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K on accelerated timelines, to comply with the SEC’s proxy rules in connection with shareholder meetings, and to comply with Regulation FD. Our directors, officers and principal shareholders will become subject to the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act. IperionX US will also be required to comply with Nasdaq corporate governance standards applicable to U.S. domestic issuers, without the ability to rely on home country practice exemptions available to foreign private issuers. In addition, IperionX US will be required to prepare its financial statements in accordance with U.S. GAAP rather than IFRS as issued by the IASB. The regulatory and compliance costs associated with reporting as a U.S. domestic issuer are expected to be higher than the costs we currently incur as a foreign private issuer, and these changes will increase our legal, accounting, insurance and financial compliance costs and may divert management’s attention.
If the redomiciliation is completed, shareholder rights will change as a result of becoming a holder of securities of a Texas corporation, and those rights may be less favorable in certain respects than current shareholder rights.
IperionX Limited is an Australian public company subject to the Australian Corporations Act, and the rights of our shareholders are currently governed by that statute, our constitution and applicable ASX Listing Rules. Following implementation of the redomiciliation, IperionX US will be a corporation incorporated in the State of Texas, and the rights of holders of IperionX US common stock and CDIs will be governed primarily by the Texas Business Organizations Code (TBOC), U.S. federal securities laws and the certificate of formation and bylaws of IperionX US, rather than by the Corporations Act and our current constitution. IperionX US will remain subject to certain provisions of the Corporations Act as a registered foreign company in Australia and to the ASX Listing Rules (subject to waivers granted by ASX) for so long as IperionX US CDIs are quoted on ASX.
There are material differences between the Australian and Texas legal regimes, including with respect to takeover regulation (holders will no longer have the benefit of the takeover protections in Chapter 6 of the Corporations Act, and will instead be subject to the regime under the TBOC, the IperionX US charter documents and U.S. federal law), the ability of shareholders to requisition meetings and propose resolutions, related party transaction approvals, statutory oppression and other minority protection remedies, directors’ duties and shareholder litigation. Certain provisions of the IperionX US
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certificate of formation and bylaws could also make it more difficult for a third party to acquire IperionX US or for shareholders to influence corporate matters. In addition, the U.S. is generally a more litigious environment than Australia, and shareholders of a Texas corporation may bring direct and class action claims where the applicable requirements are met; any material or costly dispute or litigation could adversely affect our reputation, financial performance or value. As a result of these and other differences, shareholder rights following the redomiciliation may be less favorable in certain respects than those currently in effect.
Even if the proposed redomiciliation is not completed, we may lose our foreign private issuer status as a result of the changes in the U.S. ownership of our securities or other changes in our circumstances, which would require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur additional legal, accounting and other expenses.
We are required to determine our status as a foreign private issuer annually as of the end of our second fiscal quarter. To maintain that status, either a majority of our outstanding voting securities must be directly or indirectly owned of record by non-U.S. residents or, if more than 50% are owned by U.S. residents, we must satisfy the applicable business-contacts tests concerning the citizenship and residency of our officers and directors, the location of our assets and the principal administration of our business. Changes in the overall U.S. ownership of our securities or in our business contacts could cause us to lose foreign private issuer status even if the proposed redomiciliation is not completed. If we lose that status, we would become subject to the more extensive reporting, governance and compliance requirements applicable to U.S. domestic issuers. Following the redomiciliation, we will no longer qualify as a “foreign private issuer” and will therefore be required to prepare our financial statements under U.S. GAAP rather than IFRS as issued by the IASB. This transition could increase compliance costs, require changes to our systems and controls, divert management attention and result in accelerated reporting deadlines.
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ITEM 4. INFORMATION ON THE COMPANY
A.History and Development of the Company
Our head office is located at 1092 Confroy Drive, South Boston, Virginia 24592, U.S. Our registered office is located at 56 Pitt Street, Level 5, Sydney NSW 2000, Australia. The telephone number of our registered office is +(61) 2-8823-3179.
IperionX was originally incorporated in Western Australia on May 5, 2017. We are an Australian public company subject to the provisions of the Australian Corporations Act.
Our ordinary shares have been listed on the Australian Securities Exchange since 2018, previously under the symbols “TAO” and “HYM” and currently under the symbol “IPX.” Our ADSs, each representing 10 of our ordinary shares, are listed on the Nasdaq under the symbol “IPX.” The Bank of New York Mellon acts as depositary for the ADSs.
The Securities and Exchange Commission (SEC) maintains an internet site at http://www.sec.gov that contains reports, information statements, and other information regarding issuers that file electronically with the SEC. We also maintain a web site at www.iperionx.com. The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this annual report on Form 20-F, and the reference to our website in this annual report on Form 20-F is an inactive textual reference only.
B.Business Overview
Our mission
During the fiscal year ended June 30, 2026, IperionX moved from commissioning into commercial operations and production ramp-up at its Virginia Titanium Manufacturing Campus. The Group’s operational focus is now on reliability, throughput, yield and quality; commissioning additional product-manufacturing capacity; and converting customer programs into repeatable production and revenue.
IperionX operates across two connected platforms: titanium metal operations in Virginia and Utah, and critical mineral operations through the Atlas-Titan platform in Tennessee. Together, these assets support the Group’s strategy to establish a domestic U.S. supply chain from recycled scrap and mineral feedstocks through titanium powder, mill products and finished components.
The Virginia platform uses proprietary HAMR™ technology to produce high-quality titanium powder and HSPT™ / THRM™ technologies, powder metallurgy and additive manufacturing to produce near-net-shape parts and other titanium products. The Titan and Atlas assets provide the potential for future domestic titanium mineral feedstocks together with heavy rare earth and zircon products.
The incumbent titanium supply chain is based on the Kroll process and generally requires chlorination, batch reduction, vacuum distillation, multiple melting and remelting steps, extensive hot working and machining. This route is capital- and energy-intensive, has long lead times and can result in substantial material losses. IperionX’s technologies are designed to remove or shorten many of these steps and improve material utilization.
The U.S. has no commercial titanium sponge production and depends on imported primary titanium for defense and advanced industries. IperionX is addressing this strategic vulnerability through two principal value drivers:
•Titanium metal operations: Virginia operations transitioned to a 24/7 production schedule during fiscal year 2026. HAMR™ powder consistently met or exceeded Grade 5 parameters, the commissioned SACMI press tripled powder metallurgy capacity, and additional HSPT™ furnace capacity entered installation. IperionX is targeting an annualized production run rate of approximately 200 tpa by the end of calendar year 2026, subject to ramp-up and operating optimization; and
•Critical mineral operations: The Titan DFS completed in June 2026 defined a staged development, with key mine-area permits in place, producing HREC, titanium minerals and zircon from a domestic resource. Subsequent to year-end, IperionX completed the $3.0 million Atlas acquisition, adding surface stockpiles, pre-stripped mineralization and established infrastructure adjacent to Titan. The Atlas assets are not included in the mineral resource and
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mineral reserve estimates reported in this report and no mineral resources or reserves have been determined for Atlas under S-K 1300.
All critical systems at the Titanium Production Facility (TPF) were fully commissioned during the fiscal year. Technology and operating improvements increased nameplate titanium powder capacity from 125 tpa to approximately 200 tpa without additional capital expenditure, with projected steady-state unit costs of approximately $55/kg at full utilization. Planning, design and long-lead procurement are underway for an expansion to approximately 1,400 tpa of installed HAMRTM powder equipment capacity targeted during 2027.
Customer and government-supported programs advanced across fasteners, impellers, ground-vehicle components, titanium plate, consumer electronics, automotive and other defense and industrial products. The customer pipeline is increasingly progressing from material qualification into finished-component testing, prototype purchase orders and funded scale-up activities.
The Group’s longer-term strategy is to integrate domestic feedstocks with titanium metal and product manufacturing, targeting more than 10,000 tpa of high-performance titanium components by 2030 and progressively improving titanium’s value-in-use competitiveness with stainless steel and aluminum in selected applications.
The achievement of these objectives remains subject to successful production ramp-up, customer qualification and orders, financing, construction, commissioning and other operational and market conditions.
Why Titanium?
Titanium combines high strength-to-weight performance, corrosion resistance and high-temperature capability. These characteristics make titanium important to defense, aerospace, marine, medical, industrial, automotive and consumer-electronics applications. However, high production and manufacturing costs have historically limited its use relative to stainless steel and aluminum.
Primary titanium is generally produced through the Kroll process, a capital- and energy-intensive batch route that reduces titanium tetrachloride with magnesium. The resulting titanium sponge must then be melted, alloyed and remelted into ingots before further processing.
Ingots are converted into mill products through repeated forging, rolling, extrusion and heat-treatment steps. Finished parts are commonly machined from these products, often removing a large proportion of the titanium as scrap. Spherical titanium powders may require additional conversion of mill products into wire followed by atomization.
The U.S. relies on imported titanium to support defense and critical infrastructure. China and Russia’s share of global titanium sponge production capacity increased from approximately 61% in 2018 to approximately 80% in 2026, increasing the strategic importance of a secure domestic alternative.
IperionX’s integrated route is designed to replace major elements of the incumbent chain by converting recycled scrap or mineral-derived feedstock into titanium powder and then into near-net-shape components and mill products. The objective is to reduce process steps, energy use, material loss, cost and lead time while maintaining high product performance.
Titanium Products
IperionX's commercial strategy is value-led: prioritize manufactured titanium products where vertical integration can materially reduce waste, shorten lead times and lower projected end-product cost. The largest opportunities are repeat-order products with high conventional 'buy-to-fly' ratios, long lead times or concentrated offshore supply chains. In each category, the objective is the same: replace a slower, more wasteful and often imported incumbent with an American-made titanium product that performs better, can be delivered faster and, at scale, is more affordable.
Titanium powder remains a strategically important product for additive manufacturing and powder metallurgy. However, converting powder into near-net-shape components and mill products captures a greater share of the value chain, differentiates IperionX from commodity powder suppliers and gives customers a more complete domestic supply-chain solution.
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Fasteners and high-volume hardware
Titanium fasteners are a large, repeat-order product category across defense, aerospace, marine and industrial markets. Independent testing by U.S. Army Combat Capabilities Development Command (DEVCOM) Ground Vehicle Systems Center (GVSC) and Westmoreland validated IperionX Ti-6Al-4V fasteners at performance levels above comparable SAE Grade 8 steel and standard aerospace titanium fastener benchmarks. The results demonstrate that IperionX’s manufacturing pathway can deliver performance as well as cost and supply-chain advantages.
The commissioned SACMI press can operate at up to 24 pressing cycles per minute, equivalent to approximately 11 million single-cavity parts per year under stated operating assumptions before downstream sintering. This establishes a scalable manufacturing pathway for suitable high-volume component categories.
The combination of high performance, lower component weight, corrosion resistance and scalable domestic manufacturing creates a pathway for titanium to substitute into selected applications currently served by high-strength steel.
Defense and industrial components
Current programs include titanium impellers for Carver Pump and U.S. Navy applications, lightweight ground-vehicle components with American Rheinmetall, and development work across track pins, brackets, gears, actuators and other defense and industrial components. These applications value resilience and performance, but also provide repeat-order potential if qualification and production milestones are achieved.
IperionX's integrated powder-to-product route is designed to replace selected cast, forged and extensively machined components with near-net-shape alternatives that can reduce lead times and material loss while retaining high mechanical performance. The commercial advantage arises from the complete manufacturing route, not powder cost alone.
Automotive and consumer electronics
Programs with Ford and consumer-electronics customers demonstrate the flexibility of the platform to supply both titanium powder and manufactured components. These markets also generate high-quality titanium scrap, creating the potential for closed-loop customer relationships in which scrap is returned to IperionX and converted into new products.
Titanium plate and mill products
IperionX is scaling production of titanium plate and large-format military components to extend the product platform beyond engineered parts into plate, sheet, bar and other mill-product pathways, materially broadening the addressable market.
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Additive manufacturing and direct powder sales
IperionX produces angular and spherical titanium powders for powder metallurgy and additive manufacturing. Direct powder sales remain part of the product mix, providing customer access and near-term revenue opportunities, while the Company prioritizes conversion into higher-value products where its manufacturing technologies can create the greatest commercial advantage.
A product platform designed to scale
The customer pipeline is increasingly moving beyond material sampling into finished-component validation, prototype purchase orders and funded scale-up programs. Commercialization remains a staged process: customer testing and qualification must be followed by stable manufacturing parameters, repeatable quality and dependable delivery. Near-term execution is therefore focused on delivering current orders, incorporating test feedback, commissioning sufficient HSPT™ capacity and moving priority products toward repeatable production.
Titanium Markets
Titanium and its alloys are used across defense, aerospace, automotive, energy, medical, consumer and advanced industrial markets. The metal's exceptional strength-to-weight ratio, corrosion resistance and high-temperature performance make it technically superior to incumbent materials in many demanding applications.
Today's titanium market reflects the economics of the legacy supply chain: titanium is generally used only where its performance justifies a significant cost premium. IperionX's opportunity is therefore larger than capturing share of the existing market. By lowering end-to-end production cost and scaling near-net-shape manufacturing, IperionX seeks to open applications currently served by high-strength steel, stainless steel and aluminum. Each reduction in cost moves the boundary of where titanium can win on value as well as performance.
Automotive and transport - Consumer electronics - Aerospace and defense - Energy
Medical - Luxury goods -Industrial - Robotics
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IperionX’s Titanium Technologies
IperionX has assembled a portfolio of more than 40 global patents developed and enhanced through over a decade of research and development. The technologies are not isolated inventions; they form an integrated platform spanning mineral and scrap feedstocks, titanium refining, powder production, alloy development, near-net-shape manufacturing and mill products.
The platform provides two complementary feedstock pathways. In the near term, HAMR™ can recycle a broad range of titanium scrap, including high-oxygen material that conventional routes struggle to return to high-value use. Over time, Green Rutile™ and ARH™ can upgrade domestic titanium minerals from Atlas-Titan into high-purity feedstock for HAMR™. Both pathways converge in the same low-cost American powder and product platform.
This architecture addresses the principal constraint on titanium adoption: the cost, complexity and waste embedded across the conventional supply chain.
The incumbent Kroll route requires multiple capital and energy-intensive stages, including chlorination, reduction, vacuum distillation, melting and remelting, followed by extensive hot working and machining. These steps create long lead times, high costs and significant material loss, restricting titanium largely to applications that can absorb a substantial price premium.
IperionX's technologies bypass or shorten major parts of that route. HAMR™ produces low-oxygen titanium powder from recycled or mineral-derived feedstocks; GSD™ creates high-quality spherical powder for additive manufacturing; and HSPT™ and THRM™ convert powder into high-performance products with fewer processing steps and higher material utilization.
The value of the portfolio lies in how the technologies connect. Lower-cost domestic feedstock flows into lower-cost powder; powder is converted into higher-value components and mill products; and process or customer scrap can be recycled back into new titanium. Each link reduces dependence on foreign-controlled supply chains and captures more value within IperionX.
The result is a near-term circular scrap-to-product platform and a longer-term mineral-to-product pathway. Together, they provide IperionX with a differentiated route to re-shore a complete titanium supply chain to the U.S.
IperionX has already demonstrated the integration of these technologies by upgrading titanium minerals from the Titan Project to high-grade +99% TiO₂ feedstock and using that enriched material to manufacture high-quality spherical Ti-6Al-4V powder. Testing confirmed oxygen content that met or surpassed the requirements of industry-standard Grade 5 specifications.
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HAMRTM Titanium Technologies
HAMRTM, or Hydrogen Assisted Metallothermic Reduction, is IperionX's foundational titanium refining technology. Originally developed at the University of Utah with funding from the U.S. Department of Energy's Advanced Research Projects Agency-Energy program, HAMR™ provides a direct pathway from titanium oxide or scrap to low-oxygen titanium powder.
The process uses hydrogen to destabilize titanium dioxide, allowing magnesium reduction to occur under thermodynamically favorable conditions. The resulting titanium hydride can then be deoxygenated, alloyed and processed into high-quality titanium powder with controlled chemistry and particle characteristics.
HAMR™ can accept a broad range of feedstocks, including titanium minerals, manufacturing scrap and high-oxygen scrap that we believe is difficult to recycle through conventional routes. This feedstock flexibility is central to IperionX's ability to build a secure, circular and lower-cost domestic supply chain.
By avoiding the need to chlorinate TiO₂ into TiCl₄ and removing vacuum distillation and multiple melting stages, HAMR™ can materially reduce process steps, energy use, capital intensity and emissions. It is the technology that connects recycled scrap and, over time, U.S. titanium minerals to IperionX's downstream product platform.
HSPTTM Titanium Forging Technologies
HSPTTM, or Hydrogen Sintering and Phase Transformation, addresses a central challenge in titanium powder metallurgy: achieving wrought-like mechanical performance without the full cost and complexity of conventional forging and hot working.
Traditional titanium manufacturing typically converts sponge into ingot through repeated melting, then into bar, plate or sheet through energy-intensive forging and rolling. Finished components are subsequently machined from this stock, often generating high levels of scrap and long production lead times.
Powder metallurgy and additive manufacturing can create near-net-shape products with much less waste, but conventional powder routes may not achieve the microstructure and fatigue performance required for demanding applications without further thermomechanical processing.
IperionX's patented HSPT™ technology uses hydrogen-enabled sintering and phase transformation to develop an ultra-fine, wrought-like microstructure. This provides a pathway to high-performance titanium products with superior fatigue properties compared with traditional titanium powder metallurgy methods.
When combined, HAMR™ and HSPT™ connect lower-cost titanium powder directly to high-performance near-net-shape products. THRM™ extends the same phase-transformation principles to plate, sheet, bar and other mill-product pathways.
The commercial significance is fewer manufacturing steps, less machining waste and shorter lead times, while targeting material properties associated with conventionally forged or wrought titanium. This is the bridge between IperionX's powder cost advantage and higher-value customer products.
 |  | ||||
| Microstructure of IperionX HSPT (5μm) and Traditional Powder Metallurgy (40μm) titanium products. | |||||
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GSDTM Technologies
GSDTM, or Granulation-Sintering-Deoxygenation, is a patented thermochemical technology designed to produce spherical titanium powders for additive manufacturing. The process provides low oxygen content, controlled particle size and strong flowability while increasing usable powder yield.
Conventional spherical powder methods, including gas atomization, plasma atomization and plasma rotating electrode processing, can produce high-quality powder but often generate relatively low yields within the fine particle-size ranges required by additive manufacturing. That yield loss is an important contributor to the high cost of spherical titanium powder.
GSD™ addresses this constraint by increasing powder yield by up to 50% and providing a potentially more efficient route to additive-manufacturing feedstock. It expands IperionX's addressable product mix and supports both direct powder sales and internally manufactured components.
HAMR™ also offers flexibility in alloy design by introducing alloying elements from oxide feedstocks. This creates a pathway to advanced titanium and metal alloys containing elements such as iron, niobium, zirconium and molybdenum, including compositions that can be difficult to manufacture efficiently through conventional melt processing.
Green RutileTM & ARHTM Technologies
Green RutileTM and ARHTM provide the technology link between IperionX's Tennessee mineral assets and its titanium metal platform. Together, they are designed to upgrade lower-grade U.S. titanium minerals into high-purity feedstock suitable for HAMR™.
The Green Rutile™ process upgrades ilmenite into a higher-grade synthetic rutile titanium product and a purified iron oxide co-product. The iron oxide may have value in metal-alloying applications or as a precursor for lithium iron phosphate batteries.
Most global synthetic rutile production relies on the Becher process, which uses coal as a reductant and operates rotary kilns at temperatures above 1,100°C before removing metallic iron through an aerated salt-solution process.
The Scope 1 and 2 emissions associated with conventional synthetic rutile and titanium slag production are significant, estimated at approximately 3.3 tons and 2 tons of carbon dioxide equivalents (CO₂e) per ton of product, respectively. Green Rutile™ does not use coal as a reductant and, when paired with renewable or low-carbon electricity, has the potential to produce high-quality titanium feedstock with materially lower emissions.
IperionX is advancing plans to scale Green Rutile™ to upgrade ilmenite from the Atlas-Titan platform into a high-quality synthetic rutile product and iron oxide co-product. This would create an additional value-adding step in Tennessee before titanium feedstock enters the metal-production pathway.
ARH™, or Alkaline Roasting and Hydrolysis, can further upgrade rutile and Green Rutile™ into +99% TiO₂ feedstock suitable for HAMR™. This completes the technical pathway from domestic titanium minerals to American-made titanium metal and finished products.
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Sustainability
Sustainability as an operating advantage
IperionX was founded to build a lower-cost, lower-carbon and more resilient American titanium supply chain. Sustainability is embedded in that business model rather than treated as a separate objective: recycled feedstocks can lower input cost and reduce import dependence; near-net-shape manufacturing can improve material utilization; renewable electricity can reduce operating emissions; and closed-loop recycling can deepen customer relationships. These attributes strengthen the commercial and strategic case for the platform.
Sustainability governance and disclosures
Sustainability is overseen at Board and executive-management level, with the Sustainability Sub-Committee of the Nominating and Governance Committee coordinating related initiatives, annual reporting and performance goals. Day-to-day sustainability activities are led by the Vice President of Sustainability. IperionX reports its sustainability progress with reference to the Global Reporting Initiative and the Sustainability Accounting Standards Board.
People, safety and communities
IperionX values its employees and the communities in Virginia, Utah and Tennessee in which it operates. Protecting employees, contractors, visitors and local stakeholders is a core operating responsibility and fundamental to successful scale-up. The Company is committed to safe workplaces, compliance with applicable occupational and environmental laws and constructive, long-term relationships with host communities.
Circular titanium technologies
IperionX’s patented technologies can use 100% titanium scrap, including high-oxygen material that many conventional processes cannot readily recycle into high-quality metal. The resulting low-oxygen titanium powder can be manufactured into a broad range of products and, at the end of their useful lives, returned to the same platform as feedstock for future production.
This closed-loop capability can divert valuable titanium from downcycling or disposal and return it to high-value use. It provides customers with a pathway to reduce embedded carbon, improve product circularity and secure domestic feedstock while strengthening IperionX's long-term cost and supply position.
Lower-carbon production
IperionX’s Virginia titanium production platform procures renewable electricity, resulting in zero market-based Scope 2 emissions from purchased electricity. The Company continues to assess and manage Scope 3 emissions, including opportunities to procure lower-carbon process inputs as production scales.
A comparative life-cycle assessment found that 100% recycled spherical titanium powder produced at IperionX's Virginia facility has the potential for a life-cycle carbon footprint as low as 7.8 kilograms of CO₂e per kg of powder. This represents a reduction of more than 90% compared with conventionally produced titanium powder using plasma atomization, estimated at 88.8 kg CO₂e per kg of powder. The combination of lower emissions and domestic circularity can become an important point of differentiation for customers.
UL Certified 100% recycled titanium powder
IperionX's low-carbon titanium metal powder became the first product globally to achieve an Underwriters Laboratories (UL) 2809 Recycled Content Certification Platinum rating for a 100% recycled mono-material, validating that it meets the highest tier of recycled content requirements under the new UL standard introduced during fiscal year 2026. As one of the world's most trusted independent safety and standards organizations, UL provides rigorous third-party verification of product claims. This certification further demonstrates the unique sustainability attributes of IperionX's titanium products and reinforces our commitment to independent validation and transparency.
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Responsible mineral development
IperionX is committed to resource efficiency, responsible land management and biodiversity at the Atlas-Titan platform in Tennessee. The near-surface mineral-sands development pathway requires no blasting or hard-rock crushing. A phased approach with progressive reclamation is intended to limit the active disturbance footprint, while work with the University of Tennessee Institute of Agriculture is evaluating restoration methods designed to improve soil fertility and support a biodiverse ecosystem. The objective is to establish a model for responsible American critical-minerals development.
Environmental compliance
IperionX's operations are subject to applicable environmental laws, regulations and permit conditions. Compliance is treated as the minimum operating standard, supported by internal systems and, where applicable, external audits and inspections.
There were no known breaches of applicable environmental requirements by IperionX during the fiscal year ended June 30, 2026.
Our Production Facilities
Titanium Manufacturing Campus – Virginia
The Titanium Manufacturing Campus in South Boston, Virginia comprises the TPF and the Advanced Manufacturing Center (AMC). During fiscal year 2026, titanium powder operations transitioned to a 24/7 schedule, producing angular and spherical powders for customer qualification, direct powder requirements and downstream product manufacturing.
The TPF supplies the AMC, where IperionX uses powder metallurgy, HSPT™ / THRM™ and additive manufacturing to produce near-net-shape components, mill products and other high-value titanium products. The commissioned SACMI press and additional HSPT™ furnaces materially expand downstream capacity and product flexibility.
Titanium Production Facility – from commissioning to 24/7 operations
The first HAMR™ titanium deoxygenation run at the Virginia facility was completed in August 2024, followed by the first end-to-end commercial production cycle in December 2024. All critical production systems were fully commissioned in September 2025, completing the transition from construction and commissioning into commercial operations and ramp-up.
The initial production run used 100% Ti-6Al-4V scrap and reduced oxygen content from 3.42% to below 0.07%, compared with the American Society for Testing and Materials maximum of 0.20% for Grade 5 titanium. During fiscal year 2026, HAMR™ production continued to meet or exceed Grade 5 quality parameters.
IperionX remains focused on achieving an annualized production run rate of approximately 200 tpa, equivalent to 16.7 metric tons per month, by the end of 2026, subject to completion of ramp-up and operating optimization. GenX™ development continues as a longer-term continuous-production pathway and is not required for the current ramp.
The Virginia scale-up program is designed to expand titanium powder capacity to approximately 1,400 tpa and, over time, support IperionX’s objective of more than 10,000 tpa of high-performance titanium components by 2030.
Advanced Manufacturing Center – High-performance Titanium Product Manufacturing
The AMC applies IperionX’s titanium powder, powder metallurgy, HSPT™ / THRM™ and additive manufacturing capabilities to produce near-net-shape components, mill products and other high-performance titanium products.
During fiscal year 2026, IperionX commissioned the 300-ton, six-axis SACMI powder metallurgy press and commenced installation of additional HSPT™ sintering capacity. These investments are intended to support customer qualification, low-rate initial production and higher-volume manufacturing.
1.The SACMI press triples existing powder metallurgy capacity, improves repeatability and geometry control, and can operate at up to 24 pressing cycles per minute, equivalent to approximately 11 million single-cavity parts per year under stated operating assumptions before downstream sintering.
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2.Additional HSPT™ furnaces are expected to relieve a downstream production constraint, increase throughput and provide greater scheduling flexibility across customer and product-development programs.
Independent U.S. Army and third-party testing of IperionX Ti-6Al-4V fasteners provided product-level validation of the manufacturing platform, with yield torque up to approximately 20% above comparable SAE Grade 8 steel benchmarks and tensile strength approximately 15% above standard aerospace titanium fastener benchmarks.
The AMC is being expanded in parallel with powder production so that a greater proportion of output can be converted into higher-value products where IperionX’s integrated process can provide the strongest commercial advantage.
Industrial Pilot Facility – Utah
The Salt Lake City facility has produced angular and spherical titanium powders and supported customer prototyping since 2019. It was the industrial pilot platform used to develop and validate the technologies before commercial-scale deployment in Virginia.
Following the commissioning of Virginia operations, the Utah facility has been repurposed and expanded to approximately 15,000 square feet as a research and development center focused on HSPT™, THRM™, titanium plate, other mill products and additional titanium alloy and product pathways.
Re-shoring U.S. Critical Mineral Production with Atlas-Titan
IperionX plans to use recycled titanium scrap as the principal near-term feedstock for Virginia. Over the longer term, the Group intends to evaluate integration of upgraded titanium mineral feedstocks from the Atlas-Titan platform in Tennessee.
The Titan DFS completed in June 2026 defined an initial 14-year staged development producing HREC, ilmenite, rutile and zircon concentrate from a single domestic resource. The Study delivered an after-tax NPV₈ of $813 million, an after-tax IRR of 39.4% and forecast after-tax free cash flow of $1.9 billion.
Subsequent to year-end, IperionX completed the Atlas acquisition adjacent to Titan for $3.0 million. Atlas adds high-grade surface stockpiles, pre-stripped Lower McNairy mineralization and established utilities and rail infrastructure, creating the potential for an accelerated and lower-capital integrated development pathway.
The U.S. DoW allocated $5.0 million of the IBAS award to the Titan DFS. IperionX is advancing drilling, mineralogy, metallurgy, commercial qualification and an integrated Atlas-Titan economic study targeted for completion by the end of 2026, together with engagement on potential U.S. Government funding pathways.
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The Titan Project’s Mineral Resources are as follows:
Titan Project - Mineral Resources
at the End of the Fiscal Year Ended June 30, 2026
Based on Prices Set Forth in Footnote 3 Below
| Resource Category | In situ Metric Tons | Grade (THM %) | THM (million metric tons) | Cut-off grade (THM %) | THM assemblage | |||||||||||||||||||||
| Zircon (% of THM) | Rutile (% of THM) | Ilmenite (% of THM) | REE (% of THM) | |||||||||||||||||||||||
| Measured | 96,851,000 | 1.5 | 1.5 | 0.4 | 10.4 | 9.2 | 40.1 | 1.2 | ||||||||||||||||||
| Indicated | 102,190,000 | 2.0 | 2.0 | 0.4 | 9.8 | 10.2 | 38.9 | 1.5 | ||||||||||||||||||
| Measured and Indicated | 199,041,000 | 1.8 | 3.5 | 0.4 | 10.0 | 9.8 | 39.4 | 1.4 | ||||||||||||||||||
| Inferred | 97,832,000 | 1.8 | 1.8 | 0.4 | 9.3 | 9.6 | 38.0 | 1.2 | ||||||||||||||||||
| Total | 296,872,000 | 1.8 | 5.3 | 0.4 | 9.8 | 9.7 | 39.0 | 1.3 | ||||||||||||||||||
1.Mineral resources are reported using the definitions set out in Regulation S-K 1300 and are current as at June 30, 2026. Mineral resources are reported exclusive of the mineral reserves.
2.The third-party firm responsible for the estimate is Marshall Miller & Associates, Inc.
3.Mineral resources are reported within a conceptual pit shell that uses the key Optimization Parameters summarized in Item 4D Property - Optimization Parameters.
4.Mineral resources are reported above a cut-off grade of 0.4% THM.
5.Property contains 199.0 Mt of mineral resources (Measured + Indicated) exclusive of mineral reserves.
6.Estimates may not foot due to rounding.
The Titan Project’s Mineral Reserves are as follows:
Titan Project Mineral Reserves
at the End of the Fiscal Year Ended June 30, 2026
Based on Prices Set Forth in Footnote 3 Below
| Unit | Grand Total ROM Metric Tons | THM assemblage | |||||||||||||||||||||||||||
| THM | THM | Zircon | Rutile | Ilmenite | REE | ||||||||||||||||||||||||
| Proven | Probable | Total | (%) | (t) | (%) | (%) | (%) | (%) | |||||||||||||||||||||
| Upper McNairy | 24,565,000 | 2,415,000 | 26,980,000 | 2.3 | 620,000 | 6.2 | 6.2 | 23.6 | 0.2 | ||||||||||||||||||||
| Lower McNairy | 68,740,000 | 21,307,000 | 90,047,000 | 3.43 | 3,086,000 | 12.7 | 10.5 | 48.3 | 1.9 | ||||||||||||||||||||
| Total | 93,306,000 | 23,722,000 | 117,027,000 | 3.2 | 3,706,000 | 11.6 | 9.8 | 44.2 | 1.6 | ||||||||||||||||||||
1.Mineral reserves are reported using the definitions set out in Regulation S-K 1300 and are current as at June 30, 2026. Mineral reserves are reported on a ROM basis.
2.The third-party firm responsible for the estimate is Marshall Miller & Associates, Inc.
3.Mineral reserves are reported within a finalized mine design pit shell that uses the key Optimization Parameters summarized in Item 4D Property - Optimization Parameters.
4.Mineral reserves are reported above a COG of 0.85% THM.
5.Ilmenite includes leucoxene, pseudorutile, and ilmenite and REE includes monazite, xenotime, and unclassified REE.
6.Estimates may not foot due to rounding.
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Our Strategies
The objective of the Group is to create long-term shareholder value by combining its patented titanium technologies to continue to scale a low-cost titanium supply chain business in the U.S. and, in time, globally.
IperionX has transitioned from a pilot scale to be a commercial producer of 100% recycled titanium metal products in the U.S., based on the Virginia Titanium Manufacturing Campus. IperionX produces low-cost and high-quality angular and spherical titanium powder, which is used to produce near-net-shape and final titanium parts through powder metallurgy or additive manufacturing. These technologies provide IperionX with a sustainable competitive advantage and significant value uplift from upgrading raw titanium materials through to finished high-performance titanium products when compared to traditional titanium industry supply chains.
To achieve its objective, the Group currently has the following business strategies and prospects over the medium to long-term:
•commercialize the Technologies to produce titanium metal and metal powders for key markets, including consumer electronics, aerospace, defense, medical, bicycles, additive manufacturing and automotive;
•continue to investigate alternative applications of the Technologies to additional value-added metal closed-loop production capabilities, including zircon and synthetic rutile, and the potential production of rare earth elements;
•continue discussions with current and potential customers and strategic partners for future production and sale of titanium metal products, titanium minerals and other critical minerals, including, but not limited to, rare earth elements;
•continue to expand IperionX’s critical mineral land position in the U.S., explore for additional critical minerals and secure final permit and zoning approvals;
•continue the development of the Atlas-Titan project, with an integrated economic assessment targeted for completion by the end of 2026. The combination has the potential to reduce upfront capital and operating costs and accelerate first production relative to a standalone Titan development; and
•vertically integrate the Technologies with titanium material feedstocks from the Titan Project to develop an end-to-end U.S.-based titanium and critical mineral supply chain.
These activities are inherently risky and the Board is unable to provide certainty of the expected results of these activities, or that any or all of these likely developments will be achieved. The material business risks faced by the Group that could have an effect on the Group’s future prospects, and how the Group manages these risks, include:
Mineral development risk – The exploration for, and development of, mineral deposits involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. To mitigate this risk, the Company will undertake systematic and staged exploration and testing programs on its mineral properties and, subject to the results of these exploration programs, the Company will then progressively undertake a number of technical and economic studies with respect to its projects prior to making a decision to mine. However there can be no guarantee that the studies will confirm the technical and economic viability of the Company’s mineral properties or that the properties will be successfully brought into production;
Capital and funding risk – Future expansion of the Company’s titanium facilities and any future development of the Company’s mineral properties will require substantial additional financing. Failure to obtain sufficient additional financing may result in delay or postponement of further development of the Company’s titanium facilities and/or mineral properties or even a loss of property interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to the Company;
Commodity price risk – The price of titanium metal and other critical minerals, including titanium feedstocks, rare earth elements, silica sand and zircon fluctuate widely and are affected by numerous factors beyond the control of the Group. Future production from the Group’s titanium metal facilities or mineral properties will be affected by commodity prices being adequate to make these facilities or properties economic. The Group currently does not engage in any hedging or derivative transactions to manage commodity price risk. As the Group’s operations change, this policy will be reviewed periodically going forward; and
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Competition risk – The Group competes with other domestic and international companies in the titanium technology and critical minerals industries, some of whom have larger financial and operating resources. Increased competition could lead to higher supply or lower overall pricing. There can be no assurance that the Company will not be materially affected by increased competition. In addition, while the Group is continuing to secure additional surface and mineral rights, there can be no guarantee that the Group will succeed in these efforts, which could affect the results of the Group’s operations.
Strategic Advantages
IperionX's advantage is not a single technology or asset; it is an integrated system. Patented process technologies, feedstock flexibility, closed-loop recycling, U.S. Government partnership, customer-qualified product pathways and vertical integration from mineral or scrap to finished product reinforce one another. The result is a platform that is difficult to replicate and whose economic and strategic advantages are designed to compound as it scales.
An integrated flywheel; from domestic feedstock to finished product
HAMR™ can use a broad range of titanium scrap and mineral-derived feedstocks to produce high-quality titanium powder while bypassing chlorination, vacuum distillation and multiple melting steps. This reduces process complexity and energy intensity, increases material utilization and enables more titanium scrap to remain within a high-value domestic supply chain.
HSPT™ and THRM™ are non-melt thermal and phase-transformation technologies that develop refined, wrought-like microstructures and high mechanical performance without the full conventional forging and hot-working route.
Combined with powder metallurgy and additive manufacturing, these technologies convert lower-cost domestic powder into near-net-shape components and mill products with less waste and shorter lead times. Each downstream step captures more value, while process scrap can be returned to HAMR™ and recycled into new titanium.
IperionX's Green Rutile™ and Alkaline Roasting and Hydrolysis™ (ARH™) mineral-upgrading technologies provide the connection to the Atlas-Titan platform. They offer a future pathway to convert U.S. titanium minerals into high-purity feedstock suitable for HAMR™, completing a fully integrated American mineral-to-product titanium supply chain.
Commercial-scale capability; execution becomes the value driver
Following more than a decade of research, pilot operations and industrialization, IperionX's Virginia campus has demonstrated the commercial-scale capability of HAMR™. Operations transitioned to a 24/7 schedule during fiscal year 2026, and powder production consistently met or exceeded Grade 5 quality parameters. IperionX continues to target an annualized run rate of approximately 200 tpa by the end of 2026, subject to ramp-up and operating optimization. The principal value drivers are now throughput, yield, reliability, product qualification and customer conversion.
Scaling product capacity around low-cost titanium powder
The 300-ton, six-axis SACMI powder metallurgy press was commissioned in May 2026, tripling IperionX's existing powder metallurgy capacity and expanding the range, complexity and repeatability of near-net-shape components that can be manufactured in Virginia. Its high-cycle capability also creates a pathway toward materially higher-volume production for suitable component geometries.
The first of two additional HSPT™ sintering furnaces arrived during the quarter ended June 30, 2026 and entered installation and commissioning, with further furnace capacity expected to follow. These assets are designed to expand throughput, relieve downstream constraints and move customer programs from prototype production toward qualification, low-rate initial production and repeatable manufacturing.
The current platform supports the expansion toward approximately 1,400 tpa and the longer-term target of more than 10,000 tpa of high-performance titanium components by 2030. GenX™, IperionX's next-generation continuous HAMR™ development platform, provides additional long-term upside through the potential for higher throughput, lower cost and improved capital efficiency; it is not required for the current 200 tpa ramp.
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Titan and Atlas: a second, high-value American platform
The Titan Critical Minerals Project in Tennessee, with key mine-area permits already in place, is a district-scale domestic resource of titanium minerals, zircon and rare earth-bearing minerals. In June 2026, IperionX completed a U.S. Government-supported DFS based entirely on Proven and Probable Mineral Reserves, establishing a technically defined development pathway and compelling project economics.
Titan is designed to produce a heavy rare earth concentrate (HREC) containing strategically important dysprosium, terbium and yttrium, together with ilmenite, rutile and zircon concentrate. These products address upstream supply gaps for U.S. defense, permanent magnets, advanced manufacturing and titanium metal supply chains. Titan is therefore both a standalone critical-minerals opportunity and the upstream cornerstone of IperionX's longer-term mineral-to-product strategy.
The DFS delivered an after-tax NPV₈ of $813 million, an after-tax IRR of 39.4%, a 3.6-year payback and forecast after-tax free cash flow of $1.9 billion over an initial 14-year mine plan. We believe these economics create material standalone value before considering the strategic benefits of integration with IperionX's downstream titanium platform.
Atlas Acquisition can accelerate and enhance the upstream pathway
On June 15, 2026, IperionX entered into an agreement to acquire mineral, property and infrastructure assets from Covia Solutions LLC adjacent to Titan for $3.0 million. The acquisition, previously referred to as the Camden acquisition and now named Atlas, was completed subsequent to year-end on July 1, 2026. The modest acquisition cost provides IperionX with control of assets that have the potential to materially improve the sequencing and economics of the broader development pathway.
Atlas adds approximately 70 acres of at-surface, historically processed critical-mineral stockpiles; approximately 180 acres of pre-stripped Lower McNairy mineralization; mineral and property rights; mining and processing equipment; and established grid power, industrial water, natural gas and heavy-haul rail infrastructure. These features have the potential to reduce the time, capital and operating complexity required to establish initial production.
Atlas and Titan are located within the same McNairy mineral-sand system and are highly complementary. Titan provides a permitted, district-scale resource and defined project economics; Atlas adds high-grade stockpiles, pre-stripped mineralization and established infrastructure.
IperionX is advancing sonic drilling, stockpile surveys, mineral assemblage and metallurgical test work, commercial qualification and an integrated economic assessment targeted for completion by the end of 2026. The combination has the potential to reduce upfront capital and operating costs, accelerate first production and improve overall economics relative to a standalone Titan development.
The integrated Atlas-Titan platform strengthens IperionX's ability to connect Tennessee feedstocks containing titanium, zircon and heavy rare earth-bearing minerals with downstream U.S. processing, titanium metal production and advanced manufacturing. It also gives shareholders exposure to a critical-minerals platform with development value distinct from the pace of the Virginia titanium ramp.
U.S. Government support to accelerate our growth plans
The U.S. government has invested significant resources to re-shore to the U.S. a secure domestic titanium supply chain. As of June 30, 2026, IperionX’s U.S. Government support includes the $12.7 million DPA Title III award, the fully obligated $47.1 million IBAS award, and the SBIR Phase III contracting pathway of up to $99 million.
DPA Title III funding of Equipment for Virginia Titanium Manufacturing Facilities
In October 2023, IperionX executed a $12.7 million contract in funding under the U.S. DoW DPA Title III authorities to address the U.S. titanium supply chain vulnerabilities. The government share will be matched with $13.4 million in funding from IperionX, for a total funding amount of $26.1 million. This funding is being applied towards the Group’s TPF in Virginia. The agreement has an initial term of 39 months, scheduled to terminate on January 30, 2027, and provides that it may be extended by mutual agreement. Under the agreement, the Company and the U.S. government have agreed to use
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best efforts to achieve the goals of the agreement, which include the Company conducting a research and development program with respect to titanium technology.
Pursuant to the terms of the agreement, the cost principles applicable to the agreement are contained in 2 CFR 200, Subpart E, Cost Principles. Costs must meet the following criteria to be allowable under federal awards: (i) be necessary and reasonable for the performance of the awards; (ii) conform to any applicable limitations or exclusion as to types and amounts; (iii) be consistent with policies and procedures that apply uniformly to both federally financed and other activities of the recipient; (iv) be accorded consistent treatment; (v) be determined in accordance with generally accepted accounting principles; (vi) not be included as a cost or used to meet cost sharing requirements of any federally-financed program in the current or prior period; (vii) be adequately documented; and (viii) in relation to administrative close out costs, be incurred until the due date of the final report. Additionally, the Company uses the Federal Acquisition Regulation Part 31 and its internal regulations entitled “unallowable Cost Policy” to determine which costs are reimbursable. To the extent designated as the government’s share, the Company is entitled to request reimbursement from time to time of the cost to purchase.
As of June 30, 2026, the Company procured assets on behalf of the government that cost approximately $12.7 million, of which $2.4 million was invoiced in 2026 (2025: $4.0 million), (2024: $6.3 million). We received cash reimbursements for the reimbursement of equipment from the U.S. DoW of nil during the twelve months ended June 30, 2026 (2025: $5.6 million) (2024: $4.7 million). The remaining $2.4 million receivable was reimbursed subsequent to year end.
Title to all equipment and real property acquired with federal funds vests with the government throughout the agreement. The government can elect to, but is not obliged to, transfer such title to all or a portion of the equipment or real property to the Company at the end of the agreement, which is scheduled to terminate on January 30, 2027, if the Company’s performance is satisfactory and provided that (a) the Company has used the equipment or real property for the authorized purposes of the project funding until funding for the project ceases, (b) the Company has not encumbered the equipment or real property without approval of the government, and (c) the Company has otherwise complied with the terms of the agreement. All equipment acquired with federal funds is tagged and segregated from equipment acquired with Company funds using a Property Control List that tracks all equipment purchased under the agreement. The Property Control List is submitted quarterly to the government and includes a description of the equipment, an asset number, manufacturer's serial number, ordered date, received date, installed date, location of the asset, and disposition date (if applicable). When the equipment arrives at our Virginia facility, it is tagged with an identification tag marked “Property of the Government of the United States” and which also included the serial number, asset number, and date received.
Through June 30, 2026, the Company used government funds primarily to acquire equipment used to produce titanium powder from recycled sources of scrap at the construction site. The assets acquired are designed to establish, outfit and operationalize the TPF in accordance with the Statement of Work included in the DPA agreement. Although these assets are integral to the operation of the TPF, if the U.S. government does not relinquish these assets to the Company at the end of the agreement, the Company would seek to acquire or lease such equipment from the government, replace such equipment with new equipment using the Company’s existing cash reserves, or consider other options. See “Item 3. Key Information - D. Risk Factors.”
IBAS Funding to Advance the Titan Critical Mineral Project
In February 2025, the Company was awarded up to $47.1 million by the U.S. DoW to strengthen the U.S. Defense Industrial Base by accelerating the scale-up of a resilient, low-cost, and fully-integrated U.S. mineral-to-metal titanium supply chain. The program will be matched with $49.2 million in funding by IperionX, for a total funding amount of $96.3 million. This funding aims to bolster the U.S. defense industrial base by developing a fully integrated, low-cost titanium supply chain sourced domestically. The project scope under the IBAS program had been revised to prioritize accelerated expansion of IperionX’s titanium metal and manufacturing production capacity at IperionX’s Virginia Titanium Manufacturing Campus.
As part of the initial phase, the DoW obligated $5.0 million, and IperionX contributed $1.0 million, to expedite the Titan Project in Tennessee to ‘shovel-ready’ status, an important milestone in securing a new domestic source of titanium, rare earths and zircon critical minerals. Government reimbursements provided as grants are subject to conditional funding provisions. Grants for the initial phase are recognized as “Other income and expenses” in the consolidated statements of profit or loss and other comprehensive income (loss), once all conditions for reimbursement are met.
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The DoW obligated an additional $12.5 million in August of 2025, $25.0 million in September of 2025 and $4.6 million in January of 2026, through the IBAS program to purchase orders for long-lead, major capital equipment required for the next stage of capacity scale-up to approximately 1,400 metric tons per year at the Virginia Titanium Manufacturing Campus.
As of June 30, 2026, the entire $47.1 million has been obligated by the DoW. Of that, the Company has incurred costs of $5.0 million toward the Titan Project DFS and has requested reimbursements from U.S. DoW in the amount of $4.1 million (2025: $0.9 million) which is recognized as “Other income and expenses” in the consolidated statements of profit or loss and other comprehensive income. We have received cash reimbursements from the U.S. DoW of $4.6 million during the twelve months ended June 30, 2026. (2025: $0.1 million).
SBIR Phase III
In June 2025, IperionX received the first task order for $1.3 million from the U.S. Army under a SBIR Phase III Indefinite Delivery Indefinite Quantity contract with the U.S. DoW. The task order facilitates the purchase of equipment to aid in the production and delivery of titanium parts for U.S. Army ground programs. The SBIR Phase III IDIQ contract provides a contracting pathway for project-specific task orders for low-cost domestic titanium for defense applications up to a ceiling of $99 million.
As of June 30, 2026, the Company has procured assets on behalf of the government that cost approximately $0.3 million (2025: nil). We expect to utilize the remaining $1.0 million of available funding by the end of fiscal year 2027.
In addition, subsequent to year end, IperionX received Task Order 2 under its U.S. Army SBIR Phase III contract for Low-Cost, Domestic Titanium for Defense Applications that has a based value of $18.5 million, with options up to $25.4 million, and builds upon the previously announced $1.3 million task order, lifting the aggregate potential value of task orders issued under the Company’s $99 million SBIR Phase III contract up to $26.7 million.
The criteria that defines permissible expenditures for IBAS Funding and SBIR Phase III are the same as the DPA Title III program mentioned above (the cost principles contained in 2 CFR 200, Subpart E, Cost Principles, and the cost principles or standards in accordance with 32 CFR 37.625).
A range of other U.S. Government funding opportunities is also available as potential funding sources for further scale-up and these are currently being actively progressed.
The DPA Title III and IBAS awards are reimbursable programs under which IperionX generally incurs eligible expenditure and subsequently seeks reimbursement following claim review and approval. This creates timing differences between program expenditure and associated cash receipts.
| Program | Award | Obligated | Reimbursed to date | Remaining reimbursable funding | Incurred, not yet reimbursed | ||||||||||||||||||
| DPA Title III | $12.7m | $12.7m | $10.3m | $2.4m | $2.4m | ||||||||||||||||||
| IBAS | $47.1m | $47.1m | $12.4m | $34.7m | $0.5m | ||||||||||||||||||
| Total program | $59.8m | $59.8m | $22.7m | $37.1m | $2.9m | ||||||||||||||||||
| Contract | Contract ceiling | Task orders received | Contract balance | |||||||||||||||||
| SBIR Phase III | Up to | $99.0m | $19.8m | Up to | $79.2m | |||||||||||||||
Customer and Product Programs
Carver Pump – U.S. Navy impeller prototypes
On December 15, 2025, IperionX announced an initial purchase order of approximately $100,000 from Carver Pump for four prototype titanium impellers for pumps on U.S. Navy surface vessels. During the quarter ended June 30, 2026, IperionX advanced production of the prototypes. Each component can be produced in less than one week, compared with conventional casting lead times that often exceed 12 months, and successful validation could support larger production programs.
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American Rheinmetall – U.S. Army ground-vehicle components
In January 2026, IperionX received a $0.3 million prototype purchase order from American Rheinmetall for 700 lightweight titanium components for U.S. Army heavy ground combat systems. The components are produced from 100% recycled titanium using HAMR™ and HSPT™ technologies, targeting weight reductions of approximately 40–45% per component compared with incumbent steel parts.
The program targets lower vehicle weight, improved mobility, corrosion resistance and supply-chain resilience. Successful delivery and validation of the initial scope may provide a pathway to larger-scale production opportunities.
Fasteners, Ford and other customer programs
Independent testing by U.S. Army DEVCOM GVSC and Westmoreland validated IperionX Ti-6Al-4V fasteners at performance levels above comparable SAE Grade 8 steel and standard aerospace titanium fastener benchmarks.
In addition, the U.S. Army extended the fastener program through a prototype purchase order for the JLTV and associated trailer. Other active programs include automotive components for Ford, consumer-electronics powder qualification and additional defense, aerospace and industrial products.
The customer pipeline is increasingly moving from material samples into finished-component testing, prototype purchase orders and funded scale-up programs, providing clearer milestones toward low-rate and potentially longer-duration supply arrangements.
Near-term execution is focused on delivering current orders and prototypes, incorporating customer test feedback, commissioning sufficient HSPT™ capacity and establishing repeatable manufacturing parameters for priority products.
The developing product portfolio includes fasteners, impellers, track pins, brackets, gears, actuators, enclosures, titanium plate and other mill products, together with angular and spherical titanium powders.
Competition
IperionX’s principal competition is the high-carbon, high-cost incumbent titanium and critical mineral producers outside of the U.S., including from China and Russia. Many of our competitors have been in business longer than we have and have established more strategic partnerships and relationships and have greater financial accessibility than we have.
While we compete with other companies in the metals and natural resource space, we believe that there may be interested customers for our critical materials, including titanium metal, titanium minerals and rare earth minerals, if we can successfully develop the Titan Project. The price of metals and minerals can be affected by factors beyond our control, including:
•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.
EXPLORATION RESULTS
Since securing the initial Titan Project land position in late-2020, we have focused on proving the project’s potential. We have conducted multiple drilling programs at the Titan Project, with the most recent study comprising 156 drill holes, including 140 roto-sonic drill holes totaling approximately 5,644 meters (18,517 feet) and 16 reverse circulation drill holes totaling approximately 837 meters (2,746 feet). Across the broader Titan property, IperionX has drilled 313 holes totaling approximately 11,382 meters (37,343 feet). All drilling used in the Mineral Resource estimate was sonic drilling. Reverse circulation holes, hydrogeological holes and geotechnical holes were excluded from Mineral Resource estimation where appropriate due to concerns over sample representativeness or because the holes were drilled for purposes other than resource estimation.
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On June 4, 2026, IperionX announced the results of the DFS for its 100%-owned Titan Critical Minerals Project near Camden, Tennessee. The Study confirms Titan as a large-scale, technically robust and high-return project designed to produce titanium minerals, zircon and a HREC from a single domestic resource.
The DFS was prepared in accordance with S-K 1300 and considered mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.
See “Item 4. Information on the Company – D. Property, Plant and Equipment” for additional information relating to the Titan Project, including the relevant exploration results, which information is incorporated by reference.
EXPLORATION AND DEVELOPMENT PLANS
We are required by ASX Listing Rules to report ore reserves and mineral resources in Australia in compliance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code 2012 Edition) prepared by JORC. In contrast, the SEC generally requires disclosure of extraction reserves in accordance with S-K 1300.
The Titan DFS reports proven and probable mineral reserves as defined under both JORC and S-K 1300. We are a development stage issuer as defined under S-K 1300. See “Cautionary Note to United States Investors.” As of the reporting date, management has not yet committed to proceed with development. Advancement of these projects remains dependent upon securing adequate financing and/or a strategic development partner, as well as management's final approval to proceed. Accordingly, the related expenditures continue to be classified as exploration and evaluation. See Note 1(k) in the accompanying financial statements to this Annual Report for further discussion.
We are incorporating by reference the Technical Report Summary on Feasibility Study for the Titan Project, dated June 4, 2026, which supports our Mineral Resource and Mineral Reserve estimates.
Titan is a near-surface, free-dig mineral sands project using conventional wet concentration, flotation and dry mineral separation, with no blasting or hard-rock crushing. Key mine-area permits and established regional infrastructure support a staged development pathway. The HREC contains strategically important dysprosium, terbium and yttrium.
The initial 14-year production target is based entirely on Proven and Probable Mineral Reserves, with no Inferred Mineral Resources included. Titan provides a potential domestic upstream source of titanium, heavy rare earth and zircon critical minerals that can complement IperionX’s downstream Virginia titanium platform.
The DFS production targets and financial forecasts remain subject to the assumptions, qualifications and risks set out in the June 4, 2026 announcement. Development requires financing, procurement, construction, commissioning, operating performance and other approvals and conditions consistent with those assumptions, including final approval by management and our Board of Directors. Although the DFS includes a defined mine plan, we have not approved project development, secured the financing necessary to proceed with construction or commenced mine construction.
On June 15, 2026, IperionX entered into an agreement to acquire key mineral, property and infrastructure assets from Covia Solutions LLC adjacent to Titan for $3.0 million. The transaction, previously referred to as the Camden acquisition and now named Atlas, was completed subsequent to year-end on July 1, 2026.
Atlas is located within the same McNairy mineral-sand system as Titan and provides several potential development advantages:
•Additional feedstock optionality from high-grade, historically processed surface stockpiles;
•Potential access to pre-stripped Lower McNairy mineralization and integrated mine planning with Titan;
•Established industrial infrastructure that may reduce development complexity, capital requirements and time to first production; and
•Potential recovery of titanium minerals, zircon and heavy rare earth-bearing monazite and xenotime containing dysprosium, terbium and yttrium.
IperionX is advancing sonic drilling, stockpile and pre-stripped-zone evaluation, detailed mineral assemblage and metallurgical test work, commercial qualification and an integrated Atlas-Titan economic assessment targeted for
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completion by the end of 2026. The combination has the potential to reduce upfront capital and operating costs and accelerate first production relative to a standalone Titan development.
Subject to market conditions and our ability to secure funding, our separate business plan for the Titan Project is to become a strategic, U.S. domestic source of high-quality and sustainable titanium and other critical mineral feedstocks, including rare earths, to the U.S. The titanium minerals could form an important sustainable feedstock for the Technologies and assist in the scale-up of the Technologies to meet potential future market demand. We believe that vertical integration with U.S.-based resource operations is a major competitive advantage for IperionX, providing a potential source of critical mineral feedstock.
We plan to effect our business plan for the Titan Project by:
•continue to expand IperionX’s critical mineral land position in the U.S., explore for additional critical minerals and secure final permit and zoning approvals;
•continue the development of the Atlas-Titan project, with an integrated economic assessment targeted for completion by the end of 2026. The combination has the potential to reduce upfront capital and operating costs and accelerate first production relative to a standalone Titan development;
•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 U.S. demand for clean, low-cost domestic sources of titanium and other critical minerals, including rare earths.
Extraction Permits and Approvals
In August 2023, we received what we believe are the requisite development permits required to start construction and operations of our planned Wet Concentrator Plant at the Titan Project, including the National Pollutant Discharge Elimination System Permit and Surface Mining Permit, which were issued by the Tennessee Department of Environment & Conservation.
We will require additional governmental permits to construct our planned dry Mineral Separation Plant. We also will be required to renew our permits from time to time. Obtaining and renewing governmental permits is a complex and time-consuming process. The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority. We may not be able to obtain or renew permits that are necessary to our planned operations or we may find that the cost and time required to obtain or renew such permits exceeds our expectations, which in turn could materially adversely affect our business plans or our prospective or actual revenues and profitability. In addition, private parties, such as environmental activists, frequently attempt to intervene in the permitting process and to persuade regulators to deny necessary permits or seek to overturn permits that have been issued. These third-party actions can materially increase the costs and cause delays in the permitting process and could cause us to not proceed with the development or operation of a property.
Our exploration operations are subject to extensive laws and regulations, which are overseen and enforced by multiple U.S. federal, state and local authorities. These laws govern exploration, development, production, exports, various taxes, labor standards, occupational health and safety, waste disposal, protection and remediation of the environment, protection of endangered and protected species and other matters. Mineral exploration operations are also subject to U.S. federal and state laws and regulations that seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted, and we cannot assure you such permits will be received. Environmental laws and regulations may also, among other things:
•Require notice to stakeholders of proposed and ongoing operations.
•Require the installation of pollution control equipment.
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•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.
Environmental Regulation
IperionX’s operations are subject to various environmental laws and regulations under the relevant government’s legislation. Full compliance with these laws and regulations is regarded as a minimum standard for all operations to achieve. Instances of environmental non-compliance by an operation are identified either by external compliance audits or inspections by relevant government authorities. There have been no known breaches by the Group during the financial year ended June 30, 2026. For more information, see “Government Regulations” below.
As of the date hereof, other than with respect to the acquisition of the Titan Project and related permitting activities, we have not been required to spend material amounts on compliance with environmental regulations. However, compliance with these laws and regulations may impose substantial costs on us, subject us to significant potential liabilities, and have an adverse effect upon our capital expenditures, results of operations or competitive position. Violations and liabilities with respect to these laws and regulations could result in significant administrative, civil, or criminal penalties, remedial clean-ups, natural resource damages, permit modifications or revocations, operational interruptions or shutdowns and other liabilities. The costs of remedying such conditions may be significant, and remediation obligations could adversely affect our business, results of operations and financial condition. Additionally, Congress and federal and state agencies frequently revise environmental laws and regulations, and any changes in these regulations or the interpretations thereof could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse effect on our business operations.
GOVERNMENTAL REGULATIONS
U.S. Securities Regulations
The Company became a large accelerated filer during the fiscal year 2025 and this status was maintained as of June 30, 2026.
Foreign Private Issuer Status
We are also considered a “foreign private issuer” pursuant to Rule 405 under the Securities Act. As a foreign private issuer, we are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our ordinary shares or ADSs. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information.
Nasdaq also allows us as a foreign private issuer to elect to follow certain home country laws instead of Nasdaq practices applicable to U.S. companies. In particular, we follow home country law instead of Nasdaq practice regarding:
•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.
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•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 preceding 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.
For as long as we are a “foreign private issuer” we intend to file our annual financial statements on Form 20-F and furnish our semi-annual financial statements and quarterly updates on Form 6-K to the SEC for so long as we are subject to the reporting requirements of Section 13(g) or 15(d) of the Exchange Act. However, the information we file or furnish is not the same as the information that is required in annual and quarterly reports on Form 10-K or Form 10-Q for U.S. domestic issuers. Accordingly, there may be less information publicly available concerning us than there is for a company that files as a domestic issuer.
We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (1) the majority of our executive officers or directors are U.S. citizens or residents; (2) more than 50% of our assets are located in the U.S.; or (3) our business is administered principally in the U.S. Since more than 50% of our assets are located in the U.S., we will lose our status as a foreign private issuer if more than 50% of our outstanding voting securities are held by U.S. residents as of the last day of our second fiscal quarter in any year. In addition, on August 3, 2026, we announced that IperionX intends to pursue a redomiciliation to the United States through a proposed scheme of arrangement (the “redomiciliation”). If the scheme is implemented, we will no longer qualify as a foreign private issuer. Implementation of the redomiciliation is subject to the satisfaction or waiver of a number of conditions, including, approval of the scheme of arrangement by the Federal Court of Australia.
For information on the risks that accompany our status as a foreign private issuer, see “Item 3. Key Information – D. Risk Factors – Risks Related to Our ADSs – As a foreign private issuer, we are permitted to file less information with the SEC than a domestic issuer” and “Item 3. Key Information-D. Risk Factors – Risks Related to Our Proposed Redomiciliation – “Even if the proposed redomiciliation is not completed, we may lose our foreign private issuer status as a result of the changes in the U.S. ownership of our securities or other changes in our circumstances, which would require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur additional legal, accounting and other expenses.”
U.S. Environmental, Health and Safety Laws
IperionX’s business operations, including the Technologies and the Titan Project, will be required to comply with applicable environmental protection laws and regulations and licensing and permitting requirements. The material environmental, health and safety laws and regulations that we must comply with include, among others, the following U.S. federal laws and regulations:
•National Environmental Policy Act, which requires careful evaluation of the environmental impacts of major federal actions;
•Clean Air Act and its amendments, which governs air emissions;
•Clean Water Act, which governs discharges to and excavations within the waters of the U.S.;
•Safe Drinking Water Act, which governs the underground injection and disposal of wastewater;
•Resource Conservation and Recovery Act, which governs the management of both hazardous and non-hazardous solid waste;
•Comprehensive Environmental Response, Compensation, and Liability Act, which imposes liability where hazardous substances have been released into the environment (commonly known as Superfund);
•Department of Transportation Hazardous Materials Regulations, which govern the handling and transportation of hazardous materials to ensure safety and security across all modes of transportation;
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•Endangered Species Act, which establishes protections for fish, wildlife, and plants that are listed as threatened or endangered;
•Occupational Safety and Health Act, which governs the safe and healthful working conditions for private sector workers; and the
•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.
Our operations may also be subject to state and local environmental laws and regulations, including but not limited to laws and regulations related to the air emissions, wastewater discharges, and reclamation of mined lands, which may require reclamation permits to be acquired prior to the commencement of minerals extraction operations and may require substantial financial guarantees to cover the cost of future reclamation activities.
Solid and Hazardous Waste
The Resource Conservation and Recovery Act (RCRA), and comparable state statutes, affect our operations by imposing regulations on the generation, transportation, treatment, storage, disposal and cleanup of hazardous wastes and on the disposal of non-hazardous wastes. Under the auspices of the Environmental Protection Agency (EPA), the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements.
In addition, the federal Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) - Superfund law - can impose joint and several liability without regard to fault or legality of conduct on classes of persons who are statutorily responsible for the release of a hazardous substance into the environment. These persons can include the current and former owners, lessees or operators of a site where a release occurs, and anyone who disposes or arranges for the disposal of a hazardous substance. Under CERCLA, such persons may be subject to strict, joint and several liability for the entire cost of cleaning up hazardous substances that have been released into the environment and for other costs, including response costs, alternative water supplies, damage to natural resources and for the costs of certain health studies. Moreover, it is not uncommon for neighboring landowners, workers and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the indoor or outdoor environment. Each state also has environmental cleanup laws analogous to CERCLA. Hazardous wastes may have been previously handled, disposed of, or released on or under properties currently or formerly owned or leased by us or on or under other locations to which we sent waste for disposal. These properties and any materials disposed or released on them may subject us to liability under CERCLA, RCRA and analogous state laws. Under such laws, we could be required to remove or remediate disposed wastes or property contamination, to contribute to remediation costs, or to perform remedial activities to prevent future environmental harm.
Air Emissions
The federal Clean Air Act (CAA) and comparable state and local laws restrict the emission of air pollutants from numerous sources through the issuance of permits and the imposition of other requirements. Major sources of air pollutants are subject to more stringent, federally imposed permitting requirements. Air pollution regulations may require us to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain air permits and comply with stringent permit requirements or utilize specific equipment or technologies to control emissions of certain pollutants. The need to obtain permits has the potential to delay our operations, and we may be required to incur capital expenditures for air pollution control equipment or other air emissions related obligations. Administrative enforcement actions for failure to comply strictly with air pollution regulations or permits are generally resolved by payment of monetary fines and correction of any identified deficiencies. Alternatively, regulatory agencies could require us to forego construction, modification or operation of certain air emission sources.
Climate Change
Numerous regulatory initiatives have been enacted, and additional regulatory, legislative, and policy developments may continue to emerge at the international, federal, state, and local levels to monitor, report, reduce, or otherwise regulate GHG emissions.
In 2009, the U.S. EPA issued its Greenhouse Gas Endangerment Finding under the CAA, concluding that certain GHG emissions endanger public health and welfare. The Endangerment Finding subsequently served as a basis for various
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federal GHG regulatory programs. In February 2026, the EPA finalized a rule rescinding the 2009 Endangerment Finding and repealing certain federal GHG emission standards applicable to motor vehicles and engines. These actions may be subject to judicial review, and the future scope of federal GHG regulation remains uncertain.
In addition, Congress, federal agencies, and state governments may continue to consider legislation, regulations, or other initiatives relating to climate change, GHG emissions, energy transition, sustainability reporting, or related matters. Various states and regional organizations have adopted, or may in the future adopt, programs designed to monitor, report, limit, or price GHG emissions, including cap-and-trade and other market-based regulatory mechanisms.
Any future climate-related legislation, regulation, reporting requirements, or other governmental actions could increase our compliance, capital, operating, monitoring, or reporting costs, require changes to our operations, or otherwise adversely affect our business, financial condition, results of operations, or cash flows. The extent and timing of any such impacts remain uncertain and will depend on the nature of future regulatory developments and their applicability to our operations.
Clean Water Act
The CWA imposes restrictions and strict controls regarding the discharge of wastes, including mineral processing wastes, into waters of the U.S., a term broadly defined to include, among other things, certain wetlands. Permits must be obtained to discharge pollutants into federal waters. The CWA provides for civil, criminal and administrative penalties for unauthorized discharges, both routine and accidental, of pollutants. It imposes substantial potential liability for the costs of removal or remediation associated with discharges of oil or hazardous substances. State laws governing discharges to water also provide varying civil, criminal and administrative penalties, and impose liabilities in the case of a discharge of petroleum or its derivatives, or other hazardous substances, into state waters. In addition, the EPA has promulgated regulations that require permits to discharge storm water runoff, including discharges associated with construction activities. In the event of an unauthorized discharge of industrial wastes, we may be liable for penalties and costs.
Pursuant to these laws and regulations, we may also be required to develop and implement spill prevention, control and countermeasure plans. Some states also maintain groundwater protection programs that require permits for discharges or operations that may impact groundwater conditions. The CWA also prohibits the discharge of fill materials to regulated waters including wetlands without a permit from the U.S. Army Corps of Engineers.
The scope of federal jurisdiction under the CWA has been subject to significant regulatory and judicial developments in recent years. In May 2023, the U.S. Supreme Court issued its decision in Sackett v. EPA, which narrowed the categories of wetlands and other waters subject to federal regulation under the CWA. Following that decision, the EPA and the U.S. Army Corps of Engineers amended their regulations defining "Waters of the United States" to conform to the Court's ruling. Additional rulemaking activities and litigation concerning the scope of federal CWA jurisdiction remain ongoing, and differing regulatory frameworks may apply in various states. As a result, the extent of federal permitting and compliance obligations applicable to our operations may continue to evolve. We could face increased costs, project delays, or additional permitting requirements with respect to activities affecting wetlands or other waters that are determined to be subject to federal, state, or local regulation.
Underground Injection Control Permits
The federal Safe Drinking Water Act (SDWA) creates a nationwide regulatory program protecting groundwater. This act is administered by the EPA. However, to avoid the burden of dual federal and state (or Indian tribal) regulation, the SDWA allows for the Underground Injection Control (UIC) permits issued by states (and Indian tribes determined eligible for treatment as states) to satisfy the UIC permit required under the SDWA under two conditions. First, the state’s program must have been granted primacy. Second, the EPA must have granted, upon request by the state, an aquifer exemption. The EPA may delay or decline to process the state’s application if the EPA questions the state’s jurisdiction over the mine site. Permits must be obtained before developing and using deep injection wells for the disposal or storage of produced fluids, and well casing integrity monitoring must be conducted periodically to ensure the well casing is not leaking produced fluids to groundwater. Contamination of groundwater by natural gas and oil drilling, production and related operations may result in fines, penalties, remediation costs and natural resource damages, among other sanctions and liabilities under the SDWA and other federal and state laws. In addition, third-party claims may be filed by landowners and other parties claiming damages for groundwater contamination, alternative water supplies, property impacts and bodily injury.
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NEPA
The National Environmental Policy Act (NEPA) requires federal agencies to evaluate major agency actions having the potential to significantly impact the environment. The NEPA process may involve public input through comments which can alter the nature of a proposed project either by limiting the scope of the project or requiring resource-specific mitigation. NEPA decisions can be appealed through the court system by process participants. The NEPA process may result in delaying the funding, permitting, or development of projects or increase the costs of permitting and developing some facilities.
Endangered Species Act
The federal Endangered Species Act (ESA) restricts activities that may affect endangered and threatened species or their habitats. Some of our operations may be located in areas that are designated as habitats for endangered or threatened species. A critical habitat designation could result in further material restrictions to federal and private land use and could delay or prohibit land access or development. The U.S. Fish and Wildlife Service continues its effort to make listing decisions and critical habitat designations where necessary. The ESA has not previously had a significant impact on our operations. However, the designation of previously unprotected species as being endangered or threatened could cause us to incur additional costs or become subject to operating restrictions in areas where the species are known to exist.
Extraction Permits and Approvals
We currently have permits authorizing the initial mineral extraction activities with respect to the Titan Project. We are required to obtain governmental permits for some of our exploration and future mineral extraction activities and may be required to renew the permits we already have. Prior to developing or extracting any mineralization that we discover, we will be required to obtain and renew additional governmental permits authorizing, among other things, further site development activities and site operating activities. Obtaining and renewing governmental permits is a complex and time-consuming process and involves numerous jurisdictions, public hearings and possibly costly undertakings. The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority. We may not be able to obtain or renew permits that are necessary to our planned operations or the cost and time required to obtain or renew such permits may exceed our expectations. Any unexpected delays or costs associated with the permitting process could delay the exploration, development or operation of our properties.
See “Item 3. Key Information – D. Risk Factors – Risks Related to Regulatory and Industry Matters – We will be required to obtain and renew governmental permits in order to conduct development and minerals extraction operations, a process which is often costly and time-consuming.”
Our exploration and future mineral extraction operations are subject to extensive laws and regulations, which are overseen and enforced by multiple U.S. federal, state and local authorities. These laws govern exploration, development, production, exports, various taxes, labor standards, occupational health and safety, waste disposal, protection and remediation of the environment, protection of endangered and protected species and other matters. Mineral exploration and extraction operations are also subject to U.S. federal and state laws and regulations that seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling and extraction operations to be conducted, and we cannot assure that such permits will be received. Environmental laws and regulations may also, among other things:
•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.
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C.Organizational Structure
The following reflects our organizational structure as of June 30, 2026. All our subsidiaries are wholly-owned.
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D.Property, Plant and Equipment
Our executive offices are located at 1092 Confroy Drive, South Boston, Virginia, 24592. We lease multiple facilities in South Boston, Virginia totaling 97,800 square feet that are used for executive offices and as the Company’s titanium production hub. The leases for the operating facilities expire between 2033 and 2034, while an additional administrative office space lease expires on June 15, 2027. We previously leased 3,326 square feet of office space in Charlotte, North Carolina, under an agreement that expired on August 31, 2026. In addition, we lease approximately 15,000 square feet of laboratory and office space in West Valley City, UT, which is used for research and development activities. The lease for this facility expires December 31, 2030.
Titan Project
Overview
The Titan Critical Minerals Project (“Titan” or the “Project”) is IperionX Limited’s wholly owned, principal mineral development asset and is located near Camden, Tennessee, U.S., covering more than 10,000 acres. Titan is a heavy mineral sands and critical minerals project designed to produce titanium minerals, zircon concentrate and a HREC from a domestic U.S. mineral resource base. The Project is owned through IperionX Critical Minerals, LLC, a wholly owned subsidiary of IperionX Limited.
The technical information in this annual report relating to Titan is derived from the DFS titled “Titan Project, Tennessee, U.S. Technical Report Summary on Feasibility Study”, dated June 4, 2026 (Titan DFS), prepared in accordance with Subpart 1300 of Regulation S-K (S-K 1300). The Titan DFS supports the Project’s Mineral Resource estimate, Mineral Reserve estimate, mine plan, processing flowsheet, capital and operating cost estimates, economic analysis and principal technical assumptions.
The feasibility study contemplates a staged development strategy, consisting of an initial Phase 1 operation followed by a Phase 2 expansion. Phase 1 is designed around approximately 400 metric tons per hour of rougher spiral feed capacity, while Phase 2 contemplates an incremental 800 metric tons per hour expansion, resulting in total rougher spiral feed capacity of approximately 1,200 metric tons per hour. Development of the Project remains subject to final investment decision, financing, permitting, detailed engineering, procurement, construction, commissioning and other customary project development risks.
At June 30, 2026, the book carrying value of the Titan Project was $7.8 million. See Note 11 to our audited consolidated financial statements for the fiscal period ended June 30, 2026 included in this annual report for further details.
Property Description, Location and Ownership
Titan is located in western Tennessee approximately 128 kilometers (80 miles) west of Nashville and approximately 11 kilometers (7 miles) northwest of Camden. The Study Area is centered at approximately 36.147349°N latitude and 88.20974°W longitude and is located on the Mansfield, Manleyville, Vale and Bruceton U.S. Geological Survey quadrangles.
The broader Titan properties comprise over 10,000 acres of surface and associated mineral rights in Tennessee held through a combination of owned, leased, and optioned interests are as follows:
•Owned: ~1,500 acres are owned by the Company or its wholly owned subsidiary.
•Leased: ~1,200 acres are under long-term lease arrangements. These leases grant exclusive rights to explore, develop, and mine. The leases expire between October 24, 2043 and January 6, 2051. We will pay an annual minimum royalty, generally $75.00 per acre, or an extraction royalty, generally 5% of net revenues from products sold.
•Optioned: ~7,500 acres are subject to exclusive option agreements, which upon exercise, allow us to lease the surface property and associated mineral rights from the local landowners, and generally have expiry dates between January 15, 2027 and January 2, 2051. During the option period, our option to lease agreements provide us with exclusive right to access, enter, occupy and use the surface property for all purposes related to exploring for and evaluating all minerals in return for making annual option payments and bonus payments during periods when we conduct drilling. Our annual option payments are generally $75.00 per acre and our drilling bonuses generally average approximately $1.00 per drill foot. Our obligation to make annual option payments and drilling bonus
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payments cease if we exercise our option to lease. Upon exercise, in the case of an option to lease, we will pay an annual minimum royalty, generally $75.00 per acre, or an extraction royalty, generally 5% of net revenues from products sold.
All properties owned by IperionX will not incur a royalty. The Study Area supporting the current Mineral Resource and Mineral Reserve estimates comprised approximately 3,317 acres of surface and associated mineral rights. There are no known encumbrances and no current material mining regulatory violations or fines applicable to the Project.
Figure 1: Titan Project location of properties
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Figure 2: Titan Project location of properties containing mineral resources (the coordinate system and datum used for modeling is UTMZ16N, NAD83)
Accessibility, Climate, Local Resources and Infrastructure
The Project is accessible by a developed network of primary and secondary roads. Site access is available from Interstate 40 via Highway 641, Reynoldsburg Road, Pleasant Hill Road and Little Benton Road. The region benefits from established transportation infrastructure, including highway and rail access, with the CSX Transportation Memphis subdivision mainline running through Camden and a CSX railyard located approximately 7 miles from the planned mineral separation and rare earth processing facilities.
The climate is temperate with warm summers and cold winters including the potential for snow and ice. Annual rainfall for the area is 54 inches. It is expected that any future mining activity will operate year-round.
Existing infrastructure in the region includes power and gas services, with 161-kV transmission lines located near the Project area. The Company intends to evaluate and implement renewable power sourcing options, including on-grid
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renewable solutions supplied by existing regional power providers. Water supply for mining and processing is expected to be sourced from nearby surface water bodies, supplemented by shallow groundwater and pit inflows where appropriate. The Project does not contemplate a construction or operations accommodation camp, as personnel are expected to reside in surrounding communities.
Geology and geological interpretation
The Study Area location in western Tennessee represents the eastern flank of the Mississippi Embayment, a large, southward-plunging syncline within the Gulf Coastal Plain. The McNairy Formation represents a pro-grading deltaic environment during a regressive marine sequence. This deposition model is supported by the coarsening upward sequence grading from the glauconitic clay-rich Coon Creek Formation to the finer grained lower member of the McNairy Formation to the coarser grained upper member of the McNairy Formation.
The main mineralized zone at the Study Area is hosted stratigraphically in the lower member of the McNairy Formation, which dips gently to the west in the Study Area. The upper zone is also mineralized in some areas. Mineralization in the lower member had been traced for over 6.0 km along strike.
The base of mineralization range is relatively level from 266 feet to 367 feet above current sea level. Mineralization varies from 16 feet to 220 feet thick and averages 92 feet in thickness. Mineralization primarily occurs in two zones within the McNairy Formation. The main mineralized zones are interrupted by low-grade sand. The Gangue minerals are predominantly quartz and clays. The primary minerals associated with the mineralized horizons are altered ilmenite, zircon, rutile, staurolite, kyanite, monazite and xenotime.
Exploration, Drilling, Sampling and Data Verification
Exploration drilling within the Study Area comprises 156 drill holes, including 140 roto-sonic drill holes totaling approximately 18,517 feet and 16 reverse circulation drill holes totaling approximately 2,746 feet. Across the broader Titan property, IperionX has drilled 313 holes totaling approximately 37,343 feet. All drilling used in the Mineral Resource estimate was sonic drilling. Reverse circulation holes, hydrogeological holes and geotechnical holes were excluded from Mineral Resource estimation where appropriate due to concerns over sample representativeness or because the holes were drilled for purposes other than resource estimation.
Drill core samples were typically collected at 1.5-meter intervals unless geological contacts required alternative sample lengths. Samples were collected using industry-standard procedures for unconsolidated mineral sands material. Samples were placed in sealed bags, secured, and shipped to independent laboratories, including SGS Lakefield in Ontario, Canada and Bureau Veritas in Perth, Australia.
Analytical procedures included size fraction analysis, heavy liquid separation, X-ray fluorescence, laser ablation inductively coupled plasma mass spectrometry and QEMSCAN mineralogical analysis. Quality assurance and quality control procedures included matrix-matched in-house standards, blanks, field duplicates and laboratory duplicates. The Qualified Persons (QP) concluded that the sample preparation, security, analytical procedures and database are sufficient to support Mineral Resource and Mineral Reserve estimation.
Mineral resources
The mineral resource figures presented herein are estimates based on information available at the time of calculation. A “mineral resource” is a concentration or occurrence of solid material of economic interest in or on the earth’s crust in such form, grade, or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. Mineral resources are reported on an in situ basis, exclusive of mineral reserves. Mineral resources are subdivided in order of increasing geological confidence into inferred, indicated and measured categories. Metric tons of mineral resources containing total heavy minerals, included in the measured, indicated, and inferred resources, are those contained prior to losses during metallurgical treatment. The terms “measured resource”, “indicated resource”, and “inferred resource” mean the part of a mineral resource for which quantity and grade or quality are estimated on the basis of geological evidence and sampling that is considered to be comprehensive, adequate, or limited, respectively.
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Market fluctuations in the price of the underlying minerals which make up THM, as well as increased production costs or reduced metallurgical recovery rates, could change future estimates of resources.
We have reported mineral resources and mineral reserves in accordance with the requirements of S-K 1300. The Titan DFS is incorporated by reference as an exhibit to this annual report on Form 20-F. As of June 30, 2026, based on the Titan DFS, we have reported 296.9 million metric tons of mineral resources (exclusive of reserves) at a grade of 1.8% THM, containing 5.3 million metric tons of THM at a 0.4% THM cut-off, and 117.0 million metric tons of proven and probable mineral reserves as a grade of 3.2% THM, containing approximately 3.7 million metric tons of THM at a 0.85% THM cut-off. Mineralization occurs as a large and coherent near-surface deposit. The valuable heavy mineral component of the THM assemblage consists of zircon, rutile, ilmenite and rare earth element-bearing minerals (monazite and xenotime).
Mineral resources are reported above a cut-off grade of 0.4% THM. All material at or above the bottom cut-off grade of 0.4% used in a constraining pit shell is expected to be processed, on the basis that the incremental cost of selectively extracting this material, hauling it to a long- term stockpile, and subsequently reclaiming and re-placing the material into a mine void for progressive rehabilitation would be higher than the net cost (operating cost less revenue) of the central case method, being the processing of this material, extracting the contained valuable critical minerals for sale and immediately returning the remaining material, mostly silica sand, back to the deposit void.
The mineral resources were constrained within a conceptual pit shell that used the assumptions listed in the table below. An assumed vertical slope was applied to the pit shells. The vertical slopes are attainable due to low depths of mineralization, unconsolidated material and the active reclamation process.
Mineral Resource Estimate
The Mineral Resource estimate for Titan was prepared by Marshall Miller & Associates, Inc. in accordance with S-K 1300 and is current as at June 30, 2026. Mineral Resources are reported above a 0.4% THM cut-off grade and are reported on an in situ basis. Mineral Resources are reported exclusive of Mineral Reserves.
Mineral Resources are based on sonic drill data collected in 2020, 2021 and 2022, including 140 drill holes, 3,360 heavy mineral assay samples and 269 QEMSCAN mineralogical determinations. The block model was developed using Vulcan software and grade interpolation was completed using inverse distance weighting to the second power. The geological model includes overburden, waste, Upper McNairy, Lower McNairy and Coon Creek Formation units.
The reasonable prospects for economic extraction for the mineral resources were based on the parameters listed in the table below.
Mineral resources are reported exclusive of mineral reserves. Portions of the reported mineral resources may be converted to mineral reserves in the future; however, mineral resources do not have demonstrated economic viability and there can be no assurance that all or any part of a mineral resource will ultimately be converted to a mineral reserve.
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Assumptions Used in Defining Prospects of Economic Extraction
| Parameter | Units | Value | |||||||||
| Commodity price | |||||||||||
| Rutile | US$/t | 1,425 | |||||||||
| Ilmenite | US$/t | 340 | |||||||||
| Rare earth mineral concentrate | US$/t | 10,678 | |||||||||
| Zircon Concentrate | US$/t | 912 | |||||||||
| Metallurgical recovery | |||||||||||
| Rutile | % | 70.6 (81.2% mineral in product) | |||||||||
| Ilmenite | % | 85.0 (95.8% mineral in product) | |||||||||
| Heavy rare earth concentrate | % | 89.5 (87.8% mineral in product) | |||||||||
| Zircon concentrate | % | 91.2 (46.9% mineral in product) | |||||||||
| Operating costs | |||||||||||
| Mining cost | US$/m3 | 7.23 | |||||||||
| Processing cost | US$/ROM t | 3.09 | |||||||||
| Transport cost | US$/ROM t | 1.00 | |||||||||
| Reclaim/rehandle | US$/ROM t | Included in Mining cost | |||||||||
| Incremental in pit management | US$/ROM t | Included in Mining cost | |||||||||
| General and administrative cost | US$/ROM t | 0.95 | |||||||||
| Dewatering | US$/ROM t | 0.30 | |||||||||
| Wetlands mitigation cost | US$/Ha | 60,000 | |||||||||
| Stream mitigation cost | US$/linear m | 1,425 | |||||||||
| Royalty | % | 5 | |||||||||
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Inferred Mineral Resources are subject to greater uncertainty and may not be converted to Mineral Reserves.
Titan Project - Mineral Resources as of June 30, 2026
| Mineral Resource Estimate | THM assemblage | |||||||||||||||||||||||||
| In situ Metric Tons | THM | THM | Zircon | Rutile | Ilmenite | REE | ||||||||||||||||||||
| (%) | (t) | (%) | (%) | (%) | (%) | |||||||||||||||||||||
| Exclusive of Reserve | ||||||||||||||||||||||||||
| Measured (M) | 96,851,000 | 1.5 | 1,489,000 | 10.4 | 9.2 | 40.1 | 1.2 | |||||||||||||||||||
| Indicated (I) | 102,190,000 | 2.0 | 2,013,000 | 9.8 | 10.2 | 38.9 | 1.5 | |||||||||||||||||||
| Total M+I | 199,041,000 | 1.8 | 3,502,000 | 10.0 | 9.8 | 39.4 | 1.4 | |||||||||||||||||||
| Inferred (Inf) | 97,832,000 | 1.8 | 1,774,000 | 9.3 | 9.6 | 38.0 | 1.2 | |||||||||||||||||||
| Total M+I+Inf | 296,872,000 | 1.8 | 5,276,000 | 9.8 | 9.7 | 39.0 | 1.3 | |||||||||||||||||||
1.Mineral resources are reported using the definitions set out in Regulation S-K 1300 and are current as at June 30, 2026. Mineral resources are reported on an in-situ basis, exclusive of mineral reserves.
2.The third-party firm responsible for the estimate is Marshall Miller & Associates, Inc.
3.Mineral resources are reported within a conceptual pit shell that uses the key assumptions summarized in the table above.
4.Mineral resources are reported above a COG of 0.4% THM.
5.Property contains 199.0 Mt of mineral resources (Measured + Indicated) exclusive of mineral reserves.
6.Estimates have been rounded.
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Mineral Reserve Estimate
The Mineral Reserve estimate for Titan was prepared by Marshall Miller & Associates, Inc. in accordance with S-K 1300 and is current as at June 30, 2026. QPs considered pertinent modifying factors, inclusive of geological, environmental, regulatory, and legal factors, in converting a portion of the measured and indicated mineral resources to mineral reserves.
Optimization Parameters
| Item | Unit | Value | ||||||
| Geometry | ||||||||
Coordinate System | - | UTM-16N | ||||||
Overburden slope | ° | 26.6 | ||||||
Face slopes | ° | 35 | ||||||
Inter-ramp slope | ° | 29 | ||||||
Overall slope | ° | 27.4 | ||||||
Berm width | m | 5 | ||||||
Batter angle | ° | 35 | ||||||
Berm (batter) height (working) | m | 10 | ||||||
Berm (batter) height (final wall) | m | 10 | ||||||
Minimum mining width | m | 25 | ||||||
Ramp width | m | 25 | ||||||
Total depth | m | 55 | ||||||
Block dimension X | m | 25 | ||||||
Block dimension Y | m | 25 | ||||||
Block dimension Z | m | 1.542 | ||||||
| Mining | ||||||||
Production rate | ton/year | 3,529,000 to 10,588,000 | ||||||
Production schedule | Hours/Year | 8,760 | ||||||
Production schedule efficiency | % | 85 | ||||||
Ramp grade | % | 10 | ||||||
Concentrator recovery | ||||||||
Rutile | % | 70.6 (81.2% mineral in product) | ||||||
Ilmenite | % | 85.0 (95.8% mineral in product) | ||||||
Heavy rare earth concentrate | % | 89.5 (87.8% mineral in product) | ||||||
Zircon | % | 91.2 (46.9% mineral in product) | ||||||
Cutoff grade (COG) | % | 0.85 THM | ||||||
Specific gravity (ore) | - | 1.57 | ||||||
Specific gravity (waste rock) | - | 1.72 | ||||||
Specific gravity (Coon Creek Formation) | - | 1.54 | ||||||
Specific gravity (soil) | - | 1.72 | ||||||
Restrictions | - | floodplain & wetlands | ||||||
Swell factor | % | 12 | ||||||
Pit Loss/Dilution | % | 10 (in addition to low-grade interburden) | ||||||
Vertical rate of advance | m | 90 | ||||||
Battery limits | location | ROM Pile | ||||||
| Financial | ||||||||
Mining cost | US$/m3 | 7.23 | ||||||
Transportation cost | US$/ROM t | 1.00 | ||||||
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Processing cost | US$/ROM t | 3.09 | ||||||
Reclaim/rehandle | US$/ROM t | Included in mining cost | ||||||
Incremental in pit management | US$/ROM t | Included in mining cost | ||||||
General and administrative cost | US$/ROM t | 0.95 | ||||||
Dewatering | US$/ROM t | 0.30 | ||||||
Wetlands mitigation cost | US$/ha | 60,000 | ||||||
Stream mitigation cost | US$/ linear m | 1,425 | ||||||
Royalty | % | 5 | ||||||
Sales price rutile | US$/t | 1,425 | ||||||
Sales price ilmenite | US$/t | 340 | ||||||
Sales price rare earth concentrate | US$/t | 10,678 | ||||||
Sales price zircon concentrate | US$/t | 912 | ||||||
Mineral Reserves are reported on a run-of-mine basis at a 0.85% THM cut-off grade. The reference point for the Mineral Reserve estimate is material delivered to the process facilities. The Mineral Reserve estimate is based only on Measured and Indicated Mineral Resources. Inferred Mineral Resources were treated as waste and were not used to support Mineral Reserves or economic viability. The Titan DFS reports total Proven and Probable Mineral Reserves of 117.0 million metric tons at 3.2% THM containing approximately 3.7 million metric tons of THM at a 0.85% THM cut-off. Approximately 80% of the Mineral Reserve estimate is classified as Proven.
Titan Project Mineral Reserve Estimate
| Unit | Grand Total ROM Metric Tons | THM assemblage | |||||||||||||||||||||||||||
| THM | THM | Zircon | Rutile | Ilmenite | REE | ||||||||||||||||||||||||
| Proven | Probable | Total | (%) | (t) | (%) | (%) | (%) | (%) | |||||||||||||||||||||
| Upper McNairy | 24,565,000 | 2,415,000 | 26,980,000 | 2.3 | 620,000 | 6.2 | 6.2 | 23.6 | 0.2 | ||||||||||||||||||||
| Lower McNairy | 68,740,000 | 21,307,000 | 90,047,000 | 3.43 | 3,086,000 | 12.7 | 10.5 | 48.3 | 1.9 | ||||||||||||||||||||
| Total | 93,306,000 | 23,722,000 | 117,027,000 | 3.2 | 3,706,000 | 11.6 | 9.8 | 44.2 | 1.6 | ||||||||||||||||||||
1.Mineral reserves are reported using the definitions set out in Regulation S-K 1300 and are current as at June 30, 2026. Mineral reserves are reported on a ROM basis.
2.The third-party firm responsible for the estimate is Marshall Miller & Associates, Inc.
3.Mineral reserves are reported within a finalized mine design pit shell that uses the key Optimization Parameters summarized in the table above.
4.Mineral reserves are reported above a COG of 0.85% THM.
5.Ilmenite includes leucoxene, pseudorutile, and ilmenite and REE includes monazite, xenotime, and unclassified REE.
6.Estimates have been rounded.
Mining Methods
The Titan mine plan contemplates conventional surface mining using excavators and articulated haul trucks. Mining activities are expected to be conducted by a mining contractor. Mining contractors are expected to provide mobile mining equipment, operating labor and related support equipment.
The mine plan supports an initial 14-year mine life based entirely on Proven and Probable Mineral Reserves. Phase 1 production is planned at approximately 3.5 million metric tons per year of run-of-mine ore during Years 1 through 4. Phase 2 production is planned at approximately 10.0 million metric tons per year of run-of-mine ore during Years 5 through 14.
Run-of-mine material is expected to be transported from the mining areas to the Wet Concentrator Plant using conveyor systems. Dewatered tailings and waste material will be progressively returned to mined-out pits for backfilling and rehabilitation, reducing the long-term surface footprint associated with tailings storage.
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Mineral Processing and Metallurgical Testing
Metallurgical testwork completed in 2021 and 2023 supports the selected processing flowsheet. The testwork demonstrated that Titan mineralization is amenable to conventional mineral sands processing technologies and that saleable ilmenite, rutile, zircon concentrate and HREC products can be produced.
The process plant is divided across two principal sites: the Wet Concentrator Plant site and the Mineral Separation Plant and Rare Earth Plant site. The main process areas include the Mining Unit Plant, Feed Preparation Plant, Wet Concentrator Plant, Concentrate Upgrade Plant, Tailings Dewatering Circuit, Rare Earth Plant and Mineral Separation Plant.
The flowsheet uses conventional mineral sands technologies, including scrubbing, screening, desliming, wet gravity concentration, flotation, wet shaking tables, electrostatic separation and magnetic separation. The Rare Earth Plant is designed to recover an HREC that is heavy rare earth-dominant by value. The Mineral Separation Plant is designed to produce ilmenite, rutile and zircon products.
Metallurgical Recoveries and Product Quality
The overall performance estimates assume run-of-mine material containing approximately 3.2% in-size heavy mineral, including approximately 11.7% zircon, 9.8% rutile, 44.1% ilmenite and 1.6% rare earth elements within the heavy mineral assemblage, together with approximately 1.3% oversize material (>600 microns) and 14.8% slimes (<44 microns).
These overall performance estimates used the modelled grades and recoveries, as well as data estimated from metallurgical testwork for distribution of TiO2 between ilmenite/leucoxene and rutile and ratio of CeO2 to TREO, and are outlined below:
Metallurgical Recovery and Product Quality Summary
| Product | Recovery | Product Quality | ||||||
| Rutile | 64.3% | 91.1% TiO2 | ||||||
| Ilmenite | 80.7% | 62.5% TiO2 | ||||||
| HREC | 91.4% | 61.4% TREO | ||||||
| Zircon concentrate | 91.8% | 34.4% ZrO2 | ||||||
Titan HREC Estimated TREO Distribution (%)
| CeO₂ | Dy₂O3 | Er₂O3 | Eu₂O3 | Gd₂O3 | Ho₂O3 | La₂O3 | Lu₂O3 | Nd₂O3 | Pr₆O11 | Sc₂O3 | Sm₂O3 | Tb₄O7 | Tm₂O3 | Y₂O3 | Yb₂O3 | TREO | ||||||||||||||||||||||||||||||||||
| 25.15 | 0.90 | 0.39 | 0.16 | 1.49 | 0.16 | 11.72 | 0.04 | 11.30 | 3.08 | 0.004 | 2.05 | 0.20 | 0.05 | 4.39 | 0.32 | 61.40 | ||||||||||||||||||||||||||||||||||
Infrastructure
The planned Project infrastructure includes mining areas, conveyor systems, Wet Concentrator Plant, Mineral Separation Plant, Rare Earth Plant, water systems, electrical systems, process and non-process infrastructure, administration and maintenance facilities, laboratories and product handling facilities.
The Wet Concentrator Plant and mining pits are located in Benton and Carroll Counties, Tennessee, with the proposed Wet Concentrator Plant located in Carroll County. The proposed Rare Earth Plant and Mineral Separation Plant are located in Benton County outside the municipal limits of Camden. The distance between the Wet Concentrator Plant and the Rare Earth Plant / Mineral Separation Plant site is approximately 29 kilometers using county, state and U.S. routes.
The Project is expected to use existing regional infrastructure where available. Electricity is expected to be supplied via 161-kV transmission infrastructure near the Project area. The Company intends to evaluate renewable power options from regional power suppliers. Water is expected to be sourced from a combination of surface water and groundwater inflows, with potable water supplied through a well at the Wet Concentrator Plant site and municipal water at the Mineral Separation Plant site.
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Market Studies and Product Pricing
Market analysis and commodity price projections provided by IperionX are derived from independent third-party market studies. Titanium and zircon mineral sands market conditions and price forecasts are based on the Titanium Feedstock Price Forecast (Issue 3, 2025) prepared by TZ Minerals International Pty Ltd (TZMI). HREC pricing is based on the IperionX Rare Earth Concentrate Calculations (April 2026) prepared by Argus Media and Expected Payability for Rare Earth Concentrates from IperionX's Titan Project (April 30, 2026) prepared by Mine Value Partners. Magnet rare earth oxide supply and demand data referenced in this sub-section are based on the ‘Rare Earth Magnet Market Outlook to 2040’ report (Q4 2025) prepared by Adamas Intelligence.
The Titan DFS describes Titan as strategically significant to U.S. critical minerals supply chains because it is expected to produce titanium minerals, zircon and rare earth products from a domestic U.S. mineral resource base. The Project’s HREC contains strategically important rare earth elements, including dysprosium, terbium and yttrium.
Titan Product Prices
| Titan Product Prices used in economic analysis | Value (US$/t)(1) | ||||
| Rutile LOM Average Price | 1,471 | ||||
| Ilmenite LOM Average Price | 353 | ||||
| HREC LOM Average Price | 41,759 | ||||
| Zircon Concentrate LOM Average Price | 829 | ||||
Note:
(1) Real 2026 terms
Environmental, Permitting and Social Considerations
Environmental baseline studies were completed between 2020 and 2025 and included wetland delineation, hydrologic field work, threatened and endangered species habitat surveys, cultural resources background research, groundwater and surface water studies, waste and tailings characterization and other environmental studies.
The Tennessee Department of Environment and Conservation granted the Company a Surface Mining Permit (OM-70711-01) and a National Pollutant Discharge Elimination System Permit (TN0070711) on August 14, 2023. The Surface Mining Permit is a five-year permit and will require renewal and updates, with the first renewal required by August 14, 2028. The Titan DFS states that the Mineral Separation Plant and Rare Earth Plant are not currently permitted and will require additional permits and authorizations.
The Company expects that existing permits and agency approvals will require modification to incorporate the full mine plan. Additional permits and approvals may be required under federal, state and local laws, including those relating to wetlands, streams, water discharge, air emissions, endangered species, cultural resources, water withdrawal, construction and industrial stormwater and mine reclamation.
The waste and tailings disposal plan is integrated with the mine plan. Tailings are expected to be filtered and placed as backfill into mined-out pits as mining progresses, supporting progressive reclamation and reducing the long-term surface disturbance footprint.
Capital Costs
The Titan DFS capital cost estimate was prepared in accordance with the Project’s phased development approach and is reported in U.S. dollars. The estimate is described as a Class 3 estimate with a target accuracy range of ±15% and includes a nominal 10% contingency allowance applied to the direct and indirect costs of the design and supply estimate. Total Project capital is estimated at $381.3 million, consisting of Phase 1 capital of $228.1 million and Phase 2 incremental capital of $153.2 million.
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Capital Cost Summary
| Item | Phase 1 400 tph(1) (US$) | Phase 2 Incremental 800 tph (US$) | Total Phase 1 + Phase 2 (US$) | ||||||||
| Direct Costs | |||||||||||
| 1000 - Site Wide - Mining | 23,237,857 | 347,042 | 23,584,929 | ||||||||
| 1000 - Site Wide - Non process infrastructure | 18,316,630 | - | 18,316,630 | ||||||||
| 1000 - Site Wide - Balance of Scope | 18,499,189 | 3,191,001 | 21,690,190 | ||||||||
| 2000 - Feed Preparation Plant | 10,086,726 | 15,587,107 | 25,673,833 | ||||||||
| 3000 - Wet Concentrator Plant | 44,143,921 | 62,212,480 | 106,356,401 | ||||||||
| 4000 - Mineral Separation Plant | 25,058,422 | 33,435,617 | 58,494,039 | ||||||||
| 5000 - Rare Earth Plant | 33,181,069 | 1,240,555 | 34,421,625 | ||||||||
| 8000 - Mining Unit Plant | 1,304,793 | 2,133,248 | 3,438,041 | ||||||||
| Direct Costs Sub-total | 173,828,608 | 118,147,079 | 291,975,688 | ||||||||
| Indirect Costs | |||||||||||
| EPCM | 22,414,018 | 14,663,588 | 37,077,606 | ||||||||
| Temporary Facilities and Services | 2,240,370 | 1,247,800 | 3,488,170 | ||||||||
| Vendor's ME Installation Assistance | 250,000 | 190,000 | 440,000 | ||||||||
| Contractor's Pre-Commissioning Assistance | 186,342 | 244,769 | 431,111 | ||||||||
| Commissioning & Testing | 1,898,000 | 1,620,320 | 3,518,320 | ||||||||
| Spare Parts | 928,893 | 1,196,017 | 2,124,910 | ||||||||
| First Fills | 143,330 | 223,407 | 366,737 | ||||||||
| Indirect Costs Sub-total | 28,060,953 | 19,385,901 | 47,446,854 | ||||||||
| TOTAL No CONTINGENCY nor OWNER'S COSTS | 201,889,562 | 137,532,980 | 339,422,542 | ||||||||
| Owner's Costs | 5,598,338 | 1,637,627 | 7,235,964 | ||||||||
| Contingency | 20,638,419 | 14,027,432 | 34,665,851 | ||||||||
| TOTAL CAPEX 400tph and 800tph | 228,126,319 | 153,198,038 | 381,324,357 | ||||||||
Notes:
(1) metric tons per hour (tph)
Totals may not sum due to rounding.
Operating Costs
Operating cost estimates include mining, process plant operations, product transport and royalties. The operating cost estimate was prepared in U.S. dollars and has an expected accuracy of ±15%. Average Phase 1 operating costs are estimated at $13.31 per metric ton of ore. Average Phase 2 operating costs are estimated at $10.57 per metric ton of ore, reflecting the benefits of increased production scale.
Contingency
A nominal 10% contingency allowance was applied to the direct and indirect costs of the design and supply estimate. Contingency was not added to budget-estimate items. This allowance represents contractor’s contingency applicable to a fixed-price design and supply contract and sits outside of Owner’s contingency risk. Total contingency included in the capital cost estimate is approximately $34.7 million (Phase 1: $20.6 million; Phase 2 incremental: $14.0 million).
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Operating Cost Summary
| Operating Costs | US$/year | US$/t ore | ||||||||||||
| Phase 1 Average | Phase 2 Average | Phase 1 Average | Phase 2 Average | |||||||||||
| Mining | 21,505,614 | 64,334,874 | 6.32 | 6.22 | ||||||||||
| Process Plant | 15,520,852 | 27,967,350 | 4.56 | 2.70 | ||||||||||
| Product Transport | 3,558,600 | 8,900,738 | 1.05 | 0.86 | ||||||||||
| Royalties | 4,747,628 | 8,052,134 | 1.39 | 0.78 | ||||||||||
| Total Operating Costs | 45,332,694 | 109,255,096 | 13.31 | 10.57 | ||||||||||
Note: Totals may not sum due to rounding.
Economic Analysis
The economic analysis in the Titan DFS was prepared on an unlevered basis and assumes 100% equity financing. All financial results are expressed in real U.S. dollars. A real discount rate of 8% was applied. The analysis used product pricing derived from external market studies and Company analysis.
The Titan DFS reports that the Project generates approximately $1.93 billion of free cash flow over the life of mine and total EBITDA of approximately $2.80 billion. The after-tax financial model yields an NPV at an 8% discount rate (NPV8) of $813 million, an after-tax internal rate of return of 39.4% and an after-tax payback period of 3.63 years.
The Project is most sensitive to product pricing and grade, followed by operating costs and capital costs. Actual financial outcomes may differ materially from the feasibility study results due to changes in product prices, capital costs, operating costs, permitting conditions, financing terms, tax assumptions, metallurgical recoveries, production rates, construction schedule and other factors.
Feasibility Study Financial Results
| DFS Financial Results | UoM | Value | ||||||
| Total EBITDA | US$ million | 2,804 | ||||||
Pre-Tax NPV8 | US$ million | 1,016 | ||||||
| Pre-Tax IRR | % | 42.6 | ||||||
| Pre-Tax Payback Period | Year | 3.49 | ||||||
After-Tax NPV8 | US$ million | 813 | ||||||
| After-Tax IRR | % | 39.4 | ||||||
| After-Tax Payback Period | Year | 3.63 | ||||||
| NPV/Initial Capital | US$ | 3.56 | ||||||
| NPV/Total Capital | US$ | 2.13 | ||||||
Principal Risks and Uncertainties
The Titan Project is subject to risks typical of mineral development projects. The most significant risks include commodity price volatility; changes to market demand and product payability; permitting delays or conditions; uncertainty regarding wetlands, streams, water management and environmental compliance; contractor performance; availability of sufficient electrical power for the Phase 2 expansion; process performance, particularly in desliming, tailings dewatering and mineral separation; cost escalation; logistics constraints; supply chain availability; construction execution; financing availability; and changes in law, regulation, taxation or government policy.
The Titan DFS specifically identifies risks relating to potential commodity pricing declines, water discharge compliance, mining contractor underperformance, permitting or mitigation measures associated with streams and wetlands, Tennessee Valley Authority power availability, desliming circuit performance, high slimes material affecting throughput, and the ability to maintain appropriate building temperature and humidity for mineral separation plant performance.
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Development of Titan remains subject to final investment decision, securing financing on acceptable terms, completion of detailed engineering, procurement and construction planning, receipt or modification of required permits and approvals, successful construction and commissioning, and achievement of expected operating performance.
Opportunities
The Titan DFS identifies several project opportunities, including potential expansion of property holdings, upgrading Inferred Mineral Resources through additional drilling and mining study work, review of floodplain buffer allocations, potential variation of cut-off grade to optimize annual run-of-mine tonnage, expansion of optimized pit shells under different revenue factor assumptions, and additional resource potential in areas outside the current Study Area.
Processing opportunities include further modularization, optimization of piping pre-assembly and pipe rack design, additional logistics and transport studies, and further confirmatory metallurgical testwork to support detailed design, vendor guarantees and execution readiness.
Historic Pricing
Historic and forecast product prices ($/t, 2026 real terms, rounded).
| Product | Historic 2021 – 2025* (annual average, US$/t) | Forecast 2028 – 2042* (annual average US$/t) | ||||||||||||||||||
| Rutile | 1,335 | 1,471 | ||||||||||||||||||
| Chloride Ilmenite | 318 | 353 | ||||||||||||||||||
| Zircon (premium) | 1,818 | 1,907 | ||||||||||||||||||
*Source: Argus Media and TZMI. Historic prices converted to real 2026 U.S. dollars. Forecast averages derived from TZMI (Issue 3, 2025) base case. Zircon prices were used to calculate zircon concentrate prices.
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Historic and forecast individual REO prices ($/kg, 2026 real terms, rounded).
| Rare Earth Oxide | Historic 2021 – 2025* (annual average US$/kg) | Forecast 2028 – 2042* (annual average US$/kg) | ||||||||||||||||||
| La₂O₃ | 1.0 | 0.70 | ||||||||||||||||||
| CeO₂ | 1.3 | 2.24 | ||||||||||||||||||
| Pr₆O₁₁ | 93.7 | 158.64 | ||||||||||||||||||
| Nd₂O₃ | 97.3 | 151.98 | ||||||||||||||||||
| Sm₂O₃ | 2.6 | 7.65 | ||||||||||||||||||
Eu2O3 | 30.1 | 17.32 | ||||||||||||||||||
| Gd₂O₃ | 46.4 | 692.41 | ||||||||||||||||||
| Tb₄O₇ | 1,429 | 3,462 | ||||||||||||||||||
| Dy₂O₃ | 355 | 952.07 | ||||||||||||||||||
| Ho₂O₃ | 123 | 73.99 | ||||||||||||||||||
| Er₂O₃ | 45.9 | 66.14 | ||||||||||||||||||
| Yb₂O₃ | 15.5 | 20.53 | ||||||||||||||||||
| Lu₂O₃ | 871 | 1,074 | ||||||||||||||||||
| Y₂O₃ | 8.2 | 778.96 | ||||||||||||||||||
*Source: Historic REO prices from Argus Media (2021-2025 annual averages, real 2026 US dollars); Forecasted prices from Argus Media, IperionX Rare Earth Concentrate Calculations (April 2026), 2028-2042 simple average with 2041-2042 held flat at 2040 values.
Qualified Persons and Technical Report Summary Reference
The Titan DFS was prepared by Marshall Miller & Associates, Inc., Karst Geo Solutions, LLC, Mineral Technologies Pty Ltd and Primero Group Americas Inc. Marshall Miller & Associates, Inc. fulfilled the role of report integrator and was responsible for Mineral Resource and Mineral Reserve estimates, mine planning and mining cost estimation. Karst Geo Solutions, LLC was responsible for exploration results. Mineral Technologies Pty Ltd was responsible for mineral processing and metallurgical testing, with Etienne Raffaillac, MAusIMM acting as individual QP for the processing sections. Primero Group Americas Inc. was responsible for non-process infrastructure, related cost estimates and integration of the financial model.
The technical disclosure contained in this section is derived from the Titan DFS and should be read together with the complete Titan DFS, which is incorporated by reference as an exhibit to this annual report. Each QP is responsible only for the technical disclosure within such QP’s area of responsibility as set forth in the Titan DFS.
Cautionary Note Regarding Forward-Looking Technical Information
The Mineral Resource estimates, Mineral Reserve estimates, production targets, mine plan, metallurgical recovery assumptions, product specifications, capital cost estimates, operating cost estimates, economic analysis, development schedule and other technical information regarding Titan include forward-looking statements. These statements are based on assumptions contained in the Titan DFS and are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied.
Factors that could cause actual results to differ materially include changes in geological interpretation; changes in Mineral Resource and Mineral Reserve estimates; uncertainty regarding mining conditions; metallurgical performance; construction and commissioning performance; product pricing; product payability; capital and operating costs; inflation; foreign exchange; permitting, regulatory and environmental requirements; availability and terms of financing; contractor performance; supply chain disruption; availability of power, water, labor and equipment; weather events; and other risks described under “Risk Factors” and elsewhere in this annual report.
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The Company does not undertake any obligation to update forward-looking technical information except as required by applicable securities laws.
Comparison of mineral resources as of June 30, 2026 and June 30, 2025
During fiscal 2026, the Company completed the Titan DFS and reported its maiden Proven and Probable Mineral Reserve estimate of 117.0 Mt at 3.2% THM. No Mineral Reserves were reported in the prior year. The Mineral Reserve estimate was derived from portions of the Measured and Indicated Mineral Resources following application of the modifying factors and feasibility-level technical and economic analysis described in the Titan Project Technical Report Summary.
The Company's Mineral Resources, which are reported exclusive of Mineral Reserves in accordance with S-K 1300 of Regulation S-K, decreased from 431 Mt at 2.2% THM in the prior year (when no Mineral Reserves had been declared) to 296.9 Mt at 1.8% THM as of June 30, 2026. The decrease was primarily attributable to the conversion of a portion of the Measured and Indicated Mineral Resources to Mineral Reserves following completion of the DFS. Additional changes resulted from updates to the geological model, mineral assemblage data, resource estimation methodology and resource classification criteria incorporated into the June 2026 Mineral Resource estimate.
The updated estimate also introduced a Measured Mineral Resource category of 96.9 Mt at 1.5% THM and revised the distribution of metric tons among the Measured, Indicated and Inferred classifications based on the QPs' assessment of geological confidence and continuity. There was no depletion attributable to mining activities as the Titan Project was not in production during the reporting period.
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Comparison of Current and Prior Year Mineral Resource and Mineral Reserve Estimates (exclusive of reserves)
| Category | June 30, 2026 | Prior Year | Explanation of Material Change | ||||||||
| Measured Mineral Resource (exclusive of reserves) | 96.9 Mt at 1.5% THM | Nil / N.A. | Initial classification of Measured Mineral Resources following completion of the June 2026 DFS and incorporation of updated geological modeling, mineral assemblage data and resource classification criteria. | ||||||||
| Indicated Mineral Resource (exclusive of reserves) | 102.2 Mt at 2.0% THM | 241 Mt at 2.2% THM | Decrease reflects conversion of portions of the Indicated Mineral Resource to Mineral Reserves together with reclassification based on updated geological interpretation and resource modeling completed for the June 2026 DFS. | ||||||||
| Total Measured + Indicated Mineral Resource (exclusive of reserves) | 199.0 Mt at 1.8% THM | 241 Mt at 2.2% THM | Change reflects reserve conversion and revisions arising from updated geological modeling, mineral assemblage data and resource classification associated with the June 2026 DFS. | ||||||||
| Inferred Mineral Resource (exclusive of reserves) | 97.8 Mt at 1.8% THM | 190 Mt at 2.2% THM | Decrease reflects updated geological interpretation, resource estimation methodology and reclassification of certain areas supported by additional technical information incorporated into the June 2026 DFS. | ||||||||
| Total Mineral Resource (exclusive of reserves) | 296.9 Mt at 1.8% THM | 431 Mt at 2.2% THM | Decrease primarily reflects conversion of Measured and Indicated Mineral Resources into newly established Mineral Reserves, together with revisions resulting from updated geological modeling, mineral assemblage data and resource classification. Mineral Resources are reported exclusive of Mineral Reserves. | ||||||||
| Proven Mineral Reserve | 93.3 Mt | Nil / N.A. | Maiden Proven Mineral Reserve estimate established following completion of the June 2026 DFS and application of modifying factors to Measured Mineral Resources. | ||||||||
| Probable Mineral Reserve | 23.7 Mt | Nil / N.A. | Maiden Probable Mineral Reserve estimate established following completion of the June 2026 DFS and application of modifying factors to Indicated Mineral Resources. | ||||||||
| Total Proven + Probable Mineral Reserve | 117.0 Mt at 3.2% THM | Nil / N.A. | Reflects establishment of the Company's first Mineral Reserve estimate following completion of the June 2026 DFS. No Mineral Reserves were reported in the prior year. | ||||||||
Mineral resource internal controls
We maintain internal controls and procedures designed to support the preparation, review and documentation of the information used in the estimation of our Mineral Resources and Mineral Reserves. Geological, geotechnical, metallurgical, mining, environmental, permitting and economic data utilized in resource and reserve estimation are reviewed by appropriately qualified personnel, including QPs engaged by us, and are subject to established internal review and peer-review processes.
QPs evaluate the appropriateness of the assumptions, methodologies, input parameters and modifying factors used in the estimation and classification of Mineral Resources and Mineral Reserves and assess whether such estimates are reasonable based on the available data and prevailing technical and economic conditions.
Mineral Resource and Mineral Reserve estimates are inherently uncertain and are based on the interpretation of geological data, sampling results, engineering analyses, commodity price assumptions, operating and capital cost estimates, recovery assumptions and other factors that may prove to be inaccurate. Inferred Mineral Resources have the lowest level of geological confidence and may not be converted to Mineral Reserves. In addition, Mineral Reserves are based on the application of modifying factors and assumptions that may change over time.
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As additional information becomes available through exploration, development, mining operations, technical studies or changes in economic, regulatory, environmental or market conditions, Mineral Resource and Mineral Reserve estimates may be revised. Any material reduction in our Mineral Resources or Mineral Reserves, or a failure to realize the estimated grade, tonnage, recovery rates or economic assumptions underlying such estimates, could adversely affect our business, financial condition, results of operations, cash flows and future profitability.
Exploration and development plans
During the next twelve months, we may undertake further drilling to expand and increase confidence in the Titan Project deposit, as well as further metallurgical test work, hydrology and geotechnical studies, and the integrated Atlas-Titan economic assessment targeted for completion by the end of 2026, which may result in updates to our Mineral Resource and Mineral Reserve estimates.
The Titan DFS, which is current as at June 30, 2026, is incorporated by reference as an exhibit to this annual report on Form 20-F and supports our Mineral Resource and Mineral Reserve estimates. The Titan DFS demonstrates the Titan Project’s potential to be a domestic U.S. producer of titanium minerals, zircon concentrate and heavy rare earth concentrate for U.S. defense, permanent magnet, advanced manufacturing and titanium metal supply chains.
Following completion of the DFS, our project execution strategy is centered on a modular plant delivery approach designed to optimize schedule, cost certainty, and risk management. Subject to a Final Investment Decision, activities will progress through permitting, financing, and detailed engineering, with priority placed on early finalization of modular design packages to support off-site fabrication. Module fabrication and assembly will be undertaken in parallel with site civil works and infrastructure development, enabling a streamlined construction phase through staged delivery and rapid on-site installation. We will also prioritize long-lead equipment procurement and integrated logistics planning to ensure alignment between fabrication, transport, and site readiness. This approach is expected to reduce overall construction duration and facilitate efficient commissioning and ramp-up to steady-state operations, while maintaining appropriate contingencies and interface management across all workstreams.
Subject to market conditions and our ability to obtain financing and the required permits and approvals, our business plan for the Titan Project is to become a strategic, U.S. domestic source of high-quality and sustainable titanium and other critical mineral feedstocks, including rare earths, to the U.S.
We plan to effect our business plan as described in “Item 4. Information on the Company - B. Business Overview - Exploration and Development Plans.”
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this annual report on Form 20-F. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this annual report on Form 20-F, particularly those in the section of this annual report on Form 20-F entitled “Risk Factors.” The consolidated general purpose financial statements of the consolidated Company have been prepared in accordance with IFRS as issued by the IASB.
Critical accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied unless otherwise stated.
Our financial statements for fiscal 2026 are presented in U.S. dollars and have been prepared in accordance with IFRS.
This annual report includes consolidated financial statements for the years ended June 30, 2026, 2025, and 2024. However, as permitted by Instruction 6 to Item 5 of Form 20-F, a discussion of the year ended June 30, 2025 and 2024 has been omitted because such discussion was already included in Item 5 of IperionX’s annual report on Form 20-F for the year ended June 30, 2025.
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Business Strategy
IperionX is building a leading American titanium metal and critical material company - using patented titanium technologies to produce high performance titanium alloys, from titanium minerals or scrap titanium, at lower energy, cost and carbon emissions.
We are no longer seeking to establish whether HAMR™ can produce high-quality titanium at commercial scale; we are focused on how quickly and reliably we can ramp production, convert powder into qualified products and build recurring customer revenues. Following year-end, we strengthened the balance sheet through a capital raise, completed the Atlas acquisition and announced our intention to pursue a U.S. redomiciliation, subject to the required approvals, to align our corporate structure with our American operations and growth strategy. What makes IperionX unusual is the combination of proven breakthrough technology, a government-backed scale-up pathway, a domestic feedstock strategy, high-performance customer products and a second, high-value critical-minerals platform. These capabilities reinforce one another and provide multiple pathways to create long-term value.
Our commercial strategy prioritizes high-value, repeat-order products for which incumbent titanium supply chains are expensive, slow and material-intensive. Fasteners, impellers, track pins, brackets, gears, enclosures, plate and other products are attractive because IperionX's low-cost domestic powder and near-net-shape manufacturing can reduce machining, shorten lead times and generate materially less titanium waste while delivering high performance.
Customer programs advanced from material samples into finished-component testing, prototype purchase orders and funded scale-up development. U.S. Army and independent testing validated IperionX fasteners above comparable Society of Automotive Engineers (SAE) Grade 8 steel and standard aerospace titanium benchmarks. We also advanced programs with Carver Pump, American Rheinmetall, Ford and consumer-electronics customers. The U.S. Army extended the fastener program through a prototype purchase order for the Joint Light Tactical Vehicle (JLTV) and associated trailer. In addition, the U.S. Army extended funding for scaling production of a range of titanium mill products and components. This is the commercialization pathway: prove performance, qualify the product, establish repeatable manufacturing and convert validated programs into recurring production.
We plan to effect our business plan as described in “Item 4B. Information on the Company – Strategies.”
A.Operating Results
Financial Overview of IperionX
The following discussion relates to our consolidated results of operations, financial condition and capital resources. You should read this discussion in conjunction with our consolidated financial statements and the notes thereto incorporated by reference in this annual report.
| Year ended June 30, 2026 | Year ended June 30, 2025 | ||||||||||
| US$ | US$ | ||||||||||
| Continuing operations | |||||||||||
| Research and development costs | (25,193,985) | (12,748,973) | |||||||||
| Exploration and evaluation expenses | (5,380,636) | (2,894,369) | |||||||||
| Corporate and administrative expenses | (25,917,366) | (10,686,376) | |||||||||
| Business development expenses | (4,049,905) | (3,373,992) | |||||||||
| Share-based payment expenses | (9,166,334) | (9,568,191) | |||||||||
| Finance income | 1,871,307 | 3,550,633 | |||||||||
| Finance costs | (3,465,223) | (306,250) | |||||||||
| Other income and expenses | 4,534,380 | 678,843 | |||||||||
| Loss before income tax | (66,767,762) | (35,348,675) | |||||||||
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Year Ended June 30, 2026 Compared to Year Ended June 30, 2025
Research and development expenses
Research and development expenses encompass expenditures incurred by the Company in connection with the research and development of the Company’s titanium processing technologies, including salaries and related personnel expenses, subcontractor expenses, patent registration expenses, materials, and other related research and development expenses associated with processing operations.
Research and development costs have increased by $12.4 million from $12.7 million for fiscal 2025 to $25.2 million for fiscal 2026 principally due to increased staff costs and overheads to support our increased processing operations at our IPF in Utah and our TPF and AMC in Virginia, including commercialization and scale-up activities, materials, development of the GenX™ next-generation continuous HAMR™ platform, expansion of manufacturing capabilities and advancement of customer qualification programs.
Exploration and evaluation expenses
Exploration and evaluation expenses encompass expenditures incurred by the Company in connection with the exploration for and evaluation of mineral resources before the technical feasibility and commercial viability of extracting a mineral resource are demonstrable (other than costs associated with acquiring our exploration properties, which are capitalized), including drilling and sampling costs, technical and engineering studies, permitting costs and overhead costs associated with maintaining our exploration headquarters.
Exploration and evaluation expenses increased by $2.5 million from $2.9 million for fiscal 2025 to $5.4 million for fiscal 2026 principally due to an increase in technical and engineering work associated with the Titan Project.
Corporate and administrative expenses
Corporate and administrative expenses encompass overhead costs, such as maintaining our corporate headquarters, public company costs, audit and other fees for professional services, IT licenses and legal compliance.
Corporate and administrative expenses increased by $15.2 million from $10.7 million for fiscal 2025 to $25.9 million for fiscal 2026, principally reflecting increased personnel and employee-related costs, ERP system implementation and process enhancement initiatives, higher professional fees related to legal, audit, accounting and regulatory compliance matters, additional corporate infrastructure and overhead expenses required to support the continued growth, operational scale-up and strategic initiatives of the Company during fiscal 2026, and a non-recurring non-cash expenditure settled with share issuance.
Business development expenses
Business development expenses encompass costs of our customer engagement expenses, our secondary listing on Nasdaq, our investor relations expenses, including costs for press releases, maintenance of the Company’s website and our other investor marketing and information initiatives, and other fees for corporate advisory services.
Business development expenses increased by $0.7 million from $3.4 million for fiscal 2025 to $4.0 million for fiscal 2026. The nature and level of business development expenses remained largely consistent between both financial periods.
Share-based payment expense
Share-based payment expense encompasses expenses incurred by the Company in connection with ordinary shares, Restricted Stock Units, Unlisted Options and Performance Rights granted by the Company to officers, employees, consultants and other key advisors as part of remuneration and incentive arrangements.
Share-based payment expenses from such remuneration arrangements decreased by $0.4 million from $9.6 million for fiscal 2025 to $9.2 million for fiscal 2026, principally due to the ongoing expensing of existing equity awards over their vesting period and the decision to grant approximately 10.2 million additional equity awards during fiscal 2025 to secure the services of directors, employees and consultants to support our continued growth.
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Finance income
Finance income encompasses interest income and foreign exchange gains.
Finance income decreased by $1.7 million from $3.6 million for fiscal 2025 to $1.9 million for fiscal 2026, principally due to a decrease of $1.3 million in foreign exchange gain related to transactions denominated in currencies other than the functional currency for each of our subsidiaries. In addition, we had a decrease of interest income of $0.3 million due to our decreased cash balances. We expect our foreign currency exchange gains and losses to continue to fluctuate in the future as foreign currency exchange rates change.
Finance costs
Finance costs encompass interest expenses and foreign exchange losses.
Finance costs increased by $3.2 million from $0.3 million for fiscal 2025 to $3.5 million for fiscal 2026, principally due to an increase of $3.2 million in foreign exchange losses related to transactions denominated in currencies other than the functional currency for each of our subsidiaries.
Other income and expenses
For fiscal 2026, we had $4.6 million in other income primarily related to income from the U.S. DoW for reimbursements for expenditures related to the Titan Project DFS in conjunction with the IBAS agreement. See Note 1(aa) to our audited consolidated financial statements for fiscal 2026, included in this annual report. The income was offset by a loss of $0.1 million relating to certain property, plant and equipment. For fiscal 2025, we had other income of $0.9 million principally from the IBAS program noted above, which was offset by a loss of $0.3 million relating to certain plant and equipment.
B.Liquidity and Capital Resources
The liquidity and capital resources discussion that follows contains certain estimates as of the date of this annual report of our estimated future sources and uses of liquidity (including estimated future capital resources and capital expenditures) and future financial and operating results. These estimates reflect numerous assumptions made by us with respect to general business, economic, regulatory, market and financial conditions, industry conditions and other future events, and matters specific to our businesses, all of which are difficult or impossible to predict and many of which are beyond our control. Please carefully read the risks discussed in “Risk Factors” contained in this annual report which describe significant risks and uncertainties that may affect us and our financial conditions.
Sources and Uses of Liquidity
We have commenced commercial titanium manufacturing operations but have not yet achieved production volumes sufficient to generate significant revenue or positive operating cash flow and expect to continue to incur losses during the research and development of our metals technologies, the commissioning and scale-up of our metals production facilities, and the exploration and evaluation of our mineral properties. Our operations have been financed by proceeds from issuances of ordinary shares and government funding.
At June 30, 2026, we had cash reserves of $35.2 million and net assets of $88.3 million. Our primary use of cash currently comprises the research and development of our metals technologies, the commissioning and scale-up of our metals production facilities, the exploration and evaluation expenditures relating to our mineral properties in the U.S. and administrative and corporate costs.
On July 7, 2026, we completed the placement of 2,275,000 new fully paid ADSs; each representing 10 ordinary shares, to raise gross proceeds of approximately $50 million before costs.
We incurred net losses of $66.8 million and $35.3 million for fiscal 2026 and fiscal 2025, respectively. We incurred net cash outflows from operating and investing activities of $63.5 million and $46.1 million for fiscal 2026 and fiscal 2025, respectively. We believe that we will continue to incur net losses until such time as we commence commercial scale production of titanium metals and/or critical minerals.
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If we decide to expand the capacity of our Titanium Manufacturing Campus, this might require significant additional funds, which would require future debt or equity financings. Similarly, if we ultimately make a decision to develop the Titan Project, this will require significant additional funds, which might require future debt or equity financings.
We may decide to pursue additional financing activities to facilitate development activities at the Titan Project and to fund working capital and expansion projects. We expect that such financing would result in additional sales or issuances of our ordinary shares or ADSs, but we also may engage in debt financing.
If we decide to raise capital by issuing equity securities, the issuance of additional ordinary shares or ADSs would result in dilution to our existing shareholders. We cannot assure you that we will be successful in completing any financings or that any such equity or debt financing will be available to us if and when required or on satisfactory terms.
Funding Requirements and Capital Expenditures
Our capital expenditures amounted to $19.0 million for fiscal 2026 and $17.6 million for fiscal 2025 which represents the purchase of property, plant, and equipment and exploration and evaluation properties.
Using our technologies, we have now transitioned to be a commercial producer of titanium metal products in the U.S. Titanium powder production commenced in 2024 and, by 2025, nameplate capacity has increased by 60% from 125 metric tons per year (tpa) to 200 tpa, driven by operational and technology process improvements with no additional capex.
During fiscal 2024, the U.S. DoW contracted to award the Company $12.7 million in funding under the DPA Title III authorities. This funding has been or will be applied towards the Titanium Manufacturing Campus to reach its initial Phase I production capacity of 125 tpa. Title to all assets purchased by IperionX with funds from the U.S. government vests with the U.S. government during the term of the technology investment agreement. At the end of the agreement, title may be transferred back to the Company subject to certain conditions.
The Company can acquire equipment or real property and designate the related purchase price as reflecting the U.S. government’s share of funding or the Company’s share of funding. To the extent designated as the U.S. government’s share, the Company is entitled to request reimbursement from time to time of the cost to purchase. Title to all equipment and real property acquired with federal funds vests with the U.S. government throughout the agreement. The U.S. government can elect to, but is not obliged to, transfer such title to all or a portion of the equipment or real property to the Company at the end of the agreement, which is scheduled to terminate on January 30, 2027, if the Company’s performance is satisfactory and provided that (a) the Company has used the equipment or real property for the authorized purposes of the project funding until funding for the project ceases, (b) the Company has not encumbered the equipment or real property without approval of the U.S. government, and (c) the Company has otherwise complied with the terms of the agreement. All equipment acquired with federal funds is tagged and segregated from equipment acquired with Company funds using a Property Control List that tracks all equipment purchased under the agreement. The Property Control List is submitted quarterly to the U.S. government and includes a description of the equipment, an asset number, manufacturer's serial number, ordered date, received date, installed date, location of the asset, and disposition date (if applicable). When the equipment arrives at our Virginia facility, it is tagged with an identification tag marked “Property of the Government of the United States” and which also included the serial number, asset number, and date received.
Through June 30, 2026, the Company has used government funds primarily to acquire equipment used to produce titanium powder from recycled sources of scrap at the construction site. The assets acquired are designed to establish, outfit and operationalize the TPF in accordance with the Statement of Work included in the DPA agreement. Although these assets are integral to the operation of the TPF, in the scenario in which the U.S. government does not relinquish these assets to the Company at the end of the agreement, the Company would seek to acquire or lease such equipment from the U.S. government, replace such equipment with new equipment using the Company’s existing cash reserves, or consider other options. See “Item 3. Key Information – D. Risk Factors - Risks Related to Our Business - Some of our assets used in the TPF are acquired with federal government funds. The U.S. government holds the title with respect to such assets.”
In February 2025, the Company was awarded up to $47.1 million by the U.S. DoW to strengthen the U.S. Defense Industrial Base by accelerating the scale-up of a resilient, low-cost, and fully-integrated U.S. mineral-to-metal titanium supply chain. The program will be matched with $49.2 million in funding by IperionX, for a total funding amount of $96.3 million. This funding aims to bolster the U.S. defense industrial base by developing a fully integrated, low-cost titanium supply chain sourced domestically. The project scope under the IBAS program had been revised to prioritize accelerated expansion of IperionX’s titanium metal and manufacturing production capacity at IperionX’s Virginia Titanium
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Manufacturing Campus. As part of the initial phase, the DoW obligated $5.0 million, and IperionX contributed $1.0 million, to expedite the Titan Project in Tennessee to ‘shovel-ready’ status, an important milestone in securing a new domestic source of titanium, rare earths and zircon critical minerals. Government reimbursements provided as grants are subject to conditional funding provisions. Grants for the initial phase are recognized as “Other income and expenses” in the consolidated statements of profit or loss and other comprehensive income (loss), once all conditions for reimbursement are met.
The DoW obligated an additional $12.5 million in August of 2025, $25.0 million in September of 2025 and $4.6 million in January of 2026, through the IBAS program to purchase orders for long-lead, major capital equipment required for the next stage of capacity scale-up to approximately 1,400 metric tons per year at the Virginia Titanium Manufacturing Campus.
As of June 30, 2026, the Company has incurred costs of $5.0 million toward the Titan Project DFS and has requested reimbursements from U.S. DoW in the amount of $4.1 million (2025: $0.9 million) which is recognized as “Other income and expenses” in the consolidated statements of profit or loss and other comprehensive income. We have received cash reimbursements from the U.S. DoW of $4.6 million during the twelve months ended June 30, 2026 (2025: $0.1 million).
We retain optionality to expand the capacity of the TPF to approximately 1,400 tpa of angular titanium powder. Comprehensive engineering, commercial, and financial studies are underway to review potential product mix, production scale, and associated capital and operational expenditures at higher production levels. If we ultimately decide to expand the capacity of the TPF to approximately 1,400 tpa, this will require additional funds, which may require future debt, government or equity financings.
If we make a Final Investment Decision to develop the Titan Project, this will require substantial additional funding, which may require future debt or equity financings or joint venture partnership.
Cash Flows
The following table summarizes our sources and uses of cash for the years ended June 30, 2026 and 2025:
| Year ended June 30, 2026 | Year ended June 30, 2025 | ||||||||||||||||
| US$ | US$ | ||||||||||||||||
| Net cash provided by (used in): | |||||||||||||||||
| Operating activities | (44,954,662) | (21,797,685) | |||||||||||||||
| Investing activities | (18,561,056) | (24,277,010) | |||||||||||||||
| Financing activities | 43,181,569 | 67,991,632 | |||||||||||||||
| Net (decrease) increase in cash and cash equivalents | (20,334,149) | 21,916,937 | |||||||||||||||
Operating Activities
For fiscal 2026, net cash used in operating activities was $45.0 million ($21.8 million for 2025). Net cash used in operating activities represents payments to suppliers and employees and interest paid and received.
Investing Activities
For fiscal 2026, net cash used in investing activities was $18.6 million ($24.3 million for 2025). Net cash used in investing activities represents the purchase of exploration and evaluation properties, the purchase of property, plant and equipment, and payments related to the IP acquisition.
Financing Activities
For fiscal 2026, net cash provided by financing activities was $43.2 million ($68.0 million for 2025). Net cash provided by financing activities primarily represents proceeds and costs from the issuance of ordinary shares, and payment of the principal portion of lease liabilities.
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Off-balance sheet arrangements
During fiscal 2026 and 2025, we did not have any off-balance sheet arrangements.
C.Research and Development, Patents and Licenses
IperionX’s R&D policies are focused on optimizing its R&D resources relating to human talent, infrastructure, and working with select partners including leading academic institutions to bring specific, high-level skills to its core R&D projects. These projects include the commercialization of patented technologies to produce low-cost, low-carbon titanium products and powders, as well as recycled scrap. The core technologies behind IperionX’s products were discovered by researchers at the University of Utah. IperionX acquired and holds the exclusive rights to commercialize these technologies. IperionX’s R&D activities may also extend to its Titan Project in Tennessee, which will incorporate surface mining activities and mineral processing activities at a nearby Wet Concentrator Plant and dry Mineral Separation Plant.
D.Trend Information
Key trends affecting our operating results and capital requirements include the ramp-up of titanium manufacturing operations in Virginia, customer qualification activity, expansion of titanium production and downstream manufacturing capacity, inventory associated with commercial operations, completion of the Titan Project DFS, establishment of Proven and Probable Mineral Reserves, and advancement of the Atlas-Titan integration strategy. Our future operating results will depend in part on our ability to execute these initiatives, achieve targeted production rates and yields, qualify products with customers, secure additional financing and, if approved, advance development of the Titan Project.
E.Critical Accounting Policies and Estimates
See Note 1 to our audited consolidated financial statements for fiscal 2026, included in this annual report.
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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.Directors and Senior Management
The following discussion sets forth information regarding our directors and executive officers as of the date of this annual report on Form 20-F. In accordance with the ASX Listing Rules, a Director (other than the Managing Director) must not hold office, without re-election, past the third annual general meeting following the Director’s appointment or three years, whichever is longer. The following table lists the names of our directors and executive officers. The business address for each director and member of senior management is c/o Level 5, 56 Pitt Street, Sydney NSW 2000, Australia.
| Name | Age | Position | ||||||||||||
| Todd W. Hannigan | 52 | Executive Chairman | ||||||||||||
| Anastasios (Taso) Arima | 42 | Chief Executive Officer and Managing Director | ||||||||||||
| Lorraine M. Martin | 64 | Lead Independent Non-Executive Director | ||||||||||||
| Vaughn W. Taylor | 41 | Independent Non-Executive Director | ||||||||||||
| Tony Tripeny | 67 | Independent Non-Executive Director | ||||||||||||
| Melissa G. Waller | 56 | Independent Non-Executive Director | ||||||||||||
| Beverly M. Wyse | 63 | Independent Non-Executive Director | ||||||||||||
| Michael J. Loparco | 55 | Independent Non-Executive Director (appointed August 3, 2026) | ||||||||||||
| Toby E. Symonds | 57 | President and Chief Strategy Officer | ||||||||||||
| W. Scott Sparks | 64 | Chief Operating Officer | ||||||||||||
| Dominic P. Allen | 42 | Chief Commercial Officer | ||||||||||||
| Marcela R. Castro | 54 | Chief Financial Officer | ||||||||||||
Note: Unless otherwise stated, Directors held their office from July 1, 2025 until the date of this report. Board Committee composition noted below was effective as of August 3, 2026.
Todd Hannigan (52 years of age) – Executive Chairman
Mr. Hannigan was appointed as Non-Executive Chairman of IperionX on February 1, 2021, and as Executive Chairman on May 24, 2021.
Todd Hannigan has over 29 years of global experience in natural resources as company founder, chief executive officer, private capital investor and non-executive director. Mr. Hannigan has worked internationally in the natural resources sector including for Piedmont Lithium Inc., Aston Resources, Hanson PLC and BHP Billiton. Mr. Hannigan holds a Bachelor of Engineering (Mining) from The University of Queensland and an MBA from INSEAD.
Other Public Directorships:
•Brazilian Rare Earths (January 2023 – present)
•Alurion Resources Limited (May 2026 - present)
Anastasios (Taso) Arima (42 years of age) – Chief Executive Officer and Managing Director
Mr. Arima is a founder of IperionX and was appointed as Executive Director on December 1, 2020, and as Managing Director and CEO of the Company on March 1, 2021.
Anastasios (Taso) Arima has over 16 years of experience in founding and developing critical material companies in North America. Mr. Arima was a founder and director of Piedmont Lithium and was instrumental in the development of the company. Mr. Arima attended the University of Western Australia and earned a Bachelor of Commerce whilst studying for a Bachelor of Engineering.
Other Public Directorships: InVert Graphite Limited (November 2021 – present)
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Lorraine M. Martin (64 years of age) – Lead Independent Non-Executive Director
President and CEO of the National Safety Council
IperionX Director since September 13, 2021
Lorraine M. Martin is a director, President and CEO of the National Safety Council, serving in this position since June 2019. She is also co-founder and President of Pegasus Springs Foundation, a non-profit organization focused on education and mentoring. Ms. Martin is the retired Executive Vice President and Deputy of Rotary and Mission Systems (“RMS”) for Lockheed Martin Corporation, a global aerospace, defense, security and advanced technologies company. Prior to RMS, Ms. Martin was Executive Vice President and General Manager for the F-35 Lightning II Program for Lockheed Martin Aeronautics Company. Her leadership of the F-35 program earned Pentagon recognition for reducing program costs while increasing production and fielding more aircraft worldwide. She joined Lockheed Martin in 1988 and during her tenure, held a variety of high visibility leadership positions across the corporation. Prior to joining Lockheed Martin, she served as an officer in the U.S. Air Force, holding various leadership positions for software intensive technology and development programs. She has a Master of Science degree in Computer Science from Boston University and a Bachelor of Arts degree in Computational Mathematics from DePauw University.
Other Public Directorships: Kennametal Inc. (July 2018 – present)
IperionX Board Committees: Lead Independent Director, Nominating and Governance Committee
Vaughn Taylor (41 years of age) – Independent Non-Executive Director
Former Executive Director and Chief Investment Officer of AMB Capital Partners
IperionX Director since March 3, 2021
Vaughn Taylor previously served as Executive Director and Chief Investment Officer of AMB Capital Partners, (“AMB”) the global investment platform of the Bennett Family. Mr. Taylor was responsible for executing on the investment strategy, expanding the investment portfolio into international markets and sourcing new investment opportunities. Mr. Taylor is an active global investor and is a board member of a number of listed and private market organizations both in Australia and the U.S. across a range of sectors. Mr. Taylor holds a Bachelor of Business (Accounting) and a Master of Business (Real Estate) from RMIT University. Mr. Taylor also holds a Graduate Diploma in Applied Finance and Investment from Financial Services Professional Body, (FINSIA).
Other Public Directorships: Mixed Martial Arts Group Limited (formerly Alta Global Group Ltd) (August 2021 – present)
IperionX Board Committees: Compensation Committee (chair)
Tony Tripeny (67 years of age) – Independent Non-Executive Director
Former Executive Vice President and Chief Financial Officer of Corning Incorporated
IperionX Director since March 17, 2025
Tony Tripeny brings over 40 years of financial and operational leadership in advanced manufacturing, technology and materials science. Mr. Tripeny’s successful 36-year career at Corning Incorporated, a global innovator and leader in advanced materials science, included senior roles of Executive Vice President and Chief Financial Officer, as well as Senior Vice President and Corporate Controller, until his retirement in 2022. Mr. Tripeny currently serves as a Director at Mesa Laboratories and Origin Materials. He holds an economics degree from the Wharton School of Business at the University of Pennsylvania.
Other Public Directorships:
•Mesa Laboratories, Inc. (NASDAQ: MLAB) (2022 – present),
•Origin Materials, Inc. (NASDAQ: ORGN) (May 2023 - present)
IperionX Board Committees: Audit Committee (chair), Compensation Committee
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Melissa G. Waller (56 years of age) – Independent Non-Executive Director
Former Deputy Treasurer and Chief of Staff for the North Carolina Department of State Treasury
IperionX Director since September 13, 2021
Melissa G. Waller has over 30 years’ experience as a senior finance executive and is President for the AIF Institute, providing essential education, research and resources to investors and investment firms globally with over US$50 trillion assets under management. Ms. Waller is the former Deputy Treasurer and Chief of Staff for the North Carolina Department of State Treasury, where she successfully oversaw Department strategic planning, operations, and public-policy implementation, along with a staff of more than 400 employees, including the North Carolina Retirement Systems, the pension fund for the state and the tenth largest public pension fund in the U.S., with assets in excess of US$90 billion. Ms. Waller has served as Chair of the Department’s Corporate Governance Committee, as well as on the Council of Institutional Investors Board of Directors and the Governor’s Board of Innovation for the North Carolina University System. She currently serves as Executive Program Director for the National Institute of Public Finance, as well as Director of Public and Private Partnerships for the Kenan Institute. Ms. Waller has a bachelor’s degree in journalism and mass communications from the University of North Carolina.
IperionX Board Committees: Nominating and Governance Committee (chair), Audit Committee
Beverly M. Wyse (63 years of age) – Independent Non-Executive Director
Former President of Shared Services, Boeing
IperionX Director since September 13, 2021
Beverly M. Wyse worked for over 30 years at Boeing, most recently as President of Shared Services, a multi-billion dollar operating group. In that role, she refocused and restructured the organization and also delivered improved efficiency and performance. Previously, she was Vice-President & General Manager of Boeing South Carolina, a major manufacturing, assembly and delivery site for Boeing where she led the team through successful production rate increases, major improvements in workforce relations and significant reductions in operating costs. Throughout her extensive career at Boeing, Ms. Wyse also successfully led the 737, 767 and 787 Charleston programs. Ms. Wyse holds an MBA and a B.Sc. in Mechanical Engineering from the University of Washington.
Other Public Directorships: Héroux-Devtek Inc. (February 2019 – February 2025)
IperionX Board Committees: Audit Committee, Compensation Committee
Michael J. Loparco (55 years of age) - Independent Non-Executive Director
Chief Executive Officer and Co-Founder of OrcaWorcs.ai; former Chief Executive Officer of Symbotic Inc.
IperionX Director since August 3, 2026
Michael J. Loparco is the Chief Executive Officer and Co-Founder of OrcaWorcs.ai and the former Chief Executive Officer of Symbotic Inc. (Nasdaq: SYM), where he led the company through its 2022 public listing. Mr. Loparco previously spent more than 20 years at Jabil Inc., including as Chief Executive Officer of Jabil EMS and Executive Vice President, overseeing global manufacturing and supply chain operations across 25 countries. Prior to this, he served as Chief Executive Officer of Jabil’s Engineered Solutions Group. He began his career as a corporate attorney at Holland & Knight LLP. Mr. Loparco holds a Bachelor of Arts in International Business from Eckerd College and a Juris Doctor, cum laude, from Stetson University College of Law.
Other Public Directorships:
•Sanmina Corporation (NASDAQ: SANM) (March 2025 to present)
•iRobot Corp (August 2024 - January 2026)
IperionX Board Committees: Nominating and Governance Committee, Compensation Committee
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Toby E. Symonds (57 years of age) – President and Chief Strategy Officer
Toby E. Symonds has over 30 years of experience in finance and asset management. This includes advisory board roles across private equity and real estate investment firms and executive leadership positions within global hedge fund firms and investment banking firms based in London, New York and San Francisco. Mr. Symonds has core competencies in capital markets, corporate strategy, product development, business development, management information systems and project and team management. Mr. Symonds graduated from North Carolina State University. Mr. Symonds was appointed President and Chief Strategy officer effective November 1, 2022.
Scott Sparks (64 years of age) – Chief Operating Officer
Scott Sparks brings more than 30 years of experience as an engineer and senior executive to the design, construction, and operations of industrial plant facilities in the critical resources industry. He has been a founder and senior management team member at several companies, most recently at Performance Industries, a construction and contract operations firm in West Virginia and at DRA Taggart, a Pennsylvania-based provider of construction and engineering services to the resources industry. Mr. Sparks earned a B.S. degree in Mining Engineering from West Virginia Institute of Technology. Mr. Sparks was appointed as an executive officer effective September 1, 2022.
Dominic Allen (42 years of age) – Chief Commercial Officer
Dominic Allen has over 15 years’ commercial experience, including senior roles with Sovereign Metals Limited, Rio Tinto Limited and Oyu Tolgoi LLC. Mr. Allen previously worked for Ernst & Young Transaction Advisory Services, completing resource and industrial transactions both in Australia and internationally. Mr. Allen holds a Bachelor of Commerce and a Bachelor of Science (Hons) from the University of Western Australia and is a Member of the Chartered Accountants Australia and New Zealand. Mr. Allen was appointed as Chief Commercial Officer of the Company effective December 1, 2020.
Marcela Castro (54 years of age) – Chief Financial Officer
Marcela Castro is an experienced finance professional with over 25 years’ experience in global finance leadership for companies across multiple industries, including green technology, manufacturing, mining and industrial and consumer products. Ms. Castro has expertise in U.S. public company accounting, financial analysis and strategic planning. Ms. Castro started her career at Arthur Andersen and progressed across international finance roles with Colgate-Palmolive, Jaguar Mining, the Rev Group and Proterra Inc. Ms. Castro holds a Bachelor of Business Administration with Pontificia Universidade Catolica and an Executive MBA with IBMEC. Ms. Castro was appointed Chief Financial Officer effective from December 21, 2023.
Family Relationships
There are no family relationships between any members of our executive management and our directors.
Arrangements for Election of Directors and Members of Management
There are no contracts or other arrangements pursuant to which directors have been or must be selected.
B.Compensation
Overview
IperionX is a U.S.–based titanium technology and manufacturing company listed on both the ASX and Nasdaq. Our executives, employees, customers, and operating assets are overwhelmingly in the U.S., and our strategy is anchored in building a low-cost and resilient U.S. titanium supply chain.
The Remuneration Framework for KMP is developed by the Board and its Compensation Committee, with independent advice from Pearl Meyer (U.S.). It is designed to:
•Compete for U.S. leadership talent in advanced manufacturing and hard-tech;
•Align rewards to long-term shareholder value, strategic execution, and long-term success;
•Reinforce multi-year commitment to scaling operations safely, reliably and profitably; and
•Drive performance while managing risk, particularly during rapid commercial scale-up.
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Our structure combines fixed remuneration with a meaningful “at-risk” component across short- and long-term incentives. Deliberately lower fixed pay and a higher proportion of performance-based long-term equity ensure executive outcomes closely mirror shareholder outcomes. A significant share of total compensation is contingent on achieving clearly defined milestones tied to value creation.
Remuneration Benchmarking Overview
As noted in our FY 2025 Annual Report, from late 2024 to April 2025, the Compensation Committee engaged Pearl Meyer, a U.S.-based independent remuneration consultant, to review IperionX’s remuneration structure, policy, and strategy for executives and employees. This review was prompted by the Company’s significant growth since the last benchmarking exercise and by stakeholder feedback on previous Remuneration Reports.
Pearl Meyer benchmarked IperionX against comparable U.S. businesses, reflecting IperionX’s position as a U.S.-based technology and metals manufacturing company rather than an ASX resource company.
Executive Remuneration
The Group’s executive remuneration policy is to provide a fixed remuneration component and a performance-based component (STIs and LTIs). The Board believes that this remuneration policy is appropriate given the considerations discussed in the section above and is appropriate in aligning executives’ objectives with shareholder and business objectives.
In a significant year for IperionX, executive KMP demonstrated strong performance, and their remuneration outcomes reflect their performance and significant contributions in fiscal 2026.
Fixed Remuneration
Fixed remuneration consists of base salaries, as well as employer 401(k) contributions or contributions to superannuation funds and other non-cash benefits. Non-cash benefits may include provision of motor vehicles, rental allowance, health care benefits, health insurance, and life insurance.
Fixed remuneration is reviewed annually by the Board. The process consists of a review of company and individual performance, relevant comparative remuneration externally and internally and, where appropriate, external advice on policies and practices.
As outlined above, the fixed remuneration of Executive KMP was benchmarked to peer comparator groups, with an average increase of 5% across KMP as per the below table:
| Executive KMP | Previous (US$) | Current (US$) | Increase (US$) | Increase (%) | ||||||||||||||||||||||
| Todd Hannigan (Executive Chairman) | 385,000 | 402,000 | 17,000 | 4% | ||||||||||||||||||||||
| Anastasios Arima (CEO) | 550,000 | 575,000 | 25,000 | 5% | ||||||||||||||||||||||
| Toby Symonds (President and CSO) | 523,000 | 546,000 | 23,000 | 4% | ||||||||||||||||||||||
| W. Scott Sparks (COO) | 315,000 | 325,000 | 10,000 | 3% | ||||||||||||||||||||||
| Dominic Allen (CCO) | 315,000 | 325,000 | 10,000 | 3% | ||||||||||||||||||||||
| Marcela Castro (CFO) | 290,000 | 325,000 | 35,000 | 12% | ||||||||||||||||||||||
Performance Based Remuneration – Short-Term Incentive
Some executive KMP are entitled to an annual cash bonus upon achieving various KPIs, as set by the Board. Having regard to the current size, nature and opportunities of the Group, the Board has determined that these KPIs will include measures related to successful completion of activities as outlined in the below table. Prior to the end of each financial year, the Board assesses performance against these criteria.
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The following table sets out the key criteria which were set by the Board and used to determine executive STI outcomes paid during the fiscal year 2026:
| Feature | Description | |||||||||||||||||||||||||
| Eligibility | Limited to select employees, as determined by the Board. | |||||||||||||||||||||||||
| Opportunity | The target opportunity as a percentage of fixed remuneration is set out below: | |||||||||||||||||||||||||
| Executive KMP | Target STI (% of FR) | |||||||||||||||||||||||||
| Todd Hannigan (Executive Chairman) | 70% | |||||||||||||||||||||||||
| Anastasios Arima (CEO) | 70% | |||||||||||||||||||||||||
| Toby Symonds (President and CSO) | 70% | |||||||||||||||||||||||||
| W. Scott Sparks (COO) | 50% | |||||||||||||||||||||||||
| Dominic Allen (CCO) | 50% | |||||||||||||||||||||||||
| Marcela Castro (CFO) | 50% | |||||||||||||||||||||||||
| Payout Methodology | The total payout is calculated based on incremental objectives completed. To receive a payout, the total completion percentage must exceed 50% and is capped at 200% of target. The relationship between weighted score card achievement and payout is reflected in the chart below: | |||||||||||||||||||||||||
| Weighted Scorecard Achievement | Payout % of Target STI | |||||||||||||||||||||||||
| Threshold | 0% - 50% | –% | ||||||||||||||||||||||||
| Target | 75% | 100% | ||||||||||||||||||||||||
| Maximum | 100% | 200% | ||||||||||||||||||||||||
| Performance Assessment | IperionX utilizes a weighted scorecard methodology to award annual cash bonuses to executive KMP, which enhances transparency on the determination of annual cash bonuses. This approach links short-term incentives for executive KMP to clearly defined Company objectives to create a performance-based compensation opportunity that furthers stockholders’ interests while motivating and challenging our executive talent to achieve strategic priorities. The cash bonus scorecard for the STI paid in fiscal year 2026 comprises of four primary strategic goals, each weighted between 20-30%. Each of these goals contained a number of defined objectives. As part of the methodology, scorecard completion determines the total payout. | |||||||||||||||||||||||||
| Measure | Measure | Weighting | ||||||||||||||||||||||||
| Product Innovation / R&D / IP | Ongoing innovation and protection of existing IP | 20% | ||||||||||||||||||||||||
| Commercial and Government Engagements | Focus on progressing various commercial and government contracts | 30% | ||||||||||||||||||||||||
| Operations | Focus on delivery of key scale-up targets, recruitment and retention of key talent, execute on safety plans and promote sustainable development | 25% | ||||||||||||||||||||||||
| Funding, Corporate, Financial and Investor Relations | Focus on securing funding to support the Company's strategic plans and drive key corporate initiatives | 25% | ||||||||||||||||||||||||
| Payment | The STI awards were paid in cash after the completion of reviews at December 31, 2025. | |||||||||||||||||||||||||
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The following table outlines performance against the above short-term incentive criteria for calendar year 2025:
| Measure | Weighting | Description | Achievement | Score | Achievement | ||||||||||||||||||
| Product Innovation / R&D / IP | 20% | Ongoing innovation and protection of existing IP | •Significant advancement in GenXTM technology •Ongoing reviews and careful maintenance of existing patent portfolio - securing IP critical for commercialization and long-term success | 100% | 20.0% | ||||||||||||||||||
| Commercial and Government Engagements | 30% | Focus on progressing various commercial and government contracts | •Significant progress above expectation on publicly announced and confidential commercial engagements •Secured SBIR Phase III IDIQ contract enabling task orders up to $99M | 60% | 18.0% | ||||||||||||||||||
| Operations | 25% | Focus on delivery of key scale-up targets, recruitment and retention of key talent, execute on safety plans and promote sustainable development | •Completed commissioning and increased nameplate powder capacity 60% to 200 metric tons per annum through operational process improvements. •Hired full-time Environmental, Health and Safety manager •Issued our annual Sustainability Report highlighting additional accomplishments for FY 2025 •Achieved zero recordable injuries in 2025 •Progressed the Titan Project DFS (completed on schedule in June 2026) | 62% | 15.5% | ||||||||||||||||||
| Funding, Corporate, Financial and Investor Relations | 25% | Focus on securing funding to support the Company's strategic plans and drive key corporate initiatives | •Raised $46 million in capital from existing investors •Awarded $47.1 million by the U.S. DoW’s IBAS program to develop a secure, low-cost, mineral-to-metal titanium supply chain •Completed the deployment of an ERP system and related upgrades to support compliance with the Sarbanes-Oxley Act | 100% | 25.0% | ||||||||||||||||||
Total | 100% | 78.5% | |||||||||||||||||||||
NOTE: The Committee does not disclose the individual objectives beneath each scorecard measure. They relate to customer qualification programs and commercial agreements carrying confidentiality obligations, to contracting and funding arrangements with agencies of the U.S. Government, and to the timing and scope of patent filings. Where an objective ceases to be commercially sensitive, the Committee will disclose it retrospectively.
The total weighted average score of 78.5% corresponds to a STI payment equal to 114% of target. Based on these performance outcomes, the table below outlines the STI awarded to executive KMP with respect to performance in calendar year 2025. During fiscal 2026, cash bonuses of $1,383,000 (2025: $1,486,000) were paid to executive KMP.
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| Executive KMP | Target STI (% of FR) | Target STI (US$) | STI Awarded for 2026 (US$) | % of Target STI Awarded | ||||||||||||||||||||||||||||
Todd Hannigan (Executive Chairman)(1) | 70% | 270,000 | - | -% | ||||||||||||||||||||||||||||
| Anastasios Arima (CEO) | 70% | 385,000 | 440,000 | 114% | ||||||||||||||||||||||||||||
| Toby Symonds (President and CSO) | 70% | 366,000 | 418,000 | 114% | ||||||||||||||||||||||||||||
| W. Scott Sparks (COO) | 50% | 158,000 | 180,000 | 114% | ||||||||||||||||||||||||||||
| Dominic Allen (CCO) | 50% | 158,000 | 180,000 | 114% | ||||||||||||||||||||||||||||
| Marcela Castro (CFO) | 50% | 145,000 | 165,000 | 114% | ||||||||||||||||||||||||||||
Note:
(1) Mr. Hannigan declined his entitlement to a cash STI.
Performance Based Remuneration – Long-Term Incentive
The Group has a LTIP to reward executive KMP and other key employees and contractors for long-term performance. This plan is based on best practice for companies operating in the U.S. This LTIP was designed in consultation with Pearl Meyer, our U.S.-based remuneration consultant.
The Plan provides for the issuance of Performance Rights, RSUs and Unlisted Options to eligible employees and contractors as part of their remuneration and incentive arrangements in order to attract and retain their services and to provide an incentive linked to the performance of the Group. The allocation to Performance Rights, RSUs and/or Options is determined by the Board based on the assessment of the contribution by the executive KMP to all aspects of the company’s growth.
To achieve its corporate objectives, the Group needs to attract, incentivize, and retain its executive KMP and other key employees and contractors. The Board believes that grants made to eligible participants under the Plan will provide a useful tool to underpin the Group’s employment and engagement strategy, and enables the Group to:
•recruit, incentivize and retain KMP and other key employees and contractors needed to achieve the Group’s business objectives;
•link the reward of key staff with the achievement of strategic goals and the long-term performance of the Group;
•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.
The issuance of Performance Rights, RSUs and Options for fiscal 2026 is considered in line with U.S.-based peer group comparators and aligned with linking sustained Company performance, retention and long-term shareholder value.
The table below summarizes RSUs, Performance Rights and Options that were granted, vested or lapsed relating to executive KMP remuneration during fiscal 2026:
| Granted during 2026 | Vested/exercised during 2026 | Lapsed or expired during 2026 | ||||||||||||
| RSUs | 156,774 | (1,019,668) | - | |||||||||||
| Performance Rights | 660,077 | - | - | |||||||||||
| Options | 3,723,878 | (625,000) | (2,560,000) | |||||||||||
As at June 30, 2026, the Company had a total of 18,031,866 outstanding Performance Rights, RSUs and Unlisted Options on issue that had been granted to employees and contractors of the Company as part of their remuneration arrangements, representing 5.05% of the Company’s total shares on issue (on a fully diluted basis). The Board considers this reasonable and in-line with peer group comparators.
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(i) Performance Rights
The LTIP provides for the issuance of Performance Rights to eligible participants which, upon satisfaction of the relevant performance conditions attached to the Performance Rights, will result in the issue of an Ordinary Share for each Performance Right. Performance Rights are issued for no consideration and no amount is payable upon conversion thereof.
Performance Rights granted under the Plan to eligible participants will be linked to the achievement by the Group of certain performance conditions as determined by the Board from time to time. These performance conditions must be satisfied in order for the Performance Rights to vest. Upon Performance Rights vesting, Ordinary Shares are automatically issued for no consideration. If a performance condition of a Performance Right is not achieved by the expiry date, then the Performance Right will lapse.
During fiscal 2026, 660,077 Performance Rights were granted to executive KMP as outlined in the table below. These Performance Rights were granted to selected executive KMP as one-off grants as retention awards. These awards are linked to the creation of shareholder value growth through the utilization of “out of the money” share price hurdles and continuous service periods acting as a retention tool for our executives.
The Compensation Committee has received commentary from certain investors that their preference is to have operating metrics alongside share price hurdles and that share price hurdles create an opportunity for management awards to vest in situations where the stock price increases (beyond management control). The Compensation Committee has taken this into consideration and in addition to performance criteria, these Performance Rights also had a 4-year continuous service period requirement, as well as an additional 1-year lock-up period, meaning even if the vesting condition was achieved, the KMP is required to be in continuous service until April 2, 2031. Given the stage of business, operating metrics are not yet included in LTIP targets, however will likely be in the future.
Further, the Compensation Committee is of the view that if the share price does remain above the A$18.00 hurdle for more than 30 days, given trading volume in the stock is relatively liquid, shareholders will have the opportunity to exit and crystallize any gains. To achieve the current A$18.00 hurdle, the share price would have to increase 3.4x from the closed date as of June 30, 2026 and 1.7x from the February 2, 2026 effective date of board approval, creating strong shareholder alignment to value creation and share price growth.
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| KMP | No. Performance Rights awarded 2026 | Rationale | Vesting Conditions | |||||||||||||||||
| Todd Hannigan (Executive Chairman) | 196,086 | Tied to performance and shareholder value creation. The A$18.00 share price hurdle for a period of 30 days represents a premium of over 166% to the closing share price of A$6.76 at the time of Board approval (February 2, 2026). Represents 25% of LTIP award for 2026 | Vest upon four years of continuous service and the Company achieving a 30-day VWAP of at least A$18.00 per share, expiring April 2, 2031 | |||||||||||||||||
| Anastasios Arima (CEO) | 237,944 | Tied to performance and shareholder value creation. The A$18.00 share price hurdle for a period of 30 days represents a premium of over 166% to the closing share price of A$6.76 at the time of Board approval (February 2, 2026). Represents 25% of LTIP award for 2026 | Vest upon four years of continuous service and the Company achieving a 30-day VWAP of at least A$18.00 per share, expiring April 2, 2031 | |||||||||||||||||
| Toby Symonds (President and CSO) | 226,047 | Tied to performance and shareholder value creation. The A$18.00 share price hurdle for a period of 30 days represents a premium of over 166% to the closing share price of A$6.76 at the time of Board approval (February 2, 2026). Represents 25% of LTIP award for 2026 | Vest upon four years of continuous service and the Company achieving a 30-day VWAP of at least A$18.00 per share, expiring April 2, 2031 | |||||||||||||||||
(ii) Restricted Stock Units
In fiscal 2026, the Board chose to grant RSUs to attract and retain executives. The use of RSUs aligns with the long-term incentive vehicles used by peer group comparators.
The RSUs vest and convert into an equivalent number of Ordinary Shares over a three-year period with a three-year vesting cliff. If the relevant service-based vesting condition is not met by the applicable expiry date, the RSUs will automatically lapse.
During fiscal 2026, 156,774 RSUs were granted to executive KMP as outlined in the table below:
| Executive KMP | No. RSUs Awarded 2026 | |||||||
| W. Scott Sparks (COO) | 52,258 | |||||||
| Dominic Allen (CCO) | 52,258 | |||||||
| Marcela Castro (CFO) | 52,258 | |||||||
(iii) Unlisted Options
The LTIP provides for the issuance of Unlisted Options to eligible participants. The Board’s policy is to grant Unlisted Options to KMP with exercise prices at or above market share price (at the time of agreement). As such, the Unlisted Options granted to KMP are generally only of benefit if the KMP performs to the level whereby the value of the Group increases sufficiently to warrant exercising the Unlisted Options granted.
Other than service-based vesting conditions (if any) and the exercise price required to exercise the Unlisted Options, there are no additional performance criteria on the Unlisted Options granted to KMP. The Group prohibits executive KMP from entering into arrangements to limit their exposure to Unlisted Options granted as part of their remuneration package.
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In determining the size of grant, the Board engaged a third-party consultant to value the Unlisted Options utilizing a Black Scholes model, with a start date of February 2, 2026 (effective date of board approval). This resulted in a fair value (as of February 2, 2026) of the A$11.00 strike, A$18.00 strike and A$22.00 strike options of A$2.76, A$2.49 and A$2.22 respectively. The fair value of these unlisted options was updated when the unlisted options were actually issued. For accounting purposes, the share price as of the grant date was utilized in the financial statements.
During fiscal 2026, Unlisted Options were granted to executive KMP as outlined in the table below:
| KMP | No. Unlisted Options awarded 2026 | Rationale | Vesting Conditions | ||||||||||||||
| Todd Hannigan (Executive Chairman) | 992,170 | Tied to performance and shareholder value creation. The A$18.00 and A$22.00 option exercise price exceeded the A$6.76 spot price at the time of board approval by ~166% and 225%, respectively. Represents 75% of LTIP award for 2026 | Vest upon four years of continuous service. 526,760 exercisable at A$22.00 each, and 465,410 exercisable at A$18.00 each, expiring April 2, 2031 | ||||||||||||||
Anastasios Arima (CEO) | 1,203,964 | Tied to performance and shareholder value creation. The A$18.00 and A$22.00 option exercise price exceeded the A$6.76 spot price at the time of board approval by ~166% and 225%, respectively. Represents 75% of LTIP award for 2026 | Vest upon four years of continuous service. 639,205 exercisable at A$22.00 each, and 564,759 exercisable at A$18.00 each, expiring April 2, 2031 | ||||||||||||||
| Toby Symonds (President and CSO) | 1,143,765 | Tied to performance and shareholder value creation. The A$18.00 and A$22.00 option exercise price exceeded the A$6.76 spot price at the time of board approval by ~166% and 225%, respectively. Represents 75% of LTIP award for 2026 | Vest upon four years of continuous service. 607,244 exercisable at A$22.00 each, and 536,521 exercisable at A$18.00 each, expiring April 2, 2031 | ||||||||||||||
| W. Scott Sparks (COO) | 127,993 | Tied to performance and shareholder value creation. The A$11.00 option exercise price exceeded the A$6.76 spot price at the time of board approval by ~63% Represents 50% of LTIP award for 2026 | Vest upon three years of continuous service and are exercisable at A$11.00 each, expiring April 2, 2030 | ||||||||||||||
| Dominic Allen (CCO) | 127,993 | Tied to performance and shareholder value creation. The A$11.00 option exercise price exceeded the A$6.76 spot price at the time of board approval by ~63% Represents 50% of LTIP award for 2026 | Vest upon three years of continuous service and are exercisable at A$11.00 each, expiring April 2, 2030 | ||||||||||||||
| Marcela Castro (CFO) | 127,993 | Tied to performance and shareholder value creation. The A$11.00 option exercise price exceeded the A$6.76 spot price at the time of board approval by ~63% Represents 50% of LTIP award for 2026 | Vest upon three years of continuous service and are exercisable at A$11.00 each, expiring April 2, 2030 | ||||||||||||||
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Non-Executive Director Remuneration
The Board’s policy is to remunerate NEDs at market rates for comparable companies for time, commitment and responsibilities. Given the current size, nature and risks of the Group, RSUs, Unlisted Options, and Performance Rights have been used to attract and retain NEDs, where deemed appropriate. The Board determines payments to the NEDs and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required.
The maximum aggregate amount of fees that can be paid to NEDs is subject to approval by shareholders at a General Meeting. Directors’ fees paid to NEDs accrue on a daily basis. Fees for NEDs are not linked to the performance of the economic entity. However, to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company and, subject to shareholder approval, on an annual basis, the Company grants each NED such number of RSUs calculated by dividing $125,000 by the VWAP of a share on the ASX over the five trading days immediately prior to the date of the notice of AGM of shareholders. The Lead Independent Director receives such number of RSUs calculated by dividing $155,000 by the five-day VWAP. The Company prohibits NEDs from entering into arrangements to limit their exposure to options granted as part of their remuneration package. The issuance of RSUs is in-line with U.S.-based peer group comparators and aligned with linking sustained Company performance, retention and long-term shareholder value.
Fees for NEDs have been set at $50,000 (2025: $50,000) per annum. The Lead Director fee has been set at an additional $30,000 per annum. These fees cover main board activities only. NEDs may receive additional remuneration for other services provided to the Company, including but not limited to, membership of committees.
Committee fees have been set at $15,000 for the Chair of each committee ($30,000 for the Audit Committee Chair) and $10,000 for committee members. The Company reimburses NEDs for reasonable expenses incurred in performing their duties (including in relation to any authorized independent professional advice sought by the NEDs to assist them in carrying out their duties as Directors). These fees are in line with the median of the benchmarked peer comparator groups.
During fiscal 2026, 118,875 RSUs were granted to Non-Executive Directors as set out below:
| Non-Executive Director | Director Fees 2026 (US$) | No. RSUs Awarded 2026 | |||||||||||||||
| Lorraine Martin | 100,000 | 28,131 | |||||||||||||||
| Vaughn Taylor | 75,000 | 22,686 | |||||||||||||||
| Tony Tripeny | 80,000 | 22,686 | |||||||||||||||
| Melissa Waller | 75,000 | 22,686 | |||||||||||||||
| Beverly Wyse | 80,000 | 22,686 | |||||||||||||||
During fiscal 2026, 347,306 RSUs held by Non-Executive Directors vested and converted into Ordinary Shares. 918,279 unlisted Options were exercised by NEDs during fiscal 2026. No RSUs, Unlisted Options or Performance Rights held by Non-Executive Directors lapsed during fiscal 2026.
Relationship between Remuneration of KMP and Shareholder Wealth
IperionX is a U.S.-based titanium technology and manufacturing company in the scale-up phase of its business. The Board anticipates that the Group will retain its cash resources to expand titanium production capacity at the Virginia Titanium Campus, to advance the Titan Project following completion of its DFS in June 2026, and to fund continued product development and qualification. The Group does not have a policy with respect to the payment of dividends or returns of capital, and no dividends were paid and no capital was returned during the current or previous four financial years. There is accordingly no relationship between the Board’s remuneration policy and dividends or returns of capital over that period.
At this stage of the Company’s development, shareholder wealth is created through share price growth, and the remuneration framework is built around it. Between 84% and 86% of target total compensation for the Executive Chairman, Chief Executive Officer and President is performance-related. The long-term incentives granted during fiscal 2026 deliver value only at share prices of A$18.00 and A$22.00 — premiums of approximately 166% and 225% to the
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closing share price of A$6.76 at the date of Board approval — and also require four years of continuous service, with the Performance Rights subject to a further one-year holding lock. Total shareholder return over the one, three and five years to June 30, 2026 was -14%, 266% and 332% respectively.
Short-term incentives are assessed against a weighted scorecard of four measures — Product Innovation / R&D / IP; Commercial and Government Engagements; Operations; and Funding, Corporate, Financial and Investor Relations — which are operational and strategic rather than share price based, as described under “Performance Based Remuneration – Short-Term Incentive”.
Relationship between Remuneration of KMP and Earnings
The Group is in the scale-up phase of its business. Titanium production at the Virginia Titanium Campus is currently directed to prototype production, product development, qualification testing and low-rate initial production, and the Group did not recognize revenue in the current or any of the previous four financial years. The Group recorded a net loss after tax of $66.8 million for fiscal 2026 (2025: $35.3 million), and a basic and diluted loss per share of $0.20 (2025: $0.12). Earnings are therefore not yet a meaningful measure of management performance, and the Board did not have regard to earnings in determining the nature and amount of remuneration of KMP over that period.
The Board expects this to change. As the business moves toward steady-state production, the Committee intends to introduce financial and operational measures into the short-term incentive scorecard, consistent with the response to shareholder and proxy adviser feedback.
Remuneration Governance
The Board has overall accountability for the oversight of the Company’s remuneration approach for Executive KMP and NEDs, having regard to the recommendations made by the Compensation Committee. The Compensation Committee reviews and makes recommendations to the Board on remuneration and at-risk remuneration policies, taking into account the Company’s strategic objectives, corporate governance principles, market practice and stakeholder interests.
The diagram below shows the Company’s remuneration governance framework, the key responsibilities of the Board, Compensation Committee and management.
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Clawback Policy
In order to prevent a covered executive from retaining an inappropriate benefit arising from an accounting restatement due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws, the Compensation Committee may determine that excess incentive-based compensation received by a covered executive is subject to recovery (clawback). The Company will recover such excess amounts on a reasonably prompt basis. Recovery may be effected by requiring repayment to the Company, set-off, reduction of future compensation, or such other means as the Compensation Committee determines to be appropriate.
The clawback policy applies to incentive-based compensation (compensation granted, earned or vested based in whole or in part on the attainment of a financial reporting measure) that was received by a covered executive on or after October 2, 2023, after the person began service as a covered executive, and who served as a covered executive at any time during the relevant performance period. The recovery period is the three completed fiscal years immediately preceding the date the Company is required to prepare the accounting restatement (plus any applicable transition period of less than nine months).
Our Clawback Policy is incorporated by reference as Exhibit 97.1 to this Annual Report on Form 20-F.
Remuneration Advisors
As detailed in the 2025 Annual Report, the Compensation Committee engaged Pearl Meyer to provide remuneration recommendations regarding the remuneration quantum for KMP and advise on LTIP and STI structures. The executive remuneration framework has not changed for fiscal year 2026, but Pearl Meyer was consulted regarding appropriate market-based salary increases for KMP and for LTIP performance award calculations. The Compensation Committee considered the recommendations, along with other factors, in making its remuneration decisions. The Compensation Committee is satisfied the advice received from Pearl Meyer is free from undue influence from the KMP to whom the
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remuneration recommendations apply. $12,100 was paid to remuneration advisors during the 2026 fiscal year. Pearl Meyer was engaged by, and reported directly to, the Compensation Committee, provided no other services to the Company during the year, and management had no role in the engagement or in the preparation of the recommendations.
Emoluments of KMP
Details of the nature and amount of each element of the emoluments of each KMP of the Group for the year ended June 30, 2026 are as follows:
| Short-term benefits | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | Salary & fees US$ | Cash bonus US$ | Other US$ | Post- employment benefits US$ | Share-based payment expense US$ | Total US$ | Performance related % | |||||||||||||||||||||||||||||||||||||
| Directors | ||||||||||||||||||||||||||||||||||||||||||||
| Todd Hannigan | 393,500 | - | - | 20,375 | 1,220,955 | 1,634,830 | 75 | |||||||||||||||||||||||||||||||||||||
| Anastasios Arima | 562,500 | 440,000 | 9,012 | - | 1,813,143 | 2,824,655 | 80 | |||||||||||||||||||||||||||||||||||||
| Lorraine Martin | 100,000 | - | - | - | 127,352 | 227,352 | 56 | |||||||||||||||||||||||||||||||||||||
| Vaughn Taylor | 75,000 | - | - | 9,007 | 117,312 | 201,319 | 58 | |||||||||||||||||||||||||||||||||||||
| Tony Tripeny | 80,000 | - | - | - | 91,318 | 171,318 | 53 | |||||||||||||||||||||||||||||||||||||
Melissa Waller(1) | 75,000 | - | - | - | 117,312 | 192,312 | 61 | |||||||||||||||||||||||||||||||||||||
| Beverly Wyse | 80,000 | - | - | - | 117,315 | 197,315 | 59 | |||||||||||||||||||||||||||||||||||||
| Other KMP | ||||||||||||||||||||||||||||||||||||||||||||
| Toby Symonds | 534,500 | 418,000 | 22,170 | 9,357 | 1,544,196 | 2,528,223 | 78 | |||||||||||||||||||||||||||||||||||||
| W. Scott Sparks | 320,000 | 180,000 | 12,299 | 6,841 | 688,004 | 1,207,144 | 72 | |||||||||||||||||||||||||||||||||||||
Dominic Allen(2) | 320,000 | 180,000 | - | - | 536,289 | 1,036,289 | 69 | |||||||||||||||||||||||||||||||||||||
| Marcela Castro | 307,500 | 165,000 | 22,170 | 8,432 | 287,898 | 791,000 | 57 | |||||||||||||||||||||||||||||||||||||
| Total | 2,848,000 | 1,383,000 | 65,651 | 54,012 | 6,661,094 | 11,011,757 | ||||||||||||||||||||||||||||||||||||||
Notes:
(1) Melissa Waller is paid through Arete Innovative Resources LLC, a company in which she has a controlling interest.
(2) Dominic Allen is paid through Westoz Services Trust, of which he is a trustee.
No termination benefits were paid or payable to KMPs during the year.
Loans with Key Management Personnel
No loans were provided to or received from KMP during the year ended June 30, 2026 (2025: Nil).
Other Transactions with Key Management Personnel
Performance Industries, Inc., a company associated with Mr. W. Scott Sparks, Chief Operating Officer of the Company, was paid or is payable $70,660 during fiscal 2026 (2025: nil) for the provision of engineering and construction services to the Company. The Company considers that the services provided by Performance Industries, Inc. were provided on an arm’s length or better basis.
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Options, Rights and RSUs Granted to Key Management Personnel
Details of Unlisted Options, Performance Rights and RSUs granted, exercised or lapsed for each KMP of the Group during the 2026 financial year are as follows:
| 2026 | No. of options, rights and RSUs granted during year # | No. of options, rights and RSUs exercised during year # | No. of options, rights and RSU’s lapsed during year # | Value of options, rights and RSUs granted during year(1) US$ | Value of options, rights and RSUs exercised during year(2) US$ | Value of options, rights and RSUs included in remuneration for year US$ | ||||||||||||||||||||||||||||||||
| Directors | ||||||||||||||||||||||||||||||||||||||
| Todd Hannigan | 1,188,256 | (159,333) | (560,000) | 923,007 | 758,117 | 1,220,955 | ||||||||||||||||||||||||||||||||
| Anastasios Arima | 1,441,908 | (318,667) | (1,000,000) | 1,120,038 | 1,516,238 | 1,813,143 | ||||||||||||||||||||||||||||||||
| Lorraine Martin | 28,131 | (389,379) | - | 97,591 | 1,606,172 | 127,352 | ||||||||||||||||||||||||||||||||
| Vaughn Taylor | 22,686 | (189,379) | - | 78,701 | 757,104 | 117,312 | ||||||||||||||||||||||||||||||||
| Tony Tripeny | 22,686 | (14,162) | - | 78,701 | 67,384 | 91,318 | ||||||||||||||||||||||||||||||||
| Melissa Waller | 22,686 | (389,379) | - | 78,701 | 1,746,210 | 117,312 | ||||||||||||||||||||||||||||||||
| Beverly Wyse | 22,686 | (283,286) | - | 78,701 | 1,239,478 | 117,315 | ||||||||||||||||||||||||||||||||
| Other KMP | ||||||||||||||||||||||||||||||||||||||
| Toby Symonds | 1,369,812 | (302,667) | - | 2,557,914 | 1,440,109 | 1,544,196 | ||||||||||||||||||||||||||||||||
| W. Scott Sparks | 180,251 | (279,667) | (320,000) | 486,981 | 1,330,674 | 688,004 | ||||||||||||||||||||||||||||||||
| Dominic Allen | 180,251 | (504,667) | (680,000) | 486,981 | 2,112,264 | 536,289 | ||||||||||||||||||||||||||||||||
| Marcela Castro | 180,251 | (79,667) | - | 486,981 | 379,061 | 287,898 | ||||||||||||||||||||||||||||||||
| Total | 4,659,604 | (2,910,253) | (2,560,000) | 6,474,297 | 12,952,811 | 6,661,094 | ||||||||||||||||||||||||||||||||
Notes:
(1)Determined at the time of grant per IFRS 2 - Share-based Payment, using an exchange rate of US$0.6789=A$1.00, being the average exchange rate for 2026.
(2)Determined at the time of exercise or conversion at the intrinsic value using the exchange rate on the date of exercise.
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Details of Unlisted Options, Performance Rights and RSUs granted by the Company to each KMP of the Group for the year ended June 30, 2026 are as follows:
| 2026 | Security class | Grant date | Expiry date | Service vesting date | Exercise price A$ | Vesting hurdle (30- day VWAP) | Grant date fair value(1) A$ | Number granted | ||||||||||||||||||
| Todd Hannigan | Rights | 19-Mar-26 | 2-Apr-31 | 19-Mar-30 | - | A$18.00 | A$1.72 | 196,086 | ||||||||||||||||||
| Options | 19-Mar-26 | 2-Apr-31 | 19-Mar-30 | A$18.00 | - | A$1.11 | 465,410 | |||||||||||||||||||
| Options | 19-Mar-26 | 2-Apr-31 | 19-Mar-30 | A$22.00 | - | A$0.96 | 526,760 | |||||||||||||||||||
| Anastasios Arima | Rights | 19-Mar-26 | 2-Apr-31 | 19-Mar-30 | - | A$18.00 | A$1.72 | 237,944 | ||||||||||||||||||
| Options | 19-Mar-26 | 2-Apr-31 | 19-Mar-30 | A$18.00 | - | A$1.11 | 564,759 | |||||||||||||||||||
| Options | 19-Mar-26 | 2-Apr-31 | 19-Mar-30 | A$22.00 | - | A$0.96 | 639,205 | |||||||||||||||||||
| Lorraine Martin | RSUs | 28-Nov-25 | 23-Dec-26 | 23-Dec-26 | - | - | A$5.11 | 28,131 | ||||||||||||||||||
| Vaughn Taylor | RSUs | 28-Nov-25 | 23-Dec-26 | 23-Dec-26 | - | - | A$5.11 | 22,686 | ||||||||||||||||||
| Tony Tripeny | RSUs | 28-Nov-25 | 23-Dec-26 | 23-Dec-26 | - | - | A$5.11 | 22,686 | ||||||||||||||||||
| Melissa Waller | RSUs | 28-Nov-25 | 23-Dec-26 | 23-Dec-26 | - | - | A$5.11 | 22,686 | ||||||||||||||||||
| Beverly Wyse | RSUs | 28-Nov-25 | 23-Dec-26 | 23-Dec-26 | - | - | A$5.11 | 22,686 | ||||||||||||||||||
| Toby Symonds | Rights | 8-Mar-26 | 2-Apr-31 | 8-Mar-30 | - | A$18.00 | A$4.47 | 226,047 | ||||||||||||||||||
| Options | 8-Mar-26 | 2-Apr-31 | 8-Mar-30 | A$18.00 | - | A$2.57 | 536,521 | |||||||||||||||||||
| Options | 8-Mar-26 | 2-Apr-31 | 8-Mar-30 | A$22.00 | - | A$2.27 | 607,244 | |||||||||||||||||||
| W. Scott Sparks | Options | 8-Mar-26 | 2-Apr-30 | 8-Mar-29 | A$11.00 | - | A$2.93 | 127,993 | ||||||||||||||||||
| RSUs | 8-Mar-26 | 2-Apr-30 | 2-Apr-29 | - | - | A$6.55 | 52,258 | |||||||||||||||||||
| Dominic Allen | Options | 8-Mar-26 | 2-Apr-30 | 8-Mar-29 | A$11.00 | - | A$2.93 | 127,993 | ||||||||||||||||||
| RSUs | 8-Mar-26 | 2-Apr-30 | 2-Apr-29 | - | - | A$6.55 | 52,258 | |||||||||||||||||||
| Marcela Castro | Options | 8-Mar-26 | 2-Apr-30 | 8-Mar-29 | A$11.00 | - | A$2.93 | 127,993 | ||||||||||||||||||
| RSUs | 8-Mar-26 | 2-Apr-30 | 2-Apr-29 | - | - | A$6.55 | 52,258 | |||||||||||||||||||
Note:
(1)For details on the valuation of Unlisted Options, RSUs, and Performance Rights, including models and assumptions used, please refer to Note 21 of the financial statements.
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Option, Right, and RSU holdings of Key Management Personnel
| 2026 | Held at July 1, 2025 | Granted as remuneration | Exercise of options, rights and RSUs | Net change other | Held at June 30, 2026 | Vested and exercisable at June 30, 2026 | ||||||||||||||||||||||||||||||||
| Directors | ||||||||||||||||||||||||||||||||||||||
| Todd Hannigan | 2,092,703 | 1,188,256 | (159,333) | (560,000) | 2,561,626 | - | ||||||||||||||||||||||||||||||||
| Anastasios Arima | 3,364,661 | 1,441,908 | (318,667) | (1,000,000) | 3,487,902 | - | ||||||||||||||||||||||||||||||||
| Lorraine Martin | 451,464 | 28,131 | (389,379) | - | 90,216 | - | ||||||||||||||||||||||||||||||||
| Vaughn Taylor | 251,464 | 22,686 | (189,379) | - | 84,771 | - | ||||||||||||||||||||||||||||||||
| Tony Tripeny | 42,486 | 22,686 | (14,162) | - | 51,010 | - | ||||||||||||||||||||||||||||||||
| Melissa Waller | 451,464 | 22,686 | (389,379) | - | 84,771 | - | ||||||||||||||||||||||||||||||||
| Beverly Wyse | 451,464 | 22,686 | (283,286) | - | 190,864 | 106,093 | ||||||||||||||||||||||||||||||||
| Other KMP | ||||||||||||||||||||||||||||||||||||||
| Toby Symonds | 3,362,951 | 1,369,812 | (302,667) | - | 4,430,096 | - | ||||||||||||||||||||||||||||||||
| W. Scott Sparks | 2,218,900 | 180,251 | (279,667) | (320,000) | 1,799,484 | - | ||||||||||||||||||||||||||||||||
| Dominic Allen | 1,913,900 | 180,251 | (504,667) | (680,000) | 909,484 | - | ||||||||||||||||||||||||||||||||
| Marcela Castro | 458,340 | 180,251 | (79,667) | - | 558,924 | - | ||||||||||||||||||||||||||||||||
| Total | 15,059,797 | 4,659,604 | (2,910,253) | (2,560,000) | 14,249,148 | 106,093 | ||||||||||||||||||||||||||||||||
Shareholdings of Key Management Personnel
| 2026 | Held at July 1, 2025 | Exercise of options and rights | Net change other | Held at June 30, 2026 | |||||||||||||||||||||||||
Ord (1) | Perf (2) | Ord (1)(3) | Perf (2) | Ord (1)(4) | Perf (2) | Ord (1) | Perf (2) | ||||||||||||||||||||||
| Directors | |||||||||||||||||||||||||||||
| Todd Hannigan | 25,443,775 | 1,260,000 | 159,333 | - | 1,005,226 | (1,260,000) | 26,608,334 | - | |||||||||||||||||||||
| Anastasios Arima | 11,405,113 | 2,250,000 | 318,667 | - | 721,002 | (2,250,000) | 12,444,782 | - | |||||||||||||||||||||
| Lorraine Martin | 763,144 | - | 389,379 | - | 72,165 | - | 1,224,688 | - | |||||||||||||||||||||
| Vaughn Taylor | 931,318 | - | 176,139 | - | (134,000) | - | 973,457 | - | |||||||||||||||||||||
| Tony Tripeny | - | - | 14,162 | - | 66,485 | - | 80,647 | - | |||||||||||||||||||||
| Melissa Waller | 304,489 | - | 331,829 | - | (150,000) | - | 486,318 | - | |||||||||||||||||||||
| Beverly Wyse | 304,489 | - | 283,286 | - | 52,000 | - | 639,775 | - | |||||||||||||||||||||
| Other KMP | |||||||||||||||||||||||||||||
| Toby Symonds | 3,188,146 | - | 302,667 | - | 7,276 | - | 3,498,089 | - | |||||||||||||||||||||
| W. Scott Sparks | 1,393,971 | 720,000 | 279,667 | - | (39,039) | (720,000) | 1,634,599 | - | |||||||||||||||||||||
| Dominic Allen | 4,507,168 | 1,530,000 | 504,667 | - | 1 | (1,530,000) | 5,011,836 | - | |||||||||||||||||||||
| Marcela Castro | 340,795 | - | 79,667 | - | (38,621) | - | 381,841 | - | |||||||||||||||||||||
| Total | 48,582,408 | 5,760,000 | 2,839,463 | - | 1,562,495 | (5,760,000) | 52,984,366 | - | |||||||||||||||||||||
Notes:
(1)‘Ord’ means Ordinary Shares.
(2)‘Perf’ means Performance Shares issued to the original vendors of HMAPL as consideration for the Company’s acquisition of HMAPL in fiscal 2021. For the avoidance of doubt, these Performance Shares do not form part of remuneration.
(3)Exercise of Options and Rights are shown net of shares surrendered to settle the exercise price under net settlement arrangements.
(4) Includes shares sold to cover withholding tax obligations.
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Employment Contracts with Key Management Personnel
Mr. Arima, CEO and Managing Director, has an employment agreement with the Group which may be terminated upon six months’ advance written notice, unless mutually agreed upon with the Company. Mr. Arima receives a fixed remuneration component of $575,000 starting in January 2026, (2025: $550,000) per annum and a discretionary target annual bonus of up to $403,000 (2025: $385,000) to be paid upon the successful completion of KPIs as determined by the Board and is entitled to participate in the LTIP on terms to be determined by the Board.
Mr. Symonds, President and CSO, has an employment agreement with the Group which may be terminated upon six months’ advance written notice, unless mutually agreed upon with the Company. Mr. Symonds receives a fixed remuneration component of $546,000 starting in January 2026, (2025: $523,000) per annum and a discretionary annual target bonus of up to $382,000 (2025: $366,000) to be paid upon the successful completion of KPIs as determined by the Board and is entitled to participate in the LTIP on terms to be determined by the Board.
Mr. Hannigan, Executive Chairman, has a director appointment letter with the Group. Mr. Hannigan receives a fixed remuneration component of $402,000 starting in January 2026, (2025: $385,000) per annum and a discretionary annual target bonus of up to $282,000 (2025: $270,000) to be paid upon the successful completion of KPIs as determined by the Board and is entitled to participate in the LTIP on terms to be determined by the Board.
Mr. Allen, CCO, has a service agreement, as a Trustee for Westoz Services Trust, with the Group which may be terminated upon three months’ advance written notice, unless mutually agreed upon with the Company. Mr. Allen receives a fixed remuneration component of $325,000 starting in January 2026, (2025: $315,000) per annum and a discretionary annual target bonus of up to $163,000 (2025: $158,000) to be paid upon the successful completion of KPIs as determined by the Board and is entitled to participate in the LTIP on terms to be determined by the Board.
Mr. Sparks, COO, has an employment agreement with the Group which may be terminated upon six months’ advance written notice, unless mutually agreed upon with the Company. Mr. Sparks receives a fixed remuneration component of $325,000 starting in January 2026, (2025: $315,000) per annum and a discretionary annual target bonus of up to $163,000 (2025: $158,000) to be paid upon the successful completion of KPIs as determined by the Board and is entitled to participate in the LTIP on terms to be determined by the Board.
Ms. Castro, CFO, has an employment agreement with the Group which may be terminated upon four weeks’ advance written notice, unless mutually agreed upon with the Company. Ms. Castro receives a fixed remuneration component of $325,000 starting in January 2026, (2025: $290,000) per annum, a discretionary annual target bonus of up to $163,000 (2025: $145,000) to be paid upon the successful completion of KPIs as determined by the Board and is entitled to participate in the LTIP on terms to be determined by the Board.
All NEDs have a letter of appointment confirming the terms and conditions of their appointment as Director of the Company.
C.Board Practices
The Board is responsible for guiding all matters relating to the strategic direction, policies, practices, establishing goals for management and the operation of the Company. The functions and responsibilities reserved for the Board and those delegated to the Managing Director and executive management are set out in our Board Charter.
Nasdaq listing standards require that a majority of the Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that Mses. Martin, Waller and Wyse and Messrs. Taylor and Tripeny are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.
In addition to being set out in the Board Charter, the roles and responsibilities of our directors are also formalized in the letter of appointment which each director receives and commits to on their appointment. The letters of appointment specify the term of appointment, time commitment envisaged, expectations in relations to committee work or any other special duties attaching to the position, reporting lines, remuneration arrangements, disclosure obligations in relation to personal interests, confidentiality obligations, insurance and indemnity entitlements and details of the Company’s key governance
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policies. Each KMP enters into a service contract which sets out the material terms of employment, including a description of position and duties, reporting lines, remuneration arrangement and termination rights and entitlement.
The Constitution of the Company requires the Company, to the extent permitted by law, to indemnify any person who is or has been a director or officer of the Company for any liability caused by such a director or officer and any legal costs incurred by a director or officer in defending an action for any liability caused by such a director or officer. During or since the end of fiscal year 2026, no amounts have been paid by the Company in relation to the above indemnities. During fiscal year 2026, an insurance premium of $405,650 was paid by the Company to insure against a liability incurred by a person who is or has been a director or officer of the Company or the Group.
Board Committees
The Board has three standing committees, being an audit committee, a compensation committee, and nominating and governance committee.
Audit Committee
The Board has established an Audit Committee. Assignments to, and chairs of, audit committee will be selected by the Board. The audit committee operates under a charter approved by the Board and reports on its activities to the Board. The audit committee monitors the integrity of our financial statements, the independence and qualifications of our independent auditors, the performance of our accounting staff and independent auditors, our compliance with legal and regulatory requirements and the effectiveness of our internal controls. The audit committee is responsible for selecting, retaining (subject to shareholder approval), evaluating, setting the remuneration of, and, if appropriate, recommending the termination of our independent auditors. The audit committee is established in accordance with Section 10A(m) of the Exchange Act. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. As of June 30, 2026, the audit committee consists of Mr. Tony Tripeny (chairperson), Mr. Vaughn Taylor and Ms. Beverly Wyse, all of whom are considered independent under the listing standards of the Nasdaq Capital Market for audit committee members and the heightened independence requirement for audit committee members required by Rule 10A-3 under the Exchange Act. Mr. Tony Tripeny is also an audit committee financial expert.
Compensation Committee
The Board has established a separate Compensation Committee. The compensation committee operates under a charter approved by the Board and reports on its activities to the Board. The compensation committee charter sets out the processes the Board employs for setting the level and composition of compensation for directors and senior executives and ensuring that such compensation is appropriate and not excessive. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the Compensation Committee, all of whom must be independent. As of June 30, 2026, the compensation committee consists of Mr. Vaughn Taylor (chairperson), Ms. Beverly Wyse and Ms. Melissa Waller, all of whom are considered independent under the Nasdaq listing standards and applicable SEC rules.
Nominating and Governance Committee
The Board has established a separate Nominating and Governance Committee. The Nominating and Governance Committee operates under a charter approved by the Board and reports on its activities to the Board. The Nominating and Governance Committee charter sets out the processes the Board employs to oversee and to assist the Board in fulfilling its responsibilities relating to Board member recruitment, succession planning and overseeing and improving the Company’s governance policies and practices. As of June 30, 2026, the Nominating and Governance Committee consists of Ms. Melissa Waller (chairperson), Ms. Beverly Wyse, Ms. Lorraine Martin, and Mr. Tony Tripeny.
Code of Conduct
The Company has adopted a Code of Conduct which provides a framework for decisions and actions in relation to ethical conduct in employment. It aims to encourage the appropriate standards of conduct and behavior of the directors, officers, employees and contractors of the Company. The document sets out the principles covering appropriate conduct in a variety of contexts and outlines the minimum standard of behavior expected from employees, including to:
•act honestly, in good faith and in the best interests of the Company as a whole;
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•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.
The directors and executives also have a fiduciary relationship with shareholders of the Company, making it unlawful to improperly use their position to gain advantage for themselves. At all times, directors and officers must act in the best interest of the Company and eliminate or abstain from participating in any discussion or decision-making process in relation to matters which they have a conflict of interest, not engage in insider trading and comply with all applicable anti-bribery laws.
D.Employees
As of June 30, 2026, we had 139 employees and 3 employee contractors based in 3 different countries, as shown in the chart below:
| United States | Australia | Canada | ||||||||||||||||||
| Employees | 138 | 1 | - | |||||||||||||||||
| Employee Contractors | - | 1 | 2 | |||||||||||||||||
The workforce is non-unionized.
E.Share Ownership
The following table lists as of June 30, 2026, the number of our shares beneficially owned by each of our directors, our chief executive officer and other members of our senior management as a group. Beneficial ownership is calculated based on 339,384,066 ordinary shares outstanding as of June 30, 2026.
Ordinary Shares Beneficially Owned(1) | |||||||||||||||||
| Shareholder | Number | Percent | |||||||||||||||
| Officers and Directors | |||||||||||||||||
| Todd Hannigan | 26,608,334 | 7.8% | |||||||||||||||
| Anastasios Arima | 12,444,782 | 3.7% | |||||||||||||||
| Lorraine Martin | 1,224,688 | * | |||||||||||||||
| Vaughn Taylor | 973,457 | * | |||||||||||||||
| Tony Tripeny | 80,647 | * | |||||||||||||||
| Melissa Waller | 486,318 | * | |||||||||||||||
| Beverly Wyse | 745,868 | * | |||||||||||||||
| Toby Symonds | 3,498,089 | 1.0% | |||||||||||||||
| W. Scott Sparks | 1,634,599 | * | |||||||||||||||
| Dominic Allen | 5,011,836 | 1.5% | |||||||||||||||
| Marcela Castro | 381,841 | * | |||||||||||||||
| Officers and directors as a group (11 persons) | 53,090,459 | 15.6% | |||||||||||||||
Notes:
*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, 2026.
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F.Disclosure of a registrant’s action to recover erroneously awarded compensation
Not applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A.Major Shareholders
The following table and accompanying footnotes set forth, as of June 30, 2026, information regarding beneficial ownership of our ordinary shares by each person known by us to be the beneficial owner of more than 5% of our ordinary shares. In preparing the disclosure below, we have relied to the extent we believe appropriate on substantial shareholder notices provided to us by our substantial shareholders and released to ASX.
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 and performance rights that are currently exercisable or exercisable within 60 days of June 30, 2026. Ordinary shares subject to options and performance rights currently exercisable or exercisable within 60 days of June 30, 2026 are deemed to be outstanding for computing the percentage ownership of the person holding these options and/or performance rights and the percentage ownership of any group of which the holder is a member, but are not deemed outstanding for computing the percentage of any other person.
Our calculation of the percentage of beneficial ownership is based on 339,384,066 ordinary shares issued and outstanding as at June 30, 2026. A large number of our ordinary shares are held by nominee companies so we cannot be certain of the identity of those beneficial owners.
Unless otherwise indicated, to our knowledge each shareholder possesses sole voting and investment power over the ordinary shares listed subject to community property laws, where applicable. None of our shareholders has different voting rights from other shareholders.
| Ordinary Shares Beneficially Owned | |||||||||||
| Shareholder | Number | Percent | |||||||||
| FMR LLC (1 St. Martin’s Le Grand, London, EC1A 4AS, United Kingdom) | 26,097,578 | 7.7% | |||||||||
DITM Holdings Pty Ltd (15 Lennox Street, Mosman, NSW, 2088, Australia)(1) | 26,608,334 | 7.8% | |||||||||
| State Street Corporation (One Congress Street, Boston, MA, 02441, United States) | 22,764,708 | 6.7% | |||||||||
Note:
(1)DITM Holdings Pty Limited is an Australian corporation controlled by Mr. Todd Hannigan.
To our knowledge, there have not been any significant changes in the ownership of our ordinary shares by major shareholders over the past three years, except as follows (which is based upon substantial shareholder notices filed with the ASX and beneficial ownership reports on Schedule 13G filed with the SEC):
•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. On February 9, 2023, FMR LLC reported it beneficially owned 16,789,000 ordinary shares, or 9.8% of the total voting power, as of December 31, 2022. On February 9, 2024, FMR LLC reported it beneficially owned 21,131,763 ordinary shares, or 9.4% of the total voting power, as of December 29, 2023. On November 21, 2024, FMR LLC reported that it had a change in substantial holding and reported it held 26,097,578 ordinary shares, or 8.7% of the total voting power, as of that date. The percentage ownership has been updated for the number of shares on issue as June 30, 2026;
•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
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held 10,412,842 ordinary shares, or 7.4% of the total voting power, as of that date. On February 14, 2023, DITM Holdings Pty Ltd reported it beneficially owned 15,031,747 ordinary shares, or 8.6% of the total voting power, as of December 31, 2022 (consisting of 12,931,747 ordinary shares and 2,100,000 ordinary shares underlying options that are exercisable within 60 days of December 31, 2022). On May 8, 2023, DITM Holdings Pty Ltd reported it had purchased an additional 847,970 ordinary shares. On June 26, 2023, DITM Holdings Pty Ltd reported it had purchased an additional 700,000 ordinary shares, and beneficially owned 16,579,717 ordinary shares, or 8.5% of the total voting power, as of that date (consisting of 14,479,717 ordinary shares and 2,100,000 ordinary shares underlying options that are exercisable within 60 days). On November 13, 2023, DITM Holdings Pty Ltd reported it had purchased an additional 520,096 ordinary shares, and beneficially owned 17,099,813 ordinary shares, or 8.5% of the total voting power, as of that date (consisting of 14,999,813 ordinary shares and 2,100,000 ordinary shares underlying options that are exercisable within 60 days). On December 21, 2023, DITM Holdings Pty Ltd reported it had exercised 2,100,000 share options, and beneficially owned 17,099,813 ordinary shares as of that date. On January 4, 2024, DITM Holdings Pty Ltd reported it had purchased an additional 465,442 ordinary shares, and beneficially owned 17,565,255 ordinary shares as of that date. On July 9, 2024, DITM Holdings Pty Ltd reported it had purchased an additional 3,173,092 ordinary shares, and beneficially owned 20,738,347 ordinary shares as of that date. On December 9, 2024, DITM Holdings Pty Ltd reported it had received 1 ordinary share upon the conversion of its performance shares, and beneficially owned 20,738,348 ordinary shares as of that date. On December 16, 2024, DITM Holdings Pty Ltd reported it had exercised 3,500,000 performance rights, and beneficially owned 24,238,348 ordinary shares as of that date. On December 18, 2024, DITM Holdings Pty Ltd reported it had purchased an additional 593,750 ordinary shares, and beneficially owned 24,832,098 ordinary shares as of that date. On March 14, 2025, DITM Holdings Pty Ltd reported it had exercised 159,333 RSUs, and beneficially owned 24,991,431 ordinary shares as of that date. On April 16, 2025, DITM Holdings Pty Ltd reported it had purchased an additional 310,500 ordinary shares, and beneficially owned 25,301,931 ordinary shares as of that date. On June 27, 2025, DITM Holdings Pty Ltd reported it had been issued an additional 141,844 ordinary shares, and beneficially owned 25,443,775 ordinary shares as of that date. On 8 October 2025, DITM Holdings Pty Ltd reported it had purchased 300,000 ordinary shares as a result of its participation in the Company’s share placement and beneficially owned 25,743,775 ordinary shares as of that date. On December 23, 2025 DITM Holdings Pty Ltd reported it had received 1 ordinary share upon the conversion of its performance shares and beneficially owned 25,743,776 ordinary shares as of that date. On February 3, 2026 DITM Holdings Pty Ltd reported it had exercised 159,333 RSUs and beneficially owned 25,903,109 ordinary shares as of that date. On March 30, 2026 and April 30, 2026, DITM Holdings Pty Ltd reported it had purchased an additional 225,225 ordinary shares and 480,000 ordinary shares respectively and beneficially owned 26,128,334 and 26,608,334 ordinary shares respectively as of those dates. DITM Holdings Pty Ltd is an entity associated with Mr. Todd Hannigan, Director of the Company; and
•State Street Corporation (State Street) became a substantial shareholder on September 19, 2025, when it reported that it held 18,920,854 ordinary shares, or 5.6% of the total voting power, as of that date. On September 24, 2025, State Street had a change in substantial holding (due to additional purchases) and reported it held 22,369,314 ordinary shares, or 6.7% of the total voting power, as of that date. On March 18, 2026 State Street reported it beneficially owned 26,328,091 ordinary shares, or 7.8% of the total voting power as of that date. On May 21, 2026 State Street reported it beneficially owned 22,764,708 ordinary shares, or 6.7% of the total voting power, as of that date.
Record Holders
As of June 30, 2026, we had 339,384,066 ordinary shares issued and outstanding. Based on information known to us, as of June 30, 2026, 141,737,775 of our ordinary shares were being held in the U.S. by 96 shareholders of record. A number of our ordinary shares are held by nominee companies so we cannot be certain of the identity of those beneficial owners. In addition, based on information known to us, as of June 30, 2026, approximately 73,305,940 of our outstanding ordinary shares are held in the form of ADSs.
We are not controlled by another corporation, by any foreign government or by any natural or legal persons except as set forth herein, and there are no arrangements known to us which would result in a change in control of us at a subsequent date.
B.Related Party Transactions
Other than as disclosed below, since July 1, 2025, other than employment and remuneration matters described in “Item 6. Directors, Senior Management and Employees – Compensation” we did not enter into any transactions or loans with any: (i) enterprises that directly or indirectly, through one or more intermediaries, control, are controlled by or are under
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common control with us; (ii) associates; (iii) individuals owning, directly or indirectly, an interest in our voting power that gives them significant influence over us, and close members of any such individual’s family; (iv) key management personnel and close members of such individuals’ families; or (v) enterprises in which a substantial shareholder interest in our voting power is owned, directly or indirectly, by any person described in (iii) or (iv) or over which such person is able to exercise significant influence.
Performance Industries, Inc., a company associated with Mr. W. Scott Sparks, Chief Operating Officer of the Company, was paid or is payable $70,660 during fiscal 2026 (2025: nil) (2024: $53,138) for the provision of engineering and construction services to the Company. The Company considers that the services provided by Performance Industries, Inc. were provided on an arm’s length or better basis.
C.Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION.
A.Consolidated Statements and Other Financial Information.
See “Item 18. Financial Statements.”
Legal Proceedings
We are not a party to any material legal proceedings.
Dividends
We have not declared any dividends during fiscal 2026, 2025 or 2024 and do not anticipate that we will do so in the foreseeable future. We currently intend to retain future earnings, if any, to finance the development of our business. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our Board of Directors on the basis of our earnings, financial requirements and other relevant factors, and subject to Australian law.
Any dividend we declare will be paid to the holders of ADSs, subject to the terms of the deposit agreement, to the same extent as holders of our ordinary shares, to the extent permitted by applicable laws and regulations, less the fees and expenses payable under the deposit agreement. Any dividend we declare will be distributed by the depositary bank to the holders of the ADSs, subject to the terms of the deposit agreement. See “Item 12. Description of Securities Other Than Equity Securities-D. American Depositary Shares.”
B.Significant Changes
No significant change, other than as otherwise described in this annual report on Form 20-F, has occurred in our operations since the date of our consolidated financial statements included in this annual report on Form 20-F.
ITEM 9. THE OFFER AND LISTING
A.Offer and Listing Details
The principal trading market for our ordinary shares is the ASX in Australia. Our ordinary shares trade under the symbol “IPX.” Our ADSs are publicly traded in the U.S. on the Nasdaq Capital Market under the symbol “IPX.”
B.Plan of Distribution
Not applicable.
C.Markets
Our ordinary shares are publicly traded on the ASX under the symbol “IPX.” Our ADSs are publicly traded on the Nasdaq Capital Market under the symbol “IPX.”
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D.Selling Shareholders
Not applicable.
E.Dilution
Not applicable.
F.Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A.Share Capital
Not applicable.
B.Constitutional Documents
The following description of our ordinary shares is only a summary. We encourage you to read our Constitution, which is included as an exhibit to our Annual Report on Form 20-F. All references to the “Company,” “we,” “us,” “our” and “ours” refer to IperionX Limited and its consolidated subsidiaries.
General
We are a public company limited by shares registered under the Corporations Act by the ASIC. Our corporate affairs are principally governed by our Constitution, the Corporations Act and the ASX Listing Rules. Our ordinary shares trade on the ASX. Our ADSs, each representing 10 of our ordinary shares, are listed on the Nasdaq, under the symbol “IPX.” The Bank of New York Mellon, acting as depositary, registers and delivers the ADSs.
The Australian law applicable to our Constitution is not significantly different than a U.S. company’s charter documents except we do not have a limit on our authorized share capital and the concept of par value is not recognized under Australian law.
Subject to restrictions on the issue of securities in our Constitution, the Corporations Act and the ASX Listing Rules and any other applicable law, we may at any time issue shares and grant options or warrants on any terms, with the rights and restrictions and for the consideration that the Board determine.
The rights and restrictions attaching to ordinary shares are derived through a combination of our Constitution, the common law applicable to Australia, the ASX Listing Rules, the Corporations Act and other applicable law. A general summary of some of the rights and restrictions attaching to our ordinary shares are summarized below. Each ordinary shareholder is entitled to receive notice of, and to be present, vote and speak at, general meetings.
Our Constitution
Our constituent document is our Constitution. Our Constitution is subject to the terms of the ASX Listing Rules and the Corporations Act. It does not provide for or prescribe any specific objectives or purposes of IperionX. It may be amended or repealed and replaced by special resolution of shareholders, which is a resolution passed by at least 75% of the votes cast by shareholders entitled to vote on the resolution. Where there is an inconsistency between the provisions of the Constitution and the Corporations Act, the provisions of the Australian Corporations Act will prevail over any inconsistent provisions of the Constitution.
Under Australian law, a company has the legal capacity and powers of an individual both within and outside Australia. The material provisions of our Constitution are summarized below. This summary is not intended to be complete nor to constitute a definitive statement of the rights and liabilities of our shareholders.
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Interested Directors
Except where permitted by the Corporations Act, a director may not vote in respect of any contract or arrangement in which the director has, directly or indirectly, any material interest. Such director must not be counted in a quorum, must not vote on the matter and must not be present at the meeting while the matter is being considered.
Unless a relevant exception applies, the Corporations Act requires our directors to provide disclosure of certain interests and prohibits directors of companies listed on the ASX from voting on matters in which they have a material personal interest and from being present at the meeting while the matter is being considered. In addition, the Corporations Act and the ASX Listing Rules require shareholder approval of any provision of related party benefits to our directors.
Directors’ Compensation
The fixed sum remuneration for non-executive directors may not be increased except at a general meeting of shareholders and the particulars of the proposed increase are required to have been provided to shareholders in the notice convening the meeting. The aggregate, fixed sum for non-executive directors’ remuneration is to be divided among the non-executive directors in such proportion as the Board of Directors agree and in accordance with our Constitution. Remuneration payable to executive directors, such as the Managing Director, does not form part of the aggregate remuneration pool through which non-executive directors are paid. Executive directors may be paid remuneration as employees of IperionX.
Pursuant to our Constitution, any director who performs extra or special services that in the opinion of the Board, are outside the scope of the ordinary duties of a director may be paid additional remuneration or provide benefits to that director, which is determined by the Board.
The Company must also pay all reasonable travel, accommodation and other expenses properly incurred by the directors in attending general meetings, Board meetings, committee meetings or otherwise in connection with our business.
In addition, in accordance with our Constitution, a director may be paid a retirement benefit as determined by the Board, subject to the limits set out in the Corporations Act and the ASX Listing Rules.
Borrowing Powers Exercisable by Directors
Pursuant to our Constitution, the management and control of our business affairs are vested in the Board. Subject to the Corporations Act and the ASX Listing Rules, the Board has the power to raise or borrow money, and charge any of our property or business or any uncalled capital, and may issue debentures or give any other security for any of our debts, liabilities or obligations or of any other person, in each case, in the manner and on terms it deems fit.
Retirement of Directors
Pursuant to our Constitution, one-third of our directors, other than the managing director, must retire from office at every annual general meeting. If the number of directors is not a multiple of three, then the number nearest to, but not exceeding, one-third must retire from office. The directors who retire in this manner are required to be the directors or director longest in office since last being elected. A director, other than the director who is the managing director, must retire from office at the conclusion of the third annual general meeting after which the director was elected. Retired directors are eligible for re-election to the Board of Directors.
Rights and Restrictions on Classes of Shares
Subject to the Corporations Act and the ASX Listing Rules, the rights attaching to our Ordinary Shares are detailed in our Constitution. Subject to the Corporations Act, ASX Listing Rules and any rights or restrictions attached to a class of shares, the Company may issue further shares or grant options over shares on any terms, at any time and for any consideration as the Board resolve. Currently, our outstanding share capital consists of only one class of Ordinary Shares.
Voting Rights
Subject to our Constitution and any rights or restrictions attached to a class of shares, at a meeting of shareholders each shareholder has one vote determined by a show of hands. On a poll vote, each shareholder shall have one vote for each
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fully paid share and a fractional vote for each share that is not fully paid, such fraction being equivalent to the proportion of the amount that has been paid to such date on that share. Shareholders may vote by proxy, attorney or representative.
Right to Share in Our Profits
Subject to the Corporations Act, the ASX Listing Rules and the rights of the holders of any shares created or raised under any special arrangements as to dividends, the directors may from time to time declare a dividend to shareholders entitled to the dividend. Under the Corporations Act, we must not pay a dividend unless: (a) our assets exceed our liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend; (b) the payment of the dividend is fair and reasonable to our shareholders as a whole; and (c) the payment of the dividend does not materially prejudice our ability to pay our creditors. Unless any share is issued on terms providing to the contrary, the dividends declared will be payable on all shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such shares.
Rights to Share in the Surplus in the Event of Liquidation
Our Constitution provides for the right of shareholders to participate in a surplus in the event of our liquidation.
No Redemption Provision for Ordinary Shares
There are no redemption provisions in our Constitution in relation to Ordinary Shares. Under our Constitution and subject to the Corporations Act, any preference shares may be issued on the terms that they are, or may at our option be, liable to be redeemed.
Variation or Cancellation of Share Rights
The rights attached to shares in a particular class of shares may only be varied or cancelled by a special resolution of IperionX, together with either:
•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.
Liability for Further Capital Calls
According to our Constitution, the Board of Directors may make any calls from time to time upon shareholders in respect of all monies unpaid or partly-paid shares (if any), subject to the terms upon which any of the partly-paid shares have been issued. Each shareholder is liable to pay the amount of each call in the manner, at the time, and at the place specified by the Board of Directors. Calls may be made payable by installment. Failure to pay a call will result in interest becoming payable on the unpaid amount and ultimately, forfeiture of those shares. As of the date of this annual report, all of our issued shares are fully paid.
Annual General Meetings
Under the Corporations Act, our directors must convene an annual meeting of shareholders at least once every calendar year and within five months after the end of our last financial year. Notice of the proposed meeting of our shareholders is required at least 28 days prior to such meeting under the Corporations Act.
General Meetings of Shareholders
General meetings of shareholders may be called by the Board. Notice of the proposed meeting of our shareholders is required at least 28 days prior to such meeting under the Corporations Act. Except as permitted under the Corporations Act, shareholders may not convene a meeting. Under the Corporations Act, any director or one or more shareholders holding in aggregate at least 5% of the votes that may be cast at a general meeting may call and arrange to hold a general meeting. The meeting must be called in the same way in which general meetings of the company may be called, including the dispatch of a notice of meeting including the matters to be voted upon. The shareholders calling the meeting must pay the expenses of calling and holding the meeting.
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The Corporations Act requires the directors to call and arrange to hold a general meeting on the request of shareholders with at least 5% of the votes that may be cast at a general meeting. The request must be made in writing, state any resolution to be proposed at the meeting, be signed by the shareholders making the request and be given to the company. The Board of Directors must call the meeting not more than 21 days after the request is made. The meeting must be held not later than two months after the request is given.
The quorum required for a general meeting of shareholders consists of at least two shareholders present in person, or by proxy, attorney or representative. A meeting (excluding a meeting convened on the requisition of shareholders) which is adjourned for lack of a quorum will be adjourned to the date, time and place as the Directors may by notice to shareholders appoint, or failing any appointment, to the same day in the following week at the same time and place. At the reconvened meeting, the required quorum consists of any two members present in person, or by proxy, attorney or representative appointed pursuant to our Constitution. The meeting is dissolved if a quorum is not present within 30 minutes from the time appointed for the reconvened meeting.
A meeting of shareholders may be held virtually using any technology that gives shareholders as a whole a reasonable opportunity to participate in the meeting.
An ordinary resolution requires approval by the shareholders by a simple majority of votes cast (namely, a resolution passed by more than 50% of the votes cast by shareholders entitled to vote on the resolution). A special resolution (such as in relation to amending our Constitution, approving any variation of rights attached to any class of shares or our voluntary winding-up), requires approval of a special majority (namely, a resolution that has been passed by at least 75% of the votes cast by shareholders entitled to vote on the resolution).
The Foreign Acquisitions and Takeovers Act 1975
Overview
Australia’s foreign investment regime is set out in the Foreign Acquisition and Takeovers Act (FATA) and Australia’s Foreign Investment Policy. The Australian Treasurer administers the FATA and the Foreign Investment Policy (FIP) with the advice and assistance of the Foreign Investment Review Board (FIRB).
In the circumstances set out below in the section entitled ‘Mandatory Notification Requirements’, foreign persons are required to notify and receive a prior statement of no objection, or FIRB clearance, from the Australian Treasurer. In the circumstances set out below in the section entitled ‘Other circumstances in which FIRB may be sought’, it is generally recommended that foreign persons obtain FIRB clearance.
The Australian Treasurer has powers under the FATA to make adverse orders, including prohibition of a proposal, ordering disposal of an interest acquired or imposing conditions on a proposed transaction, in respect of a relevant acquisition if he or she considers it to be contrary to Australia’s national interest.
The obligation to notify and obtain FIRB clearance is upon the acquirer of the interest, and not the Company. The failure to obtain FIRB clearance may be an offense under Australian law.
Investor’s Responsibility
It is the responsibility of any persons who wish to acquire shares of the Company to satisfy themselves as to their compliance with the FATA, regulations made under the FATA, the FIP, guidelines issued by the FIRB and with any other necessary approval and registration requirement or formality, before acquiring an interest in the Company.
Mandatory Notification Requirements
Broadly, FIRB clearance is required for the following transactions involving the acquisition of shares in an Australian corporation:
•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
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•any proposed direct investment in a national security business (including starting such a business) or proposed investment in national security land.
Currently, the prescribed threshold is A$347 million though a higher threshold of A$1.498 billion applies for certain countries which Australia has a free trade agreement with. These countries include the U.S., New Zealand, China, Japan, Hong Kong, Peru, South Korea, Singapore, United Kingdom, Chile, Peru and others.
Application of these Requirements to the Company
As at June 30, 2026, the Company did not have any interests in Australian land and hence is not an Australian land corporation, and the Company’s gross assets were valued below A$347 million. Accordingly, the only circumstance in which an investor in the Company would currently be subject to the mandatory notification regime is if they are a foreign government investor making a direct investment in the Company. Applications for FIRB clearance may be made by prospective investors in accordance with the information on FIRB’s website.
Other Situations Where FIRB Clearance Might be Sought
In addition to those circumstances where it is mandatory under the FATA for a foreign person to notify FIRB and seek FIRB clearance for a particular transaction (see above), there are other instances where, despite there being no mandatory notification obligation, the Australian Treasurer may make adverse orders under the FATA (e.g., if he or she considers a particular transaction to have national security concerns).
National Security Related Transactions
Under Australia’s foreign investment regime, the Australian Treasurer may ‘call in’ certain transactions for screening on national security grounds and allow investors to voluntarily notify these transactions to obtain certainty about the investment. Where national security concerns are identified, the Australian Treasurer has the power to impose conditions, vary existing conditions, or, as a last resort, force the divestment of any realized investment which was subject to the FATA from January 1, 2021.
Transactions falling within the scope of the national security test are subject to a $0 monetary threshold.
The Company as a Foreign Person
If foreign persons have a substantial interest in the Company, it would be considered to be a foreign person under the FATA. In such event, we would be required to obtain the approval of the Australian Treasurer for our own transactions involving the acquisitions of interests in Australian land and some acquisitions of interests in Australian corporations. FIRB clearance may be required for such acquisitions (which may or may not be given or may be given subject to conditions). If FIRB clearance is required and not given in relation to a proposed investment, we may not be able to proceed with that investment. There can be no assurance that we will be able to obtain any required FIRB clearances in the future.
Defined Terms Used in this Section
Foreign Persons
Under Australia’s foreign investment regime, it is the responsibility of any person (including, without limitation, nominees and trustees) who is:
•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;
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•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,
to ascertain if they may be required to notify the Australian Treasurer of their investment.
Associates
Associate is broadly defined to include:
•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; or
•any person who is an associate of any other person who is an associate of the person.
Australian Land Corporation
An Australian Land Corporation (ALC), is a corporation where the value of its total assets comprising interests in Australian land exceeds 50% of the value of its total gross assets. An ALC is not necessarily a company registered in Australia. It may be registered anywhere. It is the composition of the assets of the corporation that will make it an ALC for the purposes of the Australian foreign investment regime.
Substantial Interest
A substantial interest is:
•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).
Direct Investment
Any investment of an interest of 10% or more is considered to be a direct investment. Investments that involve interests below 10% may also be considered direct investments if the acquiring foreign government investor is building a strategic stake in the target, or can use that investment to influence or control the target. In particular, it includes investments of less than 10% which include any of the following:
•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.
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Foreign Government Investor
A Foreign Government Investor is:
•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 Company.
At this time, our total assets do not exceed any of the above thresholds and therefore no approval would be required from the Australian Treasurer. Nonetheless, should our total assets exceed the threshold in the future, we will need to be mindful of the number of ordinary shares that can be made available, and monitor the 40% aggregate shareholding threshold for foreign persons (together with their associates) to ensure that it will not be exceeded without an application to the Australian Treasurer’s for approval having been contemplated and submitted if considered necessary. Our Constitution does not contain any additional limitations on a nonresident’s right to hold or vote our securities.
National Security Business
A business is a national security business if it:
•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.
National Security Land
Land is national security land if it is:
•“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.
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Ownership Threshold
There are no provisions in our Constitution that require a shareholder to disclose ownership above a certain threshold. Under the Corporations Act, in relation to a company, a person has a “substantial holding” if (i) the total votes attached to voting shares in the company in which they (or their associates) have a relevant interest in is 5 percent or more of the total number of votes attached to voting shares in the company or (ii) the person has made a takeover bid for voting shares in the company and the bid period has started but not yet ended.
A person who:
•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, must give notice to the company and to the ASX.
Issues of Shares and Change in Capital
Subject to the Corporations Act, ASX Listing Rules and any rights or restrictions attached to a class of shares, the Company may issue further shares or grant options over shares on any terms, at any time and for any consideration as the Board resolve. Pursuant to the ASX Listing Rules, we may in our discretion issue securities without the approval of shareholders, if such issue of securities, when aggregated with securities issued by us during the previous 12-month period would be an amount that would not exceed 15% of our issued capital at the commencement of the 12-month period. The Company may seek shareholder approval by special resolution at its annual general meeting to increase its capacity to issue equity securities by an additional 10% for the preceding 12-month period. Issues of securities in excess of this limit or the issue of securities to our related parties require approval of shareholders (unless otherwise permitted under the ASX Listing Rules or unless we have obtained a waiver from the ASX in relation to the 15% limit).
Subject to the requirements of our Constitution, the Corporations Act, the ASX Listing Rules and any other applicable law, including relevant shareholder approvals, we may consolidate or divide our share capital into a larger or smaller number by resolution, reduce our share capital (provided that the reduction is fair and reasonable to our shareholders as a whole and does not materially prejudice our ability to pay creditors) or buy back our Ordinary Shares whether under an equal access buy-back or on a selective basis.
Member Approval to Significant Changes
We must not make a significant change (either directly or indirectly) to the nature and scale of our activities except after having disclosed full details to the ASX in accordance with the requirements of the ASX Listing Rules (and, if required by ASX, subject to us obtaining the approval of shareholders in a general meeting). We must not sell or otherwise dispose of the main undertaking of our company without the approval of shareholders in a general meeting. We need not comply with the above obligations if the ASX grants us an applicable waiver to be relieved of our obligations.
Change of Control
Takeovers of listed Australian public companies, such as IperionX, are regulated by the Corporations Act, which prohibits the acquisition of a “relevant interest” in issued voting shares in a listed company if the acquisition will lead to that person’s or someone else’s voting power in IperionX increasing from 20% or below to more than 20% or increasing from a starting point that is above 20% and below 90%, subject to a range of exceptions.
Generally, a person will have a relevant interest in securities if the person:
•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).
If, at a particular time, a person has a relevant interest in issued securities and the person:
•has entered or enters into an agreement with another person with respect to the securities;
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•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.
There are a number of exceptions to the above prohibition on acquiring a relevant interest in issued voting shares above 20%. In general terms, some of the more significant exceptions include:
•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.
Breaches of the takeovers provisions of the Corporations Act are criminal offenses. ASIC and the Australian Takeover Panel have a wide range of powers relating to breaches of takeover provisions, including the ability to make orders cancelling contracts, freezing transfers of, and rights attached to, securities, and forcing a party to dispose of securities. There are certain defenses to breaches of the takeover provisions provided in the Corporations Act.
Access to and Inspection of Documents
Inspection of our records is governed by the Corporations Act. Any member of the public has the right to inspect or obtain copies of our registers on the payment of a prescribed fee. Shareholders are not required to pay a fee for inspection of our registers or minute books of the meetings of shareholders. Other corporate records, including minutes of directors’ meetings, financial records and other documents, are not open for inspection by shareholders. Where a shareholder is acting in good faith and an inspection is deemed to be made for a proper purpose, a shareholder may apply to the court to make an order for inspection of our books.
American Depositary Shares
The Bank of New York Mellon, as depositary, registers and delivers American Depositary Shares, also referred to as ADSs. Each ADS represents 10 shares (or a right to receive 10 shares) deposited with The Hong Kong and Shanghai Banking Corporation Limited, as custodian for the depositary in Sydney, Australia. Each ADS also represents any other securities, cash or other property that may be held by the depositary. The deposited shares together with any other securities, cash or other property held by the depositary are referred to as the deposited securities. The depositary’s office at which the ADSs are administered and its principal executive office are located at 240 Greenwich Street, New York, New York 10286.
You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having uncertificated ADSs registered in your name, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, also called DTC. If you hold ADSs
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directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.
Registered holders of uncertificated ADSs receive statements from the depositary confirming their holdings.
As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Australian law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.
The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR.
Dividends and Other Distributions
How will you receive dividends and other distributions on the shares?
The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of shares your ADSs represent.
•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 U.S. 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.
Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. The depositary will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some of the value of the distribution.
•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
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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.
The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available to you.
Deposit, Withdrawal and Cancellation
How are ADSs issued?
The depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.
How can ADS holders withdraw the deposited securities?
You may surrender your ADSs to the depositary for the purpose of withdrawal. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. However, the depositary is not required to accept surrender of ADSs to the extent it would require delivery of a fraction of a deposited share or other security. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities.
How do ADS holders interchange between certificated ADSs and uncertificated ADSs?
You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.
Voting Rights
How do you vote?
ADS holders may instruct the depositary how to vote the number of deposited shares their ADSs represent. If we request the depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of Australia and the provisions of our constitution or similar documents, to vote or to have its agents vote the shares or other deposited securities as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so.
Except by instructing the depositary as described above, you won’t be able to exercise voting rights unless you surrender your ADSs and withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed.
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We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the shares represented by your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise voting rights and there may be nothing you can do if the shares represented by your ADSs are not voted as you requested.
In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to Deposited Securities, if we request the Depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 30 days in advance of the meeting date.
Payment of Taxes
You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until those taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.
Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities
The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do so by an ADS holder surrendering ADSs and subject to any conditions or procedures the depositary may establish.
If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.
If there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and practical to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.
If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADSs in exchange for new ADSs identifying the new deposited securities.
If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may call for surrender of those ADSs or cancel those ADSs upon notice to the ADS holders.
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.
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How may the deposit agreement be terminated?
The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if:
•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 U.S. on which they were listed and do not list the ADSs on another exchange in the U.S. or make arrangements for trading of ADSs on the U.S. over-the-counter market;
•we delist our shares from an exchange outside the U.S. on which they were listed and do not list the shares on another exchange outside the U.S.;
•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.
If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date.
After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or reverse previously accepted surrenders of that kind that have not settled if it would interfere with the selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.
Limitations on Obligations and Liability
Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs
The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:
•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;
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•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.
In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.
Requirements for Depositary Actions
Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:
•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.
The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.
Your Right to Receive the Shares Underlying your ADSs
ADS holders have the right to cancel their ADSs and withdraw the underlying shares at any time except:
•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.
This right of withdrawal may not be limited by any other provision of the deposit agreement.
Direct Registration System
In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, and Profile Modification System, also referred to as Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is a feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.
In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.
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Shareholder Communications; Inspection of Register of Holders of ADSs
The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.
C.Material Contracts
There are no contracts, other than those disclosed in this annual report on Form 20-F and those entered into in the ordinary course of our business, that are material to us, and which were entered into in the last two completed fiscal years or which were entered into before the two most recently completed fiscal years but are still in effect as of the date of this annual report on Form 20-F.
D.Exchange Controls
Australia has largely abolished exchange controls on investment transactions. The Australian dollar is freely convertible into U.S. dollars or other currencies. In addition, there are currently no specific rules or limitations regarding the export from Australia of profits, dividends, capital or similar funds belonging to foreign investors, except that certain payments to non-residents must be reported to the Australian Cash Transaction Reports Agency, which monitors such transaction, and amounts on account of potential Australian tax liabilities may be required to be withheld unless a relevant taxation treaty can be shown to apply and under such there are either exemptions or limitations on the level of tax to be withheld.
E.Taxation
The following is a summary of material U.S. federal and Australian income tax considerations to U.S. Holders, as defined below, of the ownership and disposition of ADSs and ordinary shares. This discussion is based on the laws as of the date of this annual report, and is subject to changes in the relevant income tax law, including changes that could have retroactive effect. The following summary does not take into account or discuss the tax laws of any country or other taxing jurisdiction other than the U.S. and Australia. Holders are advised to consult their tax advisors concerning the overall tax consequences of the ownership and disposition of ADSs and ordinary shares in their particular circumstances. This discussion is not intended, and should not be construed, as legal or professional tax advice.
This summary does not address the 3.8% U.S. federal Medicare Tax on net investment income, the effects of U.S. federal estate and gift tax laws, the alternative minimum tax, or any state and local tax considerations within the U.S., and is not a comprehensive description of all U.S. federal or Australian income tax considerations that may be relevant to a decision to own or dispose of ADSs or ordinary shares. Furthermore, this summary does not address U.S. federal or Australian income tax considerations relevant to holders subject to taxing jurisdictions other than, or in addition to, the U.S. and Australia, and does not address all possible categories of holders, some of which may be subject to special tax rules.
Material U.S. Federal Income Tax Considerations
The following summary, subject to the limitations set forth below, describes the material U.S. federal income tax consequences to a U.S. Holder (as defined below) of the ownership and disposition of our ADSs and ordinary shares as of the date hereof. This summary is limited to U.S. Holders that hold our ADSs or ordinary shares as capital assets within the meaning of Section 1221 of the IRS Code.
This section does not discuss the tax consequences to any particular holder, nor any tax considerations that may apply to U.S. Holders subject to special tax rules, such as:
•insurance companies;
•banks or other financial institutions;
•individual retirement and other tax-deferred accounts;
•regulated investment companies;
•real estate investment trusts;
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•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.
In this section, a “U.S. Holder” means a beneficial owner of ADSs or ordinary shares that is, for U.S. federal income tax purposes:
•an individual who is a citizen or resident of the U.S.;
•a corporation created or organized in or under the laws of the U.S. 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 U.S. 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.
In addition, we have not received, nor do we expect to seek a ruling from the U.S. Internal Revenue Service, or the IRS, regarding any matter discussed herein. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of those set forth below. Each U.S. Holder should consult its tax advisors with respect to the U.S. federal, state and local and non-U.S. tax consequences of owning and disposing of our ADSs and ordinary shares.
If an entity or arrangement treated as a partnership for U.S. federal income tax purposes acquires, owns or disposes of ADSs or ordinary shares, the U.S. federal income tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its own tax advisor as to the U.S. federal income tax consequences of owning and disposing of our ADSs or ordinary shares.
The discussion below is based upon the provisions of the IRS Code, and the U.S. Treasury regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be replaced, revoked or modified, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those discussed below. In addition, this summary is based, in part, upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.
You are urged to consult your tax advisor with respect to the U.S. federal, as well as state, local and non-U.S., tax consequences to you of owning and disposing of ADSs or ordinary shares in light of your particular circumstances, including the possible effects of changes in U.S. federal and other tax laws.
Ownership of ADSs in General
In general, for U.S. federal income tax purposes, U.S. Holders of ADSs will be treated as the beneficial owners of the ordinary shares represented by such ADSs. Accordingly, unless explicitly stated otherwise, the discussion below of the material U.S. federal income tax consequences with respect to owning ADSs also applies to owning ordinary shares.
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Passive Foreign Investment Company
In general, a corporation organized outside the U.S. will be treated as a PFIC for any taxable year if (i) at least 75% of its gross income for the taxable year consists of certain types of passive income or (ii) at least 50% of its gross assets during the taxable year, based on a quarterly average and generally determined by value, produce or are held for the production of passive income. Passive income for this purpose generally includes, among other things, dividends, interest, rents, royalties, gains from commodities and securities transactions and gains from the disposition of assets that produce or are held for the production of passive income. In determining whether a non-U.S. corporation is a PFIC, a pro-rata portion of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account. Under this rule, we should be deemed to own the assets and to receive the income of our wholly-owned subsidiaries for purposes of the PFIC determination. Additionally, if we are classified as a PFIC in any taxable year with respect to which you own ADSs, we generally will continue to be treated as a PFIC with respect to you in all succeeding taxable years, regardless of whether we continue to meet the tests described above, unless we cease to be a PFIC and you make the “deemed sale election” described below. Furthermore, if we are treated as a PFIC, then one or more of our subsidiaries may also be treated as PFICs.
Although we do not believe that we were a PFIC for the year ended June 30, 2026, our determination depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. Accordingly, the IRS could challenge any determination made by us (or any of our subsidiaries) concerning PFIC status in any taxable year, and a court could sustain such challenge. Additionally, even if we are not a PFIC for a particular taxable year, we could become a PFIC for future years based on changes in our assets or the value thereof, including the value of our goodwill as indicated by our market capitalization, and based on changes in our activities and income. The determination of our PFIC status for any taxable year, however, will not be determinable until after the end of the taxable year, and will depend on, among other things, the composition of our income and assets (which could change significantly during the course of a taxable year) and the market value of our assets for such taxable year, which may be, in part, based on the market price of our ADSs (which may be especially volatile). However, the PFIC rules are complex and in some cases their application can be uncertain. In light of the foregoing, and because we must make a separate determination after the close of each taxable year as to whether we were a PFIC for that year, our PFIC status is subject to substantial uncertainty. Even if we determine that we are not a PFIC for a taxable year, there can be no assurance that the IRS will agree with our conclusion and that the IRS would not successfully challenge our position. Accordingly, we cannot assure you that we will not be a PFIC for our current or any future taxable year. In addition, our U.S. counsel expresses no opinion with respect to our PFIC status for our taxable year ended June 30, 2026, our current taxable year or future taxable years. Therefore, U.S. investors should invest in our ADSs only if they are willing to bear the U.S. federal income tax consequences (described below) of an investment in a PFIC. You should consult your own tax advisor regarding our PFIC status.
U.S. Federal Income Tax Treatment of a Shareholder of a PFIC
If we are determined to be a PFIC for any taxable year (or portion thereof) during which you hold ADSs, absent certain elections (including the mark-to-market election or qualified electing fund election described below), you generally will be subject to adverse rules (regardless of whether we continue to be classified as a PFIC) with respect to (1) any “excess distribution” (generally, any distributions you receive on your ADSs in a taxable year that are greater than 125% of the average annual distributions you receive in the three preceding taxable years or, if shorter, your holding period) and (2) any gain recognized from a sale. exchange or other taxable disposition of such ADSs. Under these special tax rules:
•the excess distribution or gain will be allocated ratably over your holding period for the ADSs;
•the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were classified as a PFIC in your holding period, will be treated as ordinary income arising in the current taxable year (and would not be subject to the interest charge discussed below); and
•the amount allocated to each other taxable year during your holding period in which we were classified as a PFIC (i) will be subject to income tax at the highest rate in effect for that year and applicable to you and (ii) will be subject to an interest charge generally applicable to underpayments of tax with respect to the resulting tax attributable to each such year.
In addition, if you are a non-corporate U.S. Holder, you will not be eligible for reduced rates of taxation on any dividends that we pay if we are a PFIC for either the taxable year in which the dividend is paid or the preceding year.
If we are determined to be a PFIC for any taxable year during which you hold ADSs, the tax liability for amounts allocated to years prior to the year of disposition or excess distribution cannot be offset by any net operating loss, and gains (but not
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losses) recognized on the transfer of the ADSs cannot be treated as capital gains, even if the ADSs are held as capital assets. Furthermore, unless otherwise provided by the U.S. Treasury Department, if we are determined to be a PFIC for any taxable year during which you hold ADSs, you will be required to file an annual report (currently Form 8621) describing your interest in us, making an election on how to report PFIC income, and providing other information about your share of our income.
Under certain attribution rules, if we are determined to be a PFIC, you generally will be deemed to own your proportionate share of our direct or indirect equity interest in any company that is also a PFIC (a “Subsidiary PFIC”), and generally will be subject to U.S. federal income tax on your proportionate share of (i) any “excess distributions,” as described above, on the stock of a Subsidiary PFIC and (ii) a disposition or deemed disposition of the stock of a Subsidiary PFIC by us or another Subsidiary PFIC, both as if you directly held the shares of such Subsidiary PFIC. In addition, you may be subject to U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale, exchange or other taxable disposition of our ADSs. Accordingly, U.S. Holders should be aware that they could be subject to tax under the PFIC rules even if no distributions are received on our ADSs and no redemptions or other dispositions are made. You should consult your tax advisor regarding the tax consequences if the PFIC rules apply to any of our subsidiaries.
If we are classified as a PFIC and then cease to be so classified, you may make an election (a “deemed sale election”) to be treated for U.S. federal income tax purposes as having sold your ADSs on the last day of our taxable year during which we were a PFIC. A U.S. Holder that makes a deemed sale election would then cease to be treated as owning stock in a PFIC. However, gain recognized as a result of making the deemed sale election would be subject to the adverse rules described above, and loss would not be recognized.
“Mark-to-Market” Election, QEF Election and Purging Election
In certain circumstances, a holder of “marketable stock” of a PFIC can avoid certain of the adverse rules described above by making a mark-to-market election with respect to such stock. For purposes of these rules, “marketable stock” is stock which is “regularly traded” (traded in greater than de minimis quantities on at least 15 days during each calendar quarter) on a “qualified exchange” or other market within the meaning of applicable U.S. Treasury Regulations. A “qualified exchange” includes a national securities exchange that is registered with the SEC. A foreign securities exchange is a “qualified exchange” if (1) it is regulated or supervised by a governmental authority of the country in which the market is located, (2) it satisfies certain trading volume, listing, financial disclosure, surveillance, and other requirements, (3) the laws of the country ensure such requirements described in (2) are met, and (4) the rules of the exchange effectively promote active trading of listed stocks.
If a mark-to-market election is in effect, you generally would include in gross income, as ordinary income, for each taxable year that we are determined to be a PFIC an amount equal to the excess, if any, of the fair market value of your ADSs that are “marketable stock” at the close of the taxable year over your adjusted tax basis in such ADSs. If you make such election, you may also claim a deduction as an ordinary loss in each such year for the excess, if any, of your adjusted tax basis in such ADSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. The adjusted tax basis of your ADSs with respect to which the mark-to-market election applies would be adjusted to reflect amounts included in gross income or allowed as a deduction because of such election. If you make an effective mark-to-market election, any gain you recognize upon the sale, exchange or other taxable disposition of your ADSs in a year that we are determined to be a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.
Under current law, the mark-to-market election may be available to U.S. Holders of ADSs if the ADSs remain listed on the Nasdaq, which constitutes a qualified exchange, although there can be no assurance that the ADSs will be “regularly traded” for purposes of the mark-to-market election. While we would expect the Australian Securities Exchange, on which the ordinary shares are listed, to be considered a qualified exchange, no assurance can be given as to whether the Australian Securities Exchange is a qualified exchange, or that the ordinary shares would be traded in sufficient frequency to be considered regularly traded for these purposes. Additionally, because a mark-to-market election cannot be made for equity interests in any lower-tier PFIC that we may own, if we are determined to be a PFIC and you make a mark-to-mark election with respect to us, you may continue to be subject to the PFIC rules with respect to any indirect investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.
If a mark-to-market election is in effect, it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the ADSs are no longer regularly traded on a qualified exchange or the IRS consents to the
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revocation of the election. A mark-to-market election will not apply to our ADSs for any taxable year during which we are not a PFIC, but will remain in effect with respect to any subsequent taxable year in which we become a PFIC. You are urged to consult your tax advisors about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.
The tax consequences that would apply if we are a PFIC would also be different from those described above if a U.S. Holder were able to obtain certain information from us and elect to treat us as a “qualified electing fund”, or QEF, under Section 1295 of the IRS Code. Pursuant to the QEF election, you generally will be required to include in income your pro-rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year in which or with which our taxable year ends if we qualified as a PFIC in that taxable year.
A U.S. Holder that does not make a timely QEF election in the first taxable year (or portion thereof) in which we are a PFIC that is included in the holding period of such U.S. Holder may be able to mitigate the adverse PFIC tax consequences by making a QEF election in a subsequent taxable year and simultaneously making a purging election under the PFIC rules. Under one type of purging election, the U.S. Holder will be deemed to have sold its ADSs at their fair market value, and any gain recognized on such deemed sale will be treated in the same manner as an excess distribution, taxed as described above. As a result of this purging election, the U.S. Holder will have additional basis (to the extent of any gain recognized on the deemed sale). U.S. Holders are strongly urged to consult with and rely solely upon their tax advisors regarding the application of the rules governing purging elections to their particular circumstances.
U.S. Holders should be aware that there can be no assurances that we will satisfy the record keeping requirements that apply to a QEF, or that we will supply U.S. Holders with information that such U.S. Holders are required to report under the QEF rules, in the event that we are a PFIC. Thus, U.S. Holders may not be able to make a QEF Election, including a purging election, with respect to their ADSs.
PFIC Reporting Requirements
If we are a PFIC, each U.S. Holder would generally be required to file an annual information return on IRS Form 8621 containing such information as the U.S. Treasury Department may require. The failure to file IRS Form 8621 could result in the imposition of penalties and the extension of the statute of limitations with respect to U.S. federal income tax.
The U.S. federal income tax rules relating to PFICs, mark-to-market elections, and QEF elections are very complex and are affected by various factors in addition to those described above. You are strongly urged to consult your own tax advisor with respect to the impact of PFIC status on the purchase, ownership and disposition of our ADSs, the consequences to you of an investment in a PFIC, any elections available with respect to our ADSs and the IRS information reporting obligations with respect to the ownership and disposition of our ADSs.
Distributions
We do not currently anticipate paying any distributions on our ADSs or ordinary shares in the foreseeable future. However, to the extent there are any distributions made with respect to our ADSs or ordinary shares in the foreseeable future, and subject to the PFIC rules discussed above, the gross amount of any such distributions (without deduction for any withholding tax) made out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) generally will be taxable to you as ordinary dividend income on the date such distribution is actually or constructively received. Distributions in excess of our current and accumulated earnings and profits, as so determined, will be treated first as a tax-free return of capital to the extent of your adjusted tax basis in the ADSs or ordinary shares, as applicable, and thereafter as capital gain. Notwithstanding the foregoing, we do not intend to maintain calculations of earnings and profits, as determined for U.S. federal income tax purposes. Consequently, you should expect to treat any distributions paid with respect to our ADSs or ordinary shares as dividend income. (See “-Backup Withholding Tax and Information Reporting Requirements” below).
If you are a corporate U.S. Holder, dividends paid to you generally will not be eligible for the dividends-received deduction generally allowed under the IRS Code. If you are a non-corporate U.S. Holder, dividends paid to you by a “qualified foreign corporation” may be subject to taxation at a maximum rate of 20% if the dividends are “qualified dividends.” Dividends will be treated as qualified dividends if (a) certain holding period requirements are satisfied, (b) we are eligible for benefits under the tax Treaty, or our ADSs or ordinary shares are readily tradable on an established U.S. securities market, and (c) we were not, in the taxable year prior to the year in which the dividend was paid, and are not, in the taxable
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year in which the dividend is paid, a PFIC (see the discussion above under “-Passive Foreign Investment Company”). You are urged to consult your tax advisors regarding the availability of the reduced tax rate on dividends with regard to your particular circumstances.
The amount of any distributions paid in Australian dollars, including any Australian withholding taxes, will be included in your gross income in a U.S. dollar amount calculated by reference to the spot exchange rate in effect on the date of actual or constructive receipt, regardless of whether the Australian dollars are converted into U.S. dollars at that time. If Australian dollars are converted into U.S. dollars on the date of actual or constructive receipt, your tax basis in those Australian dollars generally will be equal to their U.S. dollar value on that date and, as a result, you generally should not be required to recognize any foreign exchange gain or loss.
If Australian dollars so received are not converted into U.S. dollars on the date of receipt, you will have a basis in the Australian dollars equal to their U.S. dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the Australian dollars generally will be treated as ordinary income or loss to you and generally will be income or loss from sources within the U.S. for foreign tax credit limitation purposes.
Dividends you receive with respect to ADSs generally will be treated as foreign source income, which may be relevant in calculating your foreign tax credit limitation. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For these purposes, dividends generally will be categorized as “passive” income, or in the case of certain U.S. Holders, “general category” income. Subject to certain limitations, you generally will be entitled, at your option, to claim either a credit against your U.S. federal income tax liability or a deduction in computing its U.S. federal taxable income in respect of any Australian taxes withheld. If you elect to claim a deduction, rather than a foreign tax credit, for Australian taxes withheld for a particular taxable year, the election will apply to all foreign taxes paid or accrued by you or on your behalf in the particular taxable year.
The availability of the foreign tax credit and the limitations on its availability are fact-specific and are subject to complex rules. You are urged to consult your tax advisor as to the consequences of Australian withholding taxes and the availability of a foreign tax credit or deduction. See “Australian Tax Considerations-Taxation of Dividends.” You should also consult your tax advisor regarding the application of the foreign tax credit rules to the QEF and mark-to-market regimes described above in the event we are a PFIC.
Sale, Exchange or Other Taxable Disposition of ADSs
Subject to the discussion above under “-Passive Foreign Investment Company,” you will, for U.S. federal income tax purposes, recognize gain or loss on a sale, exchange or other taxable disposition of ADSs in an amount equal to the difference between the amount realized on the sale, exchange or other taxable disposition (determined in the case of sales, exchange or other taxable dispositions in currencies other than U.S. dollars by reference to the spot exchange rate in effect on the date of the sale, exchange or, other taxable disposition or, in the case of a sale, exchange or other taxable disposition on an established securities market by a cash basis taxpayer or an electing accrual basis taxpayer, the spot exchange rate in effect on the settlement date) and your adjusted tax basis (as determined in U.S. dollars) in the ADSs. Your initial tax basis will be your U.S. dollar purchase price for such ADSs.
Such gain or loss generally will be capital gain or loss. Capital gains of a non-corporate U.S. Holder, including an individual, which has held the ADSs for more than one year are currently eligible for reduced tax rates. For foreign tax credit limitation purposes, gain or loss recognized upon a disposition generally will be treated as from sources within the U.S. However, in limited circumstances, the Treaty can re-source U.S. source income as Australian source income. The deductibility of capital losses is subject to limitations for U.S. federal income tax purposes.
You should consult your own tax advisor regarding the availability of a foreign tax credit or deduction in respect of any Australian tax imposed on a sale, exchange or other taxable disposition of ADSs. See “Australian Tax Considerations-Tax on Sales or other Dispositions of Shares.”
Backup Withholding Tax and Information Reporting Requirements
Payments of dividends with respect to the ADSs and proceeds from the sale, exchange or other taxable disposition of the ADSs, by a U.S. paying agent or other U.S. intermediary, or made into the U.S., will be reported to the IRS and to you as may be required under applicable Treasury regulations. Backup withholding may apply to these payments if you fail to provide an accurate taxpayer identification number or certification of exempt status or otherwise fail to comply with
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applicable certification requirements. Certain U.S. Holders (including, among others, corporations) are not subject to backup withholding and information reporting. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to you will be refunded (or credited against your U.S. federal income tax liability, if any), provided the required information is timely furnished to the IRS. Prospective investors should consult their own tax advisors as to their qualification for exemption from backup withholding and the procedure for establishing an exemption.
Certain individual U.S. Holders (and under Treasury regulations, certain entities) may be required to report to the IRS (on Form 8938) information with respect to their investment in the ADSs not held through an account with a U.S. financial institution. You are urged to consult with your tax advisor regarding the reporting obligations that may arise from the ownership or disposition of our ADSs.
The discussion above is not intended to constitute a complete analysis of all tax considerations applicable to an investment in ADSs. You should consult with your tax advisor concerning the tax consequences to you in your particular situation.
Australian Tax Considerations
In this section, we discuss the material Australian income tax, stamp duty and goods and services tax considerations related to the ownership and disposal by the absolute beneficial owners of the ADSs.
It is based upon existing Australian tax law as of the date of this annual report, which is subject to change, possibly retrospectively. This discussion does not address all aspects of Australian tax law which may be important to particular investors in light of their individual investment circumstances, such as shares held by investors subject to special tax rules (for example, financial institutions, insurance companies or tax exempt organizations). In addition, this summary does not discuss any foreign or state tax considerations, other than stamp duty and goods and services tax.
Prospective investors are urged to consult their tax advisors regarding the Australian and foreign income and other tax considerations of the ownership and disposition of the shares. As used in this summary a “Non-Australian Shareholder” is a holder that is not an Australian tax resident and is not carrying on business in Australia through a permanent establishment.
Taxation of Dividends
Australia operates a dividend imputation system under which dividends may be declared to be “franked” to the extent of tax paid on company profits. Fully franked dividends are not subject to dividend withholding tax. An exemption for dividend withholding tax can also apply to unfranked dividends that are declared to be conduit foreign income (CFI), and paid to Non-Australian Shareholders. Dividend withholding tax will be imposed at 30%, unless a shareholder is a resident of a country with which Australia has a double taxation agreement and qualifies for the benefits of the Treaty. Under the provisions of the current Treaty, the Australian tax withheld on unfranked dividends that are not declared to be CFI paid by us to a resident of the U.S. which is beneficially entitled to that dividend is limited to 15% where that resident is a qualified person for the purposes of the Treaty.
If a Non-Australian Shareholder is a company and owns a 10% or more interest, the Australian tax withheld on dividends paid by us to which a resident of the U.S. is beneficially entitled is limited to 5%. In limited circumstances the rate of withholding can be reduced to zero.
Tax on Sales or other Dispositions of Shares-Capital gains tax
Non-Australian Shareholders will not be subject to Australian capital gains tax on the gain made on a sale or other disposal of ADSs, unless they, together with associates, hold 10% or more of our issued capital, at the time of disposal or for 12 months of the last 2 years prior to disposal.
Non-Australian Shareholders who own a 10% or more interest would be subject to Australian capital gains tax if more than 50% of our direct or indirect assets, determined by reference to market value, consists of Australian land, leasehold interests or Australian extraction, quarrying or prospecting rights. The Treaty is unlikely to limit Australia’s right to tax any gain in these circumstances. Net capital gains are calculated after reduction for capital losses, which may only be offset against capital gains.
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Tax on Sales or other Dispositions of Shares-Shareholders Holding Shares on Revenue Account
Some Non-Australian Shareholders may hold shares on revenue rather than on capital account for example, share traders. These shareholders may have the gains made on the sale or other disposal of the shares included in their assessable income under the ordinary income taxing provisions of the income tax law, if the gains are sourced in Australia.
Non-Australian Shareholders assessable under these ordinary income provisions in respect of gains made on shares held on revenue account would be assessed for such gains at the Australian tax rates for non-Australian residents, which start at a marginal rate of 30%. Some relief from Australian income tax may be available to Non-Australian Shareholders under the Treaty. Non-Australian Shareholders that are companies will be assessed at a rate of 30%.
To the extent an amount would be included in a Non-Australian Shareholder’s assessable income under both the capital gains tax provisions and the ordinary income provisions, the capital gain amount would generally be reduced, so that the shareholder would not be subject to double tax on any part of the income gain or capital gain.
Dual Residency
If a shareholder is a resident of both Australia and the U.S. under those countries’ domestic taxation laws, that shareholder may be subject to tax as an Australian resident. If, however, the shareholder is determined to be a U.S. resident for the purposes of the Treaty, the Australian tax would be subject to limitation by the Treaty. Shareholders should obtain specialist taxation advice in these circumstances.
Stamp Duty
No stamp duty is payable by Australian residents or non-Australian residents on the issue and trading of shares that are quoted on the ASX or Nasdaq at all relevant times and the shares do not represent 90% or more of all of our issued shares.
Australian Death Duty
Australia does not have estate or death duties. As a general rule, no capital gains tax liability is realized upon the inheritance of a deceased person’s shares. The disposal of inherited shares by beneficiaries may, however, give rise to a capital gains tax liability if the gain falls within the scope of Australia’s jurisdiction to tax.
Goods and Services Tax
The issue or transfer of shares to a non-Australian resident investor will not incur Australian goods and services tax.
F.Dividends and Paying Agents
Not applicable.
G.Statement by Experts
Not applicable.
H.Documents on Display
We are subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers and under those requirements file reports with the SEC. We file reports, including Annual Reports on Form 20-F, furnish Current Reports on Form 6-K and disclose other information with the SEC pursuant to the rules and regulations of the SEC. The SEC maintains a website that contains reports and information statements regarding issuers that file electronically with the SEC. Our reports (including this Form 20-F) can be downloaded from the SEC’s website at www.sec.gov or our website at https://iperionx.com/investor-center/sec-filings.
As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as
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promptly as U.S. domestic companies whose securities are registered under the Exchange Act. However, we will file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and may submit to the SEC, on a Form 6-K, unaudited quarterly financial information.
In addition, since our ordinary shares are traded on the ASX, we have filed annual and semi-annual reports with, and furnish information to, the ASX, as required under the ASX Listing Rules and the Corporations Act. Copies of our filings with the ASX can be retrieved electronically at www.asx.com.au under our symbol “IPX”. We also maintain a web site at www.iperionx.com. The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this annual report on Form 20-F, and the reference to our website in this annual report on Form 20-F is an inactive textual reference only.
I.Subsidiary Information.
Not applicable.
J.Annual Report to Security Holders.
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our principal financial instruments comprise cash, receivables, other financial assets, payables, loans and borrowings, and lease liabilities. The main risks arising from the Company's financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk.
We manage our exposure to key financial risks in accordance with our financial risk management policy. Key risks are monitored and reviewed as circumstances change (e.g., acquisition of a new project) and policies are revised as required. The overall objective of our financial risk management policy is to support the delivery of our financial targets while protecting future financial security.
Given the nature and size of the business and uncertainty as to the timing and amount of cash inflows and outflows, we do not enter into derivative transactions to mitigate the financial risks. In addition, our policy is that no trading in financial instruments shall be undertaken for the purposes of making speculative gains. As our operations change going forward, we expect that our Board will review this policy periodically.
Our Board has overall responsibility for the establishment and oversight of the risk management framework. The Board reviews and agrees policies for managing our financial risks as summarized below. For additional information about our financial risk management objectives and policies, see Note 23 to our audited consolidated financial statements for fiscal 2026, included in this annual report.
Interest Rate Risk
Our exposure to the risk of changes in market interest rates relates primarily to the cash and short-term deposits with a floating interest rate. These financial assets with variable rates expose us to cash flow interest rate risk. All other financial assets and liabilities are either non-interest bearing (for example, receivables and payables) or have fixed interest rates (for example, lease liabilities, sub-lease receivables, and loans and borrowings).
Our cash at bank and on hand and short-term deposits had a weighted average floating interest rate at June 30, 2026 of 2.89% (2025: 3.48%).
We currently do not engage in any hedging or derivative transactions to manage interest rate risk.
Foreign Currency Risk
Foreign currency risk is the risk that the fair value of future cash outflows will fluctuate because of changes in foreign currency exchange rates.
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Our exposure to the risk of changes in foreign exchange rate relates primarily to assets and liabilities that are denominated in currencies other than U.S. dollars. We also have transactional currency exposures relating to transactions denominated in currencies other than U.S. dollars. The currency in which these transactions primarily are denominated is Australian dollars. In addition, our Australian parent company, whose functional currency is Australian dollars, holds U.S. dollar-denominated cash balances to fund the Group's U.S. operations and growth initiatives. As a result, fluctuations in the U.S. dollar to Australian dollar exchange rate may give rise to foreign exchange gains or losses upon remeasurement of these monetary assets and liabilities and may affect our reported results of operations and financial position.
It is our policy not to enter into any hedging or derivative transactions to manage foreign currency risk.
Credit Risk
Credit risk is the risk of financial loss to us if a customer or counterparty to a financial instrument fails to meet its contractual obligations. This arises principally from cash and cash equivalents, receivables, and other financial assets.
We did not have significant concentrations of credit risk as of June 30, 2026. With respect to credit risk arising from cash and cash equivalents, our exposure arises from default of the counter party, with a maximum exposure equal to the carrying amount of these instruments.
Trade and other receivables comprise primarily receivables from government funding programs, deposits, accrued interest and goods and services tax refunds due. Where possible we trade only with recognized, creditworthy third parties. It is our policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that our exposure to bad debts is not significant. There were no past due receivables at the date of this report.
Liquidity Risk
Liquidity risk is the risk that we will not be able to meet our financial obligations as they fall due. The Board’s approach to managing liquidity is to ensure, as far as possible, that we will have sufficient liquidity to meet our liabilities when due. At June 30, 2026, we determined that we had sufficient liquid assets to meet our financial obligations.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A.Debt Securities.
Not applicable.
B.Warrants and rights.
Not applicable.
C.Other Securities.
Not applicable.
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D.American Depositary Shares
Fees and Expenses
| 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 | |||||||
The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.
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The depositary may convert currency itself or through any of its affiliates, or the custodian or we may convert currency and pay U.S. dollars to the depositary. Where the depositary converts currency itself or through any of its affiliates, the depositary acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained by it or its affiliate in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligation to act without negligence or bad faith. The methodology used to determine exchange rates used in currency conversions made by the depositary is available upon request. Where the custodian converts currency, the custodian has no obligation to obtain the most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined will be the most favorable to ADS holders, and the depositary makes no representation that the rate is the most favorable rate and will not be liable for any direct or indirect losses associated with the rate. In certain instances, the depositary may receive dividends or other distributions from us in U.S. dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a rate that was obtained or determined by us and, in such cases, the depositary will not engage in, or be responsible for, any foreign currency transactions and neither it nor we make any representation that the rate obtained or determined by us is the most favorable rate and neither it nor we will be liable for any direct or indirect losses associated with the rate.
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PART II.
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. “Disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of June 30, 2026, our disclosure controls and procedures were effective. Our Chief Executive Officer and Chief Financial Officer have concluded that the consolidated financial statements included elsewhere in this Annual Report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
Management’s Report on Internal Control over Financial Reporting
Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS as issued by the IASB. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS as issued by the IASB, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements, including the possibility of human error and the circumvention or overriding of controls. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, with participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on that assessment, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2026, our internal control over financial reporting was effective.
128
Attestation Report of the Registered Public Accounting Firm
PricewaterhouseCoopers, our independent registered public accounting firm, has audited the consolidated financial statements of IperionX Limited as of and for the year ended June 30, 2026, included herein, and has issued an audit report on our internal control over financial reporting, which is included elsewhere in this Form 20-F.
Changes in Internal Control over Financial Reporting
During the fiscal year ended June 30, 2026, we implemented a new enterprise resource planning (ERP) system as part of our ongoing initiative to strengthen the control environment and modernize our financial reporting infrastructure. The ERP implementation represents a significant change in our information technology systems and has resulted in changes to certain of our business processes and related internal controls over financial reporting.
In connection with the ERP transition, we are continuing to migrate away from manual controls toward automated, system-based controls embedded within the new platform. This includes the replacement of manual review and approval processes with system-enforced workflows, automated three-way matching, and configurable access and segregation of duties controls built into the system architecture. Management believes this transition will further enhance the reliability and efficiency of our internal control environment and reduce the risk of error or omission associated with manual processes.
We have implemented additional monitoring procedures during this transition period to ensure that controls continued to operate effectively throughout the migration and that no gaps in the control environment arose as a result of the change in systems. As of June 30, 2026, management has evaluated the effect of these changes on our internal control over financial reporting and concluded that the ERP implementation did not adversely impact the effectiveness of our internal controls.
Other than the ERP system implementation described above, there were no changes in our internal control over financial reporting during the fiscal year ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16. [RESERVED]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Mr. Tony Tripeny is an audit committee financial expert and is independent under the listing standards of the Nasdaq Capital Market for audit committee members and the heightened independence requirement for audit committee members required by Rule 10A-3 under the Exchange Act.
ITEM 16B. CODE OF ETHICS
We have adopted a code of conduct that applies to our directors, officers, employees and contractors (collectively called the employees) of the Company. The code of conduct is publicly available under the “Company Overview” section of our website at www.iperionx.com. Written copies are available upon request. If we make any substantive amendment to the code of conduct or grant any waivers, including any implicit waiver, from a provision of the codes of conduct, we will disclose the nature of such amendment or waiver on our website.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth, for each of the years indicated, the fees billed by PricewaterhouseCoopers, which has served as our independent registered public accounting firm for the last three completed fiscal years.
| Services Rendered | Fiscal 2026 US$ | Fiscal 2025 US$ | Fiscal 2024 US$ | ||||||||||||||
| Audit or review of financial reports | 595,000 | 400,000 | 270,955 | ||||||||||||||
| Audit-related services | 212,339 | - | - | ||||||||||||||
| Total | 807,339 | 400,000 | 270,955 | ||||||||||||||
129
Pre-Approval Policies and Procedures
Our Audit Committee has adopted policies and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm. Pre-approval of an audit or non-audit service may be given as a general pre-approval, as part of the audit committee’s approval of the scope of the engagement of our independent registered public accounting firm, or on an individual basis. Any proposed services exceeding general pre-approved levels also requires specific pre-approval by our audit committee. All of the fees described above were pre-approved by our board of directors.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Neither we, nor any affiliated purchaser of us, purchased any of our securities during the year ended June 30, 2026.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
None.
ITEM 16G. CORPORATE GOVERNANCE
Additional Corporate Governance Differences
The Nasdaq Capital Market allows a foreign private issuer, such as IperionX, to follow its home country practices in lieu of certain of Nasdaq’s corporate governance standards. In particular, we follow home country law instead of Nasdaq practice regarding:
•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 preceding 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.
Following our home country governance practices, as opposed to the requirements that would otherwise apply to a U.S. company listed on the Nasdaq Capital Market, may provide less protection than is accorded to investors in a U.S. issuer.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable because we do not currently operate any mines subject to the U.S. Federal Mine Safety and Health Act of 1977.
ITEM 16J. INSIDER TRADING POLICIES
Our Securities Trading Policy governs purchases, sales and other dispositions of our securities by our directors, executive officers and employees. We believe our Securities Trading Policy is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations. Our Securities Trading Policy prohibits purchases, sales and other dispositions of our securities while in possession of material nonpublic information about us and from disclosing such
130
information to others. The foregoing summary does not purport to be complete and is qualified in its entirety by our Securities Trading Policy, a copy of which is filed as exhibit 11.1 to this annual report.
ITEM 16K. CYBERSECURITY
131
PART III.
ITEM 17. FINANCIAL STATEMENTS
We have elected to provide financial statements and related information pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS
The consolidated financial statements and the related notes required by this Item are included in this annual report on Form 20-F beginning on page F-1.
ITEM 19. EXHIBITS.
| 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 Amendment No. 1 to Registration Statement on Form 20-F, filed on May 4, 2022) | ||||||||
| Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 2.1) | ||||||||
| Description of Share Capital (incorporated by reference to Exhibit 2.3 to the Company’s Annual Report on Form 20-F, filed on August 26, 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 | ||||||||
| Securities Trading Policy (incorporated by reference to Exhibit 99.1 to the Company’s Report on Form 6-K, filed on May 23, 2024) | ||||||||
| 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 | ||||||||
15.1* | Technical Report Summary on the Titan Project, dated June 4, 2026 | |||||||
| Consent of PricewaterhouseCoopers | ||||||||
| Consent of Etienne Raffaillac as Qualified Person | ||||||||
15.4* | Consent of Marshall Miller & Associates, Inc. as Qualified Person | |||||||
15.5* | Consent of Primero Group Americas Inc. as Qualified Person | |||||||
15.6* | Consent of Karst Geo Solutions, LLC as Qualified Person | |||||||
| Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 20-F, filed on October 30, 2024) | ||||||||
| 101.1 | The following financial statements from the Company’s Annual Report on Form 20-F for the year ended June 30, 2026, 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 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
| * | Filed herewith. | |||||||
132
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on Form 20-F filed on its behalf.
| IPERIONX LIMITED | |||||||||||
| By: | /s/ Marcela Castro | ||||||||||
| Marcela Castro | |||||||||||
| Chief Financial Officer | |||||||||||
Date: September 29, 2026 | |||||||||||
133
IperionX Limited
ANNUAL CONSOLIDATED FINANCIAL STATEMENTS
for the year ended June 30, 2026
F-1
IperionX Limited
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of IperionX Limited
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statement of financial position of IperionX Limited and its subsidiaries (the “Company”) as of June 30, 2026 and 2025, and the related consolidated statements of profit or loss and other comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended June 30, 2026, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and
F-2
directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of share-based payments
As described in Notes 1(y) and 21 to the consolidated financial statements, the Company recognised share-based payment expenses of $9.2 million for the year ended June 30, 2026. The share-based payments are measured by management at fair value using valuation models that involved the use of significant assumptions including risk-free interest rate and share price volatility.
The principal considerations for our determination that performing procedures relating to the valuation of share-based payments is a critical audit matter are (i) the significant judgment by management, including the use of management’s specialist, in determining the fair value of the share-based payments; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management’s (a) valuation models and (b) significant assumptions related to risk-free interest rate and share price volatility; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of share-based payments, including controls over the valuation models, significant assumptions, and underlying data. These procedures also included, among others (i) testing management’s process for determining the fair value of the share-based payments; (ii) testing the completeness and accuracy of the underlying data used in the estimate; (iii) evaluating the work of management’s specialist involved in the determination of significant judgments and assumptions; (iv) the involvement of professionals with specialized skill and knowledge to assist in evaluating the appropriateness of management’s valuation models and reasonableness of certain significant assumptions; and (v) evaluating the disclosures made regarding the share-based payment expenses recognized in the consolidated financial statements against the requirements of IFRS.
/s/ PricewaterhouseCoopers
September 29, 2026
We have served as the Company's auditor since 2021.
F-3
IperionX Limited
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED JUNE 30,
| Notes | 2026 | 2025 | 2024 | |||||||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||||||||
| Continuing operations | ||||||||||||||||||||||||||
| Research and development costs | 2 | ( | ( | ( | ||||||||||||||||||||||
| Exploration and evaluation expenses | ( | ( | ( | |||||||||||||||||||||||
| Corporate and administrative expenses | 2 | ( | ( | ( | ||||||||||||||||||||||
| Business development expenses | ( | ( | ( | |||||||||||||||||||||||
| Share-based payment expenses | 21(a) | ( | ( | ( | ||||||||||||||||||||||
| Finance income | 2 | |||||||||||||||||||||||||
| Finance costs | 2 | ( | ( | ( | ||||||||||||||||||||||
| Other income and expenses | 2 | |||||||||||||||||||||||||
| Loss before income tax | ( | ( | ( | |||||||||||||||||||||||
| Income tax expense | 3 | |||||||||||||||||||||||||
| Loss for the year | ( | ( | ( | |||||||||||||||||||||||
| Loss attributable to shareholders of IperionX Limited | ( | ( | ( | |||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||
| Items that may be reclassified subsequently to profit or loss: | ||||||||||||||||||||||||||
| Exchange differences arising on translation into presentation currency | 17(f) | ( | ( | |||||||||||||||||||||||
| Other comprehensive income (loss) for the year, net of tax | ( | ( | ||||||||||||||||||||||||
| Total comprehensive loss for the year | ( | ( | ( | |||||||||||||||||||||||
| Total comprehensive loss attributable to shareholders of IperionX Limited | ( | ( | ( | |||||||||||||||||||||||
| Basic loss per share (US$ per share) | 19 | ( | ( | ( | ||||||||||||||||||||||
| Diluted loss per share (US$ per share) | 19 | ( | ( | ( | ||||||||||||||||||||||
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.
F-4
IperionX Limited
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS OF JUNE 30,
| Notes | 2026 | 2025 | ||||||||||||||||||
| US$ | US$ | |||||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Current Assets | ||||||||||||||||||||
| Cash and cash equivalents | 5 | |||||||||||||||||||
| Trade and other receivables | 6 | |||||||||||||||||||
| Prepayments | 7 | |||||||||||||||||||
| Inventories | 8 | |||||||||||||||||||
| Total Current Assets | ||||||||||||||||||||
| Non-Current Assets | ||||||||||||||||||||
| Property, plant and equipment | 9 | |||||||||||||||||||
| Intangible assets | 10 | |||||||||||||||||||
| Exploration and evaluation assets | 11 | |||||||||||||||||||
| Prepayments | 7 | |||||||||||||||||||
| Total Non-Current Assets | ||||||||||||||||||||
| TOTAL ASSETS | ||||||||||||||||||||
| LIABILITIES | ||||||||||||||||||||
| Current Liabilities | ||||||||||||||||||||
| Trade and other payables | 12 | |||||||||||||||||||
| Deferred income | 13 | |||||||||||||||||||
| Loans and borrowings | 14 | |||||||||||||||||||
| Provisions | 12 | |||||||||||||||||||
| Total Current Liabilities | ||||||||||||||||||||
| Non-Current Liabilities | ||||||||||||||||||||
| Other long-term liabilities | 12 | |||||||||||||||||||
| Loans and borrowings | 14 | |||||||||||||||||||
| Total Non-Current Liabilities | ||||||||||||||||||||
| TOTAL LIABILITIES | ||||||||||||||||||||
| NET ASSETS | ||||||||||||||||||||
| EQUITY | ||||||||||||||||||||
| Contributed equity | 16 | |||||||||||||||||||
| Reserves | 17 | |||||||||||||||||||
| Accumulated losses | 18 | ( | ( | |||||||||||||||||
| TOTAL EQUITY | ||||||||||||||||||||
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
F-5
IperionX Limited
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED June 30, 2026
| Contributed Equity | Share-Based Payments Reserve | Foreign Currency Translation Reserve | Accumulated Losses | Total Equity | |||||||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | ( | ( | |||||||||||||||||||||||||||||||||
| 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 | - | - | - | ||||||||||||||||||||||||||||||||
| Issue of shares – conversion of RSUs | ( | - | - | - | |||||||||||||||||||||||||||||||
| Issue of shares – conversion of rights | ( | - | - | - | |||||||||||||||||||||||||||||||
| Issue of shares to consultants | ( | - | - | - | |||||||||||||||||||||||||||||||
| Issue of shares to director in lieu of bonus | ( | - | - | - | |||||||||||||||||||||||||||||||
| Share issue costs | ( | - | - | - | ( | ||||||||||||||||||||||||||||||
| Share-based payment expense | - | - | - | ||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | ( | ( | |||||||||||||||||||||||||||||||||
| 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 | ( | - | - | ||||||||||||||||||||||||||||||||
| Issue of shares - conversion of RSUs | ( | - | - | - | |||||||||||||||||||||||||||||||
| Issue of shares - conversion of rights | ( | - | - | - | |||||||||||||||||||||||||||||||
| Issue of shares - payment of expenses | - | - | - | ||||||||||||||||||||||||||||||||
| Share issue costs | ( | - | - | - | ( | ||||||||||||||||||||||||||||||
| Share-based payment expense | - | - | - | ||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | ( | ||||||||||||||||||||||||||||||||||
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
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IperionX Limited
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30,
| Notes | 2026 | 2025 | 2024 | |||||||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||||||||
| Operating activities | ||||||||||||||||||||||||||
| Payments to suppliers and employees | ( | ( | ( | |||||||||||||||||||||||
| Government reimbursements for Titan Project DFS | ||||||||||||||||||||||||||
| Receipts from third parties | ||||||||||||||||||||||||||
| Interest paid | ( | ( | ( | |||||||||||||||||||||||
| Interest received | ||||||||||||||||||||||||||
| Taxes paid | ( | |||||||||||||||||||||||||
| Net cash flows used in operating activities | 5 | ( | ( | ( | ||||||||||||||||||||||
| Investing activities | ||||||||||||||||||||||||||
| Purchase of property, plant and equipment | 9 | ( | ( | ( | ||||||||||||||||||||||
| Proceeds from sale of property, plant and equipment | 9 | |||||||||||||||||||||||||
| Purchases of intangible assets | 10 | ( | ( | |||||||||||||||||||||||
| Purchase of exploration and evaluation assets | 11 | ( | ( | ( | ||||||||||||||||||||||
| Blacksand option prepayments | 7 | ( | ||||||||||||||||||||||||
| Other investing | ( | |||||||||||||||||||||||||
| Net cash flows used in investing activities | ( | ( | ( | |||||||||||||||||||||||
| Financing activities | ||||||||||||||||||||||||||
| Proceeds from issue of shares | ||||||||||||||||||||||||||
| Share issue costs | ( | ( | ( | |||||||||||||||||||||||
| Repayment of borrowings | ( | ( | ( | |||||||||||||||||||||||
| Payment of principal portion of lease liabilities | ( | ( | ( | |||||||||||||||||||||||
| Net cash flows from financing activities | ||||||||||||||||||||||||||
| Net (decrease) increase in cash and cash equivalents | ( | |||||||||||||||||||||||||
| Net foreign exchange differences | ( | ( | ||||||||||||||||||||||||
| Cash and cash equivalents at beginning of the year | ||||||||||||||||||||||||||
| Cash and cash equivalents at the end of the year | 5 | |||||||||||||||||||||||||
| Supplemental cash flow information: | ||||||||||||||||||||||||||
| Property, plant, equipment additions in accounts payable and other accrued liabilities | ||||||||||||||||||||||||||
| Intangible additions in accounts payable, other accrued liabilities and other long-term liabilities | ||||||||||||||||||||||||||
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
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IperionX Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2026
1. STATEMENT OF MATERIAL ACCOUNTING POLICIES
The material accounting policies adopted in preparing the consolidated financial statements of IperionX Limited (“IperionX” or “Company”) and its consolidated entities (“Consolidated Entity” or “Group”) for the years ended June 30, 2026, 2025 and 2024 are stated to assist in a general understanding of the consolidated financial statements.
IperionX is a for-profit company limited by shares, incorporated and domiciled in Australia. Our ordinary shares are listed on the Australian Securities Exchange, or ASX, under the symbol “IPX”, and our American Depositary Shares, or ADSs, each representing ten (10 ) of our ordinary shares, are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “IPX”.
The principal activities of the Group during the year consisted of the development of its titanium metal technologies and the exploration of its mineral properties in the U.S.
The Group is operating a U.S. based, integrated titanium business to support a range of advanced industries, including consumer electronics, aerospace, defense, medical, bicycles, additive manufacturing, and automotive. We expect to offer a range of titanium products and alloys for customers across these key industries.
Our portfolio of assets includes our operations at the Titanium Manufacturing Campus in Halifax County, Virginia; our Atlas-Titan platform in Tennessee, and Industrial Pilot Facility (IPF) in Salt Lake City, Utah, that together are re-shoring a sustainable titanium supply chain in the U.S.
IperionX owns patents to certain titanium and metal alloy production technologies and holds exclusive global licenses over the Technologies, including Hydrogen Assisted Metallothermic Reduction™, Granulation Sintering Deoxygenation™, low carbon titanium mineral enrichment, Hydrogen Sintering and Phase Transformation™, Alkaline Roasting and Hydrolysis™, and other titanium alloying technologies.
(a) Basis of Preparation
The financial report is a general purpose financial report, which has been prepared in accordance with IFRS as issued by the IASB.
The consolidated financial report has also been prepared on a historical cost basis, except for other financial assets and inventory received through government program (See Note 1(h)), which have been measured at fair value. The consolidated financial statements are presented in U.S. dollars (US$ or $).
Certain prior year expense balances have been reclassified and presented on a more disaggregated basis to conform to the current year presentation. These reclassifications were immaterial and had no effect on previously reported net income, total assets, or stockholders’ equity.
Going Concern
The financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realization of assets and the settlement of liabilities in the normal course of business.
At June 30, 2026, the Group has cash and cash equivalents of $35.2 million (2025: $54.8 million) and net assets of $88.3 million (2025: $92.4 million). The Group had net outflows from operating and investing activities of $63.5 million for fiscal 2026 (2025: $46.1 million) (2024: $25.1 million). On July 7, 2026, the Company completed the placement of 2,275,000 new fully paid ADSs, each representing 10 ordinary shares, to raise gross proceeds of $50 million before costs.
IperionX's principal committed source of non-dilutive funding is the U.S. DoW industrial-base programs under which its Virginia titanium production facility is being built: the DPA Title III award ($12.7 million) and the IBAS award ($47.1 million) are fully obligated by the Government, $22.7 million had been reimbursed at June 30, 2026 and $37.1 million of
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obligated, reimbursable funding remained available to be drawn against qualifying expenditure over the expansion to approximately 1,400 tons per annum. In addition, IperionX holds a U.S. Army SBIR Phase III indefinite-delivery contract with a ceiling of $99.0 million, under which two firm-fixed-price task orders totaling approximately $19.8 million have been awarded (Task Order 2, awarded in August 2026, has a base value of $18.5 million of which $11.5 million was funded at award, with options to $25.4 million), plus other U.S. Government awards of up to $6.6 million. The U.S. Government has also transferred approximately 290 metric tons of titanium alloy scrap to IperionX at no cost, reducing feedstock purchases for approximately eighteen months of production at the current 200 tons per annum capacity.
Beyond these contracted sources, IperionX has a number of potential sources of liquidity: Customer receipts are expected to grow as the Virginia facility moves from prototype and qualification work into low-rate production; IperionX has purchase orders and supply arrangements with the U.S. Army (DEVCOM Ground Vehicle Systems Center), American Rheinmetall, Ford Motor Company and Carver Pump, among others. The remaining $79.2 million of ceiling under the SBIR Phase III task order awarded and other awards referred to above may be accessed through further task orders at the Government's discretion. IperionX has demonstrated continuing access to equity capital markets, having raised more than $250 million through the date of filing, from institutional and retail investors since listing, and its Nasdaq and ASX listings provide the ability to raise further capital. Finally, a substantial portion of IperionX’s forecast expenditure, including GenX™ development, Titan and Atlas development work and the pace of the 1,400 tons per annum expansion, is discretionary and can be deferred or reduced if necessary.
Further, the U.S. Government has materially expanded the capital available to domestic critical-minerals and metals producers, including through the DoW’s Office of Strategic Capital, which since July 2025 has committed loans of approximately $2.5 billion to domestic rare earth, magnet and scandium metal projects under loan authority of up to approximately $100 billion, and through two 2026 Defense Industrial Base Consortium solicitations for domestic critical-minerals processing capacity, the most recent of which specifically names titanium, including sponge and sponge substitutes, for which IperionX has submitted proposals.
(b) New Standards, Interpretations and Amendments
In the current year, the Group has adopted all of the new and revised Accounting Standards and Interpretations effective from July 1, 2025 that are mandatory.
The adoption of the aforementioned standards has had no impact on the financial statements of the Company as at June 30, 2026. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
Issued standards and interpretations not early adopted
International Financial Reporting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Group for the year ended June 30, 2026. Those which may be relevant to the Group are set out in the table below, but these are not expected to have any significant impact on the Group’s financial statements:
| Standard/Interpretation | Application Date of Standard | Application Date for the Group | ||||||
| IFRS 18 Presentation and Disclosure in Financial Statements | January 1, 2027 | July 1, 2027 | ||||||
| IFRS 19 Subsidiaries without Public Accountability | January 1, 2027 | July 1, 2027 | ||||||
| IFRS 20 Regulatory Assets and Regulatory Liabilities | January 1, 2029 | July 1, 2029 | ||||||
A discussion on the impact of the adoption of IFRS 18 - Presentation and Disclosure in Financial Statements is included below. The adoption of the other aforementioned standards is not expected to have any significant impact on the Group’s financial statements.
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IFRS 18 - Presentation and Disclosure in Financial Statements
IFRS 18 - Presentation and Disclosure in Financial Statements replaces IAS 1 - Presentation of Financial Statements and introduces new requirements for the presentation of financial statements. IFRS 18 will not change the recognition and measurement of items in the financial statements but will affect presentation and disclosure in the financial statements, including introducing new categories and subtotals in the statement of profit or loss and other comprehensive income, requiring the disclosure of management defined performance measures, and changing the grouping of information in the financial statements.
(c) Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company.
Control is achieved when the Company has power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power.
Subsidiaries are all those entities (including special purpose entities) over which the Company has the power to govern the financial and operating policies, so as to obtain benefits from its activities, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity.
The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company.
Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-consolidated from the date that control ceases.
Intercompany transactions and balances, income and expenses and profits and losses between Group companies, are eliminated.
(d) Foreign Currencies
(i)Functional and Presentation Currency
The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The parent Company’s functional currency is Australian dollars.
The Group’s financial statements are presented in U.S. dollars which is the Group’s presentation currency. U.S. dollars have been chosen as the Group’s presentation currency to better reflect the Groupʼs business activities in the U.S. and to enhance comparability with its industry peer group, the majority of which report in U.S. dollars.
(ii)Transactions and Balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognized in the income statement, except where deferred in equity as a qualifying cash flow or net investment hedge.
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Exchange differences arising on the translation of non-monetary items are recognized directly in equity to the extent that the gain or loss is directly recognized in equity, otherwise the exchange difference is recognized in the income statement.
(iii)Group Companies
The financial results and position of operations whose functional currency is different from the Group’s presentation currency are translated as follows:
•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.
Exchange differences arising on translation into the presentation currency are transferred directly to the Group’s foreign currency translation reserve in equity. These differences are recognized in profit or loss in the year in which the operation is disposed.
(e) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.
(f) Trade and Other Receivables
Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less allowance for any expected credit loss applying the simplified approach. If collection of the amounts is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are generally due for settlement within 30 days and therefore are all classified as current.
As the majority of receivables are short term in nature, their carrying amount is assumed to be the same as their fair value.
An estimate for the expected credit loss is made based on the historical risk of default and expected loss rates at the inception of the transaction. Inputs are selected for the expected credit loss impairment calculation based on the Group’s past history, existing market conditions as well as forward looking estimates.
(g) Prepayments
Prepayments represent payments in advance of receipt of goods or services. The Group recognizes a prepayment as an asset within other current and non-current assets when payment for goods or services has been made in advance of the Group obtaining a right to access those goods or services. These prepayments are assessed for indicators of impairment each year. If future economic benefits are no longer expected to occur, and economic benefits cannot be derived from the prepayment in any other way, the prepayment will be derecognized.
(h) Inventory
Inventories are stated at the lower of cost and net realizable value. Cost is determined on a first-in, first-out basis.
Raw materials are valued at cost of purchase. For work-in-process and finished goods, cost includes the cost of purchase and costs of conversion, with labor and manufacturing overhead applied using standard costing techniques that approximate actual cost. Unallocated overhead associated with abnormally low production levels, including costs incurred during the commissioning and ramp-up of manufacturing operations, is expensed as incurred and excluded from the cost of inventory.
Costs incurred with respect to raw materials, work-in-process, and finished goods are expensed as research and development expense as incurred when such materials or products are used in research and development activities. Costs are capitalized as inventory when they are incurred in bringing inventories to their present location and condition and are expected to be recovered through sale.
F-11
Titanium powder held for consumption in the production of engineered products is classified as raw materials.
The Company reviews inventory each reporting period and writes down excess, slow-moving, or obsolete items to net realizable value where required, with such write-downs recognized in operating expenses. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and costs necessary to make the sale.
Titanium scrap and feedstock received from U.S. Government programs at no cost, and without the transfer of a distinct good or service to the Government, are accounted for as non-monetary government grants. Such grants are recognized at fair value upon receipt and presented as deferred income in the statement of financial position. Refer to Note 1(n).
(i) Property, Plant and Equipment
The carrying amounts of property, plant and equipment are reviewed for impairment in accordance with the policy described in Note 1(u).
(j) Intangible Assets
Intangible assets are stated at cost, net of accumulated amortization and accumulated impairment losses, if any. Cost in relation to patents includes registration, documentation and other legal fees associated with obtaining the patent. The costs of internally generated intangible assets are not capitalized and the expense is reflected as research and development costs in the statement of profit or loss as it is incurred.
The cost of intangible assets is amortized on a straight-line basis over their estimated useful lives, which are reviewed at least annually. The expected changes in the useful life or in the pattern of consumption of the future economic benefits of the asset are accounted for when changing the period or amortization method, as appropriate, and they are treated as changes in the accounting estimates. Amortization expense is recognized in the statement of profit or loss as research and development costs.
The Group’s primary patents each have a useful life between 8 and 20 years, with a remaining weighted-average useful life of 10.7 years. Additional patents granted in various jurisdictions will be used to extend the territorial coverage of the primary patent. Intangible assets are tested for impairment when there is an indicator of impairment, as well as possible reversal of previous impairment losses.
(k) Exploration and Evaluation Expenditures
Exploration and evaluation expenditures are accounted for in accordance with the ‘area of interest’ method and with IFRS 6 - Exploration for and Evaluation of Mineral Resources.
Exploration and evaluation expenditures comprise costs incurred in connection with the exploration for and evaluation of mineral resources before the technical feasibility and commercial viability of extracting a mineral resource have been demonstrated.
For each area of interest, costs incurred to acquire rights to explore are capitalized and recognized as exploration and evaluation assets. Such costs include option payments made to landowners under the Group's option agreements, to the extent they are directly attributable to the acquisition of exploration rights.
F-12
Exploration and evaluation assets are initially measured at cost and are carried forward where the Group's rights of tenure are current and one of the following conditions is met:
•the expenditures are expected to be recovered through the successful development and commercial exploitation of the area of interest, or alternatively through its sale; or
•exploration and evaluation activities in the area of interest have not yet reached a stage that permits technical feasibility and commercial viability to be demonstrated, and active and significant operations are continuing.
The Group has identified proven and probable reserves within certain areas of interest and has completed a DFS for these properties. However, as of the reporting date, management has not yet committed to proceed with development. Advancement of these projects remains dependent upon securing adequate financing and/or a strategic development partner, as well as management's final approval to proceed. Accordingly, the related expenditures continue to be classified as exploration and evaluation.
Once management has committed to proceed with development, the related exploration and evaluation assets are assessed for impairment and reclassified to mine development properties.
Following commencement of commercial production, mine development properties are amortized over the expected life of the economically recoverable reserves associated with the relevant area of interest.
The recoverability of exploration and evaluation assets is dependent upon the successful development and commercial exploitation of the relevant properties, or alternatively their sale.
Impairment
Capitalized exploration costs are reviewed each reporting date to establish whether an indication of impairment exists. If any such indication exists, the recoverable amount of the capitalized exploration costs is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset.
(l) Research and Development Expenditure
All costs associated with research and development are expensed as incurred. Research and development activities are directed toward the development of new products as well as improvements in existing titanium processing technologies. These costs primarily include salaries and related personnel expenses, subcontractor expenses, patent registration expenses, materials, depreciation and amortization, allocated overhead, and other development expenses associated with processing operations at our IPF in Utah and TPF in Virginia.
(m) Trade and Other Payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 60 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date.
They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method. The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature.
(n) Deferred Income
Deferred income represents amounts received or receivable from customers for which the related performance obligations have not yet been satisfied, or where the conditions for revenue recognition have not been met as of the reporting date. These amounts are recognized as contract liabilities in the statement of financial position.
Deferred income arising from contracts with customers is recognized as revenue when, or as, the related performance obligations are satisfied. Revenue is recognized either at a point in time or over time, depending on the nature of the
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underlying performance obligation. The amount recognized reflects the consideration to which the Company expects to be entitled in exchange for transferring the promised goods or services to the customer.
Deferred income may also arise from government grants, including grants received in the form of non-monetary assets such as inventory. In accordance with IAS 20 - Accounting for Government Grants and Disclosure of Government Assistance, non-monetary government grants are measured at fair value on initial recognition, with the corresponding grant recognized as deferred income in the statement of financial position. Deferred income is subsequently recognized in profit or loss on a systematic basis over the periods in which the related costs are incurred or the applicable grant conditions are satisfied. Refer to Note 1(aa) for further discussion.
(o) Provisions
(p) Interest Income
Interest income is recognized on a time proportionate basis that takes into account the effective yield on the financial asset.
(q) Income Tax
The income tax expense for the year is the tax payable on the current year’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognized for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognized in relation to these temporary differences if they arose on goodwill or in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.
Deferred tax liabilities and assets are not recognized for temporary differences between the carrying amount and tax bases of investments in controlled entities where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.
Unrecognized deferred income tax assets are reassessed at each balance date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Current and deferred tax balances attributable to amounts recognized directly in equity are also recognized directly in equity.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against tax liabilities and the deferred tax liabilities relate to the same taxable entity and the same taxation authority.
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(r) Earnings per Share
Basic EPS is calculated by dividing the net profit attributable to members of the Company for the reporting period, after excluding any costs of servicing equity, by the weighted average number of ordinary shares of the Company, adjusted for any bonus issue.
Diluted EPS is calculated by dividing the basic EPS earnings, adjusted by the after tax effect of financing costs associated with dilutive potential Ordinary Shares and the effect on revenues and expenses of conversion to Ordinary Shares associated with dilutive potential Ordinary Shares, by the weighted average number of Ordinary Shares and dilutive Ordinary Shares adjusted for any bonus issue. Diluted earnings per share excludes all dilutive potential shares if their effect is anti-dilutive.
(s) Use and Revision of Accounting Estimates, Judgments and Assumptions
The preparation of the financial report requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years.
In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amount recognized in the financial statements are described in Note 21: Share-Based Payments.
(t) Operating Segments
An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This includes start up operations which are yet to earn revenues. Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to and reviewed by the chief operating decision maker.
Operating segments have been identified based on the information provided to the chief operating decision makers.
The Group aggregates two or more operating segments when they have similar economic characteristics, and the segments are similar in each of the following respects:
•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.
Operating segments that meet the quantitative criteria as prescribed by IFRS 8 - Operating Segments are reported separately. However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the financial statements.
Information about other business activities and operating segments that are below the quantitative criteria are combined and disclosed in a separate category for “all other segments”.
Currently, the Group has only one operating segment, being exploration and development of minerals and metals in the U.S.
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(u) Impairment of Non-Financial Assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset’s value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.
In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
An assessment is also made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. After such a reversal the depreciation charge is adjusted in future years to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.
(v) Fair Value Estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.
The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities classified as fair value through other comprehensive income) is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Group is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price.
The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.
(w) Issued and Unissued Capital
Ordinary Shares and Performance Shares are classified as equity. Issued and paid up capital is recognized at the fair value of the consideration received by the Company. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
(x) Dividends
Provision is made for the amount of any dividend declared on or before the end of the year but not distributed at balance date.
(y) Share-Based Payments
Equity-settled share-based payments are provided to officers, employees, consultants and other advisors. These share-based payments are measured at the fair value of the equity instrument at the grant date. The fair value of options is estimated using the Black Scholes option valuation model. The fair value of performance rights that have market-based vesting conditions is estimated using a trinomial valuation model. The fair value of restricted stock units and performance rights that do not have market-based vesting conditions is estimated based on the underlying share price. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest. At each reporting date, the Company revises its estimate of the number of
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equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss over the remaining vesting period, with a corresponding adjustment to the share-based payments reserve.
Equity-settled share-based payments may also be provided as consideration for the acquisition of assets. Where ordinary shares are issued, the transaction is recorded at fair value based on the quoted price of the ordinary shares at the date of issue. The acquisition is then recorded as an asset or expensed in accordance with accounting standards.
(z) Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment.
Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e. those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.
(aa) Accounting for Government Funding Arrangements
The U.S. government has invested significant resources to re-shore to the U.S. a secure domestic titanium supply chain. As of June 30, 2026, IperionX’s U.S. Government support includes the $12.7 million DPA Title III award, the fully obligated $47.1 million IBAS award, and the SBIR Phase III contracting pathway of up to $99 million.
F-17
Depending on the substance of contractual terms, some of these arrangements are accounted for under IAS 20 - Accounting for Government Grants and Disclosure of Government Assistance, while others may be accounted for under IFRS 15 - Revenue from Contracts with Customers. For other arrangements, the Company may act as an agent in procuring equipment on behalf of the government. As the Company does not obtain control of the equipment, a receivable is recognized for the reimbursement due from the government, and no corresponding asset, expense, or grant income is recognized.
Title to all assets purchased by the Group with funds from the U.S. government vests with the U.S. government during the term of the technology investment agreement. The U.S. government can elect to, but is not obliged to, transfer such title to all (or some) of the assets to the Company at the end of the agreement, which is scheduled to terminate on January 30, 2027, if the Group's performance is satisfactory. Accordingly, the Company does not have an enforceable right to the assets acquired with federal funds, even where the conditions of the agreement are complied with, and so there is no current grant to be recognized. Instead, for accounting purposes, the Company’s role with respect to the equipment is to acquire it on behalf of the U.S. government in an agency capacity. Upon procurement of the asset for the U.S. government, only a receivable is recognized reflecting the reimbursement due from the U.S. government. If, per the agreement, the government subsequently decides to transfer title of the assets to the Company at the end of the program, this is the point at which a grant would crystallize and the Company would record a non-monetary government grant.
Funding under DPA $12.7 million
In October 2023, IperionX executed a $12.7 million contract in funding under the U.S. DoW DPA Title III authorities to address the U.S. titanium supply chain vulnerabilities. The government share will be matched with $13.4 million in funding from IperionX, for a total funding amount of $26.1 million. This funding is being applied towards the Group’s TPF in Virginia. The agreement has an initial term of 39 months, scheduled to terminate on January 30, 2027, and provides that it may be extended by mutual agreement. Under the agreement, the Company and the U.S. government have agreed to use best efforts to achieve the goals of the agreement, which include the Company conducting a research and development program with respect to titanium technology.
As of June 30, 2026, the Company procured assets on behalf of the government that cost approximately $12.7 million, of which $2.4 million was invoiced in 2026 (2025: $4.0 million), (2024: $6.3 million). We received cash reimbursements for the reimbursement of equipment from the U.S. DoW of nil during the twelve months ended June 30, 2026 (2025: $5.6 million) (2024: $4.7 million). The remaining $2.4 million receivable was reimbursed subsequent to year end.
Funding under IBAS $47.1 million
In February 2025, the Company was awarded up to $47.1 million by the U.S. DoW to strengthen the U.S. Defense Industrial Base by accelerating the scale-up of a resilient, low-cost, and fully-integrated U.S. mineral-to-metal titanium supply chain. The program will be matched with $49.2 million in funding by IperionX, for a total funding amount of $96.3 million. This funding aims to bolster the U.S. defense industrial base by developing a fully integrated, low-cost titanium supply chain sourced domestically. The project scope under the IBAS program had been revised to prioritize accelerated expansion of IperionX’s titanium metal and manufacturing production capacity at IperionX’s Virginia Titanium Manufacturing Campus.
As part of the initial phase, the DoW obligated $5.0 million, and IperionX contributed $1.0 million, to expedite the Titan Project in Tennessee to ‘shovel-ready’ status, an important milestone in securing a new domestic source of titanium, rare earths and zircon critical minerals. Government reimbursements provided as grants are subject to conditional funding provisions. Grants for the initial phase are recognized as “Other income and expenses” in the consolidated statements of profit or loss and other comprehensive income, once all conditions for reimbursement are met.
The DoW obligated an additional $12.5 million in August of 2025, $25.0 million in September of 2025 and $4.6 million in January of 2026, through the IBAS program to purchase orders for long-lead, major capital equipment required for the next stage of capacity scale-up to approximately 1,400 metric tons per year at the Virginia Titanium Manufacturing Campus.
As of June 30, 2026, the entire $47.1 million has been obligated by the DoW. Of that, the Company has incurred costs of $5.0 million toward the Titan Project DFS and has requested reimbursements from U.S. DoW in the amount of $4.1 million (2025: $0.9 million) which is recognized as “Other income and expenses” in the consolidated statements of profit or loss and other comprehensive income. We have received cash reimbursements from the U.S. DoW of $4.6 million during the
F-18
twelve months ended June 30, 2026. (2025: $0.1 million). Cash receipts from government reimbursements for the Titan Project DFS and the related qualifying expenditures are presented on a gross basis in the consolidated statements of cash flows, with government reimbursements reflected as operating cash inflows and the associated expenditures reflected within operating cash outflows.
Funding under SBIR Phase III $99.0 million
In June 2025, IperionX received the first task order for $1.3 million, from the U.S. Army under a SBIR Phase III Indefinite Delivery Indefinite Quantity contract with the U.S. DoW. The task order facilitates the purchase of equipment to aid in the production and delivery of titanium parts for U.S. Army ground programs.
As of June 30, 2026, the Company has procured assets on behalf of the government that cost approximately $0.3 million (2025: nil ). We expect to utilize the remaining $1.0 million of available funding by the end of fiscal year 2027.
F-19
2. INCOME AND EXPENSES
| Notes | 2026 | 2025 | 2024 | |||||||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||||||||
| Research & development costs | ||||||||||||||||||||||||||
| Wages and benefits | ( | ( | ( | |||||||||||||||||||||||
| Payroll taxes on stock compensation benefits | ( | ( | ||||||||||||||||||||||||
| Depreciation of property, plant and equipment | 9 | ( | ( | ( | ||||||||||||||||||||||
| Amortization of patents | 10 | ( | ( | |||||||||||||||||||||||
| Amortization of right-of-use assets | 9 | ( | ( | ( | ||||||||||||||||||||||
Other operating expenses(1) | ( | ( | ( | |||||||||||||||||||||||
| ( | ( | ( | ||||||||||||||||||||||||
| Corporate and administrative expenses | ||||||||||||||||||||||||||
| Wages and benefits | ( | ( | ( | |||||||||||||||||||||||
| Non-cash expenses settled with share issuance | ( | |||||||||||||||||||||||||
| Professional fees and system implementation costs | ( | ( | ( | |||||||||||||||||||||||
| Legal expenses | ( | ( | ( | |||||||||||||||||||||||
| Payroll taxes on stock compensation benefits | ( | ( | ( | |||||||||||||||||||||||
Other operating expenses(2) | ( | ( | ( | |||||||||||||||||||||||
| ( | ( | ( | ||||||||||||||||||||||||
| Employee benefits expense | ||||||||||||||||||||||||||
| Salaries, wages and benefits | ( | ( | ( | |||||||||||||||||||||||
| Post-employment benefits | ( | ( | ( | |||||||||||||||||||||||
| Share-based payment expenses | 21 | ( | ( | ( | ||||||||||||||||||||||
| ( | ( | ( | ||||||||||||||||||||||||
| Finance income | ||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Net foreign exchange gain | ||||||||||||||||||||||||||
| Finance costs | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | |||||||||||||||||||||||
| Net foreign exchange loss | ( | ( | ||||||||||||||||||||||||
| Other finance costs | ( | ( | ||||||||||||||||||||||||
| ( | ( | ( | ||||||||||||||||||||||||
| Other income and expenses | ||||||||||||||||||||||||||
Other income(3) | ||||||||||||||||||||||||||
| Impairment of property, plant and equipment | ( | |||||||||||||||||||||||||
| Loss on disposal of property, plant and equipment | ( | ( | ( | |||||||||||||||||||||||
(1) R&D other operating expenses primarily includes expenses for R&D facilities, materials, consumables, and consulting fees for continuous technology research, including commercialization and scale-up activities, materials, development of the GenX™ next-generation continuous HAMR™ platform, expansion of manufacturing capabilities and advancement of customer qualification programs.
(2) Corporate and administrative other operating expenses primarily includes insurance, software licenses, rents and other corporate fees related to operating a public company.
F-20
3. INCOME TAX
| 2026 | 2025 | 2024 | ||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||
| Recognized in profit or loss | ||||||||||||||||||||
| Current income tax: | ||||||||||||||||||||
| Current income tax benefit in respect of the current year | ||||||||||||||||||||
| 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 | ( | ( | ( | |||||||||||||||||
| Tax benefit at the Australian income tax rate of 30% | ( | ( | ( | |||||||||||||||||
| Effect of lower income tax rate in the United States | ||||||||||||||||||||
| Expenditure not allowable for income tax purposes | ||||||||||||||||||||
| Income not assessable 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 | ||||||||||||||||||||
| Deferred tax assets and liabilities | ||||||||||||||||||||
| Deferred tax liabilities: | ||||||||||||||||||||
| Right-of-use assets | ||||||||||||||||||||
| Deferred tax assets used to offset deferred tax liabilities | ( | ( | ( | |||||||||||||||||
| Net 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 | ( | ( | ( | |||||||||||||||||
Other deferred tax assets not brought to account(1) | ( | ( | ( | |||||||||||||||||
| Net deferred tax assets | ||||||||||||||||||||
Note:
(1)The benefit of deferred tax assets not brought to account will only be subsequently recognized if: (a) future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realized; (b) the conditions for deductibility imposed by tax legislation continue to be complied with; and (c) no changes in tax legislation adversely affect the Group in realizing the benefit.
4. DIVIDENDS PAID OR PROVIDED FOR ON ORDINARY SHARES
F-21
5. CASH AND CASH EQUIVALENTS
| 2026 | 2025 | 2024 | ||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||
| Cash at bank and on hand | ||||||||||||||||||||
| Reconciliation of loss before income tax to net cash flows from operations | ||||||||||||||||||||
| Loss for the year | ( | ( | ( | |||||||||||||||||
| Adjustment for non-cash income and expense items | ||||||||||||||||||||
| Share-based payments expense | ||||||||||||||||||||
| Non-cash expenses settled with share issuance | ||||||||||||||||||||
| Amortization of right-of-use assets | ||||||||||||||||||||
| Amortization of intangibles | ||||||||||||||||||||
| Depreciation of property, plant and equipment | ||||||||||||||||||||
| Net foreign exchange (gain)/loss | ( | |||||||||||||||||||
| Loss on disposal of property, plant and equipment | ||||||||||||||||||||
| Impairment loss | ||||||||||||||||||||
| Changes in assets and liabilities | ||||||||||||||||||||
| Inventory | ( | |||||||||||||||||||
| Receivables and prepayments | ( | ( | ||||||||||||||||||
| Payables and provisions | ||||||||||||||||||||
| Net cash outflow from operating activities | ( | ( | ( | |||||||||||||||||
6. TRADE AND OTHER RECEIVABLES
| 2026 | 2025 | |||||||||||||
| US$ | US$ | |||||||||||||
| Current | ||||||||||||||
Receivables from U.S. Government(1) | ||||||||||||||
| Receivables from other third-parties | ||||||||||||||
| Total trade and other receivables | ||||||||||||||
Note:
F-22
7. PREPAYMENTS
| 2026 | 2025 | |||||||||||||
| US$ | US$ | |||||||||||||
| Current | ||||||||||||||
| Construction prepayments | ||||||||||||||
| Other prepayments | ||||||||||||||
| Total current prepayments | ||||||||||||||
| Non-current | ||||||||||||||
| Security deposits | ||||||||||||||
| Other non-current prepayments | ||||||||||||||
| Total non-current prepayments | ||||||||||||||
8. INVENTORY
Inventories are stated at the lower of cost and net realizable value as described in Note 1(h). During the half year ended December 31, 2025, the Company began capitalizing raw material costs as inventory following commercial milestones achieved during the period. Prior to that point, all such costs were expensed as research and development expense.
No write-down charges were recorded, during the periods ended June 30, 2026 and 2025.
As of June 30, 2026, the Company had $3,907,597 in inventory, primarily related to raw material, including the scrap and feedstock received from the government as described in Note 1(h) (2025: nil ). No inventory was pledged as security for liabilities.
F-23
9. PROPERTY, PLANT AND EQUIPMENT
| Plant and equipment | Right-of-use assets | Total | ||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||
| 2026 | ||||||||||||||||||||
| Carrying amount at June 30, 2025 | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
Disposals(1) | ( | ( | ||||||||||||||||||
| Depreciation | ( | ( | ( | |||||||||||||||||
Carrying amount at June 30, 2026(2) | ||||||||||||||||||||
| - at cost | ||||||||||||||||||||
- accumulated depreciation and impairment | ( | ( | ( | |||||||||||||||||
Notes: (1) During the twelve months ended June 30, 2026, proceeds of $ (2) During the twelve months ended June 30, 2026, a non-cash reclassification of approximately $ | ||||||||||||||||||||
| 2025 | ||||||||||||||||||||
| Carrying amount at June 30, 2024 | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
| Disposals | ( | ( | ||||||||||||||||||
Depreciation | ( | ( | ( | |||||||||||||||||
| Carrying amount at June 30, 2025 | ||||||||||||||||||||
| - at cost | ||||||||||||||||||||
- accumulated depreciation and impairment | ( | ( | ( | |||||||||||||||||
| 2024 | ||||||||||||||||||||
| Carrying amount at June 30, 2023 | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
| Disposals | ( | ( | ||||||||||||||||||
| Impairment | ( | ( | ||||||||||||||||||
Depreciation | ( | ( | ( | |||||||||||||||||
| Carrying amount at June 30, 2024 | ||||||||||||||||||||
| - at cost | ||||||||||||||||||||
- accumulated depreciation and impairment | ( | ( | ( | |||||||||||||||||
F-24
10. INTANGIBLES
| 2026 | 2025 | |||||||||||||
| Intellectual property rights | US$ | US$ | ||||||||||||
| Balance at the beginning of the year | ||||||||||||||
| Transfers from prepayments | ||||||||||||||
| Additions | ||||||||||||||
| Amortization | ( | ( | ||||||||||||
| Balance at June 30 | ||||||||||||||
| - at cost | ||||||||||||||
| - accumulated amortization | ( | ( | ||||||||||||
11. EXPLORATION AND EVALUATION ASSETS
Titan Project (1) | ||||||||
| US$ | ||||||||
| 2026 | ||||||||
| Carrying amount at June 30, 2025 | ||||||||
| Additions | ||||||||
Carrying amount at June 30, 2026(1) (2) | ||||||||
| 2025 | ||||||||
| Carrying amount at June 30, 2024 | ||||||||
| Additions | ||||||||
| Write-offs | ( | |||||||
| Carrying amount at June 30, 2025 | ||||||||
| 2024 | ||||||||
| Carrying amount at June 30, 2023 | ||||||||
| Additions | ||||||||
Carrying amount at June 30, 2024 | ||||||||
Notes:
(1)At June 30, 2026, the Titan Project comprised over 10,000 acres of surface and associated mineral rights in Tennessee prospective for heavy mineral sands, including titanium, rare earth minerals, high grade silica sand, and zircon, of which approximately 1,500 acres are owned by IperionX, approximately 1,200 acres are subject to long-term lease by IperionX, and approximately 7,500 acres are subject to exclusive option agreements with IperionX. These exclusive option agreements, upon exercise, allow the Group to lease, or in some cases purchase, the surface property and associated mineral rights.
(2)The ultimate recoupment of costs carried forward for exploration and evaluation is dependent on the successful development and commercial exploitation or sale of the respective areas of interest.
F-25
12. TRADE AND OTHER PAYABLES, PROVISIONS AND OTHER LONG-TERM LIABILITIES
Trade and other payables
| 2026 | 2025 | |||||||||||||
| US$ | US$ | |||||||||||||
| Current | ||||||||||||||
| Trade payables | ||||||||||||||
| Accruals | ||||||||||||||
| Other payables | ||||||||||||||
| Total trade and other payables | ||||||||||||||
Provisions
The current provisions balance of $738,039 (2025: $467,001 ) represents the Group's best estimate of employee entitlement obligations, including annual leave and other short-term benefit accruals that are expected to be settled within twelve months of the reporting date.
Other Long-term liabilities
The other long-term liability of $333,000 (2025: $700,000 ) relates to the remaining deferred consideration payable in connection with the Group's acquisition of exclusive intellectual property rights from Blacksand Technology, LLC. See Note 10 for further discussion.
13. DEFERRED INCOME
During the period, the Government transferred approximately 290 metric tons of high-quality titanium scrap metal to the Company at no cost. The material was surplus to government needs and was transferred in connection with the IBAS grant program, which is intended to strengthen U.S. defense supply chains by fostering a resilient, low-cost, titanium platform that reduces reliance on imports and establishes a secure, domestic source of critical materials.
The Company recognizes government grants related to non-monetary assets by recording the fair value of the inventory received and establishing a corresponding deferred income liability. Deferred income is recognized in profit or loss on a systematic basis over the periods in which the related costs are incurred or the inventory is consumed.
The deferred income related to the inventory received was measured at its fair value of $2,757,895 on the date of receipt, based on prevailing market prices for titanium scrap.
| 2026 | 2025 | |||||||||||||
| US$ | US$ | |||||||||||||
| Deferred Income at June 30, 2025 | ||||||||||||||
| Grant recognized during the period | ||||||||||||||
| Amounts released to profit or loss | ( | |||||||||||||
| Deferred Income at June 30, 2026 | ||||||||||||||
As of the reporting date, the Company has complied with all conditions attached to the Grant, and no repayment obligation has been recognized.
F-26
14. LOANS AND BORROWINGS
| Other Loans and Borrowings | Lease Liabilities | Total Loans and Borrowings | ||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||
| 2026 | ||||||||||||||||||||
| Carrying amount at June 30, 2025 | ||||||||||||||||||||
Additions(1) | ||||||||||||||||||||
| Repayments | ( | ( | ( | |||||||||||||||||
Carrying amount at June 30, 2026 | ||||||||||||||||||||
| Current | ||||||||||||||||||||
| Non-Current | ||||||||||||||||||||
| 2025 | ||||||||||||||||||||
| Carrying amount at June 30, 2024 | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
| Repayments | ( | ( | ( | |||||||||||||||||
| Carrying amount at June 30, 2025 | ||||||||||||||||||||
| Current | ||||||||||||||||||||
| Non-Current | ||||||||||||||||||||
Note:
(1)Relates to non cash additions for insurance premiums financed.
The following table sets forth the maturity schedule of the Company’s loans and borrowings:
Other Loans and Borrowings US$ | Lease Liabilities US$ | |||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| 2030 | ||||||||||||||
| 2031 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total payments | ||||||||||||||
| Less: imputed interest | ( | ( | ||||||||||||
| Present value of loans and borrowings | ||||||||||||||
F-27
15. LEASES
The Group leases office facilities, storage facilities, vehicles, and plant and equipment in the U.S. The lease arrangements do not contain any material restrictive covenants or other significant restrictions.
The carrying amounts of right-of-use assets (included under property, plant and equipment) and the movements during the year are in Note 9.
The carrying amounts of lease liabilities (included under financial liabilities) and the movements during the year are set out in Note 14.
The following are the amounts recognized in profit or loss in respect of leases:
| Notes | 2026 | 2025 | 2024 | |||||||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||||||||
| Amortization of right-of-use assets | 9 | ( | ( | ( | ||||||||||||||||||||||
| Interest expense on lease liabilities | ( | ( | ( | |||||||||||||||||||||||
| Expense relating to short-term leases and leases of low-value assets | ( | ( | ( | |||||||||||||||||||||||
| Net amount recognized in profit or loss | ( | ( | ( | |||||||||||||||||||||||
F-28
16. CONTRIBUTED EQUITY
| Notes | 2026 | 2025 | ||||||||||||||||||
| US$ | US$ | |||||||||||||||||||
| Issued capital | ||||||||||||||||||||
| 16(a) | ||||||||||||||||||||
We do not have a limit on our authorized share capital and the concept of par value is not recognized under Australian law.
(a) Movements in Issued Capital
| Number of Ordinary Shares | Number of Class A Performance Shares | Number of Class B Performance Shares | US$ | |||||||||||||||||||||||
| Opening balance at June 30, 2023 | ||||||||||||||||||||||||||
| Issue of shares – share placements | - | - | ||||||||||||||||||||||||
| Issue of shares – exercise of options | - | - | ||||||||||||||||||||||||
| Issue of shares – conversion of RSUs | - | - | ||||||||||||||||||||||||
| Issue of shares – conversion of rights | - | - | ||||||||||||||||||||||||
| Issue of shares to consultants | - | - | ||||||||||||||||||||||||
| Issue of shares to Blacksand in lieu of cash | - | - | ||||||||||||||||||||||||
| Share issue costs | - | - | - | ( | ||||||||||||||||||||||
| Closing balance at June 30, 2024 | ||||||||||||||||||||||||||
Issue of shares – share placements | - | - | ||||||||||||||||||||||||
| Issue of shares – exercise of options | - | - | ||||||||||||||||||||||||
| Issue of shares – conversion of RSUs | - | - | ||||||||||||||||||||||||
| Issue of shares – conversion of rights | - | - | ||||||||||||||||||||||||
| Issue of shares to consultants | - | - | ||||||||||||||||||||||||
| Issue of shares to Director in lieu of cash bonus | - | - | ||||||||||||||||||||||||
| Conversion of performance shares | ( | - | - | |||||||||||||||||||||||
| Share issue costs | - | - | - | ( | ||||||||||||||||||||||
| Closing balance at June 30, 2025 | ||||||||||||||||||||||||||
| Issue of shares – share placements | - | - | ||||||||||||||||||||||||
| Issue of shares – exercise of options | - | - | ||||||||||||||||||||||||
| Issue of shares – conversion of RSUs | - | - | ||||||||||||||||||||||||
| Issue of shares – conversion of rights | - | - | ||||||||||||||||||||||||
| Issue of shares – payment of expenses | - | - | ||||||||||||||||||||||||
| Conversion of performance shares | - | ( | - | |||||||||||||||||||||||
| Share issue costs | - | - | - | ( | ||||||||||||||||||||||
| Closing balance at June 30, 2026 | ||||||||||||||||||||||||||
Note: Shares issued upon exercise of options are shown net of shares surrendered to settle the exercise price under net settlement arrangements.
F-29
16.CONTRIBUTED EQUITY (continued)
(b) Rights Attaching to Ordinary Shares
The rights attaching to fully paid Ordinary Shares arise from a combination of the Company’s Constitution, statute and general law:
•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 two shareholders. The Company holds annual general meetings in accordance with the Corporations Act 2001 and the Listing Rules.
•Voting - Subject to any rights or restrictions attached at the time 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. Under the Company’s constitution, resolutions of members will be decided by a show of hands unless a poll is demanded. However, in accordance with the Corporations Act 2001 (Commonwealth - Cth), the Company decides all resolutions proposed at its shareholder meetings by poll. On a show of hands each eligible voter present has one vote. Where a person present at a general meeting represents personally or by proxy, attorney or representative more than one member, on a show of hands the person is entitled to one vote only despite the number of members the person represents. On a poll each eligible member has one vote for each fully paid share held and a fraction of a vote for each partly paid share determined by the amount paid up on that share.
•Changes to the Constitution - The Company’s Constitution can only be amended by a special resolution passed by at least 75% of the votes cast by members entitled to vote. At least 28 days’ written notice specifying the intention to propose the resolution as a special resolution must be given.
•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.
(c) Rights Attaching to Performance Shares
As of June 30, 2024, Performance Shares comprised of 19,800,000 Class A and 19,800,000 Class B Performance Shares issued in relation to the acquisition of HMAPL and could have been issued based upon the following terms and conditions:
•The Performance Shares could convert into Ordinary Shares as follows:
◦Each Class A Performance Share could convert into one (1) Ordinary Share upon completion of a positive pre-feasibility study (prepared in accordance with the JORC Code and independently verified by a Competent Person) for heavy mineral sands mining and processing on any of the Titan Project area which demonstrates a net present value of at least A$200,000,000 before September 17, 2024 (the “Pre-Feasibility Study Milestone”). The Pre-Feasibility Study Milestone was not met by September 17, 2024.
◦Each Class B Performance Share could convert into one (1) Ordinary Share upon the commencement of commercial production from the Titan Project area before September 17, 2025 (the “First Production Milestone”). The First Production Milestone was not met by September 17, 2025;
◦As the Performance Shares did not convert into Ordinary Shares by the applicable expiry date, (being December 1, 2024 for the Class A Performance Shares and December 1, 2025 for the Class B Performance Shares), all such Performance Shares for each holder automatically lapsed and were combined into one (1) single Performance Share that was then converted into one (1) single Ordinary Share;
◦The 19,800,000 Class A Performance Shares did not convert into Ordinary Shares by the applicable expiry date of December 1, 2024, so the 19,800,000 Class A Performance Shares lapsed and converted into 30 Ordinary Shares during fiscal 2025; and
F-30
16.CONTRIBUTED EQUITY (continued)
17. RESERVES
| Notes | 2026 | 2025 | ||||||||||||||||||
| US$ | US$ | |||||||||||||||||||
| Share-based payments reserve | 17(b) | |||||||||||||||||||
| Foreign currency translation reserve | 17(f) | ( | ||||||||||||||||||
(a) Nature and Purpose of Reserves
(i)Share-based payments reserve
The share-based payments reserve is used to record the fair value of Unlisted Options, RSUs and Performance Rights issued by the Group.
(ii)Foreign currency translation reserve
Exchange differences arising on translation of entities whose functional currency is different to the Group’s presentation currency are taken to the foreign currency translation reserve, as described in Note 1(d).
(b) Movements in Share-Based Payments Reserve During the Year
Number of Unlisted Options (Note 17(c)) | Number of Performance Rights (Note 17(d)) | No. of Restricted Stock Units (Note 17(e)) | US$ | |||||||||||||||||||||||
| 2026 | ||||||||||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||||||||
| Grant of employee options, rights and RSUs | - | |||||||||||||||||||||||||
| Exercise of options, rights and RSUs | ( | ( | ( | ( | ||||||||||||||||||||||
| Lapse/forfeiture of employee options, rights and RSUs | ( | ( | ( | - | ||||||||||||||||||||||
| Share-based payment expense | - | - | - | |||||||||||||||||||||||
| June 30, 2026 | ||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||
| June 30, 2024 | ||||||||||||||||||||||||||
| Grant of employee options, rights and RSUs | - | |||||||||||||||||||||||||
| Exercise of options, rights and RSUs | ( | ( | ( | ( | ||||||||||||||||||||||
| Issue of shares to consultants | - | - | - | ( | ||||||||||||||||||||||
| Issue of shares to Director in lieu of bonus | - | - | - | ( | ||||||||||||||||||||||
| Lapse/forfeiture of employee rights and RSUs | - | ( | ( | - | ||||||||||||||||||||||
| Share-based payment expense | - | - | - | |||||||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||||||||
F-31
17.RESERVES (continued)
| 2024 | ||||||||||||||||||||||||||
| June 30, 2023 | ||||||||||||||||||||||||||
| Grant of employee rights and RSUs | - | - | ||||||||||||||||||||||||
| Exercise of options, rights and RSUs | ( | ( | ( | ( | ||||||||||||||||||||||
| Issue of shares to consultants | - | - | - | ( | ||||||||||||||||||||||
| Expiry of employee rights | - | ( | - | ( | ||||||||||||||||||||||
| Share-based payment expense | - | - | - | |||||||||||||||||||||||
| June 30, 2024 | ||||||||||||||||||||||||||
Note: For details on the valuation of Unlisted Options, Performance Rights and RSUs, including models and assumptions used, refer to Note 21 of the financial statements.
(c) Terms and Conditions of Unlisted Options
Unlisted Options granted as share-based payments have the following terms and conditions:
•Each Unlisted Option entitles the holder to the right to subscribe for one share upon the exercise of each Unlisted Option;
•The Unlisted Options outstanding at the end of the financial year have the following exercise prices and expiry dates:
◦106,093 director options exercisable at A$0.87 each on or before December 5, 2026;
◦235,000 unlisted options exercisable at A$10.00 each on or before April 1, 2027;
◦1,305,000 unlisted options exercisable at A$8.00 each on or before June 30, 2027;
◦1,374,746 employee options exercisable at A$5.00 each on or before April 10, 2029;
◦511,972 employee options exercisable at A$11.00 each on or before April 2, 2030;
◦1,566,690 director and employee options exercisable at A$18.00 each on or before April 2, 2031; and
◦1,773,209 director and employee options exercisable at A$22.00 each on or before April 2, 2031.
•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.
(d) Terms and Conditions of Performance Rights
Performance Rights granted as share-based payments have the following terms and conditions:
•Each Performance Right automatically converts into one Share upon vesting of the Performance Right;
•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;
F-32
17.RESERVES (continued)
•The Performance Rights outstanding at the end of the financial year have the following performance conditions and expiry dates:
◦2,885,000 employee performance rights that vest upon achieving a 30-day VWAP of A$4.00 per share (2,440,000 expiring December 21, 2028 and 445,000 expiring December 31, 2027);
◦660,077 director and employee performance rights that vest upon achieving a 30-day VWAP of A$18.00 expiring April 2, 2031;
◦1,157,803 employee performance rights that vest upon achieving a 30-day VWAP of A$6.00 expiring April 10, 2031;
◦1,157,803 employee performance rights that vest upon achieving a 30-day VWAP of A$7.00 per share expiring April 10, 2031;
◦1,157,803 employee performance rights that vest upon achieving a 30-day VWAP of A$8.00 per share expiring April 10, 2031; and
◦30,000 employee performance rights that vest upon achieving various (non-market based) performance conditions expiring December 31, 2026.
•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
RSUs granted as share-based payments have the following terms and conditions:
•Each RSU automatically converts into one Share upon vesting of the RSU;
•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:
◦118,875 director RSUs that vest upon achieving various service-based conditions, expiring December 23, 2026;
◦1,095,330 director and employee RSUs that vest upon achieving various service-based conditions, expiring December 31, 2026;
◦135,044 director RSUs that vest upon achieving various service-based conditions, expiring December 5, 2027;
◦16,755 employee RSUs that vest upon achieving various service-based conditions, expiring December 31, 2027;
◦20,820 employee RSUs that vest upon achieving various service-based conditions, expiring March 2, 2028;
◦15,500 employee RSUs that vest upon achieving various service-based conditions, expiring April 2, 2028;
◦141,620 director RSUs that vest upon achieving various service-based conditions, expiring December 16, 2028;
◦242,985 employee RSUs that vest upon achieving various service-based conditions, expiring December 31, 2028;
◦1,637,975 director and employee RSUs that vest upon achieving various service-based conditions, expiring April 10, 2029;
◦476,734 employee RSUs that vest upon achieving various service-based conditions, expiring December 31, 2029; and
◦209,032 employee RSUs that vest upon achieving various service-based conditions, expiring April 2, 2030.
F-33
17.RESERVES (continued)
•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
| 2026 | 2025 | 2024 | ||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||
| Balance at beginning of the year | ( | ( | ( | |||||||||||||||||
| Exchange differences arising on translation into presentation currency | ( | ( | ||||||||||||||||||
| Balance at June 30 | ( | ( | ||||||||||||||||||
18. ACCUMULATED LOSSES
| 2026 | 2025 | 2024 | ||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||
| Balance at beginning of the year | ( | ( | ( | |||||||||||||||||
| Net loss for the year | ( | ( | ( | |||||||||||||||||
| Adjustment for expiry of employee rights | ||||||||||||||||||||
| Balance at June 30 | ( | ( | ( | |||||||||||||||||
F-34
19. LOSS PER SHARE
| 2026 | 2025 | 2024 | ||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||
| Basic loss per share | ( | ( | ( | |||||||||||||||||
| Diluted loss per share | ( | ( | ( | |||||||||||||||||
The following reflects the income and share data used in the calculations of basic earnings per share:
| 2026 | 2025 | 2024 | ||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||
| Net loss used in calculating basic and dilutive earnings per share | ( | ( | ( | |||||||||||||||||
| 2026 | 2025 | 2024 | ||||||||||||||||||
| Share # | Share # | Share # | ||||||||||||||||||
| Weighted average number of Ordinary Shares used in calculating basic and dilutive earnings per share | ||||||||||||||||||||
(a) Anti-Dilutive Securities
As at June 30, 2026, 6,872,710 Unlisted Options, 7,048,486 Performance Rights, and 4,110,670 RSUs, which together represent 18,031,866 potential Ordinary Shares (2025: 45,006,752 ), (2024: 83,195,741 ), were not included in the calculation of diluted loss per share because they are considered anti-dilutive as they would decrease the loss per share for the years presented.
(b) Conversions, Calls, Subscriptions or Issues after June 30, 2026
Subsequent to June 30, 2026, the Company has:
•issued 22,750,000 ordinary shares pursuant to a placement of ordinary shares;
•issued 106,093 ordinary shares pursuant to the exercise of unlisted options;
•issued 58,584 unlisted RSUs to a director; and
•issued 947,062 unlisted options to a contractor.
Other than as above, there have been no other conversions to, calls of, or subscriptions for Ordinary Shares or issues of potential Ordinary Shares since the reporting date and before the completion of this financial report.
F-35
20. RELATE D PARTIES
(a) Subsidiaries
| Equity Interest | ||||||||||||||||||||||||||
| Country of | 2026 | 2025 | 2024 | |||||||||||||||||||||||
| Incorporation | % | % | % | |||||||||||||||||||||||
| Hyperion Metals (Australia) Pty Ltd | ||||||||||||||||||||||||||
| IperionX Critical Minerals LLC | ||||||||||||||||||||||||||
| IperionX Technology LLC | ||||||||||||||||||||||||||
| IperionX Inc. | ||||||||||||||||||||||||||
(b) Ultimate Parent
IperionX Limited is the ultimate parent of the Group.
(c) Key Management Personnel
The aggregate compensation made to KMP of the Group is set out below:
| 2026 | 2025 | 2024 | ||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||
| Short-term employee benefits | ||||||||||||||||||||
| Post-employment benefits | ||||||||||||||||||||
| Share-based payments | ||||||||||||||||||||
| Total compensation | ||||||||||||||||||||
Mr. Gregory Swan, former Company Secretary, provided services through a services agreement with the Apollo Group. During the 2024 fiscal year, Apollo Group was paid $270,763 (A$413,000 ) for the provision of serviced office facilities and administrative, accounting and company secretarial services to the Group.
(d) Other transactions with Related Parties
Performance Industries, Inc., a company associated with Mr. Scott Sparks, COO of the Company, was paid $70,660 during the fiscal year 2026 (2025: nil ) (2024: $53,138 ) for the provision of engineering and construction services to the Group. The Company considers that the services provided by Performance Industries, Inc. were provided on an arm’s length or better basis.
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.
F-36
21. SHARE-BASED PAYMENTS
(a) Recognized share-based payment expense
From time to time, the Group grants ordinary shares, unlisted options, performance rights, and RSUs to officers, employees, consultants and other key advisors as part of remuneration and incentive arrangements. The number of Shares, Options, Rights, and RSUs granted, and the terms of the Shares, Options, Rights, and RSUs granted are determined by the Board. Shareholder approval is sought where required.
During fiscal 2026, fiscal 2025, and fiscal 2024 the following equity-settled share-based payments have been recognized in profit or loss:
| 2026 | 2025 | 2024 | ||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||
| Expense arising from staff remuneration arrangements | ( | ( | ( | |||||||||||||||||
| Total expense arising from equity-settled share-based payment transactions | ( | ( | ( | |||||||||||||||||
In addition to share-based payment expenses recognized through profit or loss, a share-based payment of $2 million was recognized as an asset (prepayments) during the 2024 financial year, relating to the issue of 3,006,163 new fully paid ordinary shares to nominees of Blacksand in lieu of future cash option payments totalling $2 million owed to Blacksand under the option agreement between the Company and Blacksand.
(b) Summary of securities granted as share-based payments
The following table illustrates the number and weighted-average exercise price of Options, and weighted-average grant date fair value for Rights and RSUs granted as share-based payments during fiscal 2026, fiscal 2025, and fiscal 2024:
| Stock Option Awards | WA - Exercise Price A$ | Restricted Stock Units | WA - Grant Date Fair Value A$ | Performance Rights Awards (market-based conditions) | WA - Grant Date Fair Value A$ | Performance Rights Awards (performance conditions) | WA - Grant Date Fair Value A$ | |||||||||||||||||||||||||||||||||||||||||||
| June 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercised/Converted | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Forfeited | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercised/Converted | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Forfeited | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercised/Converted | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Forfeited | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||
F-37
21.SHARE-BASED PAYMENTS (continued)
(b) Summary of securities granted as share-based payments (continued)
The following Options, Rights and RSUs were granted as share-based payments during fiscal 2026, fiscal 2025, and fiscal 2024:
| 2026 | Security Type | Number | Grant Date | Expiry Date | Exercise Price A$ | Vesting Hurdle (30-day VWAP) A$ | Fair Value A$ | |||||||||||||||||||||||||||||||||||||
| Series 1 | Rights | 6-Aug-25 | 31-Dec-26 | |||||||||||||||||||||||||||||||||||||||||
| Series 2 | RSUs | 28-Nov-25 | 23-Dec-26 | |||||||||||||||||||||||||||||||||||||||||
| Series 3 | RSUs | 5-Dec-25 | 31-Dec-26 | |||||||||||||||||||||||||||||||||||||||||
| Series 4 | Options | 5-Dec-25 | 1-Apr-27 | |||||||||||||||||||||||||||||||||||||||||
| Series 5 | Rights | 20-Dec-25 | 31-Dec-25 | |||||||||||||||||||||||||||||||||||||||||
| Series 6 | RSUs | 5-Mar-26 | 31-Dec-29 | |||||||||||||||||||||||||||||||||||||||||
| Series 7 | Options | 8-Mar-26 | 2-Apr-30 | |||||||||||||||||||||||||||||||||||||||||
| Series 8 | Options | 8-Mar-26 | 2-Apr-31 | |||||||||||||||||||||||||||||||||||||||||
| Series 9 | Options | 8-Mar-26 | 2-Apr-31 | |||||||||||||||||||||||||||||||||||||||||
| Series 10 | Rights | 8-Mar-26 | 2-Apr-31 | |||||||||||||||||||||||||||||||||||||||||
| Series 11 | RSUs | 8-Mar-26 | 2-Apr-30 | |||||||||||||||||||||||||||||||||||||||||
| Series 12 | RSUs | 9-Mar-26 | 2-Mar-28 | |||||||||||||||||||||||||||||||||||||||||
| Series 13 | RSUs | 9-Mar-26 | 2-Apr-28 | |||||||||||||||||||||||||||||||||||||||||
| Series 14 | Options | 19-Mar-26 | 2-Apr-31 | |||||||||||||||||||||||||||||||||||||||||
| Series 15 | Options | 19-Mar-26 | 2-Apr-31 | |||||||||||||||||||||||||||||||||||||||||
| Series 16 | Rights | 19-Mar-26 | 2-Apr-31 | |||||||||||||||||||||||||||||||||||||||||
F-38
21.SHARE-BASED PAYMENTS (continued)
| 2025 | Security Type | Number | Grant Date | Expiry Date | Exercise Price A$ | Vesting Hurdle (30-day VWAP) A$ | Fair Value A$ | |||||||||||||||||||||||||||||||||||||
| Series 1 | Rights | 1-Nov-24 | 31-Dec-27 | |||||||||||||||||||||||||||||||||||||||||
| Series 2 | Rights | 1-Nov-24 | 23-Apr-26 | |||||||||||||||||||||||||||||||||||||||||
| Series 3 | Rights | 1-Nov-24 | 23-Apr-26 | |||||||||||||||||||||||||||||||||||||||||
| Series 4 | Rights | 1-Nov-24 | 31-Dec-25 | |||||||||||||||||||||||||||||||||||||||||
| Series 5 | Rights | 1-Nov-24 | 23-Apr-26 | |||||||||||||||||||||||||||||||||||||||||
| Series 6 | RSUs | 1-Nov-24 | 31-Dec-27 | |||||||||||||||||||||||||||||||||||||||||
| Series 7 | RSUs | 22-Nov-24 | 16-Dec-28 | |||||||||||||||||||||||||||||||||||||||||
| Series 8 | Rights | 20-Dec-24 | 31-Dec-25 | |||||||||||||||||||||||||||||||||||||||||
| Series 9 | RSUs | 9-Mar-25 | 16-Dec-28 | |||||||||||||||||||||||||||||||||||||||||
| Series 10 | RSUs | 6-May-25 | 31-Dec-28 | |||||||||||||||||||||||||||||||||||||||||
| Series 11 | RSUs | 8-May-25 | 31-Dec-28 | |||||||||||||||||||||||||||||||||||||||||
| Series 12 | RSUs | 9-May-25 | 31-Dec-28 | |||||||||||||||||||||||||||||||||||||||||
| Series 13 | RSUs | 10-May-25 | 10-Apr-29 | |||||||||||||||||||||||||||||||||||||||||
| Series 14 | Options | 10-May-25 | 10-Apr-29 | |||||||||||||||||||||||||||||||||||||||||
| Series 15 | RSUs | 12-May-25 | 31-Dec-28 | |||||||||||||||||||||||||||||||||||||||||
| Series 16 | RSUs | 13-May-25 | 31-Dec-28 | |||||||||||||||||||||||||||||||||||||||||
| Series 17 | RSUs | 15-May-25 | 10-Apr-29 | |||||||||||||||||||||||||||||||||||||||||
| Series 18 | Rights | 15-May-25 | 10-Apr-31 | |||||||||||||||||||||||||||||||||||||||||
| Series 19 | Rights | 15-May-25 | 10-Apr-31 | |||||||||||||||||||||||||||||||||||||||||
| Series 20 | Rights | 15-May-25 | 10-Apr-31 | |||||||||||||||||||||||||||||||||||||||||
| Series 21 | RSUs | 16-May-25 | 31-Dec-28 | |||||||||||||||||||||||||||||||||||||||||
| Series 22 | RSUs | 23-May-25 | 10-Apr-29 | |||||||||||||||||||||||||||||||||||||||||
| Series 23 | Options | 23-May-25 | 10-Apr-29 | |||||||||||||||||||||||||||||||||||||||||
| Series 24 | RSUs | 29-May-25 | 31-Dec-28 | |||||||||||||||||||||||||||||||||||||||||
| Series 25 | RSUs | 30-May-25 | 31-Dec-28 | |||||||||||||||||||||||||||||||||||||||||
| Series 26 | RSUs | 31-May-25 | 31-Dec-28 | |||||||||||||||||||||||||||||||||||||||||
| Series 27 | RSUs | 12-Jun-25 | 10-Apr-29 | |||||||||||||||||||||||||||||||||||||||||
| Series 28 | Options | 12-Jun-25 | 10-Apr-29 | |||||||||||||||||||||||||||||||||||||||||
| Series 29 | RSUs | 12-Jun-25 | 31-Dec-28 | |||||||||||||||||||||||||||||||||||||||||
| Series 30 | Options | 26-Jun-25 | 30-Jun-27 | |||||||||||||||||||||||||||||||||||||||||
| Series 31 | RSUs | 27-Jun-25 | 10-Apr-29 | |||||||||||||||||||||||||||||||||||||||||
| Series 32 | Rights | 27-Jun-25 | 10-Apr-31 | |||||||||||||||||||||||||||||||||||||||||
| Series 33 | Rights | 27-Jun-25 | 10-Apr-31 | |||||||||||||||||||||||||||||||||||||||||
| Series 34 | Rights | 27-Jun-25 | 10-Apr-31 | |||||||||||||||||||||||||||||||||||||||||
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21.SHARE-BASED PAYMENTS (continued)
| 2024 | Security Type | Number | Grant Date | Expiry Date | Exercise Price A$ | Vesting Hurdle (30-day VWAP) A$ | Fair Value A$ | |||||||||||||||||||||||||||||||||||||
| Series 1 | Shares | 15-Aug-23 | - | |||||||||||||||||||||||||||||||||||||||||
| Series 2 | Rights | 15-Aug-23 | 22-Dec-24 | |||||||||||||||||||||||||||||||||||||||||
| Series 3 | Rights | 15-Aug-23 | 22-Dec-25 | |||||||||||||||||||||||||||||||||||||||||
| Series 4 | Rights | 15-Aug-23 | 22-Dec-26 | |||||||||||||||||||||||||||||||||||||||||
| Series 5 | Rights | 18-Dec-23 | 23-Apr-26 | |||||||||||||||||||||||||||||||||||||||||
| Series 6 | Rights | 18-Dec-23 | 23-Apr-26 | |||||||||||||||||||||||||||||||||||||||||
| Series 7 | Rights | 18-Dec-23 | 21-Dec-28 | |||||||||||||||||||||||||||||||||||||||||
| Series 8 | Shares | 30-Jan-24 | - | |||||||||||||||||||||||||||||||||||||||||
| Series 9 | Shares | 30-Jan-24 | - | |||||||||||||||||||||||||||||||||||||||||
| Series 10 | RSUs | 26-Mar-24 | 31-Dec-27 | |||||||||||||||||||||||||||||||||||||||||
| Series 11 | RSUs | 9-Apr-24 | 31-Dec-27 | |||||||||||||||||||||||||||||||||||||||||
| Series 12 | RSUs | 22-Nov-23 | 5-Dec-27 | |||||||||||||||||||||||||||||||||||||||||
| Series 13 | Rights | 21-May-24 | 23-Apr-26 | |||||||||||||||||||||||||||||||||||||||||
| Series 14 | Rights | 21-May-24 | 23-Apr-26 | |||||||||||||||||||||||||||||||||||||||||
(c) Weighted Average Remaining Contractual Life
At June 30, 2026, the weighted average remaining contractual life of Unlisted Options was 3.37 years (2025: 0.96 years) (2024: 1.45 years).
(d) Option, Right and RSU Pricing Models
The fair value of granted RSUs and Rights that do not have market-based vesting conditions is estimated as at the date of grant based on the underlying share price.
The fair value of granted Options is estimated as at the date of grant using the Black Scholes option valuation model taking into account the terms and conditions upon which the Unlisted Options were granted. The table below lists the inputs to the valuation models used for Options granted by the Group during fiscal 2026, fiscal 2025 and fiscal 2024:
| 2026 | 2025 | 2024 | ||||||||||||||||||
Expected life (weighted average) | ||||||||||||||||||||
| Risk-free interest rate (weighted average) | ||||||||||||||||||||
Expected volatility (weighted average) | ||||||||||||||||||||
Expected dividend yield | ||||||||||||||||||||
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21.SHARE-BASED PAYMENTS (continued)
The fair value of granted Rights that have market-based vesting conditions is estimated as at the date of grant using a trinomial valuation model taking into account the market-based vesting criteria upon which the Rights were granted. The table below lists the inputs to the valuation models used for the Rights that have market-based vesting conditions granted by the Group during fiscal 2026, fiscal 2025 and fiscal 2024:
| 2026 | 2025 | 2024 | ||||||||||||||||||
Expected life (weighted average) | ||||||||||||||||||||
| Risk-free interest rate (weighted average) | ||||||||||||||||||||
| Expected volatility (weighted average) | ||||||||||||||||||||
| Fair value at grant date (weighted average) | A$ | A$ | A$ | |||||||||||||||||
| Share price at grant date (weighted average) | A$ | A$ | A$ | |||||||||||||||||
| Vesting hurdle (30-day VWAP) (weighted average) | A$ | A$ | A$ | |||||||||||||||||
Expected volatility was determined by reference to historical share price volatility over a period consistent with the expected life of the Options or Rights.
22. SEGMENT INFORMATION
IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Consolidated Entity that are regularly presented to and reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. The Consolidated Entity operates in one segment, being exploration and development of minerals and metals in the U.S.
(a) Reconciliation of non-current assets by geographical location
| 2026 | 2025 | |||||||||||||
| US$ | US$ | |||||||||||||
| United States of America | ||||||||||||||
23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
(a) Overview
The Group’s principal financial instruments comprise cash, receivables, other financial assets, payables, loans and borrowings and lease liabilities. The main risks arising from the Group’s financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk.
The Group manages its exposure to key financial risks in accordance with the Group’s financial risk management policy. Key risks are monitored and reviewed as circumstances change and policies are revised as required. The overall objective of the Group’s financial risk management policy is to support the delivery of the Group’s financial targets whilst protecting future financial security.
Given the nature and size of the business and uncertainty as to the timing and amount of cash inflows and outflows, the Group does not enter into derivative transactions to mitigate the financial risks. In addition, the Group’s policy is that no trading in financial instruments shall be undertaken for the purposes of making speculative gains. As the Group’s operations change, the Directors will review this policy periodically going forward.
The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board reviews and agrees policies for managing the Group’s financial risks as summarised below.
F-41
23.FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
(b) Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. This arises principally from cash and cash equivalents, receivables, and other financial assets.
There are no significant concentrations of credit risk within the Group. The carrying amount of the Group’s financial assets represents the maximum credit risk exposure, as represented below:
| Notes | 2026 | 2025 | ||||||||||||||||||
| US$ | US$ | |||||||||||||||||||
| Cash and cash equivalents | 5 | |||||||||||||||||||
| Trade and other receivables | 6 | |||||||||||||||||||
With respect to credit risk arising from cash and cash equivalents, the Group’s exposure arises from default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. The credit risk for cash and cash equivalents is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.
Trade and other receivables comprise primarily receivables from government funding programs, deposits, accrued interest and GST refunds due. Where possible the Group trades only with recognized, creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. There were no past due receivables at the date of this report.
(c) Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Board’s approach to managing liquidity is to ensure, as far as possible, that the Group will always have sufficient liquidity to meet its liabilities when due. At June 30, 2026, the Group had sufficient liquid assets to meet its financial obligations.
The Group had no financial covenants during the 2026 and 2025 financial periods, as the Group’s lease liabilities and other loans and borrowings do not impose any financial covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.
The contractual maturities of financial liabilities are provided in Note 14 - Loans and Borrowings. There are no netting arrangements in respect of financial liabilities.
(d) Interest Rate Risk
The Group’s exposure to the risk of changes in market interest rates relates primarily to the cash and short-term deposits with a floating interest rate. These financial assets with variable rates expose the Group to cash flow interest rate risk. All other financial assets and liabilities are either non-interest bearing (for example, receivables and payables) or have fixed interest rates (for example, lease liabilities, sub-lease receivables, and loans and borrowings).
At the reporting date, the interest rate profile of the Group’s financial instruments was:
| Notes | 2026 | 2025 | ||||||||||||||||||
| US$ | US$ | |||||||||||||||||||
| Cash at bank and on hand | 5 | |||||||||||||||||||
The Group’s cash at bank and on hand and short-term deposits had a weighted average floating interest rate at year-end of 2.89 % (2025: 3.48 %).
The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk.
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23.FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Interest rate sensitivity
A sensitivity of 0.5 % (50 basis points) has been selected as this is considered reasonable given the current level of both short term and long-term interest rates. A 0.5 % (50 basis points) movement in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.
| Profit or loss | Equity | |||||||||||||||||||||||||
| +0.5% | -0.5% | +0.5% | -0.5% | |||||||||||||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||||||||||||
| 2026 | ||||||||||||||||||||||||||
| Cash and cash equivalents | ( | ( | ||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||
| Cash and cash equivalents | ( | ( | ||||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||
| Cash and cash equivalents | ( | ( | ||||||||||||||||||||||||
(e) Foreign Currency Risk
Foreign currency risk is the risk that the fair value of future cash outflows will fluctuate because of changes in foreign currency exchange rates.
The Group’s exposure to the risk of changes in foreign exchange rate relates primarily to assets and liabilities that are denominated in currencies other than the functional currency of the group entity.
The Parent Company’s functional currency is Australian dollars. The financial statements are presented in U.S. dollars which is the Group’s presentation currency.
The Group also has transactional currency exposures relating to transactions denominated in currencies other than the functional currency of the entity.
It is the Group’s policy not to enter into any hedging or derivative transactions to manage foreign currency risk.
At the reporting date, the Group’s exposure to financial instruments denominated in currencies other than the functional currency of the group entity:
| Assets and liabilities denominated in currencies other than the functional currency of the group entity | 2026 US$ Equivalent | 2025 US$ Equivalent | ||||||||||||
| Financial assets | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Financial liabilities | ||||||||||||||
| Trade and other payables | ( | ( | ||||||||||||
| Net exposure | ||||||||||||||
F-43
23.FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Foreign exchange rate sensitivity
At the reporting date, had the US$ appreciated or depreciated against the A$, as illustrated in the table below, profit or loss and equity would have been affected by the amounts shown below. This analysis assumes that all other variables remain constant.
| Profit or loss | Equity | |||||||||||||||||||||||||
| +10% | -10% | +10% | -10% | |||||||||||||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||||||||||||
| 2026 | ||||||||||||||||||||||||||
| Group | ( | ( | ||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||
| Group | ( | ( | ||||||||||||||||||||||||
(f) Commodity Price Risk
The Group’s major commodity price exposure is to the price of titanium and titanium products. The price of titanium is affected by numerous factors beyond the control of the Group. The Group is currently researching, developing and commercializing its titanium metal technologies and exploring its mineral properties in the U.S. To date, the Group has not had significant sales of titanium and titanium products, but anticipates product sales now that the Group's Titanium Manufacturing Campus in Virginia has started operations. We currently do not enter into hedging or derivative transactions to manage commodity price risk.
(g) Capital Management
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Given the stage of development of the Group, the Board’s objective is to minimize debt and to raise funds as required through the issue of new shares. The Group is not subject to externally imposed capital requirements.
There were no changes in the Group’s approach to capital management during the year.
(h) Fair Value
The fair value of financial assets and financial liabilities approximates their carrying value. The methods for estimating fair value are outlined in the relevant notes to the consolidated financial statements.
F-44
24. CONTINGENT ASSETS AND LIABILITIES
Titan Project
The Titan Project is prospective for critical mineral sands including titanium minerals, rare earth minerals, high grade silica sand and zircon minerals. At June 30, 2026, the Group had entered into exclusive option agreements with local landowners in Tennessee, in relation to its Titan Project, which upon exercise, allows the Group to lease or, in some cases purchase, the acres of surface property and the associated mineral rights from the local landowners. As of June 30, 2026, the Titan Project comprised over 10,000 acres of surface and associated mineral rights in Tennessee, of which approximately 1,500 acres are owned by IperionX, approximately 1,200 acres are subject to long-term lease by IperionX, and approximately 7,500 acres are subject to exclusive option agreements with IperionX. During the option period, our option agreements provide us with exclusive right to access, enter, occupy and use the surface property for all purposes related to exploring for and evaluating all minerals in return for making annual option payments and bonus payments during periods when we conduct drilling. Upon exercise, in the case of an option to lease, the Company will pay a production royalty to the landowners, subject to a minimum royalty. Upon exercise, in the case of a purchase, the Company will pay cash consideration approximating the fair market value of the property, excluding the value of any minerals, plus a premium.
On June 15, 2026, the Company entered into an agreement to acquire certain mining and infrastructure assets associated with Covia Solutions LLC’s Camden silica sand operation in Camden, Tennessee, adjacent to the Company’s Titan Project. The assets include mineral rights, at-surface pre-processed mineral stockpiles, mining and processing equipment, an existing rail spur, approximately 1,200 acres of owned property, approximately 1,300 acres of leased property, buildings and structures, and associated electrical, water, and gas infrastructure.
The purchase price for the assets is $3 million in cash. The acquisition was completed on July 1, 2026.
In connection with the acquisition, the Company has agreed to assume Covia’s existing reclamation obligations related to certain disturbed property, which primarily consist of re-grading, re-vegetation, and stabilization of affected land. The Company is in the process of assessing the timing and estimated cost of these obligations, which will be recognized as a liability upon closing of the acquisition in accordance with applicable accounting standards.
The acquisition is expected to provide strategic synergies with the Titan Project through consolidated mineral rights within the McNairy Formation, additional feedstock optionality from existing stockpiles and pre-stripped horizons, and utilization of established infrastructure. There are no material contingencies related to the purchase price; however, the assumed reclamation obligations represent a commitment that may result in future cash outflows.
No other material commitments or contingencies related to this transaction have been identified as of the date of this report.
F-45
25. EVENTS SUBSEQUENT TO BALANCE DATE
(a)On July 1, 2026, the Company completed the acquisition of key assets from Covia Solutions LLC’s Camden, Tennessee silica sand operation for $3 million. The assets include mineral rights, at-surface pre-processed mineral stockpiles, mining and processing equipment, an existing rail spur, approximately 1,200 acres of owned property, approximately 1,300 acres of leased property, buildings and structures, and associated electrical, water, and gas infrastructure.
As of the date of issuance of these financial statements, management has not yet completed its determination of the fair values of the individual assets acquired.
(b)On July 7, 2026, the Company completed the placement of 2,275,000 new fully paid ADSs, each representing 10 ordinary shares, to raise gross proceeds of $50 million before costs. Proceeds from the offering will be used to continue the commercialization and scale-up of certain of our titanium and metal alloy production technologies, including continued scale-up and expansion of the Company’s Titanium Manufacturing Campus in Virginia and associated titanium metal research and development activities, continued development of the Atlas-Titan Project in Tennessee, and for general corporate purposes.
(c)On August 3, 2026, the Company announced a proposed redomiciliation of its ultimate parent company to Texas, U.S., subject to shareholder, court, regulatory and other customary approvals. Subject to completion of the transaction and applicable exchange approvals, the Company expects the common stock of the new U.S. parent company to be listed directly on Nasdaq, replacing the existing ADS structure. The proposed redomiciliation is not expected to impact the Company's underlying assets, operations or strategic priorities.
On that same announcement, the Company announced the appointment of Michael J. Loparco as an independent non-executive director effective August 3, 2026.
(d)On August 26, 2026, IperionX received Task Order 2 under its U.S. Army SBIR Phase III contract for Low-Cost, Domestic Titanium for Defense Applications that builds upon the previously announced $1.3 million task order, lifting the aggregate potential value of task orders issued under the Company’s $99 million SBIR Phase III contract up to $26.7 million. This additional task order will fund the physical equipment and manufacturing systems required to increase throughput, bring critical production steps in-house, reduce acquisition and production costs, and accelerate delivery of titanium components for U.S. defense applications.
Other than the above, as at the date of this report there are no other matters or circumstances which have arisen since June 30, 2026 that have significantly affected or may significantly affect:
•the operations, in financial years subsequent to June 30, 2026, of the Group;
•the results of those operations, in financial years subsequent to June 30, 2026, of the Group; or
•the state of affairs, in financial years subsequent to June 30, 2026, of the Group.
F-46
