6-K - IPX - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

Securities Exchange Act of 1934

Date: March 22, 2024

Commission File Number: 001-41338

IperionX Limited

(Translation of registrant’s name into English)

129 W Trade Street, Suite 1405

Charlotte, North Carolina

(Address of principal executive offices)

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

Form 20-F ☒ Form 40-F ☐

EXHIBIT INDEX

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

Exhibit	Description
99.1	Quarterly Report for the Three Months Ended June 30, 2022
99.2	Notice of Annual General Meeting/Proxy Form dated October 7, 2022
99.3	Press release (IperionX Appoints Toby Symonds as Company President) dated November 1, 2022
99.4	Press release (Panerai Places Order for Titanium Watch Cases) dated November 17, 2022
99.5	Results of Meeting, dated November 25, 2022
99.6	Press release (IperionX Wins U.S. Air Force Titanium Recycling Challenge) dated January 18, 2023
99.7	Notice of General Meeting/Proxy Form dated May 16, 2023
99.8	Results of Meeting dated June 16, 2023
99.9	Press release (IperionX Earns International Recognition with R&D 100 Award) dated August 24, 2023

SIGNATURE

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

	IPERIONX LIMITED
	(registrant)
Date: March 22, 2024	By:	/s/ Marcela Castro
Name:	Marcela Castro
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Title:	Chief Financial Officer

Exhibit 99.1

PRESS RELEASE	NASDAQ: IPX	ASX:<br> IPX
July 29 2022

JUNE 2022 QUARTERLY REPORT

IperionX Limited (ASX: IPX) (the “Company”), is pleased to provide its quarterly report for the period ended June 30, 2022. Highlights during the quarter included:

Titan Project Scoping Study - a leading, sustainable U.S. critical mineral project

▪	IperionX announced the positive results of a Scoping Study on its Titan Project (“Project”) located in west Tennessee, United States. The Scoping Study results demonstrate the Titan Project’s potential to be a sustainable, low cost and<br> globally significant North American producer of titanium, rare earths and other critical minerals needed for a low carbon future.

SCOPING STUDY HIGHLIGHTS

Largest potential source of U.S. titanium and rare earths minerals, including heavy rare earths

o	Scoping Study confirms the potential for the Project to be the largest U.S. producer of titanium and the rare earth minerals, monazite and xenotime, which includes both light and heavy rare earths.
o	In-situ metal content of titanium and rare earths over the life of the Titan Project represents potential production of ~60,500 Boeing 787s and ~24,000,000 electric vehicles.
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o	Potential to satisfy 100% of the U.S. Department of Defense needs for titanium and the heavy rare earths required for national security.
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o	Opportunity for a rapid and low capex entry to the U.S. rare earth supply chain, utilizing Energy Fuels’ existing White Mesa mill in Utah.
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Potential for significant cashflow generation including average annual EBITDA of US$117 million

o	Potential to develop a domestic source of critical minerals in the U.S. with significant cashflow generation underpinned by low costs.
o	Compares favorably to global projects and is located in a leading jurisdiction significantly closer to a large number of end user facilities.
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o	Importantly, the Scoping Study do not yet consider the potential upside associated with integration of the Titan Project (minerals business) and the Company’s breakthrough titanium metal technologies (metals business).
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Globally significant U.S. critical mineral resource with massive potential upside in the region

o	100% interest in over 11,000 acres of titanium, rare earth minerals and zircon rich mineral sands properties in Tennessee, U.S.
o	Production target of 243 million tons of mineralized material over a life of mine of 25 years covers less than 4,500 acres of the current land position controlled by the Company.
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o	Significant potential to grow production and Project life in the future.
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Infrastructure, location and decarbonized supply chain advantage to major target markets and end users

o	Significant cost advantages due to the location and proximity to existing low cost, world-class infrastructure.
o	Major logistical advantage over many other critical minerals imported into the U.S. provides the potential for a further cost advantage and a lower carbon intensity supply chain.
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Sustainable and community focused development

o	Actively taking a “sustainable first” approach to all areas of development with a focus on zero carbon power, sustainable rehabilitation practices and community engagement.
o	Building trust, broadening support, improving knowledge and promoting community participation and engagement in the development of the Titan Project.
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Corporate Office	Tennessee Office	Salt Lake City Office
---	---	---
129 W Trade St, Suite 1405 Charlotte, NC 28202	279 West Main St, Camden, TN 38320	1782 W 2300 S, West Valley City, UT 84119

SCOPING STUDY HIGHLIGHTS (continued)

Rapidly progressing to be construction ready in 2023

o	Mineral demonstration facility at Titan Project being completed to facilitate feasibility test work, customer offtake discussions, downstream R&D and community engagement.
o	Feasibility study metallurgical test work already underway after successful completion of pre- feasibility level test work in early 2022.
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o	Optimization for mine planning, processing and permitting pathway underway to facilitate a 2023 construction ready timeline.
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University of Tennessee Institute of Agriculture sustainability research and demonstration project

▪	IperionX and University of Tennessee Institute of Agriculture (“UTIA”) partnered to research the implementation of sustainable operating and rehabilitation practices at the Titan Project.
▪	Work programs will focus on researching and demonstrating post mineral extraction practices and carbon sequestration opportunities for generational land-use benefits for local landowners.
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▪	The initial scope of work will focus upon the elimination of invasive vegetation and subsequent improved ecological revegetation utilizing native warm season grasses, undertaken on IperionX’s owned properties.
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▪	IperionX and UTIA will establish a 10-acre demonstration site at the Titan Project for the initial scope of work, intended to be used for further sustainability investigations, including the use of biochars, gypsum and other soil<br> amendments to aid in higher crop yields and carbon sequestration through the use of selective vegetation and sustainable soil additives.
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▪	The work programs will be led by Dr. Forbes Walker, a world-renowned soil science professor with the University of Tennessee Institute of Agriculture who has deep experience in land rehabilitation.
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Listing on Nasdaq and commencement of trading in the U.S.

▪	IperionX’s registration statement on Form 20-F to register its ordinary shares with the United States Securities SEC was declared effective and the Company’s American depositary shares (“ADSs”) were approved for listing on the Nasdaq.
▪	Trading of ADSs on Nasdaq commenced in the U.S. on June 21, 2022 under the ticker symbol “IPX”, with each ADS representing 10 ordinary shares in the Company.
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▪	IperionX continues to maintain its existing listing of ordinary shares on the ASX under the same symbol “IPX”.
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▪	Nasdaq is one of the world’s premier venues for growth companies, with the listing providing the potential for increased liquidity and exposure to institutional and retail investors in the United States.
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▪	The SEC registration and Nasdaq listing process did not include any capital raising.
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For further information and enquiries please contact:

investorrelations@iperionx.com

+1 704 461 8000

TITAN PROJECT SCOPING STUDY - A LEADING, SUSTAINABLE U.S. CRITICAL MINERAL PROJECT

Table 1: Key Scoping Study metrics (values measured in metric units and are displayed in US$ unless specified).

Measure	Unit	Value
Production
Life of mine (LOM)	years	25
Mineralized resource mined	Mt	242.6
Annual average throughput	Mt/y	9.7
Annual average production – rare earth concentrate	t/y	4,650
Annual average production – rutile	t/y	16,700
Annual average production – ilmenite	t/y	95,500
Annual average production – premium zircon	t/y	22,400
Annual average production – zircon concentrate	t/y	16,100
Operating and Capital Costs
Unit operating costs (incl. royalties & transport)	US$/t ROM	6.91
Annual average operating costs (incl. royalties & transport)	US$M/y	67
Total initial capital cost	US$M	237
Direct capital cost	US$M	158
Indirect capital cost	US$M	30
Contingency (30%)	US$M	49
NPV to capex cost ratio		2.9x
Financial Performance
LOM revenue	US$M	4,600
LOM EBITDA	US$M	2,923
Annual average revenue	US$M/y	184
Annual average EBITDA	US$M/y	117
Payback from start of operations	years	1.9

Titan Project – A Major Potential Source of Titanium and Rare Earths for the U.S.

The delivery of the Titan Project Scoping Study (“Scoping Study” or “Study”) highlights the large, high value nature of a critical mineral development in west Tennessee, U.S., and provides the potential to be a leading U.S. source of low carbon critical minerals for advanced U.S. industries such as space, aerospace, electric vehicles and 3D printing, as well as critical defense applications.

As an example of the potential scale of the Titan Project, the in-situ titanium metal content produced over the life of the Titan Project is approximately 1.1 million tons, enough to supply the titanium metal content for approximately ~60,500 Boeing 787 airplanes, or over 1,000 years of 787 production based upon Boeing’s future targeted production of 5x 787 airplanes per month.

For rare earths, the combined in-situ neodymium, praseodymium, terbium and dysprosium rare earth oxide content over the life of the Titan Project is approximately 16 thousand tons, enough to supply the rare earth metal content for NdFeB used in permanent magnet motors in electric vehicles for approximately 24 million electric vehicles.

Figure 1: Titanium metal produced over the life of the Titan Project has the potential to support the production of ~60,500 Boeing

787s and ~24 million electric vehicles.

Titanium

Combined with IperionX’s breakthrough titanium metal technologies, the Titan Project the potential to re-shore the U.S. titanium supply chain in an efficient and sustainable manner, through eliminating process stages, reducing energy consumption, reducing carbon emissions and significantly cutting costs.

Figure 2: First 5-year average contained titanium metal (in concentrate) vs. 2019 U.S. titanium ingot production^1^.

Rare Earth Elements

The Titan Project has the potential to be one of the largest sources of monazite and xenotime minerals for the rare earth supply chain in the U.S. Importantly, the Titan Project endowment of Heavy Rare Earths including Dysprosium, Terbium and Yttrium could make IperionX one of the largest suppliers in the U.S.

^1^	Source: USGS, Roskill, WoodMackenzie

Figure 3: First 5-year average contained dysprosium & terbium oxide production vs. 2019 demand^2^.

IperionX previously announced a partnership with Energy Fuels Inc. has the potential to establish a fully integrated, “mine to market” U.S. rare earth supply chain for the electric vehicle and renewable energy sectors. This partnership allows the potential for rapid and low capex entry to the U.S. rare earth supply chain by utilizing Energy Fuels’ existing White Mesa mill in Utah, and highlights the importance of the Titan Project as a potentially important source of high value U.S. rare earth minerals, and in particular heavy rare earths.

Figure 4: U.S. rare earths partnership between IperionX and Energy Fuels.

Potential for Significant Cashflow Generation

IperionX’s Scoping Study highlights the potential for the Company to develop a low-cost domestic source of critical minerals in the U.S., with compelling economics, including average life of mine annual EBITDA of US$117 million per annum, after-tax NPV8 of US$692 million and an after-tax IRR of 40%, for an initial capital investment of US$237 million (inclusive of a 30% contingency).

EBITDA Projection

A useful comparison to gauge the potential importance and value associated with critical mineral projects in the U.S. is the Mountain Pass project, operated by MP Materials Corp., which went public via a de-SPAC process in November 2020. MP Materials generates rare earth products from its operation in California, and at the time of the de-SPAC the transaction implied an enterprise value of approximately US$1,000 million. Subsequent to the transaction, MP Materials have outperformed their projections, with a current market capitalization of approximately US$6,350 million.

^2^	Source: USGS, Roskill, Wood Mackenzie

Table 2: Titan Project EBITDA comparison.

EBITDA US$M	Year 1	Year 2	Year 3
Titan Project – Scoping Study	122	173	116
MP Materials – Forecast at De-SPAC^3^	8	29	82

NPV to Capex Ratio

The Titan Project’s NPV to capex ratio, an economic benchmark which highlights the potential value generated by the initial development capital investment, is at the top end of the range of comparable north American critical mineral projects. This metric is often seen as a measure of the “fundability” of a mineral resource project, and highlights the attractiveness of the Titan Project when compared to its north American peers.

Figure 5: Titan Project NPV to capex ratio compared to other north American critical mineral developments^4^.

Pricing Scenario Sensitivity

Base case financial metrics for the Titan Project Scoping Study are based upon pricing forecasts from leading industry consultancies in rare earths and heavy mineral sand products. A scenario indicative of prolonged supply constraints modelled, including a 20% premium to product pricing, has been modelled for indicative purposes.

Table 3: Key Scoping Study metrics – pricing sensitivity.

Financial Performance	Unit	Base Case	Prolonged supply<br><br> <br>constraints
Average annual revenue	US$M/y	184	234
Average first five-year EBITDA	US$M/y	118	178
Payback from start of operations	years	1.9	1.3

^3^	MP Materials company presentation, July 15, 2020
^4^	Sources: Lithium Americas Thacker Pass Project PFS (link), 5E Advanced Materials Fort Cady Project DFS (link), Piedmont Lithium Carolina Lithium Project<br> BFS (link), Ioneer Rhyolite Ridge Project DFS (link), Talon Metals Tamarack Nickel Project PEA (link)
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Progressing to Construction Ready by 2023

The Scoping Study demonstrates the Titan Project’s importance as a leading U.S. critical mineral project and the Company has now been working on progressing the Titan Project to be construction ready during 2023.

Figure 6: Titan Project construction ready timeline.

Importantly to achieve this timeline the company has focused on the metallurgical test work programs needed to be completed to underpin both pre-feasibility and feasibility studies. To-date pre-feasibility test work has been completed with result to be finalized and incorporated into the pre-feasibility study and the Company is now engaged in feasibility study test work.

To aid in the development of the feasibility study test work the Company constructed the first stage of a three- stage demonstration facility on the Titan Project that was used to prepare the feasibility study test work samples. The first stage included hydro-cyclones and materials handling to allow for the removal of fine (minus 45 micron) material from the samples. The resulting product could then be more readily shipped and process by Minerals Technologies pilot wet concentration plant in Florida.

The Company intends to build upon the demonstration plant with two more stages allowing for production of mineral products including rutile, ilmenite, rare earths minerals and zircon. Stage two will see the addition of a set of MG12 spirals that will allow for the production of heavy mineral concentrate. Stage three will be the construction of a demonstration scale flotation plant for the rare earth minerals monazite and xenotime together with electrostatic and electromagnetic equipment to separate the titanium and zircon minerals. The demonstration plant will then assist customer discussions and offtake, provide for titanium minerals for further downstream processing and provide an opportunity to educate and interact with the community on the sustainable processing afforded to the Titan Project.

The Company has now also commenced a review of the opportunities available that could significantly enhance the economics. These reviews are expected to be completed ahead of the commencement of the pre-feasibility study.

The Company is also undertaking a permit pathway review which will result in a permitting strategy that is expected to lead to the Company applying for permits on the Titan Project with the Tennessee regulators in late 2022.

Figure 7: Titan Project Mineral Demonstration Facility.

UNIVERSITY OF TENNESSEE INSTITUTE OF AGRICULTURE SUSTAINABILITY RESEARCH AND DEMONSTRATION PROJECT

During the quarter, IperionX partnered with the University of Tennessee Institute of Agriculture (“UTIA”) to research the implementation of sustainable operating and rehabilitation practices at the Titan Project. The University of Tennessee is the flagship university in the state of Tennessee, and UTIA is at the forefront of agribusiness research, education and community outreach. The Titan Critical Mineral Project includes programs focused on post mineral extraction practices and carbon sequestration opportunities for generational land-use benefits for local landowners.

The initial scope of work will focus upon the elimination of invasive vegetation and subsequent improved ecological revegetation utilizing native warm season grasses, undertaken on IperionX’s owned properties. IperionX will establish a 10-acre demonstration site at the Titan Project for UTIA’s use for the initial scope of work, with the potential for the site to be used for further sustainability investigations, including the use of biochars, gypsum and other soil amendments to aid in higher crop yields and the carbon sequestration.

Land Rehabilitation & Carbon Sequestration

Native Warm Season Grasses

Native Warm Season Grasses (“NWSGs”) are a variety of tall-growing bunch grasses that grow during the warmer months of the year and lay dormant in the autumn and winter. Native grasslands are among the most endangered ecosystems in the Mid-South of the U.S., resulting in habitat destruction for native fauna including quail, rabbits and grassland songbirds, who use native grasslands for cover and nesting.

NWSGs are known for their fast-growing, deep root systems, which retain soil and help prevent erosion, along with their high-quality forage and hay production once mature. These deeper root systems help NSWGs sequester more carbon than their non-native counterparts. Research has shown that NWSGs grow better and have better yields than non-native grasses commonly used at reclaimed mineral extraction operations in North America. UTIA and IperionX will investigate the usage of Big Bluestem, Little Bluestem, and Indian Grass at the Titan Project to help remediate post-mining areas and return the land to its natural state with strong ecosystems, and potentially provide meaningfully higher production capacity than pre-mining.

Figure 8: Native grass root growth vs. non-native.

Biochar and Gypsum Soil Amendments

Biochar is a charcoal-like material made from grasses, wood and other plant materials, that is produced via the thermochemical decomposition of biomass at high temperature in low oxygen environments. Biochar is added to soil mixtures to improve the productivity and resilience of agricultural systems by increasing water retention and increasing plant nutrient availability.

Gypsum, also known as calcium sulfate, is one of the earliest forms of fertilizer with 250 years of agricultural use. Gypsum’s primary applications include high-sodium soil remediation, breaking up compact soils like clays, and providing calcium and sulfate sulfur nutrients to plants. Furthermore, it neutralizes aluminum toxicity in soils and improves drainage, reducing phosphorous runoff, crusting and ponding. Recent research has focused on using gypsum soil additives as a potential means of carbon sequestering in soils by enhancing root growth, which UTIA and IperionX will investigate at the Titan Project.

Carbon Sequestrating

Carbon sequestration is the removal and storage of carbon from the atmosphere, including by plants in the form of undecomposed organic material, primarily as dead plant root material. As such, plants with fast-growing, deep root systems, including Native Warm Season Grasses, may provide a significant opportunity for carbon sequestration under the right conditions, as does the use of soil additives which promote organic growth, including gypsum.

CORPORATE - LISTING ON NASDAQ AND COMMENCEMENT OF TRADING IN THE U.S.

During the quarter, IperionX’s registration statement on Form 20-F to register its ordinary shares with the United States Securities and Exchange Commission (“SEC”) was declared effective, with its American depositary shares (“ADSs”) approved for listing on the Nasdaq Capital Market (“Nasdaq”).

Trading on Nasdaq commenced in the U.S. on June 21, 2022 under the ticker symbol “IPX”. Each ADS represents 10 ordinary shares in the Company. IperionX will maintain its existing listing of ordinary shares on the Australian Securities Exchange (“ASX”) under the same symbol “IPX”.

Listing on Nasdaq in the United States will enhance the visibility and accessibility of IperionX to the extensive

U.S. market of retail and institutional investors and allow investors to trade IperionX’s ADSs directly in the U.S., in U.S. dollars during normal U.S. trading hours, including through their retail, online or institutional broker- dealer.

The SEC registration and Nasdaq listing process did not include any capital raising.

ASX - ADDITIONAL INFORMATION

Mining properties – Titan Project

At June 30, 2022, the Titan Project comprised of approximately 11,071 acres of surface and associated mineral rights in Tennessee prospective for heavy mineral sands (HMS), rich in minerals critical to the U.S, including titanium, rare earth minerals, high grade silica sand and zircon, of which approximately 453 acres are owned and approximately 10,618 acres are subject to exclusive option agreements. These exclusive option agreements, upon exercise, allow us to lease or, in some cases, purchase the surface property and associated mineral rights. During the quarter, the Company purchased 316 acres of land through the exercise of option agreements.

Mining properties – Milford Project

At June 30, 2022, the Milford Project comprised the following tenements:

Tenement	Location	Interest
ML-001 to ML-100, ML-051a	Utah, USA	100%
Total number of claims	101

Mining exploration expenditures

During the quarter, the Company made the following payments in relation to mining exploration activities. Infill drilling for pre-feasibility & feasibility studies has concluded, and the Company will focus on the delivery of a mineral resource estimate upgrade at the Titan Project targeting both increased tonnage and increased confidence levels in mineral resource classification before commencing further drilling.

Activity	US$000
Drilling and assaying	(409)
Metallurgical test work	(505)
Geological consultants	(265)
Permitting	(59)
Technical studies	(242)
Field supplies, vehicles, travel and other	(361)
Total as reported in Appendix 5B	(1,841)

There were no mining or production activities or expenses during the quarter.

Related party payments

During the quarter, the Company made payments of approximately US$166,000 to related parties and their associates. These payments relate to executive directors’ remuneration, non-executive directors’ fees, employer 401(k) contributions, superannuation contributions and fees for services in relation to business development activities.

About IperionX

IperionX’s mission is to be the leading developer of low-carbon, sustainable, critical material supply chains focused on advanced industries including space, aerospace, electric vehicles and 3D printing. IperionX’s titanium technologies have the potential to produce titanium products which are sustainable, 100% recyclable, low- carbon intensity and at product qualities which exceed current industry standards. The Company also holds a 100% interest in the Titan Project, located in Tennessee, U.S., which is rich in rare earth minerals.

Forward Looking Statements Information included in this release constitutes forward-looking statements. Often, but not always, forward looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “continue”, and “guidance”, or other similar words and may include, without limitation, statements regarding the timing of any Nasdaq listing, plans, strategies and objectives of management, anticipated production or construction commencement dates and expected costs or production outputs. Forward looking statements inherently involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance, and achievements to differ materially from any future results, performance, or achievements. Relevant factors may include, but are not limited to, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licenses and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory framework within which the Company operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation, as well as other uncertainties and risks summarized in filings made by the Company from time to time with the Australian Securities Exchange and in the Form 20-F filed with the U.S. Securities and Exchange Commission. Forward looking statements are based on the Company and its management’s assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company’s business and operations in the future. The Company does not give any assurance that the assumptions on which forward looking statements are based will prove to be correct, or that the Company’s business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company’s control. There may be other factors that could cause actual results, performance, achievements, or events not to be as anticipated, estimated or intended, and many events are beyond the reasonable control of the Company. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Forward looking statements in these materials speak only at the date of issue. Except as required by applicable law or stock exchange listing rules, the Company does not undertake any obligation to publicly update or revise any of the forward-looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based. Competent Persons Statement The information in this announcement that relates to Production Targets, Process Design, Mine Design, Cost estimates and Financial Analysis is extracted from IperionX’s ASX Announcement dated June 30, 2022 (“Original ASX Announcement”) which is available to view at IperionX’s website at www.iperionx.com. IperionX confirms that a) it is not aware of any new information or data that materially affects the information included in the Original ASX Announcement; b) all material assumptions 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 report have not been materially changed from the Original ASX Announcement. The information in this announcement that relates to Mineral Resources is extracted from IperionX’s ASX Announcement dated October 6, 2021 (“Original ASX Announcement”) which is available to view at IperionX’s website at www.iperionx.com. IperionX confirms that a) it is not aware of any new information or data that materially affects the information included in the Original ASX Announcement; b) all material assumptions 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 report have not been materially changed from the Original ASX Announcement.

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

Rule 5.5

Appendix 5B

Mining exploration entity or oil and gas exploration entity quarterly cash flow report

Name of entity
IperionX Limited
ABN	Quarter ended (“current quarter”)
84 618 935 372	30 June 2022
Consolidated statement of cash flows		Current<br><br> <br>quarter<br><br> <br>USD$’000	Year to date<br><br> <br>(12 months)<br><br> <br>USD$’000
---	---	---	---
1.	Cash flows from operating activities
1.1	Receipts from customers	-	-
1.2	Payments for
	(a) exploration & evaluation	(1,841)	(5,686)
	(b) development	-	-
	(c) production	-	-
	(d) staff costs	(862)	(3,608)
	(e) administration and corporate costs	(583)	(1,662)
1.3	Dividends received (see note 3)	-	-
1.4	Interest received	3	23
1.5	Interest and other costs of finance paid	-	-
1.6	Income taxes paid	-	-
1.7	Government grants and tax incentives	-	-
1.8	Other (provide details if material):<br><br> <br>(a) business development	(349)	(1,305)
1.9	Net cash from / (used in) operating activities	(3,632)	(12,238)
2.	Cash flows from investing activities
---	---	---	---
2.1	Payments to acquire:
	(a) entities	-	-
	(b) tenements	(441)	(1,810)
	(c) property, plant and equipment	(1,365)	(1,406)
	(d) exploration & evaluation	-	-
	(e) investments	-	-
ASX Listing Rules Appendix 5B (17/07/20)	Page 12
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+ See chapter 19 of the ASX Listing Rules for defined terms.

Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

Consolidated statement of cash flows		Current<br><br> <br>quarter<br><br> <br>USD$’000	Year to date<br><br> <br>(12 months)<br><br> <br>USD$’000
	(f) other non-current assets	-	-
2.2	Proceeds from the disposal of:
	(a) entities	-	-
	(b) tenements	-	-
	(c) property, plant and equipment	-	-
	(d) investments	-	-
	(e) other non-current assets	-	-
2.3	Cash flows from loans to other entities	-	-
2.4	Dividends received (see note 3)	-	-
2.5	Other (provide details if material):<br><br> <br>(a) cash acquired on asset acquisition	-	-
2.6	Net cash from / (used in) investing activities	(1,806)	(3,216)
3.	Cash flows from financing activities
3.1	Proceeds from issues of equity securities (excluding convertible debt securities)	-	17,604
3.2	Proceeds from issue of convertible debt<br><br> <br>securities	-	-
3.3	Proceeds from exercise of options	104	2,266
3.4	Transaction costs related to issues of equity securities or convertible debt securities	(2)	(431)
3.5	Proceeds from borrowings	-	-
3.6	Repayment of borrowings	-	-
3.7	Transaction costs related to loans and borrowings	-	-
3.8	Dividends paid	-	-
3.9	Other (provide details if material)	-	-
3.10	Net cash from / (used in) financing activities	102	19,439
4.	Net increase / (decrease) in cash and cash equivalents for the period
4.1	Cash and cash equivalents at beginning of period	11,304	1,698
4.2	Net cash from / (used in) operating activities (item 1.9 above)	(3,632)	(12,238)
ASX Listing Rules Appendix 5B (17/07/20)	Page 13
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+ See chapter 19 of the ASX Listing Rules for defined terms.

Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

Consolidated statement of cash flows		Current<br><br> <br>quarter<br><br> <br>USD$’000	Year to date<br><br> <br>(12 months)<br><br> <br>USD$’000
4.3	Net cash from / (used in) investing activities (item 2.6 above)	(1,806)	(3,216)
4.4	Net cash from / (used in) financing activities (item 3.10 above)	102	19,439
4.5	Effect of movement in exchange rates on cash held	(309)	(24)
4.6	Cash and cash equivalents at end of period	5,659	5,659
5.	Reconciliation of cash and cash equivalents<br><br> <br>at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts	Current quarter<br><br> <br>USD$’000	Previous quarter<br><br> <br>USD$’000
---	---	---	---
5.1	Bank balances	2,473	7,473
5.2	Call deposits	3,186	3,831
5.3	Bank overdrafts	-	-
5.4	Other (provide details)	-	-
5.5	Cash and cash equivalents at end of quarter (should equal item 4.6 above)	5,659	11,304
6.	Payments to related parties of the entity and their associates	Current quarter<br><br> <br>USD$’000
---	---	---
6.1	Aggregate amount of payments to related parties and their associates included in item 1	(166)
6.2	Aggregate amount of payments to related parties and their associates included in item 2	-

Note: if any amounts are shown in items 6.1 or 6.2, your quarterly activity report must include a description of, and an explanation for, such payments

ASX Listing Rules Appendix 5B (17/07/20)	Page 14
+ See chapter 19 of the ASX Listing Rules for defined terms.

Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

7.	Financing facilities<br><br> <br>Note: the term “facility’ includes all forms of financing<br><br> <br>arrangements available to the entity.<br><br> <br>Add notes as necessary for an understanding of the<br><br> <br>sources of finance available to the entity.	Total facility<br><br> <br>amount at<br><br> <br>quarter end<br><br> <br>USD$’000	Amount<br><br> <br>drawn at<br><br> <br>quarter end<br><br> <br>USD$’000
7.1	Loan facilities	-	-
7.2	Credit standby arrangements	-	-
7.3	Other (please specify)	-	-
7.4	Total financing facilities	-	-
7.5	Unused financing facilities available at quarter end		-
7.6	Include in the box below a desciption of each facility above, including the lender, interest rate, maturity date and whether it is secured or unsecured. If any additional financing facilities have been entered into<br> or are proposed to be entered into after quater end, include a note providing details of those facilities as well.
Not applicable
---
8.	Estimated cash available for future operating activities	USD$’000
---	---	---
8.1	Net cash from / (used in) operating activities (item 1.9)	(3,632)
8.2	(Payments for exploration & evaluation classified as investment<br><br> <br>activities) (item 2.1(d))	-
8.3	Total relevant outgoings (item 8.1 + item 8.2)	(3,632)
8.4	Cash and cash equivalents at quarter end (item 4.6)	5,659
8.5	Unused finance facilities available at quarter end (item 7.5)	-
8.6	Total available funding (item 8.4 + item 8.5)	5,659
8.7	Estimated quarters of funding available (item 8.6 divided by<br><br> <br>item 8.3)	1.6

Note: if the entity has reported positive relevant outgoings (ie a net cash inflow) in item 8.3, answer item 8.7 as “N/A”. Otherwise a figure for the estimated quarters of funding available must be included in item 8.7.

8.8	8.8.1.	Does the entity expect that it will continue to have the current level of net operating cash flows for the time being and, if not, why not?

No. Major activities related to the Company’s Titan Project scoping and pre-feasibility studies have concluded. These were discrete activities which do not have ongoing cash requirements. These activities included scoping study engineering, scoping study and pre- feasibility metallurgical test work and an intensive infill drilling program required to increase the confidence levels in mineral resource classification for a pre-feasibility study. These expenses are expected to substantially reduce in the current quarter.

8.8.2.	Has the entity taken any steps, or does it propose to take any steps, to raise further cash to fund its operations and, if so, what are those steps and how likely does it believe that they will be successful?

Yes. The Company’s operations require additional funding through equity, debt, or other financing means. The Company is assessing a range of funding options to pursue the development of its projects. The Company has a strong institutional shareholder base and support for its projects remains strong.

8.8.3.	Does the entity expect to be able to continue its operations and to meet its business objectives and, if so, on what basis?
ASX Listing Rules Appendix 5B (17/07/20)	Page 15
---	---
+ See chapter 19 of the ASX Listing Rules for defined terms.

Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

Yes. Major activities related to the Company’s Titan Project scoping and pre-feasibility studies have concluded. These were discrete activities which do not have ongoing cash requirements. The Company<br> expects that it will complete additional funding as required to pursue the development of its projects. In the meantime, the Company is actively managing its cash and commitments to ensure that it can meet its business objectives.
Note: where item 8.7 is less than 2 quarters, all of questions 8.8.1, 8.8.2 and 8.8.3 above must be answered.

Yes. Major activities related to the Company’s Titan Project scoping and pre-feasibility studies have concluded. These were discrete activities which do not have ongoing cash requirements. The Company expects that it will complete additional funding as required to pursue the development of its projects. In the meantime, the Company is actively managing its cash and commitments to ensure that it can meet its business objectives.

Note: where item 8.7 is less than 2 quarters, all of questions 8.8.1, 8.8.2 and 8.8.3 above must be answered.

Compliance statement

1	This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.
2	This statement gives a true and fair view of the matters disclosed.
---	---
Date:	July 29, 2022
---	---
Authorised by:	Company Secretary
	(Name of body or officer authorising release – see note 4)

Notes

1.	This quarterly cash flow report and the accompanying activity report provide a basis for informing the market about the entity’s activities for the past quarter, how they have been financed and the effect this has had on its cash<br> position. An entity that wishes to disclose additional information over and above the minimum required under the Listing Rules is encouraged to do so.
2.	If this quarterly cash flow report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral<br> Resources and AASB 107: Statement of Cash Flows apply to this report. If this quarterly cash flow report has been prepared in accordance with other accounting standards agreed by ASX<br> pursuant to Listing Rule 19.11A, the corresponding equivalent standards apply to this report.
---	---
3.	Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.
---	---
4.	If this report has been authorised for release to the market by your board of directors, you can insert here: “By the board”. If it has been authorised for release to the market by a committee of your board of directors, you can insert<br> here: “By the [name of board committee – eg Audit and Risk Committee]”. If it has been authorised for release to the market by a disclosure committee, you<br> can insert here: “By the Disclosure Committee”.
---	---
5.	If this report has been authorised for release to the market by your board of directors and you wish to hold yourself out as complying with recommendation 4.2 of the ASX Corporate Governance Council’s Corporate<br><br><br> Governance Principles and Recommendations, the board should have received a declaration from its CEO and CFO that, in their opinion, the financial records of the entity have been properly maintained, that this report complies with<br> the appropriate accounting standards and gives a true and fair view of the cash flows of the entity, and that their opinion has been formed on the basis of a sound system of risk management and internal control which is operating<br> effectively.
---	---
ASX Listing Rules Appendix 5B (17/07/20)	Page 16
---	---
+ See chapter 19 of the ASX Listing Rules for defined terms.

Exhibit 99.2

IPERIONX LIMITED<br><br> <br>ACN 618 935 372
NOTICE OF ANNUAL GENERAL MEETING<br><br> <br><br><br> <br>The Annual General Meeting of the Company will be held at the<br><br> <br>Conference Room, Ground Floor, 28 The Esplanade, Perth WA 6000<br><br> <br>on Friday, 25 November 2022 at 9:00am (AWST).
If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform.<br><br> <br><br><br> <br>This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek<br> advice from their accountant, solicitor or other professional adviser prior to voting.<br><br> <br><br><br> <br>Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9322 6322

IPERIONX LIMITED ACN 618 935 372

NOTICE OF ANNUAL GENERAL MEETING The Annual General Meeting of the Company will be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth WA 6000 on Friday, 25 November 2022 at 9:00am (AWST).

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting. Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9322 6322

IPERIONX LIMITED

ACN 618 935 372

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of shareholders of IperionX Limited (Company) will be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth WA 6000 on Friday, 25 November 2022 at 9:00am (AWST) (Meeting).

If it becomes necessary or appropriate to make alternative arrangements to those detailed in this Notice, Shareholders will be updated via the ASX announcements platform and on the Company’s website at www.iperionx.com.

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Wednesday, 23 November 2022 at 5:00pm (AWST).

The Company advises that a poll will be conducted for all Resolutions.

Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in Schedule 1.

AGENDA

Annual Report

To consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2022, which includes the Financial Report, the Directors' Report and the Auditor's Report.

1	Resolution 1 – Remuneration Report

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, approval is given by the Shareholders for the adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

A vote on this Resolution must not be cast:

(a)	by or on behalf of a member of the Key Management Personnel or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or
(b)	by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
---	---

However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

(a)	the person is appointed as a proxy that specifies the way the proxy is to vote on this Resolution; or
(b)	the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected<br> with the remuneration of a member of the Key Management Personnel.
---	---
Page 1
---

2	Resolution 2 – Re-election of Mr Vaughn Taylor as Director

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 14.4, article 7.3(c) of the Constitution and for all other purposes, Mr Vaughn Taylor, Director, retires and being eligible pursuant to article 7.3(f) of the Constitution, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

3	Resolution 3 – Issue of Options to Non-Executive Director Ms Lorraine Martin

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act, and for all other purposes, Shareholders approve the issue of up to 106,093 Options to Ms Lorraine Martin (and/or her nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

Listing Rules

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Ms Lorraine Martin (and/or her nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

(a)	a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
(b)	the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
---	---
(c)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
---	---
(i)	the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
---	---
(ii)	the Shareholder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.
---	---

Corporations Act

The Company will disregard any votes cast on this Resolution by or on behalf of Ms Lorraine Martin or any associate. However, a person described above may cast a vote on this Resolution if:

(a)	it is cast as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(b)	it is not cast on behalf of the person or an associate of the person described in (a) above.
---	---

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

(a)	the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(b)	the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the<br> remuneration of a member of the Key Management Personnel.
---	---
Page 2
---

4	Resolution 4 – Issue of Options to Non-Executive Director Mr Vaughn Taylor

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act, and for all other purposes, Shareholders approve the issue of up to 106,093 Options to Mr Vaughn Taylor (and/or her nominee)on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

Listing Rules

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Vaughn Taylor (and/or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

(a)	a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
(b)	the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
---	---
(c)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
---	---
(i)	the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
---	---
(ii)	the Shareholder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.
---	---

Corporations Act

The Company will disregard any votes cast on this Resolution by or on behalf of Mr Vaughn Taylor or any associate. However, a person described above may cast a vote on this Resolution if:

(a)	it is cast as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(b)	it is not cast on behalf of the person or an associate of the person described in (a) above.
---	---

(a)	the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(b)	the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the<br> remuneration of a member of the Key Management Personnel.
---	---

5	Resolution 5 – Issue of Options to Non-Executive Director Ms Melissa Waller

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act, and for all other purposes, Shareholders approve the issue of up to 106,093 Options to Ms Melissa Waller (and/or her nominee) on the terms and conditions in the Explanatory Memorandum."

Page 3

Voting Exclusion

Listing Rules

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Ms Melissa Waller (and/or her nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

(a)	a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
(b)	the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
---	---
(c)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
---	---
(i)	the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
---	---
(ii)	the Shareholder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.
---	---

Corporations Act

The Company will disregard any votes cast on this Resolution by or on behalf of Ms Melissa Waller or any associate. However, a person described above may cast a vote on this Resolution if:

(a)	it is cast as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(b)	it is not cast on behalf of the person or an associate of the person described in (a) above.
---	---

(a)	the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(b)	the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the<br> remuneration of a member of the Key Management Personnel.
---	---

6	Resolution 6 – Issue of Options to Non-Executive Director Ms Beverly Wyse

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act, and for all other purposes, Shareholders approve the issue of up to 106,093 Options to Ms Beverly Wyse (and/or her nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

Listing Rules

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Ms Beverly Wyse (and/or her nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of those persons.

Page 4

However, this does not apply to a vote cast in favour of this Resolution by:

(a)	a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
(b)	the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
---	---
(c)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
---	---
(i)	the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
---	---
(ii)	the Shareholder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.
---	---

Corporations Act

The Company will disregard any votes cast on this Resolution by or on behalf of Ms Beverly Wyse or any associate. However, a person described above may cast a vote on this Resolution if:

(a)	it is cast as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(b)	it is not cast on behalf of the person or an associate of the person described in (a) above.
---	---

(a)	the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(b)	the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the<br> remuneration of a member of the Key Management Personnel.
---	---

7	Resolution 7 – Issue of RSUs to Non-Executive Director Ms Lorraine Martin

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act, and for all other purposes, Shareholders approve the issue of up to 106,093 RSUs to Ms Lorraine Martin (and/or her nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

Listing Rules

However, this does not apply to a vote cast in favour of this Resolution by:

(a)	a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
(b)	the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
---	---
Page 5
---

(c)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i)	the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
---	---
(ii)	the Shareholder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.
---	---

Corporations Act

The Company will disregard any votes cast on this Resolution by or on behalf of Ms Lorraine Martin or any associate. However, a person described above may cast a vote on this Resolution if:

(a)	it is cast as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(b)	it is not cast on behalf of the person or an associate of the person described in (a) above.
---	---

(a)	the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(b)	the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the<br> remuneration of a member of the Key Management Personnel.
---	---

8	Resolution 8 – Issue of RSUs to Non-Executive Director Mr Vaughn Taylor

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act, and for all other purposes, Shareholders approve the issue of up to 106,093 RSUs to Mr Vaughn Taylor (and/or his nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

Listing Rules

However, this does not apply to a vote cast in favour of this Resolution by:

(a)	a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
(b)	the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
---	---
(c)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
---	---
(i)	the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
---	---
(ii)	the Shareholder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.
---	---
Page 6
---

Corporations Act

The Company will disregard any votes cast on this Resolution by or on behalf of Mr Vaughn Taylor or any associate. However, a person described above may cast a vote on this Resolution if:

(a)	it is cast as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(b)	it is not cast on behalf of the person or an associate of the person described in (a) above.
---	---

(a)	the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(b)	the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the<br> remuneration of a member of the Key Management Personnel.
---	---

9	Resolution 9 – Issue of RSUs to Non-Executive Director Ms Melissa Waller

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act, and for all other purposes, Shareholders approve the issue of up to 106,093 RSUs to Ms Melissa Waller (and/or her nominee); and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

Listing Rules

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Ms Melissa Waller (and/or her nominee), and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

(a)	a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
(b)	the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
---	---
(c)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
---	---
(i)	the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
---	---
(ii)	the Shareholder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.
---	---

Corporations Act

The Company will disregard any votes cast on this Resolution by or on behalf of Ms Melissa Waller or any associate. However, a person described above may cast a vote on this Resolution if:

(a)	it is cast as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(b)	it is not cast on behalf of the person or an associate of the person described in (a) above.
---	---
Page 7
---

(a)	the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(b)	the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the<br> remuneration of a member of the Key Management Personnel.
---	---

10	Resolution 10 – Issue of RSUs to Non-Executive Director Ms Beverly Wyse

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act, and for all other purposes, Shareholders approve the issue of up to 106,093 RSUs to Ms Beverly Wyse (and/or her nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

Listing Rules

However, this does not apply to a vote cast in favour of this Resolution by:

(a)	a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
(b)	the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
---	---
(c)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
---	---
(i)	the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
---	---
(ii)	the Shareholder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.
---	---

Corporations Act

The Company will disregard any votes cast on this Resolution by or on behalf of Ms Beverly Wyse or any associate. However, a person described above may cast a vote on this Resolution if:

(a)	it is cast as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(b)	it is not cast on behalf of the person or an associate of the person described in (a) above.
---	---

(a)	the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
Page 8
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(b)	the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the<br> remuneration of a member of the Key Management Personnel.

11	Resolution 11 – Approval of 10% Placement Facility

To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person (and/or their nominee(s)) who is expected to participate in the proposed issue or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of Shares), or any associates of those persons.

However, this does not apply to a vote cast in favour of a resolution by:

(a)	a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution that way; or
(b)	the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
---	---
(c)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
---	---
(i)	the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
---	---
(ii)	the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
---	---

Note: As at the date of this Notice, it is not known who may participate in any Equity Securities issued under Resolution 11 and the Company has not approached any Shareholder or identified a class of existing Shareholders to participate in any issue of Equity Securities under the 10% Placement Capacity. Accordingly, no Shareholders are excluded from voting on Resolution 11.

12	Resolution 12 – Spill Resolution (Conditional Resolution)

If 25% or more of votes cast on Resolution 1 are against the adoption of the 2022 Remuneration Report, to consider, and if thought fit, to pass with or without amendment, the following as an ordinary resolution:

“That pursuant to and in accordance with section 250V of the Corporations Act and for all other purposes, Shareholders approve:

(a)	an extraordinary general meeting of the Company (Spill Meeting) be held within 90 days of the<br> passing of this Resolution;
(b)	all of the Directors who were Directors of the Company when the Resolution to make the Directors’ Report for the year ended 30 June 2020 was passed (other than the Managing Director), and who remain in<br> office at the time of the Spill Meeting, cease to hold office immediately before the end of the Spill Meeting; and
---	---
(c)	resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote at the Spill Meeting.”
---	---

Voting Exclusion

A vote on this Resolution must not be cast (in any capacity) by, or on behalf of:

(a)	a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or
Page 9
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(b)	a Closely Related Party of such member.

However, a person described above may cast a vote on this Resolution if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

(a)	the person does so as a proxy appointed in writing that specifies how the proxy is to vote on this Resolution; or
(b)	the person is the Chairperson voting an undirected proxy which expressly authorises the Chairperson to vote the proxy on a resolution connected with the remuneration of a member of the Key Management Personnel.
---	---

BY ORDER OF THE BOARD

Gregory Swan

Company Secretary

Dated: 7 October 2022

Page 10

IPERIONX LIMITED

ACN 618 935 372

EXPLANATORY MEMORANDUM

1	Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting.

This Explanatory Memorandum should be read in conjunction with and forms part of the Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 1	Introduction
Section 2	Action to be taken by Shareholders
Section 3	Annual Report
Section 4	Resolution 1 – Remuneration Report
Section 5	Resolution 2 – Re-election of Mr Vaughn Taylor as Director
Section 6	Resolutions 3 to 6 – Issue of Options to Non-Executive Directors Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, Ms Beverly Wyse
Section 7	Resolutions 7 to 10 – Issue of RSUs to Non-Executive Directors Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, Ms Beverly Wyse
Section 8	Resolution 11 – Approval of 10% Placement Facility
Section 9	Resolution 12 – Spill Resolution (Conditional Resolution)
Schedule 1	Definitions
Schedule 2	Terms and Conditions of Options
Schedule 3	Terms and Conditions of RSUs

A Proxy Form is located at the end of this Explanatory Memorandum.

2	Action to be taken by Shareholders

Shareholders should read the Notice including this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

The Company advises that a poll will be conducted for all Resolutions.

2.1	Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Returning the Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

(a)	a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b)	a proxy need not be a member of the Company; and
---	---
(c)	a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may<br> exercise half of the votes.
---	---
Page 11
---

Proxy Forms must be received by the Company no later than 9:00am (AWST) on Wednesday, 23 November 2022, being at least 48 hours before the Meeting.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2	Voting Prohibition by Proxy holders (Remuneration of Key Management Personnel)

A vote on Resolutions 1, 3 to 10 (inclusive) must not be cast:

(a)	by or on behalf of a member of the Key Management Personnel or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or
(b)	by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
---	---

However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

(a)	the person is appointed as a proxy that specifies the way the proxy is to vote on this Resolution; or
(b)	the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected<br> with the remuneration of a member of the Key Management Personnel.
---	---
2.3	Attendance at Meeting
---	---

To vote in person, Shareholders are able to attend the Meeting at the time, date and place set out above. Based on the best information available to the Board at the time of the Notice, the Board considers it will be in a position to hold an 'in-person' meeting to provide Shareholders with a reasonable opportunity to participate in and vote at the Meeting. If it becomes necessary or appropriate to make alternative arrangements to those detailed in this Notice, Shareholders will be updated via the ASX announcements platform and on the Company’s website at www.iperionx.com.

3	Annual Report

In accordance with section 317(1) of the Corporations Act, the Annual Report must be laid before the annual general meeting. There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

(a)	discuss the Annual Report which is available online at www.iperionx.com;
(b)	ask questions about, or comment on, the management of the Company; and
---	---
(c)	ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.
---	---

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:

(a)	the preparation and the content of the Auditor's Report;
(b)	the conduct of the audit;
---	---
(c)	accounting policies of the Company in relation to the preparation of the financial statements; and
---	---
(d)	the independence of the auditor in relation to the conduct of the audit,
---	---

may be submitted no later than five business days before the Meeting to the Company Secretary at the Company's registered office.

4	Resolution 1 – Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

Page 12

In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors of the Company. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

Shareholders will have the opportunity to remove the whole Board except the Managing Director if the Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings.

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company’s Remuneration Report received a Strike at the 2021 annual general meeting. Please note, if the Remuneration Report receives a Strike at this Meeting, then this may result in the re- election of the Board if Resolution 3 in this Notice is passed. Refer to Section 7 for further details.

The Chairman will allow reasonable opportunity for Shareholders to ask questions about or comment on the Remuneration Report.

Resolution 1 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 1.

If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

5	Resolution 2 – Election of Mr Vaughn Taylor as Director

In accordance with ASX Listing Rule 14.4 and Article 7.3(b) of the Constitution, a Director must not hold office (without re-election) past the third AGM following the director’s appointment or 3 years, whichever is longer.

Article 7.3(c) of the Constitution requires that one third of the Directors must retire at each AGM (rounded down to the nearest whole number), excluding the Managing Director.

Article 7.3(f) of the Constitution states that a Director retiring from office under Article 7.3(b) or Article 7.3(c) of the Constitution is eligible for re-election.

Resolution 2 provides that Mr Vaughn Taylor retires by rotation and seeks re-election as a Director. Details of Mr Vaughn Taylor’s qualifications and experience are set out in the Annual Report.

Resolution 2 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 2.

The Board (excluding Mr Vaughn Taylor) unanimously supports the re-election of Mr Vaughn Taylor as a Director and recommends that Shareholders vote in favour of Resolution 2.

6	Resolutions 3, 4, 5, and 6 – Issue of Options to Non-Executive Directors
6.1	General
---	---

Resolutions 3, 4, 5, and 6 seek Shareholder approval, pursuant to Listing Rule 10.11, for the issue of up to 424,372 Options to non-executive directors (Non-Executive

        Directors\) of the Company as follows:

(a)	up to 106,093 Options to Ms Lorraine Martin (and/or her nominee) (Resolution 3);
(b)	up to 106,093 Options to Mr Vaughn Taylor (and/or his nominee) (Resolution 4);
---	---
(c)	up to 106,093 Options to Ms Melissa Waller (and/or her nominee) (Resolution 5); and
---	---
Page 13
---

(d)	up to 106,093 Options to Ms Beverly Wyse (and/or her nominee) (Resolution 6).

The Company announced on 16 September 2021 that, subject to shareholder approval, all Non- Executive Directors of the Company will be granted new Options and RSUs on an annual basis. Subject to shareholder approval, on an annual basis commencing from the Company’s 2022 AGM, the Company will grant each Non-Executive Director:

(a)	such number of Options calculated by dividing US$60,000 by the VWAP of a share on ASX over the 5 trading days immediately prior to the date of the notice of AGM, each exercisable at an exercise price equal to the VWAP of a share on ASX<br> over the 5 trading days immediately prior to the date of the notice of AGM; and
(b)	such number of RSUs calculated by dividing US$60,000 by the VWAP of a share on ASX over the 5 trading days immediately prior to the date of the notice of AGM.
---	---

The VWAP of a share on ASX over the 5 trading days immediately prior to the date of this notice is A$0.8654.

In the Company’s present circumstances, the Board considers that the grant of the Options to Non- Executive Directors is a cost effective and efficient reward for the Company to make as part of its Non- Executive Director compensation arrangements to appropriately incentivise the continued performance of Non-Executive Directors and is consistent with the strategic goals and targets of the Company.

The terms and conditions of the Options to be granted to Non-Executive Directors (and/or his nominee) are summarised in Schedule 2.

Resolutions 3, 4, 5, and 6 are each an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolutions 3, 4, 5, and 6.

The Board (excluding Ms Lorraine Martin) recommend that Shareholders vote in favour of Resolution 3.

The Board (excluding Mr Vaughn Taylor) recommend that Shareholders vote in favour of Resolution 4.

The Board (excluding Ms Melissa Waller) recommend that Shareholders vote in favour of Resolution 5.

The Board (excluding Ms Beverly Wyse) recommend that Shareholders vote in favour of Resolution 6.

6.2	Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a)	obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b)	give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
---	---

A "related party" includes a Director of the Company and "giving a financial benefit" is interpreted broadly. The entitlement to be granted Options constitutes the giving of a financial benefit as Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse are related parties of the Company by reason of being a Director.

The Company has determined to seek Shareholder approval of the purposes of Chapter 2E for the issue of up to 424,372 Options to the Non-Executive Directors (and/or their nominees).

6.3	Specific Information required by section 219 of the Corporations Act

The following information is provided to Shareholders for the purposes of obtaining Shareholder approval for the purposes of section 219 of the Corporations Act for the financial benefits associated with the issue of the Options to Non-Executive Directors:

(a)	the financial benefits relating to the issue of the Options are being provided to:
Page 14
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(i)	Ms Lorraine Martin (and/or her nominee) (pursuant to Resolution 3);
(ii)	Mr Vaughn Taylor (and/or his nominee) (pursuant to Resolution 4);
---	---
(iii)	Ms Melissa Waller (and/or her nominee) (pursuant to Resolution 5);
---	---
(iv)	Ms Beverly Wyse (and/or her nominee) (pursuant to Resolution 6);
---	---
(b)	the maximum number of options to be granted to:
---	---
(i)	Ms Lorraine Martin (and/or her nominee) is 106,093 Options;
---	---
(ii)	Mr Vaughn Taylor (and/or his nominee) is 106,093 Options;
---	---
(iii)	Ms Melissa Waller (and/or her nominee) is 106,093 Options; and
---	---
(iv)	Ms Beverly Wyse (and/or her nominee) is 106,093 Options;
---	---
Options	Director	Number of<br><br> <br>Options	Exercise Price	Expiry Date
---	---	---	---	---
1	Lorraine Martin	106,093	A$0.87	4 years from date of issue
2	Vaughn Taylor	106,093	A$0.87	4 years from date of issue
3	Melissa Waller	106,093	A$0.87	4 years from date of issue
4	Beverly Wyse	106,093	A$0.87	4 years from date of issue
(c)	Lorraine Martin, Vaughn Taylor, Melissa Waller and Beverly Wyse are being issued the Options as a cost-effective and efficient reward to incentivise their performance. The Options will be granted to Lorraine Martin, Vaughn Taylor,<br> Melissa Waller and Beverly Wyse (and/or their nominees) on the terms and conditions in Schedule 2;
---	---
(d)	Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse each have a material personal interest in the outcome of Resolutions 3, 4, 5, and 6 (respectively), and therefore believe it is inappropriate to make a<br> recommendation;
---	---
(e)	the Options have an estimated value (using a Black Scholes Option Pricing Model) of A$0.604 each (based on a Share price of A$0.86, being the closing price of a Share on 6 October 2022). As a result, the total value attributed to the<br> Options to be issued to Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse (and/or their nominees) would be approximately A$64,080 each;
---	---
(f)	the current remuneration package of:
---	---
(i)	Ms Lorraine Martin consists of director fees of US$30,000 per annum plus additional fees for serving as a member of the Audit and ESG committees of the Board. In addition, Ms Martin was previously granted 600,000 Options (exercisable<br> at A$1.33 each, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one-third vesting after 24 months continuous service, and one-third vesting after 36 months continuous service) and 600,000 RSUs (which<br> convert into an equivalent number of ordinary shares, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one-third vesting after 24 months continuous service, and one-third vesting after 36 months<br> continuous service;
---	---
(ii)	Mr Vaughn Taylor consists of director fees of US$30,000 per annum plus additional fees for serving as a member of the Audit and Remuneration and Nomination committees of the Board. In addition, Mr Taylor was previously granted 450,000<br> performance rights (150,000 performance rights that vest upon satisfaction of a performance condition of the Company having a 30-day VWAP of at least A$2.00 per share, 150,000 performance rights that vest upon satisfaction of a<br> performance condition of the Company having a 30-day VWAP of at least A$3.00 per share, and 150,000 performance rights that vest upon satisfaction of a performance condition of the Company having a 30-day VWAP of at least A$4.00 per<br> share, expiring 1 March 2026);
---	---
(iii)	Ms Melissa Waller consists of director fees of US$30,000 per annum plus additional fees for serving as a member of the Remuneration and Nomination and ESG committees of the Board. In addition, Ms Martin was previously granted 600,000<br> Options (exercisable at A$1.33 each, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one-third vesting after 24 months continuous service, and one-third vesting after 36 months continuous service) and<br> 600,000 RSUs (which convert into an equivalent number of ordinary shares, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one- third vesting after 24 months continuous service, and one-third vesting<br> after 36 months continuous service; and
---	---
Page 15
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(iv)	Ms Beverly Wyse consists of director fees of US$30,000 per annum plus additional fees for serving as a member of the Audit, Remuneration and Nomination, and ESG committees of the Board. In addition, Ms Martin was previously granted<br> 600,000 Options (exercisable at A$1.33 each, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one-third vesting after 24 months continuous service, and one-third vesting after 36 months continuous<br> service) and 600,000 RSUs (which convert into an equivalent number of ordinary shares, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one- third vesting after 24 months continuous service, and<br> one-third vesting after 36 months continuous service;
(g)	the current security holdings of Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse (and/or their nominees) in the Company are as follows:
---	---
Non-Executive<br><br> <br>Director	Shares	Options	Rights	RSUs
---	---	---	---	---
Lorraine Martin	-	200,000	-	200,000
Vaughn Taylor	376,829	-	450,000	-
Melissa Waller	-	200,000	-	200,000
Beverly Wyse	-	200,000	-	200,000
(h)	if all the Options subject to Resolutions 3, 4, 5, and 6 are converted into Shares, a total of 424,372 Shares would be issued. This will increase the number of Shares on issue from 169,350,492 (being the total number of Shares on issue<br> as at the date of this Notice) to 169,774,864 (assuming no further issues of Shares and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of<br> 0.2%;
---	---
(i)	a voting exclusion statement is included in the Notice for the purposes of Resolutions 3, 4, 5, and 6; and
---	---
(j)	other than the information above and otherwise set out in the Notice, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolutions 3, 4, 5, and 6.
---	---
6.4	Listing Rule 10.11
---	---

The Company is proposing to issue up to 424,372 Options to Non-Executive Directors (and/or their nominees) without using up the Company's 15% placement capacity under Listing Rule 7.1.

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.2 applies, a listed company must not issue or agree to issue equity securities to:

10.11.1	a related party;
10.11.2	a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
---	---
10.11.3	a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who was nominated a director to the board of the company pursuant to a relevant agreement which gives<br> them a right or expectation to do so;
---	---
10.11.4	an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
---	---
10.11.5	a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its Shareholders, unless it obtains the approval of<br> its Shareholders.
---	---
Page 16
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The issue up to 424,372 Options to Non-Executive Directors (and/or their nominees) falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company's Shareholders under Listing Rule 10.11.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required. Accordingly, the issue of up to 424,372 Options to Non-Executive Directors (and/or their nominees) pursuant to Resolutions 3, 4, 5, and 6 will not reduce the Company's 15% placement capacity for the purposes of Listing Rule 7.1 Exception 14.

If Resolutions 3, 4, 5, and/or 6 are passed, the Company will be able to proceed with the issuance of 106,093 Options to each of Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse (respectively).

If Resolutions 3, 4, 5, and/or 6 are not passed, the Company will not be able to proceed with the issuance of 106,093 Options to each of Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse (respectively) as part of their Non-Executive Directors compensation arrangements and the Company will need to find alternative measures to compensate its Non- Executive Directors.

6.5	Specific Information required by Listing Rule 10.13

Listing Rule 10.13 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval for the grant of the Options:

(a)	the Options will be granted to:
(i)	Ms Lorraine Martin (and/or her nominee);
---	---
(ii)	Mr Vaughn Taylor (and/or his nominee);
---	---
(iii)	Ms Melissa Waller (and/or her nominee);
---	---
(iv)	Ms Beverly Wyse (and/or her nominee);
---	---
(b)	Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse are Directors of the Company and a related party under Listing Rule 10.11.1;
---	---
(c)	the maximum number of Options to be granted to:
---	---
(i)	Ms Lorraine Martin (and/or her nominee) is 106,093 Options;
---	---
(ii)	Mr Vaughn Taylor (and/or his nominee) is 106,093 Options;
---	---
(iii)	Ms Melissa Waller (and/or her nominee) is 106,093 Options; and
---	---
(iv)	Ms Beverly Wyse (and/or her nominee) is 106,093 Options;
---	---
(d)	the material terms of the Options are detailed in Schedule 2;
---	---
(e)	the Company will grant the Options no later than 1 month after the date of the Meeting;
---	---
(f)	the Options will be granted for nil consideration;
---	---
(g)	the Options are being issued to Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse as part of their Non-Executive Director compensation arrangements. The Company considers the issuance of Options to be a cost<br> effective way to provide compensation benefits to directors, and it assists to align the interests of shareholders and Directors.
---	---
(h)	the current remuneration package of:
---	---
(i)	Ms Lorraine Martin consists of director fees of US$30,000 per annum plus additional fees for serving as a member of the Audit and ESG committees of the Board. In addition, Ms Martin was previously granted 600,000 Options (exercisable<br> at A$1.33 each, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one-third vesting after 24 months continuous service, and one-third vesting after 36 months continuous service) and 600,000 RSUs (which<br> convert into an equivalent number of ordinary shares, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one-third vesting after 24 months continuous service, and one-third vesting after 36 months<br> continuous service;
---	---
(ii)	Mr Vaughn Taylor consists of director fees of US$30,000 per annum plus additional fees for serving as a member of the Audit and Remuneration and Nomination committees of the Board. In addition, Mr Taylor was previously granted 450,000<br> performance rights (150,000 performance rights that vest upon satisfaction of a performance condition of the Company having a 30-day VWAP of at least A$2.00 per share, 150,000 performance rights that vest upon satisfaction of a<br> performance condition of the Company having a 30-day VWAP of at least A$3.00 per share, and 150,000 performance rights that vest upon satisfaction of a performance condition of the Company having a 30-day VWAP of at least A$4.00 per<br> share, expiring 1 March 2026);
---	---
Page 17
---

(iii)	Ms Melissa Waller consists of director fees of US$30,000 per annum plus additional fees for serving as a member of the Remuneration and Nomination and ESG committees of the Board. In addition, Ms Martin was previously granted 600,000<br> Options (exercisable at A$1.33 each, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one-third vesting after 24 months continuous service, and one-third vesting after 36 months continuous service) and<br> 600,000 RSUs (which convert into an equivalent number of ordinary shares, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one- third vesting after 24 months continuous service, and one-third vesting<br> after 36 months continuous service; and
(iv)	Ms Beverly Wyse consists of director fees of US$30,000 per annum plus additional fees for serving as a member of the Audit, Remuneration and Nomination, and ESG committees of the Board. In addition, Ms Martin was previously granted<br> 600,000 Options (exercisable at A$1.33 each, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one-third vesting after 24 months continuous service, and one-third vesting after 36 months continuous<br> service) and 600,000 RSUs (which convert into an equivalent number of ordinary shares, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one- third vesting after 24 months continuous service, and<br> one-third vesting after 36 months continuous service;
---	---
(i)	the Options are being issued pursuant to appointment letters, the material terms of which are as follows:
---	---
(i)	Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse responsibilities are to perform all duties consistent with that of a Non- Executive Director of an ASX listed entity;
---	---
(ii)	Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse term of appointment is ongoing subject to the Corporations Act and his successful re- election under the Company’s Constitution and the ASX Listing Rules;
---	---
(iii)	Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse remuneration consists of a fixed remuneration component of US$30,000 per annum plus additional fees for serving as a member of the Audit and ESG committees of<br> the Board; and
---	---
(iv)	Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse will be reimbursed for all out-of-pocket expenses necessarily incurred in the performance of his duties as a Non-Executive Chairman;
---	---
(j)	a voting exclusion statement is included in the Notice for the purposes of Resolutions 3, 4, 5, and 6;
---	---
(k)	the Board (excluding Ms Lorraine Martin) recommend that Shareholders vote in favour of Resolution 3;
---	---
(l)	the Board (excluding Mr Vaughn Taylor) recommend that Shareholders vote in favour of Resolution 4;
---	---
(m)	the Board (excluding Ms Melissa Waller) recommend that Shareholders vote in favour of Resolution 5; and
---	---
(n)	the Board (excluding Ms Beverly Wyse) recommend that Shareholders vote in favour of Resolution 6.
---	---
Page 18
---

7	Resolutions 7, 8, 9, and 10 – Issue of RSUs to Non-Executive Directors
7.1	General
---	---

Resolutions 7, 8, 9, and 10 seek Shareholder approval, pursuant to Listing Rule 10.11, for the issue of up to 424,372 RSUs to Non-Executive Directors of the Company as follows:

(a)	up to 106,093 RSUs to Ms Lorraine Martin (and/or her nominee) (Resolution 7);
(b)	up to 106,093 RSUs to Mr Vaughn Taylor (and/or his nominee) (Resolution 8);
---	---
(c)	up to 106,093 RSUs to Ms Melissa Waller (and/or her nominee) (Resolution 9); and
---	---
(d)	up to 106,093 RSUs to Ms Beverly Wyse (and/or her nominee) (Resolution 10).
---	---

(a)	such number of Options calculated by dividing US$60,000 by the VWAP of a share on ASX over the 5 trading days immediately prior to the date of the notice of AGM, each exercisable at an exercise price equal to the VWAP of a share on ASX<br> over the 5 trading days immediately prior to the date of the notice of AGM; and
(b)	such number of RSUs calculated by dividing US$60,000 by the VWAP of a share on ASX over the 5 trading days immediately prior to the date of the notice of AGM.
---	---

The VWAP of a share on ASX over the 5 trading days immediately prior to the date of this notice is A$0.8654.

In the Company’s present circumstances, the Board considers that the grant of the RSUs to Non- Executive Directors is a cost effective and efficient reward for the Company to make as part of its Non- Executive Director compensation arrangements to appropriately incentivise the continued performance of Non-Executive Directors and is consistent with the strategic goals and targets of the Company.

The terms and conditions of the RSUs to be granted to Non-Executive Directors (and/or his nominee) are summarised in Schedule 3.

Resolutions 7, 8, 9, and 10 are each an ordinary resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolutions 7, 8, 9, and 10.

The Board (excluding Ms Lorraine Martin) recommend that Shareholders vote in favour of Resolution 7.

The Board (excluding Mr Vaughn Taylor) recommend that Shareholders vote in favour of Resolution 8.

The Board (excluding Ms Melissa Waller) recommend that Shareholders vote in favour of Resolution 9.

The Board (excluding Ms Beverly Wyse) recommend that Shareholders vote in favour of Resolution 10.

7.2	Chapter 2E of the Corporations Act

(a)	obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b)	give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
---	---

A "related party" includes a Director of the Company and "giving a financial benefit" is interpreted broadly. The entitlement to be granted RSUs constitutes the giving of a financial benefit as Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse are related parties of the Company by reason of being a Director.

Page 19

The Company has determined to seek Shareholder approval of the purposes of Chapter 2E for the issue of up to 424,372 RSUs to the Non-Executive Directors (and/or their nominees).

7.3	Specific Information required by section 219 of the Corporations Act

(a)	the financial benefits relating to the issue of the RSUs are being provided to:
(i)	Ms Lorraine Martin (and/or her nominee);
---	---
(ii)	Mr Vaughn Taylor (and/or his nominee);
---	---
(iii)	Ms Melissa Waller (and/or her nominee);
---	---
(iv)	Ms Beverly Wyse (and/or her nominee);
---	---
(b)	the maximum number of RSUs to be granted to:
---	---
(i)	Ms Lorraine Martin (and/or her nominee) is 106,093 RSUs;
---	---
(ii)	Mr Vaughn Taylor (and/or his nominee) is 106,093 RSUs;
---	---
(iii)	Ms Melissa Waller (and/or her nominee) is 106,093 RSUs; and
---	---
(iv)	Ms Beverly Wyse (and/or her nominee) is 106,093 RSUs;
---	---
RSUs	Director	Number of RSUs	Expiry Date
---	---	---	---
1	Lorraine Martin	106,093	4 years from date of issue
2	Vaughn Taylor	106,093	4 years from date of issue
3	Melissa Waller	106,093	4 years from date of issue
4	Beverly Wyse	106,093	4 years from date of issue
(c)	Lorraine Martin, Vaughn Taylor, Melissa Waller and Beverly Wyse are being issued the RSUs as a cost-effective and efficient reward to incentivise their performance. The RSUs will be granted to Lorraine Martin, Vaughn Taylor, Melissa<br> Waller and Beverly Wyse (and/or their nominees) on the terms and conditions in Schedule 3;
---	---
(d)	Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse each have a material personal interest in the outcome of Resolutions 7, 8, 9, and 10 (respectively) and therefore believe it is inappropriate to make a<br> recommendation;
---	---
(e)	the RSUs have an estimated value of A$0.86 (based on the underlying Share price of A$0.86, being the closing price of a Share on ASX on 6 October 2022). As a result, the total value attributed to the RSUs to be issued to Ms Lorraine<br> Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse (and/or their nominees) would be approximately A$91,240 each;
---	---
(f)	the current remuneration package of
---	---
(i)	Ms Lorraine Martin consists of director fees of US$30,000 per annum plus additional fees for serving as a member of the Audit and ESG committees of the Board. In addition, Ms Martin was previously granted 600,000 Options (exercisable<br> at A$1.33 each, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one-third vesting after 24 months continuous service, and one-third vesting after 36 months continuous service) and 600,000 RSUs (which<br> convert into an equivalent number of ordinary shares, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one-third vesting after 24 months continuous service, and one-third vesting after 36 months<br> continuous service;
---	---
(ii)	Mr Vaughn Taylor consists of director fees of US$30,000 per annum plus additional fees for serving as a member of the Audit and Remuneration and Nomination committees of the Board. In addition, Mr Taylor was previously granted 450,000<br> performance rights (150,000 performance rights that vest upon satisfaction of a performance condition of the Company having a 30-day VWAP of at least A$2.00 per share, 150,000 performance rights that vest upon satisfaction of a<br> performance condition of the Company having a 30-day VWAP of at least A$3.00 per share, and 150,000 performance rights that vest upon satisfaction of a performance condition of the Company having a 30-day VWAP of at least A$4.00 per<br> share, expiring 1 March 2026);
---	---
Page 20
---

(iii)	Ms Melissa Waller consists of director fees of US$30,000 per annum plus additional fees for serving as a member of the Remuneration and Nomination and ESG committees of the Board. In addition, Ms Martin was previously granted 600,000<br> Options (exercisable at A$1.33 each, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one-third vesting after 24 months continuous service, and one-third vesting after 36 months continuous service) and<br> 600,000 RSUs (which convert into an equivalent number of ordinary shares, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one- third vesting after 24 months continuous service, and one-third vesting<br> after 36 months continuous service; and
(iv)	Ms Beverly Wyse consists of director fees of US$30,000 per annum plus additional fees for serving as a member of the Audit, Remuneration and Nomination, and ESG committees of the Board. In addition, Ms Martin was previously granted<br> 600,000 Options (exercisable at A$1.33 each, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one-third vesting after 24 months continuous service, and one-third vesting after 36 months continuous<br> service) and 600,000 RSUs (which convert into an equivalent number of ordinary shares, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one- third vesting after 24 months continuous service, and<br> one-third vesting after 36 months continuous service;
---	---
(g)	the current security holdings of Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse (and/or their nominees) in the Company are as follows:
---	---
Non-Executive<br><br> <br>Director	Shares	Options	Rights	RSUs
---	---	---	---	---
Lorraine Martin	-	200,000	-	200,000
Vaughn Taylor	376,829	-	450,000	-
Melissa Waller	-	200,000	-	200,000
Beverly Wyse	-	200,000	-	200,000
(h)	if all the RSUs subject to Resolutions 7, 8, 9, and 10 are converted into Shares, a total of 424,372 Shares would be issued. This will increase the number of Shares on issue from 169,350,492 (being the total number of Shares on issue<br> as at the date of this Notice) to 169,774,864 (assuming no further issues of Shares and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of<br> 0.2%;
---	---
(i)	a voting exclusion statement is included in the Notice for the purposes of 7, 8, 9, and 10; and
---	---
(j)	other than the information above and otherwise set out in the Notice, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolutions 7, 8, 9, and 10.
---	---
7.4	Listing Rule 10.11
---	---

The Company is proposing to issue up to 424,372 RSUs to Non-Executive Directors (and/or their nominees) without using up the Company's 15% placement capacity under Listing Rule 7.1.

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.2 applies, a listed company must not issue or agree to issue equity securities to:

10.11.1	a related party;
10.11.2	a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
---	---
10.11.3	a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who was nominated a director to the board of the company pursuant to a relevant agreement which gives<br> them a right or expectation to do so;
---	---
Page 21
---

10.11.4	an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5	a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its Shareholders, unless it obtains the approval of<br> its Shareholders.
---	---

The issue up to 424,372 RSUs to Non-Executive Directors (and/or their nominees) falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company's Shareholders under Listing Rule 10.11.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required. Accordingly, the issue of up to 424,372 RSUs to Non-Executive Directors (and/or their nominees) will not reduce the Company's 15% placement capacity for the purposes of Listing Rule 7.1 Exception 14.

If Resolutions 7, 8, 9, and 10 are passed, the Company will be able to proceed with the issuance of 106,093 RSUs to each of Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse (respectively).

If Resolutions 7, 8, 9, and 10 are not passed, the Company will not be able to proceed with the issuance of 106,093 RSUs to each of Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse (respectively) as part of their Non-Executive Director compensation arrangements and the Company will need to find alternative measures to compensate its Non-Executive Directors.

7.5	Specific Information required by Listing Rule 10.13

Listing Rule 10.13 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval for the grant of the RSUs:

(a)	the RSUs will be granted to:
(i)	Ms Lorraine Martin (and/or her nominee);
---	---
(ii)	Mr Vaughn Taylor (and/or his nominee);
---	---
(iii)	Ms Melissa Waller (and/or her nominee);
---	---
(iv)	Ms Beverly Wyse (and/or her nominee);
---	---
(b)	Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse are Directors of the Company and a related party under Listing Rule 10.11.1;
---	---
(c)	the maximum number of RSUs s to be granted to:
---	---
(i)	Ms Lorraine Martin (and/or her nominee) is 106,093 RSUs;
---	---
(ii)	Mr Vaughn Taylor (and/or his nominee) is 106,093 RSUs;
---	---
(iii)	Ms Melissa Waller (and/or her nominee) is 106,093 RSUs; and
---	---
(iv)	Ms Beverly Wyse (and/or her nominee) is 106,093 RSUs;
---	---
(d)	the material terms of the RSUs are detailed in Schedule 3;
---	---
(e)	the Company will grant the RSUs no later than 1 month after the date of the Meeting;
---	---
(f)	the RSUs will be granted for nil consideration;
---	---
(g)	the RSUs are being issued to Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse as part of their Non-Executive Director compensation arrangements. The Company considers the issuance of RSUs to be a cost<br> effective way to provide compensation benefits to directors, and it assists to align the interests of shareholders and Directors.
---	---
(h)	the current remuneration package of:
---	---
Page 22
---

(i)	Ms Lorraine Martin consists of director fees of US$30,000 per annum plus additional fees for serving as a member of the Audit and ESG committees of the Board. In addition, Ms Martin was previously granted 600,000 Options (exercisable<br> at A$1.33 each, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one-third vesting after 24 months continuous service, and one-third vesting after 36 months continuous service) and 600,000 RSUs (which<br> convert into an equivalent number of ordinary shares, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one-third vesting after 24 months continuous service, and one-third vesting after 36 months<br> continuous service;
(ii)	Mr Vaughn Taylor consists of director fees of US$30,000 per annum plus additional fees for serving as a member of the Audit and Remuneration and Nomination committees of the Board. In addition, Mr Taylor was previously granted 450,000<br> performance rights (150,000 performance rights that vest upon satisfaction of a performance condition of the Company having a 30-day VWAP of at least A$2.00 per share, 150,000 performance rights that vest upon satisfaction of a<br> performance condition of the Company having a 30-day VWAP of at least A$3.00 per share, and 150,000 performance rights that vest upon satisfaction of a performance condition of the Company having a 30-day VWAP of at least A$4.00 per<br> share, expiring 1 March 2026);
---	---
(iii)	Ms Melissa Waller consists of director fees of US$30,000 per annum plus additional fees for serving as a member of the Remuneration and Nomination and ESG committees of the Board. In addition, Ms Martin was previously granted 600,000<br> Options (exercisable at A$1.33 each, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one-third vesting after 24 months continuous service, and one-third vesting after 36 months continuous service) and<br> 600,000 RSUs (which convert into an equivalent number of ordinary shares, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one- third vesting after 24 months continuous service, and one-third vesting<br> after 36 months continuous service; and
---	---
(iv)	Ms Beverly Wyse consists of director fees of US$30,000 per annum plus additional fees for serving as a member of the Audit, Remuneration and Nomination, and ESG committees of the Board. In addition, Ms Martin was previously granted<br> 600,000 Options (exercisable at A$1.33 each, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one-third vesting after 24 months continuous service, and one-third vesting after 36 months continuous<br> service) and 600,000 RSUs (which convert into an equivalent number of ordinary shares, expiring 9 September 2025, and one-third vesting after 12 months continuous service, one- third vesting after 24 months continuous service, and<br> one-third vesting after 36 months continuous service;
---	---
(i)	the RSUs are being issued pursuant to appointment letters, the material terms of which are as follows:
---	---
(i)	Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse responsibilities are to perform all duties consistent with that of a Non- Executive Director of an ASX listed entity;
---	---
(ii)	Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse term of appointment is ongoing subject to the Corporations Act and his successful re- election under the Company’s Constitution and the ASX Listing Rules;
---	---
(iii)	Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse remuneration consists of a fixed remuneration component of US$30,000 per annum plus additional fees for serving as a member of the Audit and ESG committees of<br> the Board; and
---	---
(iv)	(Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse will be reimbursed for all out-of-pocket expenses necessarily incurred in the performance of his duties as a Non-Executive Chairman;
---	---
(j)	a voting exclusion statement is included in the Notice for the purposes of Resolutions 7, 8, 9, and 10;
---	---
(k)	the Board (excluding Ms Lorraine Martin) recommend that Shareholders vote in favour of Resolutions 7;
---	---
(l)	the Board (excluding Mr Vaughn Taylor) recommend that Shareholders vote in favour of Resolution 8;
---	---
Page 23
---

(m)	the Board (excluding Ms Melissa Waller) recommend that Shareholders vote in favour of Resolution 9 and
(n)	the Board (excluding Ms Beverly Wyse) recommend that Shareholders vote in favour of Resolution 10.
---	---

8	Resolution 11 – Approval of 10% Placement Facility
8.1	General
---	---

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of A$300 million or less. The Company is an eligible entity.

The Company is seeking Shareholder approval to issue Equity Securities under the 10% Placement Facility. The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 8.2(c)).

If Resolution 11 is passed, the Company will be able to issue Equity Securities under Listing Rule 7.1A up to 10% of its issued share capital over a 12 month period after the annual general meeting, in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

If Resolution 11 is not passed, the Company will not be able to access the 10% Placement Facility to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval under Listing Rule 7.1.

Resolution 11 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Chairman intends to exercise all available proxies in favour of Resolution 11.

The Board unanimously recommends that Shareholders vote in favour of Resolution 11.

8.2	Listing Rule 7.1A
(a)	Shareholder approval
---	---

The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an annual general meeting.

(b)	Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue one quoted class of Equity Securities, being Shares.

(c)	Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained Shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A	is the number of Shares on issue at the commencement of the relevant period:
Page 24
---

(A)	plus the number of Shares issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;
(B)	plus the number of Shares issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
---	---
(I)	the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
---	---
(II)	the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;
---	---
(C)	plus the number of Shares issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:
---	---
(I)	the agreement was entered into before the commencement of the relevant period; or
---	---
(II)	the agreement was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or 7.4
---	---
(D)	plus the number of any other Shares issued in the relevant period with approval under Listing Rule 7.1 or 7.4;
---	---
(E)	plus the number of partly paid ordinary shares that became fully paid in the relevant period;
---	---
(F)	less the number of Shares cancelled in the relevant period.
---	---

Note that A is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D	is 10%
E	is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.
---	---
(d)	Listing Rule 7.1 and Listing Rule 7.1A
---	---

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

At the date of the Notice, the Company has on issue 169,350,492 Shares and therefore has a capacity to issue:

(i)	21,090,073 Equity Securities under Listing Rule 7.1; and
(ii)	subject to Shareholder approval being sought under Resolution 11, 14,060,049 Equity Securities under Listing Rule 7.1A.
---	---

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 8.2(c)).

(e)	Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

(i)	the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii)	if the Equity Securities are not issued within 10 Trading Days of the date in paragraph 8.2(e)(i) above, the date on which the Equity Securities are issued.
---	---
(f)	10% Placement Period
---	---

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

Page 25

(i)	the date that is 12 months after the date of the annual general meeting at which the approval is obtained;
(ii)	the date of the entity’s next annual general meeting; or
---	---
(iii)	the date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 8.2 (disposal of main undertaking),
---	---

(the 10% Placement Period).

8.3	Effect of Resolution

The effect of Resolution 11 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company's 15% placement capacity under Listing Rule 7.1.

8.4	Specific information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, information is provided as follows:

(a)	The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before:
(i)	the date on which the price at which the Equity Securities are to be issued is agreed; or
---	---
(ii)	if the Equity Securities are not issued within 10 Trading Days of the date in paragraph 8.4(a)(i) above, the date on which the Equity Securities are issued.
---	---
(b)	If Resolution 11 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk<br> that:
---	---
(i)	the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
---	---
(ii)	the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date,
---	---

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

(c)	The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable 'A' calculated in accordance with the formula in Listing Rule<br> 7.1A(2) as at the date of the Notice.
(d)	The table also shows:
---	---
(i)	two examples where variable 'A' has increased, by 50% and 100%. Variable 'A' is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of<br> ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future<br> Shareholders' meeting; and
---	---
(ii)	two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.
---	---
Variable 'A' in Listing<br><br> <br>Rule 7.1A.2		Dilution
---	---	---	---	---
		A$0.43<br><br> <br>50% decrease<br><br> <br>in Issue Price	A$0.86<br><br> <br>Issue Price	A$1.72<br><br> <br>100% increase<br><br> <br>in Issue Price
Current Variable A<br><br> <br>169,350,492 Shares	10% Voting Dilution	16,935,049<br><br> <br>Shares	16,935,049<br><br> <br>Shares	16,935,049<br><br> <br>Shares
	Funds raised	A$7,282,071	A$14,564,142	A$29,128,284
50% increase in<br><br> <br>current Variable A	10% Voting Dilution	25,402,574<br><br> <br>Shares	25,402,574<br><br> <br>Shares	25,402,574<br><br> <br>Shares
Page 26
---

		Dilution
Variable 'A' in Listing<br><br> <br>Rule 7.1A.2		A$0.43<br><br> <br>50% decrease<br><br> <br>in Issue Price	A$0.86<br><br> <br>Issue Price	A$1.72<br><br> <br>100% increase<br><br> <br>in Issue Price
254,025,738 Shares	Funds raised	A$10,923,107	A$21,846,214	A$43,692,427
100% increase in current Variable A<br><br> <br>338,700,984 Shares	10% Voting Dilution	33,870,098<br><br> <br>Shares	33,870,098<br><br> <br>Shares	33,870,098<br><br> <br>Shares
	Funds raised	A$14,564,142	A$29,128,284	A$58,256,569

The table has been prepared on the following assumptions:

(i)	The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
(ii)	No options (including any options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities.
---	---
(iii)	The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
---	---
(iv)	The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.
---	---
(v)	The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
---	---
(vi)	The issue of Equity Securities under the 10% Placement Facility consists only of Shares.
---	---
(vii)	The issue price is A$0.86, being the closing price of the Shares on ASX on 6 October 2022.
---	---
(e)	The Company will only issue the Equity Securities during the 10% Placement Period. The approval under Resolution 11 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction<br> under Listing Rule 11.1.2 (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of main undertaking).
---	---
(f)	The Company intends to issue the funds received for the continued acceleration of the scale- up and commercialisation of IperionX’s titanium metal and metal powder technologies and for the advancement of IperionX’s critical mineral<br> project located in Tennessee, United States, and general working capital.
---	---
(g)	The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.3 upon issue of any Equity Securities.
---	---
(h)	The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the subscribers of Equity Securities will be determined on a<br> case-by-case basis having regard to the factors including but not limited to the following:
---	---
(i)	the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
---	---
(ii)	the effect of the issue of the Equity Securities on the control of the Company;
---	---
(iii)	the financial situation and solvency of the Company; and
---	---
(iv)	advice from corporate, financial and broking advisers (if applicable).
---	---
(i)	The subscribers under the 10% Placement Facility have not been determined as at the date of the Notice but may include existing substantial Shareholders and/or new Shareholders who are not a related party or an associate of a related<br> party of the Company.
---	---
(j)	The Company previously obtained Shareholder approval under Listing Rule 7.1A at is annual general meeting held on 25 November 2021.
---	---
(k)	In the 12 months preceding the date of the Meeting the Company issued a total of 14,060,049 Equity Securities under Listing Rule 7.1A which represents 10.1% of the total number of Equity
---	---
Page 27
---

Securities on issue the date which is 12 months preceding the date of the Meeting. Details of each issue of Equity Securities under Listing Rule 7.1A by the Company during the 12 months preceding the date of the Meeting are set out below.

Date of<br><br> <br>issue	Number of<br><br> <br>Shares	Recipient of Shares	Issue price and<br><br> <br>details of any<br><br> <br>discount to<br><br> <br>market price1<br><br> <br>(if applicable)	Consideration, use of<br><br> <br>funds and current<br><br> <br>value2 as at the date<br><br> <br>of this Notice
14<br><br> <br>September 2022	14,060,049	Institutional, sophisticated and professional investors identified through a bookbuild process, which involved Ord Minnett Limited and B. Riley Securities, Inc., in consultation with<br> the Company seeking expressions of interest to participate in the Placement from non- related parties of the Company	Issue price of A$0.80 per Share, representing a 6.4% discount to last close	To continue the scale- up and commercialization of IperionX’s titanium metal technologies and to continue the development of IperionX’s critical minerals project located in Tennessee,<br> and for general working capital.<br><br> <br><br><br> <br>Current value: A$12,091,642

Notes:

^1^	"Market Price" means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market<br> Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.
^2^	In respect of quoted Equity Securities the current value is based on the closing price of the Shares (A$0.86) on ASX on 6 October 2022.
---	---
(l)	A voting exclusion statement is included in the Notice for Resolution 11.
---	---
(m)	At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing<br> Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.
---	---

9	Resolution 12 – Spill Resolution (Conditional Resolution)
9.1	General
---	---

As discussed above at Resolution 1, in accordance with section 250V of the Corporations Act, if the Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings, the Company must put to vote at the second annual general meeting a resolution (Spill Resolution) on whether all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company's Remuneration Report received a Strike at the 2021 AGM meeting. If Resolution 1 receives a 'no' vote of 25% or more at the Meeting, this will constitute a second Strike and Resolution 12 will be voted on.

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene another general meeting within 90 days of the Meeting (Spill Meeting). All of the Company's Directors who were in office when the resolution to approve the Directors' Report for the financial year ended 30 June 2021 was passed other than the managing director of the Company (Spilled Directors) will cease to hold office immediately before the end of the Spill Meeting, but may stand for reappointment. Shareholders will vote on the reappointment of Spilled Directors and/or election of new Directors at the Spill Meeting.

In accordance with section 250X of the Corporations Act, if there would be fewer than 3 Directors after the Spill Meeting, two positions will be filled by Directors or Spilled Directors who have the highest percentage of votes favouring appointment.

Resolution 12 is an ordinary resolution.

The Chairperson intends to exercise all available proxies against Resolution 12.

Page 28

If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on Resolution 12, by signing and returning the Proxy Form, you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance with the Chairperson's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

A voting exclusion statement is included in the Notice for Resolution 12.

9.2	Board Recommendation

The Board recommends that Shareholders vote ‘AGAINST’ this Resolution 12.

Page 29

Schedule 1

Definitions

In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa.

A$ means Australian Dollars.

10% Placement Facility has the meaning given in Section 8.1.

10% Placement Period has the meaning given in Section 8.2

15% Placement Capacity has the meaning given in Section 8.2.

Annual Report means the Directors' Report, the Financial Report and the Auditor's Report in respect to the financial year ended 30 June 2021.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

AWST means Australian Western Standard Time, being the time in Perth, Western Australia.

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors.

Chairman means the person appointed to chair the Meeting, or any part of the Meeting, convened by the Notice.

Closely Related Party means:

(a)	a spouse or child of the member; or
(b)	has the meaning given in section 9 of the Corporations Act.
---	---

Company means IperionX Limited (ACN 618 935 372).

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors' Report means the annual directors' report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Security has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Financial Report means the annual financial report prepared under chapter 2M of the Corporations Act of the Company and its controlled entities.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

Managing Director means the managing director of the Company.

Meeting has the meaning in the introductory paragraph of the Notice.

Page 30

Non-Executive Directors has the meaning given in Section 6.1.

Notice means the notice of meeting which comprises of the notice, agenda, Explanatory Memorandum and Proxy Form.

Option means an option which entitles the holder to subscribe for a Share in the capital of the Company.

Proxy Form means the proxy form attached to the Notice.

Related Body Corporate has the meaning given in section 9 of the Corporations Act.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution contained in the Notice.

RSU means an unquoted restricted stock unit that converts into a Share in the capital of the Company.

Schedule means a schedule to this Explanatory Memorandum or the New Constitution (as applicable).

Section means a section of this Explanatory Memorandum.

Security means a security in the Company.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Strike means a 'no' vote of 25% or more on the resolution approving the Remuneration Report.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

US$ means United States Dollars.

VWAP means volume weighted average price.

WST means Australian Western Standard Time, being the time in Perth, Western Australia

Page 31

Schedule 2

Terms and Conditions of Options

Entitlement

1.1	Each Option entitles the holder (Holder) to subscribe for, or to be transferred, one Share on payment of the Exercise Price to the Company and satisfaction of the Vesting Condition.

Number of Options, Exercise Price and Expiry Date

1.2	The number of Options and Expiry Date for each are as follows:
Holder	Number of Options	Exercise Price	Expiry Date
---	---	---	---
Ms Lorraine Martin	106,093	A$0.87	4 years from date of issue
Ms Melissa Waller	106,093	A$0.87	4 years from date of issue
Ms Beverly Wyse	106,093	A$0.87	4 years from date of issue
Mr Vaughn Taylor	106,093	A$0.87	4 years from date of issue
1.3	Subject to the satisfaction of the Vesting Conditions (described below), each Option is exercisable at any time prior to the Expiry Date (Exercise Period). After this time, any unexercised<br> Options will automatically lapse.
---	---

Conditions for Vesting and Exercise

1.4	Subject to the Holder's continuous service to the Company at the applicable vesting date:
(a)	one third of the Options issued to the Holder will vest one year from the date of issue;
---	---
(b)	one third of the Options issued to the Holder will vest two years from the date of issue; and
---	---
(c)	one third of the Options issued to the Holder will vest three years from the date of issue, (each a Vesting Condition).
---	---
1.5	If
---	---
(a)	the Holder is either removed as a director of the Company, or is not re-elected as a director of the Company after having notified the Board of her willingness to be re-elected, in either case for any reason other than the Holder<br> having become disqualified or prohibited by law from being or acting as a director or from being involved in the management of a company; or
---	---
(b)	the Holder resigns as a director of the Company as a result of the Company’s breach of any of the terms of Holder’s letter of appointment as a director, or failure to obtain the necessary approvals for any annual grant of Options; or
---	---
(c)	the Holder dies or resigns as a director of the Company as a result of Holder’s total and permanent disablement,
---	---

(each a Qualifying Termination), then subject to the Company obtaining the approval of shareholders of the Company pursuant to the Corporations Act, all Options that would have vested within one year after the Qualifying Termination shall vest on the date of the Qualifying Termination, and the Qualifying Termination shall be considered a Vesting Condition with respect to such Options.

Page 32

1.6	Options will only vest and be exercisable if the applicable Vesting Conditions have been satisfied prior to the Expiry Date or waived by the Board.

Method of Exercise

1.7	Subject to clause 1.8, each Option is exercisable by the Holder within the Exercise Period, subject to the Holder delivering to the registered office of the Company or such other address as determined by the Board of:
(a)	a signed notice of exercise for the relevant Options (Notice of Exercise);
---	---
(b)	subject to the cashless exercise option, a cheque or cash or such other form of payment determined by the Board in its sole and absolute discretion as satisfactory for the amount of the Exercise Price; and
---	---
1.8	If on the date the Company receives a Notice of Exercise the Company is in possession of excluded information (as defined in section 708A(7) of the Corporations Act) (if any), then the exercise of the Option is deemed to occur on the<br> later of:
---	---
(a)	the time the Holder satisfies the requirements of clause 1.7; and
---	---
(b)	when excluded information in respect of the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information.
---	---

For the avoidance of doubt, if the Company is not in possession of excluded information on the date the Notice of Exercise is received, the relevant date of exercise of the Options will be the date the Holder satisfies the requirements of clause 1.7.

No Issue Unless Cleared Funds

1.9	Where a cheque is presented as payment of the Exercise Price on the exercise of Options, the Company will not, unless otherwise determined by the Board, allot and issue or transfer Shares until after any cheque delivered in payment of<br> the Exercise Price has been cleared by the banking system.

Cashless Exercise of Options

1.10

Subject to clause 1.11, a Holder may elect to pay the Exercise Price for each Option by setting off the total Exercise Price against the number of Shares which they are entitled to receive upon exercise (Cashless Exercise Facility). By using the Cashless Exercise Facility, the holder will receive Shares to the value of the surplus after the Exercise Price has been set off.

1.11

If the Holder elects to use the Cashless Exercise Facility, the Holder will only be issued that number of Shares (rounded down to the nearest whole number) as is equal in value to the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise calculated in accordance with the following formula:

---

S = O x (MSP - EP)

MSP

Where:

S = Number of Shares to be issued on exercise of the Options O = Number the Options being exercised

MSP = Market value of the Shares calculated using the volume weighted average of the Shares on ASX for the 5 trading days immediately prior to (and excluding) the date of the Notice of Exercise

EP = Exercise Price

1.12	If the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (calculated in accordance with clause 1.11) is zero or<br> negative, then a Holder will not be entitled to use the Cashless Exercise Facility.
Page 33
---

Minimum Exercise

1.13	Options must be exercised in multiples of one hundred (100) unless fewer than one hundred (100) Options are held by a Holder or the Board otherwise agrees.

Actions on Exercise

1.14	Following the exercise of Options:
(a)	the Options will automatically lapse; and
---	---
(b)	the Company will allot and issue, or transfer, the number of Shares for which the Holder is entitled to subscribe for or acquire through the exercise of the Options.
---	---

Timing of the Issue of Shares on Exercise and Quotation

1.15	The Company must within five (5) business days the exercise of the Option:
(a)	allot and issue the Shares pursuant to the exercise of the Options;
---	---
(b)	as soon as reasonably practicable and if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in<br> accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
---	---
(c)	apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.
---	---
1.16	Notwithstanding clause 1.15 above, solely with respect to Holders who are not U.S. residents or to the extent such does not otherwise violate Code Section 409A, the Company’s obligation pursuant to clause 1.15(a) shall be postponed if<br> such Holder at any time after the delivery of a Notice of Exercise and payment of the Exercise Price for each Option being exercised (if applicable) elects for the Shares to be issued to be subject to a holding lock for a period of twelve<br> (12) months. Following any such election:
---	---
(a)	the Shares to be issued or transferred will be held by such Holder on the Company's issuer sponsored sub-register (and not in a CHESS sponsored holding);
---	---
(b)	the Company will apply a holding lock on the Shares to be issued or transferred and such Holder is taken to have agreed to that application of that holding lock;
---	---
(c)	the Company shall release the holding lock on the Shares on the earlier to occur of:
---	---
(i)	the date that is twelve (12) months from the date of issue of the Share; or
---	---
(ii)	the date the Company issues a disclosure document that qualifies the Shares for trading in accordance with section 708A(11) of the Corporations Act; or
---	---
(iii)	the date a transfer of the Shares occurs pursuant to clause 1.16(d) of these terms and conditions; and
---	---
(d)	Shares shall be transferable by such Holder and the holding lock will be lifted provided that the transfer of the Share complies with section 707(3) of the Corporations Act and, if requested by the Company, the transferee of the Shares<br> agrees by way of a deed poll in favour of the Company to the holding lock applying to the Shares following its transfer for the balance of the period in clause 1.16(c)(i).
---	---
Page 34
---

Shares Issued on Exercise

1.17	Shares issued on the exercise of the Options rank equally with all existing Shares.

Quotation of the Shares Issued on Exercise

1.18	If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

Adjustment for Reorganisation

1.19	Subject to any applicable laws (including the ASX Listing Rules), the number of Options held by a Holder may, in the sole and absolute discretion of the Board, be determined to be such number as is appropriate and so that the Holder<br> does not suffer any material detriment following any variation in the share capital of the Company arising from:
(a)	a reduction, subdivision or consolidation of share capital;
---	---
(b)	a reorganisation of share capital;
---	---
(c)	a distribution of assets in specie;
---	---
(d)	the payment of a dividend, otherwise than in the ordinary course, of an amount substantially in excess of the Company's normal distribution policy; or
---	---
(e)	any issue of ordinary shares or other equity securities or instruments which convert into ordinary shares by way of capitalisation of profits or reserves.
---	---
1.20	If there is any reorganisation of the issued share capital of the Company, the terms of Options and the rights of the Holder who holds such Options will be varied, including an adjustment to the number of Options and/or the Exercise<br> Price applicable to Options, in accordance with the ASX Listing Rules that apply to the reorganisation at the time of the reorganisation.
---	---
1.21	Upon any adjustment being made, the Board will notify each Holder (or his or her legal personal representative where applicable) in writing, informing them of the number of Options held by the relevant Holder.
---	---

Holder in New Issues and Other Rights

1.22	A Holder who holds Options is not entitled to:
(a)	notice of, or to vote or attend at, a meeting of the Shareholders;
---	---
(b)	receive any dividends declared by the Company;
---	---
(c)	any right to a return of capital, whether in winding up of the Company, upon a reduction of capital in the Company or otherwise;
---	---
(d)	participate in any new issues of securities offered to Shareholders during the term of the Options; or
---	---
(e)	cash for the Options or any right to participate in surplus assets or profits of the Company on winding up, unless and until the Options are exercised and the Holder holds Shares.
---	---

Adjustment for Rights Issue

1.23	If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the<br> following formula:

New exercise price = O - (E[P-(S+D)] divided by N+1)

Page 35

O =	the old Exercise Price of the Option.
E =	the number of underlying Shares into which one Option is exercisable.
---	---
P =	average market price per Share weighted by reference to volume of the underlying Shares during the five (5) trading days ending on the day before the ex rights date or ex entitlements date.
---	---
S =	the subscription price of a Share under the pro rata issue.
---	---
D =	the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
---	---
N =	the number of Shares with rights or entitlements that must be held to receive a right to one new share.
---	---

Adjustment for Bonus Issue of Shares

1.24	If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):
(a)	the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Holder would have received if the Holder had exercised the Option before the record date for the bonus issue;<br> and
---	---
(b)	no change will be made to the Exercise Price.
---	---

Change of Control

1.25	For the purposes of these terms and conditions, a "Change of Control Event" occurs if:
(a)	the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the<br> purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub- division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of<br> arrangement;
---	---
(b)	a Takeover Bid (as defined in the Corporations Act):
---	---
(i)	is announced;
---	---
(ii)	has become unconditional; and
---	---
(iii)	the person making the Takeover Bid has a Relevant Interest (as defined in the Corporations Act) in fifty percent (50%) or more of the issued Shares;
---	---
(c)	any person acquires a Relevant Interest in fifty and one-tenth percent (50.1%) or more of the issued Shares by any other means; or
---	---
(d)	the announcement by the Company that a sale or transfer (in one transaction or a series of related transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.
---	---
1.26	Where a Change of Control Event has (i) occurred or (ii) been announced by the Company and, in the opinion of the Board, will or is likely to occur:
---	---
(a)	a Holder may exercise any or all of their Options, regardless of whether the Vesting Conditions have been satisfied, provided that no Option will be capable of exercise later than the Expiry Date; and
---	---
(b)	if the Board has procured an offer for all holders of Options on like terms (having regard to the nature and value of the Options) to the terms proposed under the Change in Control Event and the Board has specified (in its absolute<br> discretion) a period during which the holders of Options may elect to accept the offer and, if the holder has not so elected at the end of that offer period, the Options, if not exercised within 10 days of the end of that offer period,<br> shall expire.
---	---
Page 36
---

Quotation

1.27	The Company will not seek official quotation of any Options.

No Transfer of Options

1.28	Options may not be assigned, transferred, encumbered with a mortgage, charge, pledge, lien, encumbrance or other third party interest of any nature (Security Interest) in or over them, or<br> otherwise disposed of by a Holder, unless:
(a)	the prior consent of the Board is obtained, which consent may impose such terms and conditions on such assignment, transfer, encumbrance with a Security Interest or disposal as the Board sees fit; or
---	---
(b)	such assignment or transfer occurs by force of law upon the death or total and permanent disablement of a Holder to the Holder's legal personal representative.
---	---

Options to be Recorded

1.29	Options will be recorded in the appropriate register of the Company
Page 37
---

Schedule 3

Terms and Conditions of RSUs

Offer of RSUs

1.1	Each RSU confers an entitlement to the holder (Holder) to be provided with one fully paid ordinary Share of the Company (Share) at no cost, upon the<br> satisfaction of the Vesting Conditions (described below) specified by the Board in relation to that RSU.

Number of RSUs and Expiry Date

1.2	The Number of RSUs and Expiry Date for each are as follows:
Holder	Number of Options	Expiry Date
---	---	---
Ms Lorraine Martin	106,093	4 years from date of issue
Ms Melissa Waller	106,093	4 years from date of issue
Ms Beverly Wyse	106,093	4 years from date of issue
Mr Vaughn Taylor	106,093	4 years from date of issue

Vesting Conditions

1.3	Subject to the Holder's continuous service to the Company at the applicable vesting date:
(a)	one third of the RSUs issued to the Holder will vest one year from the date of issue;
---	---
(b)	one third of the RSUs issued to the Holder will vest two years from the date of issue; and
---	---
(c)	one third of the RSUs issued to the Holder will vest three years from the date of issue, (each a Vesting Condition).
---	---
1.4	If
---	---
(a)	the Holder is either removed as a director of the Company, or is not re-elected as a director of the Company after having notified the Board of her willingness to be re-elected, in either case for any reason other than the Holder<br> having become disqualified or prohibited by law from being or acting as a director or from being involved in the management of a company; or
---	---
(b)	the Holder resigns as a director of the Company as a result of the Company’s breach of any of the terms of Holder’s letter of appointment as a director, or failure to obtain the necessary approvals for any annual grant RSUs; or
---	---
(c)	the Holder dies or resigns as a director of the Company as a result of Holder’s total and permanent disablement,
---	---

(each a Qualifying Termination), then subject to the Company obtaining the approval of shareholders of the Company pursuant to the Corporations Act, then all RSUs that would have vested within one year after the Qualifying Termination shall vest on the date of the Qualifying Termination, and the Qualifying Termination shall be considered a Vesting Condition with respect to such RSUs.

Page 38

1.5	RSUs will only vest and entitle the Holder to be issued Shares if the applicable Vesting Condition has been satisfied prior to the Expiry Date or waived by the Board.

Satisfaction of Vesting Condition

1.6

The Board will determine in its sole discretion whether (and, where applicable, to what extent) the Holder has satisfied the Vesting Conditions applicable to the RSUs. As soon as practicable after making that determination the Board must allot and issue, or transfer, the number of Shares for which the Holder is entitled to acquire upon satisfaction of the Vesting Conditions for the relevant number of RSUs held in accordance with clause 1.7.

Lapse of RSUs

1.7	The Expiry Date for each RSU will be as determined by the Board in its sole and absolute discretion.
1.8	Where RSUs have not satisfied the Vesting Condition prior to the Expiry Date, those RSUs will automatically lapse.
---	---

Timing of the Issue of Shares and Quotation

1.9	The Company must within twenty (20) business days after the later of the following:
(a)	the satisfaction of the Vesting Conditions applicable to the RSUs; and
---	---
(b)	when excluded information in respect of the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information, provided that in no event will the shares be issued to a Holder subject to Section<br> 409A of the US Internal Revenue Code be issued later than March 15 of the year following the year that includes satisfaction of the Vesting Conditions. If there is no such information, the relevant date will be the date the relevant<br> Vesting Conditions are satisfied pursuant to clause 1.4;
---	---

the Company will:

(c)	allot and issue the Shares pursuant to the vesting of the RSUs;
(d)	as soon as reasonably practicable and if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in<br> accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
---	---
(e)	apply for official quotation on ASX of Shares issued pursuant to the vesting of the RSUs.
---	---
1.10	Notwithstanding clause 1.7 above, solely with respect to Holders who are not U.S. residents or to the extent such does not otherwise violate Code Section 409A, the Company’s obligation to issue such Shares pursuant to clause 1.9(d)<br> shall be postponed if such Holder at any time after the relevant Vesting Conditions are satisfied pursuant to clause 1.4 elects for the Shares to be issued to be subject to a holding lock for a period of twelve (12) months. Following any<br> such election:
---	---
(a)	the Shares to be issued or transferred will be held by such Holder on the Company's issuer sponsored sub-register (and not in a CHESS sponsored holding);
---	---
(b)	the Company will apply a holding lock on the Shares to be issued or transferred and such Holder is taken to have agreed to that application of that holding lock;
---	---
(c)	the Company shall release the holding lock on the Shares on the earlier to occur of:
---	---
(i)	the date that is twelve (12) months from the date of issue of the Share; or
---	---
(ii)	the date the Company issues a disclosure document that qualifies the Shares for trading in accordance with section 708A(11) of the Corporations Act; or
---	---
(iii)	the date a transfer of the Shares occurs pursuant to clause 1.10(d) of these terms and conditions; and
---	---
Page 39
---

(d)

Shares shall be transferable by such Holder and the holding lock will be lifted provided that the transfer of the Share complies with section 707(3) of the Corporations Act and, if requested by the Company, the transferee of the Shares agrees by way of a deed poll in favour of the Company to the holding lock applying to the Shares following its transfer for the balance of the period in clause 1.10(c).

Shares Issued

1.11	Shares issued on the satisfaction of the Vesting Conditions attaching to the RSUs rank equally with all existing Shares.

Quotation of the Shares Issued on Exercise

1.12	If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the vesting of the RSUs.

Reorganisation

1.13	If there is any reorganisation of the issued share capital of the Company, the terms of RSUs and the rights of the Holder who holds such RSUs will be varied, including an adjustment to the number of RSUs, in accordance with the ASX<br> Listing Rules that apply to the reorganisation at the time of the reorganisation.

Holder Rights

1.14	A Holder who holds RSUs is not entitled to:
(a)	notice of, or to vote or attend at, a meeting of the Shareholders; or
---	---
(b)	receive any dividends declared by the Company,
---	---
(c)	any right to a return of capital, whether in winding up of the Company, upon a reduction of capital in the Company or otherwise;
---	---
(d)	participate in any new issues of securities offered to Shareholders during the term of the RSUs, or
---	---
(e)	cash for the RSUs or any right to participate in surplus assets of profits of the Company on winding up, unless and until the RSUs are satisfied and the Holder holds Shares.
---	---

Pro Rata Issue of Securities

1.15	If during the term of any RSU, the Company makes a pro rata issue of securities to the Shareholders by way of a rights issue, a Holder shall not be entitled to participate in the rights issue in respect of any RSUs, only in respect of<br> Shares issued in respect of vested RSUs.
1.16	A Holder will not be entitled to any adjustment to the number of Shares they are entitled to or adjustment to any Vesting Conditions which is based, in whole or in part, upon the Company’s share price, as a result of the Company<br> undertaking a rights issue.
---	---

Adjustment for Bonus Issue

1.17	If, during the term of any RSU, securities are issued pro rata to Shareholders generally by way of bonus issue, the number of Shares to which the Holder is then entitled, shall be increased by that number of securities which the Holder<br> would have been issued if the RSUs then held by the Holder were vested immediately prior to the record date for the bonus issue.

Change of Control

Page 40

1.18	For the purposes of these terms and conditions, a "Change of Control Event" occurs if:
(a)	the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the<br> purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub- division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of<br> arrangement;
---	---
(b)	a Takeover Bid (as defined in the Corporations Act):
---	---
(i)	is announced;
---	---
(ii)	has become unconditional; and
---	---
(iii)	the person making the Takeover Bid has a Relevant Interest (as defined in the Corporations Act) in fifty percent (50%) or more of the issued Shares;
---	---
(c)	any person acquires a Relevant Interest in fifty and one-tenths percent (50.1%) or more of the issued Shares by any other means; or
---	---
(d)	the announcement by the Company that a sale or transfer (in one transaction or a series of related transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.
---	---
1.19	Where a Change of Control Event has (i) occurred or (ii) been announced by the Company and, in the opinion of the Board, will or is likely to occur, all granted RSUs which have not yet vested or lapsed shall automatically and<br> immediately vest, regardless of whether any Vesting Conditions have been satisfied.
---	---

Quotation

1.20	The Company will not seek official quotation of any RSUs.

RSUs Not Property

1.21	A Holder's RSUs are personal contractual rights granted to the Holder only and do not constitute any form of property.

No Transfer of RSUs

1.22	Unless otherwise determined by the Board, RSUs cannot be transferred to or vest in any person other than the Holder, provided that upon the death of the Holder, any shares that have not yet been issued with respect to vested RSUs<br> (including RSUs that vest on the Holder’s death) shall be issued to the representative of the Holder’s estate.
Page 41
---

Exhibit 99.3

PRESS RELEASE	NASDAQ: IPX	ASX:<br> IPX
November 1, 2022

IPERIONX APPOINTS TOBY SYMONDS AS COMPANY PRESIDENT

IperionX Limited (“IperionX” or “Company”) (NASDAQ: IPX, ASX: IPX), a leader in the development of a sustainable and circular titanium metal supply chain, today announced the appointment of Toby Symonds as President of IperionX.

Mr. Symonds has worked with IperionX since 2021, first as an advisory board member and then as Chief Strategy Officer. He is a highly experienced executive with more than 30 years of experience across a range of senior roles in operations, sales, strategy, finance and asset management.

Mr. Symonds previously served as a senior advisor to private equity, hedge funds and real estate asset managers, including Coliseum Capital Management, Sweetwater Capital Partners and Mosaic Real Estate Investors. Toby was a Managing Director at SAC Capital’s Business Development Group and was a founding partner of ENA Investment Capital in London and Altai Capital Management in New York. Prior to his career in asset management he spent over 11 years at JP Morgan and Morgan Stanley.

Todd Hannigan, Executive Chairman of IperionX said:

“I am very pleased to announce the appointment of Toby Symonds as President of IperionX.”

“Toby has been leading our customer engagement with outstanding success - we now have a strong pipeline of over 40 potential customers signed onto our confidential sales delivery process across the automotive, consumer electronic and defense sectors. Toby has extensive global leadership experience in building high performance teams and we look forward to his continued success at IperionX .”

Anastasios Arima, co-founder and CEO of IperionX added:

“Toby is an exceptional strategist and proven leader who builds effective, diverse, and successful teams. With his skilled leadership across sales, government relations, finance and business development, IperionX is well positioned for rapid growth.”

“Leading companies in the automotive, consumer electronics and luxury goods sectors are seeking to rapidly develop zero carbon supply chains and maximize their usage of circular materials. IperionX provides the only commercially available circular, low-carbon titanium production process.”

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

For further information and enquiries please contact:

info@iperionx.com

+1 980 237 8900

www.iperionx.com

Corporate Office	Tennessee Office	Salt Lake City Office
129 W Trade St, Suite 1405 Charlotte, NC 28202	279 West Main St, Camden, TN 38320	1782 W 2300 S, West Valley City, UT 84119

About IperionX

IperionX’s mission is to be the leading developer of low carbon titanium for advanced industries including space, aerospace, electric vehicles and 3D printing. IperionX’s breakthrough titanium technologies can produce titanium products that are low carbon and fully circular. IperionX is producing titanium metal powders from titanium scrap at its operational pilot facility in Utah, and intends to scale production at a Titanium Demonstration Facility in Virginia. IperionX holds a 100% interest in the critical minerals Titan Project, which has the largest JORC resource of titanium, rare earth and zircon rich mineral sands in the U.S.A.

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

Exhibit 99.4

PRESS RELEASE	NASDAQ: IPX	ASX:<br> IPX
November 17, 2022

PANERAI PLACES ORDER FOR PRODUCTION SERIES TITANIUM WATCH CASES

IperionX Limited (“IperionX”) (NASDAQ: IPX, ASX: IPX), is pleased to announce that Officine Panerai (“Panerai”), a division of Compagnie Financière Richemont SA (SWX:CFR, market capitalization US$70 billion) has placed its first purchase order for ‘production series’ titanium watch cases to be additively manufactured using IperionX’s low carbon, circular titanium.

Panerai recently completed testing on the IperionX prototype titanium watch cases and will produce a limited edition run of several hundred watch case blanks. The production series titanium watch cases are now being additively manufactured using IperionX’s low carbon, circular titanium powders.

IperionX continues to work with Panerai to evaluate additional titanium watch designs for future production series manufacturing.

Titanium watches are preferred for their higher strength, lighter weight and superior corrosion resistance, and titanium has now become the choice of material for flagship models amongst many leading watch manufacturers. The sustainability, quality and production manufacturing capabilities required to meet the demanding specifications for the luxury watch market transfers directly into a range of other titanium market verticals, including the automotive, consumer electronic and defense sectors.

The global automotive and consumer electronic sectors are leading the move towards building low carbon supply chains that maximize the use of circular materials. Leading companies in these sectors have near term targets for net zero carbon supply chains and for their products to utilize fully recycled materials.

The Panerai purchase order validates the performance of IperionX’s patented titanium technologies and the quality its low carbon, circular titanium metal powders. Although the quantum of the initial purchase order is not material, it demonstrates the commercial value of a low carbon, circular supply of titanium, which is superior to aluminum and stainless-steel in many applications across the automotive, consumer electronic and defense sectors.

IperionX provides the only commercially available circular, low-carbon titanium production process that uses 100% recycled titanium as a feedstock. IperionX now has over 40 potential customers signed onto a confidential sales delivery process. The highest priority potential customers have progressed from the exchange of technical data; to titanium metal powder qualification and titanium part prototyping.

Corporate Office	Tennessee Office	Salt Lake City Office
129 W Trade St, Suite 1405 Charlotte, NC 28202	279 West Main St, Camden, TN 38320	1782 W 2300 S, West Valley City, UT 84119

Anastasios Arima, co-founder and CEO of IperionX said:

“The IperionX team is thrilled to be producing the first ‘production series’ titanium watch cases for Panerai using our low carbon, circular titanium.”

“We believe that IperionX has a competitive advantage in the accelerating shift towards low carbon, long lasting materials that maximize recycled content. We intend to re-build a more sustainable and lower cost circular U.S. titanium supply chain that uses titanium scrap, to make titanium powders for low carbon, high strength titanium parts.”

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

For further information and enquiries please contact:

info@iperionx.com

+1 980 237 8900

www.iperionx.com

Panerai watch cases 3D printed using IperionX’s low carbon, 100% recycled titanium powders.

About IperionX

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

Exhibit 99.5

PRESS RELEASE	NASDAQ:IPX	ASX:IPX
November 25, 2022

RESULTS OF ANNUAL GENERAL MEETING

IperionX Limited (NASDAQ:IPX, ASX:IPX) (“IperionX” or “Company”) advises that the Company’s Annual General Meeting of Shareholders was held today, November 25, 2022, at 9.00am (AWST).

The resolutions voted on were in accordance with the Notice of Annual General Meeting previously advised to the Australian Securities Exchange (“ASX”).

All resolutions were decided on and carried by way of a poll.

In accordance with Section 251AA of the Corporations Act 2001 and ASX Listing Rule 3.13.2, the details of the poll and the proxies received in respect of each resolution are set out in the attached summary.

About IperionX

IperionX’s mission is to be the leading developer of low-carbon, sustainable, critical material supply chains focused on advanced industries including space, aerospace, electric vehicles and 3D printing. IperionX’s titanium technologies have the potential to produce titanium products which are sustainable, 100% recyclable, low-carbon intensity and at product qualities which exceed current industry standards. The Company also holds a 100% interest in the Titan Project, located in Tennessee, U.S., which is rich in rare earth minerals.

This announcement has been authorized for release by the Company Secretary, Mr. Gregory Swan.

For further information and enquiries please contact:

investorrelations@iperionx.com

+1 704 461 8000

www.iperionx.com

Corporate Office	Tennessee Office	Contact Information
129 W Trade St, Suite 1405 Charlotte, NC 28202	279 West Main St, Camden, TN 38320	www.iperionx.com	info@iperionx.com

Forward Looking Statements

Information included in this release constitutes forward-looking statements. Often, but not always, forward looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “continue”, and “guidance”, or other similar words and may include, without limitation, statements regarding plans, strategies and objectives of management, anticipated production or construction commencement dates and expected costs or production outputs.

Forward looking statements inherently involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance, and achievements to differ materially from any future results, performance, or achievements. Relevant factors may include, but are not limited to, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licenses and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory framework within which the company operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation.

Forward looking statements are based on the Company and its management’s good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company’s business and operations in the future. The Company does not give any assurance that the assumptions on which forward looking statements are based will prove to be correct, or that the Company’s business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company’s control.

Although the Company attempts and has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in forward looking statements, there may be other factors that could cause actual results, performance, achievements, or events not to be as anticipated, estimated or intended, and many events are beyond the reasonable control of the Company. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Forward looking statements in these materials speak only at the date of issue. Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules, in providing this information the company does not undertake any obligation to publicly update or revise any of the forward-looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.

IperionX Limited

Annual General Meeting

November 25, 2022

Resolution	Number of Proxy Votes				Number of Votes cast on the Poll			Result
	For	Against	Proxy’s<br><br> <br>Discretion	Abstain	For	Against	Abstain
1. Remuneration Report	44,777,155	10,152,250	-	20,251,130	44,907,155<br><br> <br>(81.56%)	10,152,250<br><br> <br>(18.44%)	15,321,963	Carried on vote by poll
2. Re-election of Mr Vaughn Taylor as Director	74,998,384	103,851	-	78,300	75,128,384<br><br> <br>(99.86%)	103,851<br><br> <br>(0.14%)	78,300	Carried on vote by poll
3. Issue of Options to Non-Executive Director Ms Lorraine Martin	75,037,622	61,663	-	81,250	75,167,622<br><br> <br>(99.92%)	61,663<br><br> <br>(0.08%)	81,250	Carried on vote by poll
4. Issue of Options to Non-Executive Director Mr Vaughn Taylor	75,037,672	61,613	-	81,250	75,167,672<br><br> <br>(99.92%)	61,613<br><br> <br>(0.08%)	81,250	Carried on vote by poll
5. Issue of Options to Non-Executive Director Ms Melissa Waller	74,972,105	61,513	-	146,917	75,102,105<br><br> <br>(99.92%)	61,513<br><br> <br>(0.08%)	146,917	Carried on vote by poll
6. Issue of Options to Non-Executive Director Ms Beverly Wyse	75,037,622	62,513	-	80,400	75,167,622<br><br> <br>(99.92%)	62,513<br><br> <br>(0.08%)	80,400	Carried on vote by poll
7. Issue of RSUs to Non-Executive Director Ms Lorraine Martin	75,037,972	61,513	-	81,050	75,167,972<br><br> <br>(99.92%)	61,513<br><br> <br>(0.08%)	81,050	Carried on vote by poll
8. Issue of RSUs to Non-Executive Director Mr Vaughn Taylor	75,034,872	64,613	-	81,050	75,164,872<br><br> <br>(99.91%)	64,613<br><br> <br>(0.09%)	81,050	Carried on vote by poll
9. Issue of RSUs to Non-Executive Director Ms Melissa Waller	74,968,155	64,513	-	147,867	75,098,155<br><br> <br>(99.91%)	64,513<br><br> <br>(0.09%)	147,867	Carried on vote by poll
10. Issue of RSUs to Non-Executive Director Ms Beverly Wyse	75,034,972	64,513	-	81,050	75,164,972<br><br> <br>(99.91%)	64,513<br><br> <br>(0.09%)	81,050	Carried on vote by poll
11. Approval of 10% Placement Facility	75,043,245	21,070	-	116,220	75,173,245<br><br> <br>(99.97%)	21,070<br><br> <br>(0.03%)	116,220	Carried on vote by poll
12. Spill Resolution (Conditional Resolution)	Resolution 12 was not put to the meeting because it was conditional on 25% or more of the votes being cast against Resolution 1

Exhibit 99.6

PRESS RELEASE	NASDAQ: IPX	<br> ASX: IPX
January 18, 2023

IPERIONX WINS U.S. AIR FORCE TITANIUM RECYCLING CHALLENGE

■	IperionX has won the Air Force Research Laboratory Grand Challenge, hosted by the National Security Innovation Network
■	The AFRL Grand Challenge involved selecting the most commercially promising technology for producing titanium metal powders from scrap titanium and rejuvenating out-of-spec titanium<br> powders for use in additive manufacturing
---	---
■	Winning the prestigious AFRL Grand Challenge validates the commercial and technical superiority of IperionX’s patented technologies to produce circular, low-carbon and lower-cost<br> titanium metal powders
---	---
■	Additive manufacturing, or 3D printing, is a critical technology for the U.S. Air Force to manufacture novel and complex geometry titanium alloy parts, including for aerospace and<br> hypersonic missile applications
---	---

IperionX Limited (“IperionX”) (NASDAQ: IPX, ASX: IPX) is pleased to announce that it is the winner of the U.S. Department of Defense’s National Security Innovation Network (“NSIN”) Air Force Research Laboratory (“AFRL”) Grand Challenge contract. As a result, IperionX will be eligible to produce titanium metal powders from scrap materials and rejuvenate used or out-of-specification titanium powder for the AFRL. The Grand Challenge is a competitive challenge program hosted by the U.S. Department of Defense’s National Security Innovation Network.

Winning this Grand Challenge, against a field of leading titanium industry participants, is an important validation of IperionX’s patented technologies to produce circular, low-carbon and lower cost titanium metal from 100% recycled titanium scrap or out-of-specification titanium powder feedstocks.

The U.S. Air Force and U.S. Department of Defense are accelerating the use of additive manufacturing to reduce long lead cycle times and to produce large volumes of complex parts for advanced weapons systems.

Only 20%-40% of titanium powder used in additive manufacturing ends up in fabricated parts. Titanium metal powders are typically reused only a limited number of times before the quality is compromised by elevated contaminant levels or inferior powder morphology. Out-of-specification titanium powders increase the probability of defects and jeopardize the structural integrity of additively manufactured components.

Titanium metal produced by the current “Kroll Process” is high carbon, energy intensive and expensive. Leading companies across the defense, automotive, consumer electronics and luxury goods sectors want to source low carbon, low-cost titanium from traceable recycled sources. IperionX’s patented technologies offer a pathway to significantly lower cost, and lower carbon, titanium metal powders for titanium components in these industries.

The patented technologies were developed by Dr. Zak Fang, an American Professor of Metallurgical Engineering at the University of Utah, and uniquely position IperionX to upcycle a wide variety of low-grade, high oxygen content titanium scrap which has historically been downcycled to lower value markets. IperionX is able to achieve greater yields of nearly 100% from low-grade scrap without the need for blending the scrap with high-grade primary metal.

Winning the Grand Challenge also complements IperionX’s project with Materials Resources, LLC to qualify titanium alloy powders for the U.S. Navy and test titanium flight critical metal replacement components for the U.S. Department of Defense.

The winner of the Grand Challenge is eligible for a contract award up to $500,000 across four phases, with IperionX successfully completing Phase 1, and will complete Phases 2 – 4 as part of routine production operations at its Titanium Pilot Facility in Utah.

Corporate Office	Tennessee Office	Salt Lake City Office
129 W Trade St, Suite 1405 Charlotte, NC 28202	279 West Main St, Camden, TN 38320	1782 W 2300 S, West Valley City, UT 84119

Anastasios (Taso) Arima, IperionX CEO said:

“Winning the Grand Challenge is an outstanding endorsement of IperionX’s patented titanium technologies.

Our leading technologies can efficiently recycle titanium scrap metal and metal powders at lower cost than existing processes, and we look forward to working closely with NSIN, AFRL and other Department of Defense agencies to qualify and rapidly deploy the use of circular titanium metal across key defense platforms.”

Dr. Calvin Mikler, Materials Engineer, AFRL said:

“The AFRL team is excited to work with IperionX on the next phase of the titanium recyclability Grand Challenge. IperionX seemed to really understand the purpose of the Grand Challenge and pitched a unique strategy to deoxygenate and rejuvenate used titanium powders and scrap materials back into powder suitable for additive manufacturing of aerospace-quality parts. We can’t wait to see the results of all the hard work yet to come!”

Contract Details

The winner of the Grand Challenge is eligible for a contract award up to $500,000 across four phases:

•	Phase 1 ($125,000):	White paper submission and pitch day
•	Phase 2 ($125,000):	Generation of a precursor titanium feedstock
•	Phase 3 ($225,000):	Titanium powder production
•	Phase 4 ($25,000):	Build, test, and analyze cost savings for the overall concept

IperionX has successfully completed the requirements for Phase 1, and currently undertakes Phases 2 to 4 at its operational titanium pilot facility in Salt Lake City, Utah.

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

For further information and enquiries please contact:

info@iperionx.com

+1 704 461 8000

About NSIN

The National Security Innovation Network is an unrivaled problem-solving network in the U.S. Department of Defense that adapts to the emerging needs of those who serve in the defense of our national security. The NSIN is an organization of the Defense Innovation Unit and is dedicated to the work of bringing together defense, academic and entrepreneurial innovators to solve national security problems in new ways.

About AFRL

The Air Force Research Laboratory is the primary scientific research and development center for the Department of the Air Force. AFRL plays an integral role in leading the discovery, development, and integration of affordable warfighting technologies for our air, space, and cyberspace force. With a workforce of more than 11,000 across nine technology areas and 40 other operations across the globe, AFRL provides a diverse portfolio of science and technology ranging from fundamental to advanced research and technology development.

About IperionX

IperionX’s mission is to be the leading developer of low carbon titanium for advanced industries including space, aerospace, electric vehicles, and 3D printing. IperionX’s breakthrough titanium technologies can produce titanium products that are low carbon and fully circular, and were developed by Dr. Zak Fang, an American Professor of Metallurgical Engineering at the University of Utah. IperionX is producing titanium metal powders from titanium scrap at its operational pilot facility in Utah and intends to scale production at a Titanium Demonstration Facility in Virginia. IperionX holds a 100% interest in the critical minerals Titan Project, which has the largest JORC resource of titanium, rare earth and zircon rich mineral sands in the U.S.A.

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

Exhibit 99.7

IPERIONX LIMITED ACN 618 935 372

NOTICE OF GENERAL MEETING The General Meeting of the Company will be held at Conference Room, Ground Floor, 28 The Esplanade, Perth WA 6000 on Friday, 16 June 2023 at 9:00am (AWST).

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting. Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9322 6322

IPERIONX LIMITED

ACN 618 935 372

NOTICE OF GENERAL MEETING

Notice is hereby given that the general meeting of shareholders of IperionX Limited (Company) will be held at Conference Room, Ground Floor, 28 The Esplanade, Perth WA 6000 on Friday, 16 June 2023 at 9:00am (AWST) (Meeting).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Company advises that a poll will be conducted for all Resolutions.

Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in Schedule 1.

AGENDA

1	Resolution 1– Ratify the Issue of Placement Shares under Listing Rule 7.1

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 19,000,00 Shares under Listing Rule 7.1 at an issue price of A$1.00 per Share on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the Placement or an associate of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

(a)	a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b)	the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
---	---
(c)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
---	---

(i)	the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
(ii)	the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
---	---

2	Resolution 2 – Issue of Placement Shares to Todd Hannigan

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 700,000 Shares at an issue price of A$1.00 per Share to Mr Todd Hannigan (and/or his nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Todd Hannigan (and/or his nominees) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

(a)	a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b)	the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
---	---
(c)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
---	---
(i)	the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
---	---
(ii)	the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
---	---

3	Resolution 3 – Issue of Placement Shares to Lorraine Martin

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 300,000 Shares at an issue price of A$1.00 per Share to Ms Lorraine Martin (and/or her nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Ms Lorraine Martin (and/or her nominees) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

(a)	a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b)	the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
---	---
(c)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
---	---
(i)	the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
---	---
(ii)	the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
---	---

BY ORDER OF THE BOARD

Mr Gregory Swan

Company Secretary

Dated: 16 May 2023

IPERIONX LIMITED

ACN 618 935 372

EXPLANATORY MEMORANDUM

1	Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 1	Introduction
Section 2	Action to be taken by Shareholders
Section 3	Resolution 1 – Ratify the Issue of Placement Shares under Listing Rule 7.1
Section 4	Resolution 2 – Issue of Placement Shares to Mr Todd Hannigan
Section 5	Resolution 3 – Issue of Placement Shares to Ms Lorraine Martin
Schedule 1	Definitions

A Proxy Form is located at the end of this Explanatory Memorandum.

2	Action to be taken by Shareholders

Shareholders should read the Notice including this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

The Company advises that a poll will be conducted for all Resolutions.

2.1	Proxies

Please note that:

(a)	a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b)	a proxy need not be a member of the Company; and
---	---
(c)	a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may<br> exercise half of the votes.
---	---

Proxy Forms must be received by the Company no later than 9:00am (AWST) on Wednesday, 14 June 2023, being at least 48 hours before the Meeting.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2	Attendance at Meeting

3	Resolution 1 – Ratify the Issue of Placement Shares under Listing Rule 7.1
3.1	Background to Placement
---	---

On 3 May 2023, the Company announced a capital raising comprising of a placement to institutional, professional and sophisticated investors (Placement Participants) and, subject to Shareholder approval, participation of Mr Todd Hannigan (Executive Chairman) and Ms Lorraine Martin (Non- Executive Director) to raise approximately A$20,000,000 (before costs) (Placement).

The Placement comprises the issue of 20,000,000 Shares at an issue price of A$1.00 per Share as follows:

(a)	19,000,000 Shares (Placement Shares) issued to institutional, professional and sophisticated investors identified by the Company under the Company's existing Listing Rule 7.1 placement capacity;
(b)	700,000 Shares issued to Mr Todd Hannigan (Executive Chairman), subject to Shareholder approval pursuant to Resolution 2; and
---	---
(c)	300,000 Shares issued to Ms Lorraine Martin (Non-Executive Director), subject to Shareholder approval pursuant to Resolution 3.
---	---

The Placement Shares were issued on 10 May 2023.

The proceeds from the Placement will be used to continue the scale-up and commercialization of IperionX’s patented titanium technologies, including R&D activities and pre-development expenditures for the Titanium Demonstration Facility, advance the development of the Titan critical minerals project, including feasibility studies, permitting and ongoing land acquisition, fund a portion of the Blacksand option payment obligations, and for general working capital.

Refer to the Company's announcement dated 3 May 2023 for further details regarding the Placement.

3.2	General

Resolution 1 seeks Shareholder ratification, pursuant to and in accordance with Listing Rule 7.4 and all other purposes, for the issue of the Placement Shares (pursuant to the Company's capacity under Listing Rule 7.1) to the Placement Participants identified by the Company to raise approximately A$19,000,000 (before costs) under the Placement.

Refer to Section 3.1 for details of the Placement. Resolution 1 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 1.

3.3	Listing Rule 7.1

Subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The issue of the Placement Shares did not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, it effectively uses up part of the Company's 15% placement capacity under Listing Rule 7.1, thereby reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Placement Shares.

Listing Rule 7.4 provides that if the Company in general meeting ratifies the previous issue of Equity Securities pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those Equity Securities will be deemed to have been made with Shareholder approval for the purposes of Listing Rule 7.1.

If Resolution 1 is passed, the Company will retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity under Listing Rule 7.1, respectively, without the requirement to obtain prior Shareholder approval.

If Resolution 1 is not passed, the Placement Shares will be included in the Company's 15% placement capacity under Listing Rule 7.1 for the 12 month period following the issue of the Placement Shares.

3.4	Specific information required by Listing Rule 7.5

For the purposes of Shareholder ratification of the issue of Placement Shares to the Placement Participants and the requirements of Listing Rule 7.5, the following information is provided:

(a)	the Placement Shares were issued to professional and sophisticated investors who were identified through a bookbuild process, which involved Canaccord Genuity (Australia) Limited, in consultation with the Company seeking expressions of<br> interest to participate in the Placement from non-related parties of the Company. None of the participants in the Placement are related parties or associates of related parties of the Company other than the participation of Todd Hannigan<br> and Lorraine Martin (subject to Shareholder approval pursuant to Resolutions 2 and 3);
(b)	19,000,000 Shares issued pursuant to Listing Rule 7.1 on 10 May 2023;
---	---
(c)	the Placement Shares are fully paid ordinary shares of the Company and rank equally with all other fully paid ordinary shares of the Company;
---	---
(d)	the Placement Shares were issued at A$1.00 per Share to raise approximately A$19,000,000 (before costs);
---	---
(e)	the purpose of the issue of the Placement Shares is to raise approximately A$19,000,000 (before costs) and the funds raised from the issue will be applied to continue the scale-up and commercialization of IperionX’s patented titanium<br> technologies, including R&D activities and pre-development expenditures for the Titanium Demonstration Facility, advance the development of the Titan critical minerals project, including feasibility studies, permitting and ongoing land<br> acquisition, fund a portion of the Blacksand option payment obligations, and for general working capital (refer to Section 3.1 for further details);
---	---
(f)	the Placement Shares were issued under short form subscription letters pursuant to which the Placement Participants received Shares at an issue price of A$1.00 per Share;
---	---
(g)	Canaccord Genuity (Australia) Limited acted as lead manager to the Placement pursuant to an engagement letter on standard terms and conditions for a capital raising engagement letter. Canaccord Genuity (Australia) Limited received a fee<br> of approximately A$613,737; and
---	---
(h)	a voting exclusion statement is included in the Notice for Resolution 1.
---	---

3.5	Board recommendation

The Board recommends that Shareholders approve Resolution 1.

4	Resolution 2 – Issue of Placement Shares to Todd Hannigan
4.1	General
---	---

Resolution 2 seeks Shareholder approval, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, for the issue of 700,000 shares to Mr Todd Hannigan to raise A$700,000 under the Placement.

Refer to Section 3.1 for details of the Placement.

In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval.

Mr Todd Hannigan is a related party of the Company by virtue of being Director.

Resolution 2 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 2.

4.2	Listing Rule 10.11

In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval.

Resolution 2 seeks Shareholder approval to issue 700,000 Shares to Mr Todd Hannigan pursuant to and in accordance with Listing Rule 10.11 and all other purposes.

The effect of passing Resolution 2 will allow the Company to issue 700,000 Shares to Mr Todd Hannigan (and/or his respective nominees) without using up the Company's 15% placement capacity under Listing Rule 7.1.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required. Accordingly, the grant of 700,000 Shares to Mr Todd Hannigan (and/or his respective nominees) pursuant to Resolution 2 will not reduce the Company's 15% placement capacity for the purposes of Listing Rule 7.1 Exception 14.

If Resolution 2 is passed, the Company will proceed with the issue of the Shares no later than 1 month after the Meeting (or such longer period of time as ASX may in its discretion allow).

If Resolution 2 is not passed, the Company will not proceed with the issue of Shares to Mr Todd Hannigan.

4.3	Specific information required by Listing Rule 10.13

For the purposes of Shareholder approval of the issue of Shares to Mr Todd Hannigan and the requirements of Listing Rule 10.13, the following information is provided:

(a)	the Company intends to issue Shares under the Placement to Mr Todd Hannigan (and/or his nominees), a Director. Mr Todd Hannigan falls within Listing Rule 10.11.1 by virtue of being a Director;
(b)	a maximum of 700,000 Shares will be issued to Mr Todd Hannigan;
---	---
(c)	the Shares are fully paid ordinary shares of the Company and rank equally in all respects with the Company's existing Shares on issue;
---	---
(d)	the Shares will be issued no later than 1 month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);
---	---

(e)	the Shares will be issued at an issue price of A$1.00 per Share (the same as the issue price of the Placement Shares) to raise approximately A$700,000;
(f)	the purpose of the issue of the Shares is to raise approximately A$700,000 (before costs) and the funds raised from the issue will be applied to continue the scale-up and commercialization of IperionX’s patented titanium technologies,<br> including R&D activities and pre-development expenditures for the Titanium Demonstration Facility, advance the development of the Titan critical minerals project, including feasibility studies, permitting and ongoing land acquisition,<br> fund a portion of the Blacksand option payment obligations, and for general working capital (refer to Section 3.1 for further details);
---	---
(g)	the Shares will be issued under short form subscription letters pursuant to which Mr Todd Hannigan will receive, subject to Shareholder approval, Shares at an issue price of A$1.00 per Share; and
---	---
(h)	a voting exclusion statement is included in the Notice for Resolution 2.
---	---
4.4	Board recommendation
---	---

The Board (excluding Mr Todd Hannigan) recommends that Shareholders approve Resolution 2.

5	Resolution 3 – Issue of Placement Shares to Lorraine Martin
5.1	General
---	---

Resolution 3 seeks Shareholder approval, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, for the issue of 300,000 shares to Ms Lorraine Martin to raise A$300,000 under the Placement.

Refer to Section 3.1 for details of the Placement.

In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval.

Ms Lorraine Martin is a related party of the Company by virtue of being Director.

Resolution 3 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 3.

5.2	Listing Rule 10.11

In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval.

Resolution 2 seeks Shareholder approval to issue 300,000 Shares to Ms Lorraine Martin pursuant to and in accordance with Listing Rule 10.11 and all other purposes.

The effect of passing Resolution 2 will allow the Company to issue 300,000 Shares to Ms Lorraine Martin (and/or her respective nominees) without using up the Company's 15% placement capacity under Listing Rule 7.1.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required. Accordingly, the grant of 300,000 Shares to Ms Lorraine Martin (and/or her respective nominees) pursuant to Resolution 3 will not reduce the Company's 15% placement capacity for the purposes of Listing Rule 7.1 Exception 14.

If Resolution 3 is passed, the Company will proceed with the issue of the Shares no later than 1 month after the Meeting (or such longer period of time as ASX may in its discretion allow).

If Resolution 3 is not passed, the Company will not proceed with the issue of Shares to Ms Lorraine Martin.

5.3	Specific information required by Listing Rule 10.13

For the purposes of Shareholder approval of the issue of Shares to Ms Lorraine Martin and the requirements of Listing Rule 10.13, the following information is provided:

(a)	the Company intends to issue Shares under the Placement to Ms Lorraine Martin (and/or her nominees), a Director. Ms Lorraine Martin falls within Listing Rule 10.11.1 by virtue of being a Director;
(b)	a maximum of 300,000 Shares will be issued to Ms Lorraine Martin;
---	---
(c)	the Shares are all fully paid ordinary shares in the Company and will rank equally in all respects with the Company's existing Shares on issue;
---	---
(d)	the Shares will be issued no later than 1 month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);
---	---
(e)	the Shares will be issued at an issue price of A$1.00 per Share (the same as the issue price of the Placement Shares) to raise approximately A$300,000;
---	---
(f)	the purpose of the issue of the Shares is to raise approximately A$300,000 (before costs) and the funds raised from the issue will be applied to continue the scale-up and commercialization of IperionX’s patented titanium technologies,<br> including R&D activities and pre-development expenditures for the Titanium Demonstration Facility, advance the development of the Titan critical minerals project, including feasibility studies, permitting and ongoing land acquisition,<br> fund a portion of the Blacksand option payment obligations, and for general working capital (refer to Section 3.1 for further details);
---	---
(g)	the Shares will be issued under short form subscription letters pursuant to which Ms Lorraine Martin will receive, subject to Shareholder approval, Shares at an issue price of A$1.00 per Share; and
---	---
(h)	a voting exclusion statement is included in the Notice for Resolution 3.
---	---
5.4	Board recommendation
---	---

The Board (excluding Ms Lorraine Martin) recommends that Shareholders approve Resolution 3.

10 -

Schedule 1

Definitions

In the Notice and this Explanatory Memorandum words importing the singular include the plural and vice versa.

A$ means Australian Dollars.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

AWST means Australian Western Standard Time, being the time in Perth, Western Australia.

Board means the board of Directors.

Chair means the person appointed to chair the Meeting, or any part of the Meeting, convened by the Notice.

Company means IperionX Limited (ACN 618 935 372).

Director means a director of the Company.

Equity Security has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means the notice of meeting which comprises of the notice, agenda, Explanatory Memorandum and Proxy Form.

Placement has the meaning given in Section 3.1.

Placement Shares has the meaning given in Section 3.1.

Placement Participants has the meaning given in Section 3.1.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in the Notice.

Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

11 -

Exhibit 99.8

PRESS RELEASE	NASDAQ: IPX	ASX: IPX
June 16, 2023

RESULTS OF GENERAL MEETING

IperionX Limited (NASDAQ: IPX, ASX: IPX) (“IperionX” or “Company”) advises

        that a General Meeting of Shareholders was held today, June 16, 2023, at 9.00am \(AWST\).

The resolutions voted on were in accordance with the Notice of General Meeting previously advised to the Australian Securities Exchange (“ASX”).

All resolutions were decided on and carried by way of a poll.

About IperionX

IperionX’s mission is to be the leading developer of low-carbon titanium for advanced industries including space, aerospace, electric vehicles and 3D printing. IperionX’s breakthrough titanium technologies can produce titanium products that are low carbon and fully circular. IperionX is producing titanium metal powders from titanium scrap at its operational pilot facility in Utah and intends to scale production at a Titanium Demonstration Facility in Virginia. IperionX holds a 100% interest in the Titan Project, which has the largest JORC compliant resource of titanium, rare earth and zircon rich mineral sands in the United States.

This announcement has been authorized for release by the Company Secretary.

For further information and enquiries please contact:

info@iperionx.com

+1 980 237 8900

www.iperionx.com

North Carolina	Tennessee	Virginia	Utah
129 W Trade Street, Suite 1405<br><br> <br>Charlotte, NC 28202	279 West Main Street<br><br> <br>Camden, TN 38320	1030 Confroy Drive<br><br> <br>South Boston, VA 24592	1782 W 2300 S<br><br> <br>West Valley City, UT 84119

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

IperionX Limited

General Meeting

June 16, 2023

Resolution	Number of Proxy Votes				Number of Votes cast on the Poll			Result
	For	Against	Abstain	Proxy’s<br><br> <br>Discretion	For	Against	Abstain
1. Ratify the Issue of Placement Shares under Listing Rule 7.1	14,165,662	33,520	27,569,183	-	14,165,662<br><br> <br>(99.76%)	33,520<br><br> <br>(0.24%)	27,569,183	Carried on vote by poll
2. Issue of Placement Shares to Todd Hannigan	14,429,798	39,370	11,409,537	-	14,429,798<br><br> <br>(99.73%)	39,370<br><br> <br>(0.27%)	11,409,537	Carried on vote by poll
3. Issue of Placement Shares to Lorraine Martin	63,381,157	39,320	4,820	-	63,381,157<br><br> <br>(99.94%)	39,320<br><br> <br>(0.06%)	4,820	Carried on vote by poll

Exhibit 99.9

PRESS RELEASE	NASDAQ: IPX	ASX:<br> IPX
August 24, 2023

IPERIONX EARNS INTERNATIONAL RECOGNITION WITH R&D 100 AWARD

IperionX Limited (NASDAQ: IPX, ASX: IPX) is pleased to announce that it has won the prestigious R&D 100 award for its innovative Hydrogen Assisted Metallothermic Reduction (HAMR) titanium production process.

IperionX and the inventor of the technology, Dr. Zak Fang, have been recognized for HAMR – a low cost and sustainable process for producing titanium metal powder used for both additive manufacturing and traditional powder metallurgy manufacturing methods.

Titanium is a superior metal in many applications to both steel and aluminum, but its cost often limits its use to high performance applications. The breakthrough discovery made by Dr. Fang and the team at the University of Utah – that hydrogen can destabilize the bond between titanium and oxygen – led to the development of the innovative HAMR process.

The patented HAMR technology can produce titanium metal from either 100% recycled titanium scrap or from titanium minerals. The resulting high quality titanium powder can be used in additive manufacturing or powder metallurgy to deliver products in a broad range of demanding applications, including aerospace, defense, and biomedical, with dramatically lower costs and increased sustainability.

For more than 50 years, a large amount of effort has been applied to develop a new technology to replace the incumbent Kroll process in order to lower the cost and environmental impacts associated with the production of titanium metal. To date, these efforts have failed to meet quality requirements, cost reduction needs or commercial scalability.

In contrast to the Kroll process, the HAMR process uses low-temperature processing, cuts direct carbon emissions and substantially reduces the cost of producing titanium metal. When using 100% titanium scrap as feedstock, the HAMR process can create a circular supply chain for this advanced metal that is critical to America's economic future and national security.

Commercialization of the HAMR process has been successfully proven, with high-quality titanium powder currently being produced at IperionX's Industrial Pilot Facility in Salt Lake City, UT. To meet the increasing demand for sustainable and lower cost titanium metal, IperionX has advanced plans to build a larger titanium production facility in Halifax County, Virginia. Once commissioned, IperionX has well-defined plans to rapidly scale the capacity of this innovative titanium production facility in a low risk, modular fashion.

R&D 100 Awards

The R&D 100 Awards is the only global science and technology awards competition that recognizes new commercial products, technologies and materials for their technological significance.

The R&D 100 Awards are recognized in industry, government, and academia as a mark of excellence for the most innovative ideas of the year. Awards are based on the technology’s technical significance, uniqueness, and effectiveness when compared to competing technologies.

Since 1963, R&D 100 awards have been granted for breakthrough technologies including Polacolor film, the flashcube, the digital wristwatch, antilock brakes, the automated teller machine, the liquid crystal display, the halogen lamp, the fax machine and HDTV.

Anastasios (Taso) Arima, IperionX CEO said:

“It is pleasing that Dr. Zak Fang, his team at the University of Utah, and IperionX have been recognized for the development and commercialization of the HAMR technology to produce low cost, sustainable titanium metal powders, highlighting an important contribution to innovation and the significant progress made to develop and commercialize this truly revolutionary titanium technology.”

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

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

For further information and enquiries please contact:

info@iperionx.com

+1 704 461 8000

About IperionX

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

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

IperionX’s titanium metal and critical minerals are essential for advanced U.S. industries including space,

aerospace, defense, consumer electronics, hydrogen, electric vehicles and additive manufacturing.

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