☐ |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
N/A
|
|
|
(Translation of Registrant’s name into English)
|
(Jurisdiction of incorporation or organization)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered or to be registered:
|
|
|
The
|
(1) |
Evidenced by American Depositary Receipts
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
☒
|
Emerging growth company
|
|
4 |
||||
5 |
||||
9 |
||||
ITEM 1
|
9 |
|||
ITEM 2
|
9 |
|||
ITEM 3
|
9 |
|||
A.
|
9 | |||
B.
|
9 |
|||
C.
|
9 |
|||
D.
|
9 |
|||
ITEM 4
|
27 |
|||
A.
|
27 |
|||
B.
|
27 |
|||
C.
|
43 |
|||
D.
|
43 |
|||
ITEM 4A.
|
52 |
|||
ITEM 5.
|
52 |
|||
A.
|
53 |
|||
B.
|
55 |
|||
C.
|
57 |
|||
D.
|
57 |
|||
E.
|
57 |
|||
ITEM 6.
|
58 |
|||
A.
|
58 |
|||
B.
|
61 |
|||
C.
|
66 |
|||
D.
|
67 |
|||
E.
|
68 |
|||
ITEM 7.
|
68 |
|||
A.
|
68 |
|||
B.
|
70 |
|||
C.
|
70 |
|||
ITEM 8.
|
70 |
|||
A.
|
70 |
|||
B.
|
71 |
|||
ITEM 9.
|
71 |
|||
A.
|
71 |
|||
B.
|
71 |
|||
C.
|
71 |
|||
D.
|
71 |
|||
E.
|
71 |
|||
F.
|
71 |
|||
ITEM 10.
|
71 |
|||
A.
|
71 |
|||
B.
|
71 |
C.
|
86 |
|||
D.
|
86 |
|||
E.
|
86 |
|||
F.
|
94 |
|||
G.
|
94 |
|||
H.
|
94 |
|||
I.
|
94 |
|||
J.
|
94 |
|||
ITEM 11.
|
94 |
|||
ITEM 12.
|
96 |
|||
A.
|
96 |
|||
B.
|
96 |
|||
C.
|
96 |
|||
D.
|
96 |
|||
98 |
||||
ITEM 13.
|
98 |
|||
ITEM 14.
|
98 |
|||
ITEM 15.
|
98 |
|||
ITEM 16.
|
100 |
|||
ITEM 16A.
|
100 |
|||
ITEM 16B.
|
100 |
|||
ITEM 16C.
|
100 |
|||
ITEM 16D.
|
100 |
|||
ITEM 16E.
|
101 |
|||
ITEM 16F.
|
101 |
|||
ITEM 16G.
|
101 |
|||
ITEM 16H.
|
101 |
|||
101 |
||||
ITEM 17.
|
101 |
|||
ITEM 18.
|
101 |
|||
ITEM 19.
|
102 |
• |
Titanium: IperionX intends to scale the Technologies to produce high performance titanium alloys and products at lower costs, with zero Scope 1 and 2 emissions, from either scrap titanium or titanium
minerals. IperionX currently produces titanium products made from scrap titanium at our industrial pilot facility (“IPF”) in Utah, U.S. and plans to construct a larger-scale titanium production facility in Virginia, U.S.; and
|
• |
Critical minerals: IperionX owns the Titan critical minerals project (the “Titan Project”) in Tennessee, U.S., which is currently one of the largest titanium, zircon and rare-earth mineral resources,
reported in accordance with Item 1300 of Regulation S-K, in the United States. At full production, we anticipate that the Titan Project could produce approximately 100,000 tons per annum of titanium minerals that could potentially be used as
a feedstock to produce 100% American-made titanium alloys.
|
• |
“IperionX” refers to IperionX Limited, an Australian corporation;
|
• |
“the Company,” “the Group,” “we,” “us,” or “our” refer to IperionX and its consolidated subsidiaries, through which it conducts its business, unless otherwise indicated;
|
• |
“shares” or “ordinary shares” refers to ordinary shares of IperionX;
|
• |
“ADS” refers to the American depositary shares; and
|
• |
“ASX” refers to the Australian Securities Exchange.
|
ITEM 1 |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|
ITEM 2 |
OFFER STATISTICS AND EXPECTED TIMETABLE
|
ITEM 3 |
KEY INFORMATION
|
A. |
[Reserved]
|
B. |
Capitalization and Indebtedness
|
C. |
Reasons for the Offer and Use of Proceeds
|
D. |
Risk Factors
|
• |
it did not have jurisdiction;
|
• |
it was not an appropriate forum for such proceedings;
|
• |
applying Australian conflict of laws rule, U.S. law (including U.S. securities laws) did not apply to the relationship between holders of our ordinary shares or ADSs and us or our directors and officers; or
|
• |
the U.S. securities laws were of a public or penal nature and should not be enforced by the Australian court.
|
• |
effect service of process within the United States upon certain directors and executive officers or on us;
|
• |
enforce in U.S. courts judgments obtained against any of our directors and executive officers or us in the U.S. courts in any action, including actions under the civil liability provisions of U.S. securities
laws;
|
• |
enforce in U.S. courts judgments obtained against any of our directors and senior management or us in courts of jurisdictions outside the United States in any action, including actions under the civil liability
provisions of U.S. securities laws; or
|
• |
bring an action in an Australian court to enforce liabilities against any of our directors and executive officers or us based upon U.S. securities laws.
|
• |
Nasdaq’s requirement that our independent directors meet regularly in executive sessions. The ASX Listing Rules and the Corporations Act do not require the independent directors of an
Australian company to have such executive sessions and, accordingly, we have claimed this exemption.
|
• |
Nasdaq’s requirement that an issuer provide for a quorum as specified in its bylaws for any meeting of the holders of ordinary shares, which quorum may not be less than 33 1/3% of the
outstanding shares of an issuer’s voting ordinary shares. In compliance with Australian law, our Constitution provides that two shareholders present shall constitute a quorum for a general meeting.
|
• |
Nasdaq’s requirement that issuers obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions, changes of control or private placements of
securities, or the establishment or amendment of certain stock option, purchase or other compensation plans. Applicable Australian law and rules differ from Nasdaq requirements, with the ASX Listing Rules providing generally for prior
shareholder approval in numerous circumstances, including (i) issuance of equity securities exceeding 15% (or an additional 10% capacity to issue equity securities for the proceeding 12-month period if shareholder approval by special
resolution is sought at the Company’s annual general meeting) of our issued share capital in any 12-month period (but, in determining the available issue limit, securities issued under an exception to the rule or with shareholder approval are
not counted), (ii) issuance of equity securities to related parties (as defined in the ASX Listing Rules) and (iii) directors or their associates acquiring securities under an employee incentive plan.
|
• |
the last day of the fiscal year during which we have total annual gross revenues of US$1,235,000,000 (as such amount is indexed for inflation every five years by the SEC) or more;
|
• |
the last day of our fiscal year following the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act, which is
expected to be June 30, 2028, unless we change our fiscal year;
|
• |
the date on which we have, during the previous three-year period, issued more than US$1,000,000,000 in non-convertible debt; or
|
• |
the date on which we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 of the Exchange Act, which would occur as of the end of any fiscal year in which the market value of our ordinary
shares and ADSs that are held by non-affiliates exceeds US$700,000,000 as of the last day of our most recently completed second fiscal quarter.
|
• |
We have not sufficiently designed, implemented and documented internal controls at the entity level and across the key business and financial processes to allow us to achieve complete,
accurate and timely financial reporting.
|
• |
We have not designed and implemented controls to maintain appropriate segregation of duties in our manual and IT based business processes.
|
ITEM 4. |
INFORMATION ON THE COMPANY
|
A. |
History and Development of the Company
|
B. |
Business Overview
|
• |
Develop our first commercial scale titanium production facility in Virginia, United States.
|
• |
Vertically integrate the Technologies with titanium material feedstocks from the Titan Project to develop an end-to-end U.S.-based titanium and critical mineral supply chain.
|
• |
Continue to research, scale-up and commercialize the Technologies to produce titanium metal and metal powders for key markets, including consumer electronics, aerospace, space, defense,
medical, bicycles, additive manufacturing, hydrogen and automotive.
|
• |
Complete techno-economic evaluations, including working with current and potential customers to provide titanium metal powder samples and prototype titanium components produced with our
titanium metal powder using the Technologies.
|
• |
Continue to investigate alternative applications of the Technologies to additional value-added metal closed-loop production capabilities, including zircon and synthetic rutile, and the
potential production of rare earth elements.
|
• |
Continue discussions with current and potential customers and strategic partners for future production and sale of titanium metal products, titanium minerals and other critical minerals,
including, but not limited to rare earth elements.
|
• |
Continue to expand IperionX’s critical mineral land position in the United States, explore for additional critical minerals and secure relevant permit and zoning approvals.
|
• |
IperionX has exclusive commercial licensing rights to the patented Technologies.
|
• |
IperionX has an opportunity to capitalize on a broader market shift to low-carbon metal production.
|
• |
The Technologies provide options to use 100% recycled titanium metal feedstock in the production process.
|
• |
The Titan Project may potentially be a large future domestic source of valuable critical minerals.
|
• |
The Titan Project is located close to existing infrastructure and a skilled labor force.
|
• |
IperionX has an experienced management team.
|
• |
IperionX and a leading U.S. auto manufacturer are collaborating to design, test and additively manufacture a series of high-quality titanium components for future production vehicles;
|
• |
IperionX will supply titanium metal plate to the U.S. Army Combat Capabilities Development Command Ground Vehicle Systems Center (“DEVCOM GVSC”) for ballistic testing;
|
• |
IperionX has supplied watch case blanks made with its fully recycled, sustainable titanium powder to Panerai, a luxury manufacturer of high-end timepieces;
|
• |
IperionX is working with Canyon Bicycles (“Canyon”) to prototype parts using additive manufacturing and our low-carbon, recycled titanium metal powders; and
|
• |
IperionX is collaborating with Carver Pump to process its titanium scrap into high-grade, high-quality titanium powder for the production of prototype titanium components.
|
• |
IperionX has a non-binding MOU to potentially establish a partnership with Energy Fuels that aims to build an integrated, all-American rare earths supply chain. The MOU will evaluate the
potential supply of rare earth minerals from the Titan Project to Energy Fuels for value added processing at Energy Fuels’ White Mesa Mill. Rare earths may be valued as critical materials for magnet production essential for wind turbines,
electric vehicles, consumer electronics and military applications.
|
• |
IperionX has a non-binding MOU with Chemours to investigate a potential supply agreement between IperionX and Chemours for up to 50,000 metric tons of ilmenite, 10,000 metric tons of
rutile, and 10,000 metric tons of staurolite. Chemours operates one of the largest titanium dioxide plants at its New Johnsonville plant which is located approximately 20 miles from IperionX’s Titan Project in Tennessee.
|
• |
IperionX has a non-binding MOU with Mario Pilato BLAT S.A. for the potential supply of zircon products. The MOU contemplates a supply agreement for an initial five-year term on an agreed
market-based pricing methodology for the annual supply of up to 20,000 tons of zircon products from IperionX’s Titan Project in Tennessee.
|
• |
Fluctuations in the market prices for critical materials, titanium metal, titanium minerals and rare earth minerals;
|
• |
Fluctuating supplies of critical materials, titanium metal, titanium minerals and rare earth minerals;
|
• |
Fluctuating demand for critical materials, titanium metal, titanium minerals and rare earth minerals; and
|
• |
Metals and extraction activities of others.
|
• |
completing our exploration drilling program on initial land position and continuing to secure additional land leases to undertake additional exploration;
|
• |
undertaking necessary technical studies to assess the economic potential of the Titan Project and defining a critical minerals reserve base;
|
• |
completing required permitting and zoning activities;
|
• |
undertaking discussions with potential customers for future sale of titanium and other critical minerals, including rare earths;
|
• |
completing required financing activities;
|
• |
completing construction of the Titan Project’s minerals extraction and processing facilities; and
|
• |
commencing minerals extraction and processing activities to supply the United States demand for clean, low-cost domestic sources of titanium and other critical minerals, including rare
earths.
|
• |
Require notice to stakeholders of proposed and ongoing operations.
|
• |
Require the installation of pollution control equipment.
|
• |
Restrict the types, quantities and concentration of various substances that can be released into the environment in connection with minerals extraction or drilling activities.
|
• |
Limit or prohibit extraction or drilling activities on lands located within wetlands, areas inhabited by endangered species and other protected areas, or otherwise restrict or prohibit
activities that could impact the environment, including water resources.
|
• |
Impose substantial liabilities for pollution resulting from current or former operations on or for any preexisting environmental impacts at the Titan Project site.
|
• |
Require preparation of an Environmental Assessment or an Environmental Impact Statement.
|
• |
the last day of the fiscal year during which we have total annual gross revenues of US$1,235,000,000 (as such amount is indexed for inflation every five years by the SEC) or more;
|
• |
the last day of our fiscal year following the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the
Securities Act, which is expected to be June 30, 2028, unless we change our fiscal year;
|
• |
the date on which we have, during the previous three-year period, issued more than US$1,000,000,000 in non-convertible debt; or
|
• |
the date on which we are deemed to be a “large accelerated filer”, as defined in Rule 12b-2 of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur
as of the end of any fiscal year in which the market value of our ordinary shares and ADSs that are held by non-affiliates exceeds US$700,000,000 as of the last day of our most recently completed second fiscal quarter.
|
• |
Nasdaq’s requirement that our independent directors meet regularly in executive sessions. The ASX Listing Rules and the Corporations Act do not require the independent directors of an
Australian company to have such executive sessions and, accordingly, we have claimed this exemption.
|
• |
Nasdaq’s requirement that an issuer provide for a quorum as specified in its bylaws for any meeting of the holders of ordinary shares, which quorum may not be less than 33 1/3% of the
outstanding shares of an issuer’s voting ordinary shares. In compliance with Australian law, our Constitution provides that two shareholders present shall constitute a quorum for a general meeting.
|
• |
Nasdaq’s requirement that issuers obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions, changes of control or private placements of
securities, or the establishment or amendment of certain stock option, purchase or other compensation plans. Applicable Australian law and rules differ from Nasdaq requirements, with the ASX Listing Rules providing generally for prior
shareholder approval in numerous circumstances, including (i) issuance of equity securities exceeding 15% (or an additional 10% capacity to issue equity securities for the proceeding 12-month period if shareholder approval by special
resolution is sought at the Company’s annual general meeting) of our issued share capital in any 12-month period (but, in determining the available issue limit, securities issued under an exception to the rule or with shareholder approval are
not counted), (ii) issuance of equity securities to related parties (as defined in the ASX Listing Rules) and (iii) directors or their associates acquiring securities under an employee incentive plan.
|
• |
National Environmental Protection Act (“NEPA”), which requires careful evaluation of the environmental impacts of extraction operations that require federal approvals;
|
• |
Clean Air Act (“CAA”) and its amendments, which governs air emissions;
|
• |
Clean Water Act (“CWA”), which governs discharges to and excavations within the waters of the United States;
|
• |
Safe Drinking Water Act (“SDWA”), which governs the underground injection and disposal of wastewater;
|
• |
Resource Conservation and Recovery Act (“RCRA”), which governs the management of solid waste;
|
• |
Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), which imposes liability where hazardous substances have been released into the environment (commonly known
as Superfund); and
|
• |
Federal Mine Safety and Health Act, which established the primary safety and health standards regarding working conditions of employees engaged in extraction, related operations, and
preparation and milling of the minerals extracted, as well as the Occupation Safety and Health Act, which regulates the protection of the health and safety of workers to the extent such protection is not already addressed by the Federal Mine
Safety and Health Act.
|
• |
Require notice to stakeholders of proposed and ongoing operations.
|
• |
Require the installation of pollution control equipment.
|
• |
Restrict the types, quantities and concentration of various substances that can be released into the environment in connection with minerals extraction or drilling activities.
|
• |
Limit or prohibit extraction or drilling activities on lands located within wetlands, areas inhabited by endangered species and other protected areas, or otherwise restrict or prohibit
activities that could impact the environment, including water resources.
|
• |
Impose substantial liabilities for pollution resulting from current or former operations on or for any preexisting environmental impacts at the Titan Project site.
|
• |
Require preparation of an Environmental Assessment or an Environmental Impact Statement.
|
C. |
Organizational Structure
|
D. |
Property, Plant and Equipment
|
Product
|
2023 Metallurgical Test Work Recoveries
|
|
Rare Earths
|
83%
|
|
Rutile – Titanium
|
67%
|
|
Ilmenite – Titanium
|
80%
|
|
Premium Zircon
|
78%
|
• |
historical 2017 to 2021 annual average prices for ilmenite, rutile, rare earth concentrate and zircon as set out below;
|
• |
recovery factors of 82.6% for ilmenite, 60.9% for rutile, 77.1% for rare earth concentrate and 90.8% for zircon;
|
• |
operating cost estimates of $3.00/t ROM mining, $3.00/t ROM processing, $0.40/t ROM transport and $0.90/t ROM general and administrative costs; and
|
• |
a royalty of 5% is included in the cut-off grade.
|
Product
|
Historic
2017 – 2021
(annual average,
US$/t)
|
Spot
pricing*
|
Forecast
2023 - 2027
(annual average,
US$/t)
|
Forecast
2028+
(annual average,
US$/t)
|
Rare earth concentrate
|
$4,821**
|
$11,180 - $12,850
|
$14,325
|
$17,690
|
Rutile
|
$1,030
|
$1,960 - $2,280
|
$1,475
|
$1,285
|
Chloride Ilmenite
|
$200
|
$390 - $470
|
$305
|
$310
|
Zircon (premium)
|
$1,405
|
$2,500 - $3,025
|
$2,240
|
$1,685
|
Zircon (concentrate)
|
$630
|
$945 - $1,330
|
$1,010
|
$760
|
Rare Earth Oxide
|
Historic
2017 - 2021
(annual average
US$/kg)*
|
Spot
Pricing**
(US$/kg)
|
Forecast
2023 - 2027
(annual average
US$/kg)
|
Forecast
2028+
(annual average
US$/kg)
|
Lanthanum
|
$1.8
|
$1.2
|
$1.4
|
$1.4
|
Cerium
|
$1.8
|
$1.3
|
$1.5
|
$1.5
|
Praseodymium
|
$64.1
|
$143.9
|
$194.4
|
$242.4
|
Neodymium
|
$58.5
|
$143.9
|
$204.6
|
$255.1
|
Samarium
|
$2.0
|
$3.3
|
$4.9
|
$6.8
|
Europium
|
$36.4
|
$27.6
|
$34.5
|
$40.2
|
Gadolinium
|
$26.5
|
$79.0
|
$108.1
|
$130.1
|
Terbium
|
$692.2
|
$2,109.6
|
$2,419.6
|
$2,935.2
|
Dysprosium
|
$254.6
|
$371.2
|
$565.5
|
$690.6
|
Holmium
|
$76.6
|
$193.1
|
$295.5
|
$337.1
|
Erbium
|
$26.7
|
$53.7
|
$64.8
|
$73.9
|
Ytterbium
|
$16.2
|
$14.8
|
$18.6
|
$21.7
|
Lutetium
|
$666.1
|
$782.7
|
$900.9
|
$1,051.0
|
Yttrium
|
$3.8
|
$12.3
|
$16.1
|
$22.7
|
Product
|
Product specification requirements
|
Rare earth concentrate
|
Mineral rare earth concentrate with 58.68 weight % total rare earth oxides (TREO) - as set out in the table below. Value of rare earth concentrate calculated as 31% value of contained TREO plus 10% premium for
Titan Project’s heavy rare earth enrichment.
|
Rutile
|
Bulk rutile with titanium dioxide content (TiO2) of 94% - 96%
|
Chloride Ilmenite
|
Chloride ilmenite with titanium dioxide content (TiO2) of 58% - 65%
|
Zircon (premium)
|
Premium bulk zircon with ZrO2 + HfO2 >66%
|
Zircon (concentrate)
|
Zircon concentrate with ZrO2 + HfO2 >30%
|
Rare Earth Oxide
|
Concentration (weight %)
|
La
|
10.50%
|
Ce
|
21.90%
|
Pr
|
2.59%
|
Nd
|
9.85%
|
Sm
|
1.80%
|
Eu
|
0.15%
|
Gd
|
1.48%
|
Tb
|
0.20%
|
Dy
|
1.19%
|
Ho
|
0.22%
|
Er
|
0.66%
|
Tm
|
0.09%
|
Yb
|
0.54%
|
Lu
|
0.08%
|
Y
|
7.43%
|
TREO
|
58.68%
|
Resource
Category
|
Metric tons
(in
millions)
|
Grade
(THM
%)
|
THM
(million
metric tons)
|
Cut-off
grade
(THM
%)
|
THM assemblage
|
||||
Zircon
(% of
THM)
|
Rutile
(% of
THM)
|
Ilmenite
(% of
THM)
|
REE
(% of
THM)
|
Staurolite
(% of
THM)
|
|||||
Measured
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Indicated
|
241
|
2.2
|
5.3
|
0.4
|
11.3
|
9.3
|
39.7
|
2.1
|
15.6
|
Inferred
|
190
|
2.2
|
4.2
|
0.4
|
11.7
|
9.7
|
41.2
|
2.2
|
13.7
|
Total
|
431
|
2.2
|
9.5
|
0.4
|
11.5
|
9.5
|
40.3
|
2.1
|
14.8
|
Titan Project Average Annual Production
Targets over 25-year mine life :
|
||
Ilmenite
|
95,500 t/y
|
|
Rutile
|
16,700 t/y
|
|
Monazite
|
4,600 t/y
|
|
Zircon - premium
|
22,400 t/y
|
|
Zircon - concentrate
|
16,000 t/y
|
ITEM 4A. |
UNRESOLVED STAFF COMMENTS
|
ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
A. |
Operating Results
|
Year ended
June 30,
2023
|
Year ended
June 30,
2022
|
|||||||
US$
|
US$
|
|||||||
Continuing operations
|
||||||||
Exploration and evaluation expenses
|
(2,826,397
|
)
|
(6,189,159
|
)
|
||||
Research and development costs
|
(5,600,653
|
)
|
(1,079,109
|
)
|
||||
Corporate and administrative expenses
|
(3,990,672
|
)
|
(3,056,249
|
)
|
||||
Business development expenses
|
(2,654,420
|
)
|
(3,205,162
|
)
|
||||
Share-based payment expenses
|
(2,589,413
|
)
|
(8,340,328
|
)
|
||||
Finance income
|
494,469
|
401,045
|
||||||
Finance costs
|
(88,138
|
)
|
(52,275
|
)
|
||||
Other income and expenses
|
(189,530
|
)
|
-
|
|||||
Loss before income tax
|
(17,444,754
|
)
|
(21,521,237
|
)
|
Year ended
June 30, 2023
|
Year ended
June 30, 2022
|
|||||||
US$
|
US$
|
|||||||
Net cash provided by (used in):
|
||||||||
Operating activities
|
(15,864,394
|
)
|
(12,134,077
|
)
|
||||
Investing activities
|
(5,705,586
|
)
|
(3,066,467
|
)
|
||||
Financing activities
|
27,892,509
|
19,392,099
|
||||||
Net increase in cash and cash equivalents
|
6,322,529
|
4,191,555
|
Name
|
Age
|
Position
|
||
Anastasios (Taso) Arima
|
39
|
Chief Executive Officer and Managing Director
|
||
Toby E. Symonds
|
55
|
President and Chief Strategy Officer
|
||
Todd W. Hannigan
|
50
|
Executive Chairman
|
||
Gregory D. Swan
|
41
|
Chief Financial Officer and Company Secretary
|
||
Lorraine M. Martin
|
61
|
Independent Non-Executive Director
|
||
Vaughn W. Taylor
|
39
|
Independent Non-Executive Director
|
||
Melissa G. Waller
|
53
|
Independent Non-Executive Director
|
||
Beverly M. Wyse
|
61
|
Independent Non-Executive Director
|
||
Dominic P. Allen
|
40
|
Chief Commercial Officer
|
||
Jeanne McMullin
|
56
|
Chief Legal Officer
|
||
Scott Sparks
|
60
|
Chief Operating Officer
|
||
Marcela Castro |
51 |
Chief Accounting Officer |
• |
recruit, incentivise and retain KMP and other key employees and contractors needed to achieve the Group’s business objectives;
|
• |
link the reward of key staff with the achievement of strategic goals and the long-term performance of the Group;
|
• |
align the financial interest of participants of the Plan with those of Shareholders; and
|
• |
provide incentives to participants of the Plan to focus on superior performance that creates Shareholder value.
|
Short-term benefits
|
||||||||||||||||||||||||||||||||
2023
|
Salary & fees
US$
|
Cash bonus
US$
|
Other
US$
|
Post-employ-ment benefits
US$
|
Terminat
-ion benefits
US$
|
Share-
based payments
US$
|
Total
US$
|
Perform-ance related
%
|
||||||||||||||||||||||||
Directors
|
||||||||||||||||||||||||||||||||
Todd Hannigan
|
190,000
|
100,000
|
-
|
24,938
|
-
|
408,520
|
723,458
|
70
|
%
|
|||||||||||||||||||||||
Anastasios Arima
|
240,000
|
100,000
|
11,659
|
-
|
-
|
-
|
351,659
|
28
|
%
|
|||||||||||||||||||||||
Lorraine Martin
|
60,000
|
-
|
-
|
-
|
-
|
102,936
|
162,936
|
63
|
%
|
|||||||||||||||||||||||
Vaughn Taylor
|
70,000
|
-
|
-
|
7,350
|
-
|
15,720
|
93,070
|
17
|
%
|
|||||||||||||||||||||||
Melissa Waller
|
65,000
|
-
|
-
|
-
|
-
|
102,936
|
167,936
|
61
|
%
|
|||||||||||||||||||||||
Beverly Wyse
|
70,000
|
-
|
-
|
-
|
-
|
102,936
|
172,936
|
60
|
%
|
|||||||||||||||||||||||
Other KMP
|
||||||||||||||||||||||||||||||||
Toby Symonds
|
230,000
|
100,000
|
32,936
|
2,300
|
-
|
799,060
|
1,164,296
|
77
|
%
|
|||||||||||||||||||||||
Scott Sparks (1)
|
132,500
|
50,000
|
13,697
|
5,300
|
-
|
20,958
|
222,455
|
32
|
%
|
|||||||||||||||||||||||
Dominic Allen
|
195,036
|
72,000
|
34,048
|
1,215
|
-
|
-
|
302,299
|
24
|
%
|
|||||||||||||||||||||||
Jeanne McMullin
|
185,000
|
100,000
|
32,936
|
6,400
|
-
|
97,316
|
421,652
|
47
|
%
|
|||||||||||||||||||||||
Gregory Swan (2)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
0
|
%
|
|||||||||||||||||||||||
Lamont Leatherman (3)
|
25,000
|
-
|
-
|
-
|
-
|
-
|
25,000
|
0
|
%
|
|||||||||||||||||||||||
Total
|
1,462,536
|
522,000
|
125,276
|
47,503
|
-
|
1,650,382
|
3,807,697
|
(1) |
Mr. Sparks was appointed effective September 1, 2022.
|
(2) |
Mr. Swan provides services as the Chief Financial Officer and Company Secretary through a services agreement with Apollo Group Pty Ltd (“Apollo”). During the year, Apollo was paid or is
payable A$318,000 for the provision of serviced office facilities and administrative, accounting and company secretarial services to the Group.
|
(3) |
Mr. Leatherman ceased to be a KMP effective November 30, 2022.
|
C.
|
Board Practices
|
• |
act honestly, in good faith and in the best interests of the Company as a whole;
|
• |
exercise their duty to use due care and diligence in fulfilling the functions of their position;
|
• |
recognize that their primary responsibility is to the Company’s shareholders as a whole;
|
• |
not take advantage of their position for personal gain, or the gain of their associates; and
|
• |
preserve the confidentiality of sensitive information of the Company.
|
D.
|
Employees |
United States
|
Australia
|
Canada
|
||||||||||
Employees
|
30
|
-
|
-
|
|||||||||
Employee Contractors
|
23
|
3
|
3
|
E.
|
Share Ownership
|
Ordinary Shares
Beneficially Owned(1)
|
||||||||
Shareholder
|
Number
|
Percent
|
||||||
Officers and Directors
|
||||||||
Anastasios (Taso) Arima
|
5,086,446
|
2.6
|
%
|
|||||
Todd W. Hannigan
|
16,579,717
|
8.5
|
%
|
|||||
Toby E. Symonds
|
—
|
—
|
||||||
Gregory D. Swan
|
2,250,000
|
1.2
|
%
|
|||||
Lorraine M. Martin
|
433,334
|
—
|
||||||
Vaughn W. Taylor
|
376,829
|
—
|
||||||
Melissa G. Waller
|
133,334
|
—
|
||||||
Beverly M. Wyse
|
133,334
|
—
|
||||||
Scott Sparks
|
—
|
—
|
||||||
Dominic P. Allen
|
3,352,500
|
1.7
|
%
|
|||||
Jeanne McMullin
|
—
|
—
|
||||||
Officers and directors as a group (11 persons)
|
28,345,493
|
14.5
|
%
|
* |
Represents beneficial ownership of less than 1% of the outstanding ordinary shares of IperionX.
|
(1) |
Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared
voting or investment power of that security, including options, RSUs, and performance rights that are currently exercisable or exercisable within 60 days of June 30, 2023.
|
ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
Ordinary Shares
Beneficially Owned
|
||||||||
Shareholder
|
Number
|
Percent
|
||||||
FIL Limited (Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, HM19)
|
18,974,648
|
9.8
|
%
|
|||||
FMR LLC (1 St. Martin’s Le Grand, London, EC1A 4AS, United Kingdom)
|
16,789,000
|
8.7
|
%
|
|||||
DITM Holdings Pty Ltd (15 Lennox Street, Mosman, NSW, 2088, Australia)(1)
|
16,579,717
|
8.5
|
%
|
|||||
B. Riley Financial, Inc. (11100 Santa Monica Blvd, Suite 800, Los Angeles, CA 90025)
|
10,000,000
|
5.1
|
%
|
(1) |
DITM Holdings Pty Limited is an Australian corporation controlled by Mr. Todd Hannigan.
|
• |
FMR LLC became a substantial shareholder on August 31, 2021, when it acquired 13,499,999 ordinary shares, or 9.7% of the total voting power, pursuant to a private placement by the
Company. On February 9, 2023, FMR LLC reported it beneficially owned 16,789,000 ordinary shares, or 9.8% of the total voting power, as of December 31, 2022.
|
• |
FIL Limited became a substantial shareholder on September 14, 2022, when it acquired 11,412,500 ordinary shares, or 6.7% of the total voting power, pursuant to a private placement by
the Company. On April 13, 2023, FIL Limited had a change in substantial holding (due to additional purchases) and reported it held 13,423,474 ordinary shares, or 7.8% of the total voting power, as of that date. On February 9, 2023, FIL
Limited reported it beneficially owned 11,459,398 ordinary shares, or 6.7% of the total voting power, as of December 31, 2022. On May 10, 2023, FIL Limited had a change in substantial holding (due to additional purchases) and reported it
held 18,974,648 ordinary shares, or 9.9% of the total voting power, as of that date.
|
• |
DITM Holdings Pty Ltd became a substantial shareholder on December 1, 2020, when it reported that it held 4,618,357 ordinary shares, or 5.3% of the total voting power, as of that date.
On January 27, 2021, DITM Holdings Pty Ltd had a change in substantial holding (due to additional purchases) and reported it held 7,951,691 ordinary shares, or 8.1% of the total voting power, as of that date. On August 31, 2021, DITM
Holdings Pty Ltd had a change in substantial holding (due to additional purchases) and reported it held 9,069,086 ordinary shares, or 6.5% of the total voting power, as of that date. On December 13, 2021, DITM Holdings Pty Ltd had a
change in holding (due to additional purchases) and reported it held 9,415,927 ordinary shares, or 6.8% of the total voting power, as of that date. On May 5, 2022, DITM Holdings Pty Ltd had a change in holding (due to additional
purchases) and reported it held 10,412,842 ordinary shares, or 7.4% of the total voting power, as of that date. On May 5, 2022, DITM Holdings Pty Ltd had a change in holding (due to additional purchases) and reported it held 10,412,842
ordinary shares, or 7.4% of the total voting power, as of that date. On February 14, 2023, DITM Holdings Pty Ltd reported it beneficially owned 15,031,747 ordinary shares, or 8.6% of the total voting power, as of December 31, 2022
(consisting of 12,931,747 ordinary shares and 2,100,000 ordinary shares underlying options that are exercisable within 60 days of December 31, 2022). On May 8, 2023, DITM Holdings Pty Ltd reported it had purchased an additional 847,970
ordinary shares. On June 26, 2023, DITM Holdings Pty Ltd reported it had purchased an additional 700,000 ordinary shares, and beneficially owned 16,579,717 ordinary shares, or 8.5% of the total voting power, as of that date (consisting of
14,479,717 ordinary shares and 2,100,000 ordinary shares underlying options that are exercisable within 60 days). DITM Holdings Pty Ltd is an entity associated with Mr. Todd Hannigan, Director of the Company.
|
• |
B. Riley Financial, Inc. and its controlled entities became a substantial shareholder on September 14, 2022, when it acquired 9,000,000 ordinary shares, or 5.3% of the total voting power,
pursuant to a private placement by the Company.
|
• |
Arredo Pty Ltd became a substantial shareholder on December 1, 2020, when it reported that it held 5,475,000 ordinary shares, or 6.3% of the total voting power, as of that date. Arredo
Pty Ltd ceased to be a substantial holder on August 31, 2021 (due to dilution);
|
• |
Syracuse Capital Pty Ltd became a substantial shareholder on June 18, 2019, when it reported that it held 2,107,784 ordinary shares, or 6.8% of the total voting power, as of that date. On
October 29, 2019, Syracuse Capital Pty Ltd had a change in substantial holding (due to additional purchases) and reported it held 2,364,854 ordinary shares, or 7.5% of the total voting power, as of that date. On April 20, 2020, Syracuse
Capital Pty Ltd had a change in substantial holding (due to additional purchases) and reported it held 2,919,778 ordinary shares, or 9.3% of the total voting power, as of that date. On September 24, 2020, Syracuse Capital Pty Ltd had a
change in substantial holding (due to additional purchases) and reported it held 3,464,944 ordinary shares, or 11.0% of the total voting power, as of that date. Syracuse Capital Pty Ltd ceased to be a substantial holder on February 1, 2021
(due to dilution);
|
• |
IPConcept (Luxembourg) S.A. became a substantial shareholder on October 21, 2020, when it reported that it held 1,700,000 ordinary shares, as of that date. IPConcept (Luxembourg) S.A.
ceased to be a substantial holder on December 7, 2021 (due to dilution);
|
• |
Mounts Bay Investments Pty Ltd became a substantial shareholder on April 16, 2018, when it reported that it held 1,874,444 ordinary shares, or 6.1% of the total voting power, as of that
date. On August 3, 2018, Mounts Bay Investments Pty Ltd had a change in substantial holding (due to additional purchases) and reported it held 1,909,444 ordinary shares, or 6.2% of the total voting power, as of that date. On September 24,
2020, Mounts Bay Investments Pty Ltd had a change in substantial holding (due to additional purchases) and reported it held 2,269,444 ordinary shares, or 7.2% of the total voting power, as of that date. Mounts Bay Investments Pty Ltd ceased
to be a substantial holder on December 2, 2020 (due to dilution); and
|
• |
Mr. Patric Glovac became a substantial shareholder on November 3, 2020, when he reported that he held 1,859,445 ordinary shares, or 5.7% of the total voting power, as of that date. Mr.
Patric Glovac ceased to be a substantial holder on December 2, 2020 (due to dilution).
|
B.
|
Related Party Transactions
|
C.
|
Interests of Experts and Counsel
|
ITEM 8. |
FINANCIAL INFORMATION.
|
A.
|
Consolidated Statements and Other Financial Information.
|
ITEM 9. |
THE OFFER AND LISTING
|
A.
|
Offer and Listing Details
|
ITEM 10. |
ADDITIONAL INFORMATION
|
• |
a special resolution passed by members holding shares in that class; or
|
• |
the written consent of members who are entitled to at least 75% of the votes that may be cast in respect of shares in that class.
|
• |
the acquisition of a substantial interest if the Australian corporation is valued in excess of the applicable monetary threshold (see below);
|
• |
any direct investment by a foreign government investor;
|
• |
any acquisition of shares in an Australian land corporation; and
|
• |
any proposed direct investment in a national security business (including starting such a business) or proposed investment in national security land.
|
• |
a natural person not ordinarily resident in Australia;
|
• |
a corporation in which a natural person not ordinarily resident in Australia, or a corporation incorporated outside of Australia, holds direct or indirect, actual or potential, voting
power of 20% or more;
|
• |
a corporation in which two or more persons, each of whom is either a non-Australian resident or a non-Australian corporation, hold direct or indirect, actual or potential, voting power in
aggregate of 40% or more;
|
• |
a trustee of a trust estate in which a non-Australian resident or non-Australian corporation holds 20% or more of the corpus or income of the trust estate;
|
• |
a trustee of a trust estate in which two or more persons, each of whom is either a non-Australian resident or a non-Australian corporation, hold in aggregate 40% or more of the corpus or
income of the trust estate; or
|
• |
a foreign government investor,
|
• |
the person’s spouse or de facto partner, lineal ancestors and descendants, and siblings;
|
• |
any partner of the person;
|
• |
any corporation of which the person is an officer, any officer of a corporation (where the person is a corporation), employers and employees, any employee of a natural person of whom the
person is an employee;
|
• |
any corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person or, where
the person is a corporation, of the directors of the person;
|
• |
any corporation in accordance with the directions, instructions or wishes of which, or of the directors of which, the person is accustomed or under an obligation, whether formal or
informal, to act;
|
• |
any corporation in which the person holds a substantial interest;
|
• |
where the person is a corporation-a person who holds a substantial interest in the corporation;
|
• |
the trustee of a trust estate in which the person holds a substantial interest;
|
• |
where the person is the trustee of a trust estate-a person who holds a substantial interest in the trust estate;
|
• |
any person who is an associate of any other person who is an associate of the person.
|
• |
control of 20% or more of the actual or potential voting power or issued shares in a target by a single foreign person (together with associates); or
|
• |
control of 40% or more of the actual or potential voting power or issued shares in a target by multiple foreign persons (together with associates).
|
• |
preferential, special or veto voting rights;
|
• |
the ability to appoint directors or asset managers;
|
• |
contractual agreements including, but not restricted to, agreements for loans, provision of services and off take agreements; or
|
• |
building or maintaining a strategic or long-term relationship with a target entity.
|
• |
a body politic of a foreign country;
|
• |
entities in which governments, their agencies or related entities from a single foreign country have an aggregate interest (direct or indirect) of 20% or more;
|
• |
entities in which governments, their agencies or related entities from more than one foreign country have an aggregate interest (direct or indirect) of 40% or more; or
|
• |
entities that are otherwise controlled by foreign governments, their agencies or related entities, and any associates, or could be controlled by them including as part of a controlling
group.
|
• |
is a responsible entity (within the meaning of the Security of Critical Infrastructure Act 2018 as enacted) for an asset;
|
• |
is an entity that is a direct interest holder in relation to a critical infrastructure asset (within the meaning of those terms in the Security of Critical Infrastructure Act 2018 as
enacted);
|
• |
is a carrier or nominated carriage service provider to which the Telecommunications Act 1997 applies;
|
• |
develops, manufacturers or supplies critical goods or critical technology that are, or are intended to be, for a military use, or an intelligence use, by defense and intelligence
personnel, the defense force of another country, or a foreign intelligence agency;
|
• |
provides, or intends to provide, critical services to defense and intelligence personnel, the defense force of another country, or a foreign intelligence agency;
|
• |
stores or has access to information that has a security classification;
|
• |
stores or maintains personal information of defense and intelligence personnel collected by the Australian Defence Force, the Defence Department or an agency in the national intelligence
community which, if accessed, could compromise Australia’s national security;
|
• |
collects, as part of an arrangement with the Australian Defence Force, the Defence Department or an agency in the national intelligence community, personal information on defence and
intelligence personnel which, if disclosed, could compromise Australia’s national security; or
|
• |
stores, maintains or has access to personal information on defense and intelligence personnel which, if disclosed, could compromise Australia’s national security.
|
• |
“Defence” premises within the meaning of section 71A of the Defence Act 1903. This includes all land owned or occupied by Defence, including buildings, structures and Defence prohibited
areas. The definition excludes subparagraph (a)(iii) of the definition which relates to vehicles, vessels or aircraft; or
|
• |
land in which an agency in the national intelligence community has an interest, if the existence of the interest is publicly known or could be known upon the making of reasonable
inquiries.
|
• |
begins to have, or ceases to have, a substantial holding in a listed company;
|
• |
has a substantial holding in a listed company and there is movement by at least 1 percent in their holding; or
|
• |
makes a takeover bid for securities of the listed company,
|
• |
is the holder of the securities;
|
• |
has power to exercise, or control the exercise of, a right to vote attached to the securities; or
|
• |
has the power to dispose of, or control the exercise of a power to dispose of, the securities (including any indirect or direct power or control).
|
• |
has entered or enters into an agreement with another person with respect to the securities;
|
• |
has given or gives another person an enforceable right, or has been or is given an enforceable right by another person, in relation to the securities; or
|
• |
has granted or grants an option to, or has been or is granted an option by, another person with respect to the securities, and the other person would have a relevant interest in the
securities if the agreement were performed, the right enforced or the option exercised, the other person is taken to already have a relevant interest in the securities.
|
• |
when the acquisition results from the acceptance of an offer under a formal takeover bid;
|
• |
when the acquisition is conducted on market by or on behalf of the bidder under a takeover bid and the acquisition occurs during the bid period;
|
• |
when shareholders of IperionX approve the takeover by resolution passed at general meeting;
|
• |
an acquisition by a person if, throughout the six months before the acquisition, that person or any other person has had voting power in IperionX of at least 19% and, as a result of the
acquisition, none of the relevant persons would have voting power in IperionX more than three percentage points higher than they had six months before the acquisition;
|
• |
as a result of a rights issue;
|
• |
as a result of dividend reinvestment schemes;
|
• |
as a result of underwriting arrangements;
|
• |
through operation of law;
|
• |
an acquisition that arises through the acquisition of a relevant interest in another listed company;
|
• |
arising from an auction of forfeited shares conducted on market; or
|
• |
arising through a compromise, arrangement, liquidation or buy-back.
|
• |
Cash. The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it
can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the
foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will
not be liable for any interest.
|
• | Shares. The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution. |
• | Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer. |
• |
Other Distributions. The depositary will send to ADS holders anything else we distribute on deposited securities by any means
it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may
decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory
evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may
restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
|
• |
60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;
|
• |
we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs on another exchange in the United States or make arrangements for trading of
ADSs on the U.S. over-the-counter market;
|
• |
we delist our shares from an exchange outside the United States on which they were listed and do not list the shares on another exchange outside the United States;
|
• |
the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933;
|
• |
we appear to be insolvent or enter insolvency proceedings;
|
• |
all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;
|
• |
there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
|
• |
there has been a replacement of deposited securities.
|
• |
are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary
duty to holders of ADSs;
|
• |
are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from
performing our or its obligations under the deposit agreement;
|
• |
are not liable if we or it exercises discretion permitted under the deposit agreement;
|
• |
are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the
deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;
|
• |
have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;
|
• |
may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person;
|
• |
are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and
|
• |
the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a
result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.
|
• |
payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited
securities;
|
• |
satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
|
• |
compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.
|
• |
when temporary delays arise because: (i) the depositary has closed its transfer books, or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a
shareholders’ meeting; or (iii) we are paying a dividend on our ordinary shares;
|
• |
when you owe money to pay fees, taxes and similar charges; or
|
• | when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities. |
• |
insurance companies;
|
• |
banks or other financial institutions;
|
• |
individual retirement and other tax-deferred accounts;
|
• |
regulated investment companies;
|
• |
real estate investment trusts;
|
• |
individuals who are former U.S. citizens or former long-term U.S. residents;
|
• |
brokers, dealers or traders in securities, commodities or currencies;
|
• |
traders that elect to use a mark-to-market method of accounting;
|
• |
persons holding our ADSs or ordinary shares through a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) or S corporation;
|
• |
persons that received ADSs or ordinary shares as compensation for the performance of services;
|
• |
grantor trusts;
|
• |
tax-exempt entities;
|
• |
persons that hold ADSs or ordinary shares as a position in a straddle or as part of a hedging, constructive sale, conversion or other integrated transaction for U.S. federal income tax
purposes;
|
• |
persons that have a functional currency other than the U.S. dollar;
|
• |
persons that own (directly, indirectly or constructively) 10% or more of our equity (by vote or value); or
|
• |
persons that are not U.S. Holders.
|
• |
an individual who is a citizen or resident of the United States;
|
• |
a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or
the District of Columbia;
|
• |
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
|
• |
a trust (i) the administration of which is subject to the primary supervision of a court in the United States and for which one or more U.S. persons have the authority to control all
substantial decisions or (ii) that has an election in effect under applicable income tax regulations to be treated as a U.S. person for U.S. federal income tax purposes.
|
ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
Persons depositing or withdrawing ordinary shares or ADS holders must pay the depositary:
|
For:
|
||
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
|
•
|
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
|
|
•
|
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
|
||
US$0.05 (or less) per ADS
|
•
|
Any cash distribution to ADS holders
|
|
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs
|
•
|
Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
|
|
US$0.05 (or less) per ADS per calendar year
|
•
|
Depositary services
|
|
Registration or transfer fees
|
•
|
Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
|
|
Expenses of the depositary
|
•
|
Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement)
|
|
•
|
Converting foreign currency to U.S. dollars
|
||
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes
|
•
|
As necessary
|
|
Any charges incurred by the depositary or its agents for servicing the deposited securities
|
•
|
As necessary
|
ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|
ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
ITEM 15. |
CONTROLS AND PROCEDURES
|
• |
We have not sufficiently designed, implemented and documented internal controls at the entity level and across the key business and financial processes to allow us to achieve complete,
accurate and timely financial reporting.
|
• |
We have not designed and implemented controls to maintain appropriate segregation of duties in our manual and IT based business processes.
|
• |
establishing effective monitoring and oversight controls for non-recurring and complex transactions to ensure the accuracy and completeness of our company’s consolidated financial
statements and related disclosures;
|
• |
implementing formal processes and controls to identify, monitor and mitigate segregation of duties conflicts, and
|
• |
improving our IT systems and monitoring of the IT function. We may incur substantial costs related to remediation of material weaknesses and to developing, implementing and testing
changes to our internal controls.
|
ITEM 16. |
[RESERVED]
|
ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT
|
ITEM 16B. |
CODE OF ETHICS
|
ITEM 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Services Rendered
|
Fiscal 2023
|
Fiscal 2022
|
|||
Audit or review of financial reports
|
US$
|
386,587
|
US$
|
561,970
|
|
Other
|
-
|
-
|
|||
Total
|
US$
|
386,587
|
US$
|
561,970
|
ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
ITEM 16F. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
|
ITEM 16G. |
CORPORATE GOVERNANCE
|
• |
Nasdaq’s requirement that our independent directors meet regularly in executive sessions. The ASX Listing Rules and the Corporations Act do not require the independent directors of an
Australian company to have such executive sessions and, accordingly, we have claimed this exemption.
|
• |
Nasdaq’s requirement that an issuer provide for a quorum as specified in its bylaws for any meeting of the holders of ordinary shares, which quorum may not be less than 33 1/3% of the
outstanding shares of an issuer’s voting ordinary shares. In compliance with Australian law, our Constitution provides that two shareholders present shall constitute a quorum for a general meeting.
|
• |
Nasdaq’s requirement that issuers obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions, changes of control or private placements of
securities, or the establishment or amendment of certain stock option, purchase or other compensation plans. Applicable Australian law and rules differ from Nasdaq requirements, with the ASX Listing Rules providing generally for prior
shareholder approval in numerous circumstances, including (i) issuance of equity securities exceeding 15% (or an additional 10% capacity to issue equity securities for the proceeding 12-month period if shareholder approval by special
resolution is sought at the Company’s annual general meeting) of our issued share capital in any 12-month period (but, in determining the available issue limit, securities issued under an exception to the rule or with shareholder approval
are not counted), (ii) issuance of equity securities to related parties (as defined in the ASX Listing Rules) and (iii) directors or their associates acquiring securities under an employee incentive plan.
|
ITEM 16H. |
MINE SAFETY DISCLOSURE
|
ITEM 17. |
FINANCIAL STATEMENTS
|
ITEM 18. |
FINANCIAL STATEMENTS
|
ITEM 19. |
EXHIBITS.
|
Exhibit
Number
|
|
Description
|
|
|
|
|
Certificate of the Registration of IperionX Limited (formerly Hyperion Metals Limited) (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form 20-F, filed
on March 29, 2022)
|
|
|
|
|
|
Constitution of IperionX Limited (formerly Hyperion Metals Limited) (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form 20-F, filed on March 29, 2022)
|
|
|
|
|
|
Deposit Agreement among IperionX Limited, The Bank of New York Mellon, and Owners and Holders of American Depositary Shares (incorporated by reference to Exhibit 2.1 to the Company’s
Registration Statement on Form 20-F, filed on June 10, 2022)
|
|
|
|
|
|
Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 2.1)
|
|
|
|
|
|
Description of Share Capital (incorporated by reference to Exhibit 2.3 to the Company’s Annual Report on Form 20-F, filed on August 26, 2022)
|
|
|
|
|
|
Option Agreement by and among Hyperion Materials & Technologies, LLC, IperionX Limited (formerly Hyperion Metals Limited) and Blacksand Technology, LLC and its members, dated October 20,
2021 (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 20-F, filed on March 29, 2022)
|
|
|
|
|
|
Option of Exclusive License Agreement between Hyperion Materials & Technologies, LLC and Blacksand Technology, LLC, dated February 13, 2021 (incorporated by reference to Exhibit 4.2 to
the Company’s Registration Statement on Form 20-F, filed on March 29, 2022)
|
|
|
|
|
|
Master Services Agreement between Blacksand Technology, LLC and Hyperion Materials & Technologies, LLC, dated February 13, 2021, and related statements of work (incorporated by reference
to Exhibit 4.3 to the Company’s Registration Statement on Form 20-F, filed on March 29, 2022)
|
|
|
|
|
|
IperionX Limited (formerly Hyperion Metals Limited) Employee Incentive Plan (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form 20-F, filed on March 29,
2022)
|
|
|
|
|
|
Form of Indemnity, Insurance and Access for Directors (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form 20-F, filed on March 29, 2022)
|
|
|
|
|
|
List of Subsidiaries of IperionX Limited (incorporated by reference to Exhibit 8.1 to the Company’s Registration Statement on Form 20-F, filed on March 29, 2022)
|
|
|
|
|
|
Section 302 Certification of Chief Executive Officer
|
|
|
Section 302 Certification of Chief Financial Officer
|
|
|
|
|
|
Section 906 Certification of Chief Executive Officer
|
|
|
|
|
|
Section 906 Certification of Chief Financial Officer
|
|
|
|
|
|
Technical Report Summary on the Titan Project (incorporated herein by reference to Exhibit 15.1 to the Company’s Form 20-F/A (Amendment No. 1) filed on May 30, 2023).
|
|
|
|
|
|
Consent of PricewaterhouseCoopers
|
|
|
|
|
101.1
|
|
The following financial statements from the Company’s Annual Report on Form 20-F for the year ended June 30, 2023, formatted in Inline XBRL: (i) Consolidated Statements of Profit or Loss and
Other Comprehensive Income, (ii) Consolidated Statement of Financial Position, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as
blocks of text and including detailed tags.
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
+
|
Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
|
IPERIONX LIMITED
|
|||
By:
|
/s/ Anastasios Arima
|
||
Anastasios Arima
|
|||
Chief Executive Officer and Managing Director
|
|||
Date: September 18, 2023
|
PAGE
|
|
F-2
|
|
FINANCIAL STATEMENTS
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
Notes
|
2023 |
2022
|
July 20, 2020 to
June 30, 2021
|
|||||||||||||
US$ |
US$
|
US$
|
||||||||||||||
Continuing operations
|
||||||||||||||||
Exploration and evaluation expenses
|
( |
) |
(
|
)
|
(
|
)
|
||||||||||
Research and development costs | ( |
) | ( |
) | ( |
) | ||||||||||
Corporate and administrative expenses
|
( |
) |
(
|
)
|
(
|
)
|
||||||||||
Business development expenses
|
( |
) |
(
|
)
|
(
|
)
|
||||||||||
Share-based payment expenses
|
18(a
|
)
|
( |
) |
(
|
)
|
(
|
)
|
||||||||
Finance income
|
2
|
|
|
|||||||||||||
Finance costs
|
2
|
( |
) |
(
|
)
|
(
|
)
|
|||||||||
Other income and expenses
|
2
|
( |
) |
|
(
|
)
|
||||||||||
Loss before income tax
|
( |
) |
(
|
)
|
(
|
)
|
||||||||||
Income tax expense
|
3
|
|
|
|||||||||||||
Loss for the year
|
( |
) |
(
|
)
|
(
|
)
|
||||||||||
Loss attributable to shareholders of IperionX Limited
|
( |
) |
(
|
)
|
(
|
)
|
||||||||||
Other comprehensive income/(loss)
|
||||||||||||||||
Items that may be reclassified subsequently to profit or loss:
|
||||||||||||||||
Exchange differences arising on translation into presentation currency
|
( |
) |
(
|
)
|
(
|
)
|
||||||||||
Other comprehensive loss for the year, net of tax
|
( |
) |
(
|
)
|
(
|
)
|
||||||||||
Total comprehensive loss for the year
|
( |
) |
(
|
)
|
(
|
)
|
||||||||||
Total comprehensive loss attributable to shareholders of IperionX Limited
|
( |
) |
(
|
)
|
(
|
)
|
||||||||||
Basic loss per share (US$ per share)
|
15
|
( |
) |
(
|
)
|
(
|
)
|
|||||||||
Diluted loss per share (US$ per share)
|
15
|
( |
) |
(
|
)
|
(
|
)
|
Notes
|
2023
|
2022
|
|||||||||
US$
|
US$
|
||||||||||
ASSETS
|
|||||||||||
Current Assets
|
|||||||||||
Cash and cash equivalents
|
5
|
|
|
||||||||
Trade and other receivables
|
|
|
|||||||||
Prepayments
|
6 |
|
|
||||||||
Total Current Assets
|
|
|
|||||||||
Non-Current Assets
|
|||||||||||
Exploration and evaluation assets
|
7
|
|
|
||||||||
Property, plant and equipment
|
8
|
|
|
||||||||
Prepayments |
6 |
||||||||||
Other financial assets
|
|
|
|||||||||
Total Non-Current Assets
|
|
|
|||||||||
TOTAL ASSETS
|
|
|
|||||||||
LIABILITIES
|
|||||||||||
Current Liabilities
|
|||||||||||
Trade and other payables
|
9
|
|
|
||||||||
Loans and borrowings
|
10
|
|
|
||||||||
Provisions
|
|
|
|||||||||
Total Current Liabilities
|
|
|
|||||||||
Non-Current Liabilities
|
|||||||||||
Loans and borrowings
|
10
|
|
|
||||||||
Total Non-Current Liabilities
|
|
|
|||||||||
TOTAL LIABILITIES
|
|
|
|||||||||
NET ASSETS
|
|
|
|||||||||
EQUITY
|
|||||||||||
Contributed equity
|
12
|
|
|
||||||||
Reserves
|
13
|
|
|
||||||||
Accumulated losses
|
14
|
(
|
)
|
(
|
)
|
||||||
TOTAL EQUITY
|
|
|
Contributed
Equity |
Share-Based Payments Reserve
|
Foreign Currency Translation Reserve
|
Accumulated Losses
|
Total
Equity |
||||||||||||||||
US$
|
US$
|
US$
|
US$
|
US$
|
||||||||||||||||
Balance at July 1, 2022 |
( |
) | ( |
) | ||||||||||||||||
Net loss for the year |
( |
) | ( |
) | ||||||||||||||||
Exchange differences arising on translation into presentation currency
|
( |
) | ( |
) | ||||||||||||||||
Total comprehensive loss for the year |
( |
) | ( |
) | ( |
) | ||||||||||||||
Issue of shares - share placement |
||||||||||||||||||||
Issue of shares - exercise of options |
( |
) | ||||||||||||||||||
Issue of shares - conversion of RSUs |
( |
) | ||||||||||||||||||
Issue of
shares - conversion of rights |
( |
) | ||||||||||||||||||
Issue of shares to consultant |
( |
) | ||||||||||||||||||
Share issue
costs |
( |
) | ( |
) | ||||||||||||||||
Share-based payment expense |
||||||||||||||||||||
Balance at June 30, 2023 |
( |
) | ( |
) | ||||||||||||||||
Balance at July 1, 2021
|
|
|
(
|
)
|
(
|
)
|
|
|||||||||||||
Net loss for the year
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Exchange differences arising on translation into presentation currency
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Total comprehensive loss for the year
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
Issue of shares – share placement
|
|
|
|
|
|
|||||||||||||||
Issue of shares – exercise of options
|
|
(
|
)
|
|
|
|
||||||||||||||
Share issue costs
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||
Share-based payment expense
|
|
|
|
|
|
|||||||||||||||
Balance at June 30, 2022
|
|
|
(
|
)
|
(
|
)
|
|
|||||||||||||
Balance at incorporation
|
|
|
|
|
|
|||||||||||||||
Net loss for the year
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Exchange differences arising on translation into presentation currency
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Total comprehensive loss for the year
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
Issue of shares – incorporation
|
|
|
|
|
|
|||||||||||||||
Issue of shares – seed placement
|
|
|
|
|
|
|||||||||||||||
Reverse acquisition
|
|
|
|
|
|
|||||||||||||||
Issue of shares – to facilitators of reverse acquisition
|
|
|
|
|
|
|||||||||||||||
Issue of shares – share placement
|
|
|
|
|
|
|||||||||||||||
Issue of shares – exercise of options and performance rights
|
|
(
|
)
|
|
|
|
||||||||||||||
Share issue costs
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||
Share-based payment expense
|
|
|
|
|
|
|||||||||||||||
Balance at June 30, 2021
|
|
|
(
|
)
|
(
|
)
|
|
Notes
|
2023 |
2022
|
July 20, 2020 to
June 30, 2021
|
|||||||||||||
US$ |
US$
|
US$
|
||||||||||||||
Operating activities
|
||||||||||||||||
Payments to suppliers and employees
|
( |
) |
(
|
)
|
(
|
)
|
||||||||||
Interest paid
|
( |
) |
(
|
)
|
(
|
)
|
||||||||||
Interest received
|
|
|
||||||||||||||
Net cash flows used in operating activities
|
5
|
( |
) |
(
|
)
|
(
|
)
|
|||||||||
Investing activities
|
||||||||||||||||
Purchase of exploration and evaluation assets
|
7
|
( |
) |
(
|
)
|
(
|
)
|
|||||||||
Purchase of property, plant and equipment
|
8 |
( |
) |
(
|
)
|
(
|
)
|
|||||||||
Blacksand option prepayments |
6 | ( |
) | |||||||||||||
Purchase of financial assets
|
(
|
)
|
|
|||||||||||||
Net cash flows used in investing activities
|
( |
) |
(
|
)
|
(
|
)
|
||||||||||
Financing activities
|
||||||||||||||||
Proceeds from issue of shares
|
|
|
||||||||||||||
Share issue costs
|
|
|
( |
) |
(
|
)
|
(
|
)
|
||||||||
Proceeds from borrowings
|
|
|
||||||||||||||
Repayment of borrowings
|
( |
) |
(
|
)
|
|
|||||||||||
Payment of principal portion of lease liabilities
|
( |
) |
(
|
)
|
(
|
)
|
||||||||||
Net cash inflow on reverse acquisition
|
|
|
|
|||||||||||||
Net cash flows from financing activities
|
|
|
||||||||||||||
Net increase in cash and cash equivalents
|
|
|
||||||||||||||
Net foreign exchange differences
|
( |
) |
(
|
)
|
(
|
)
|
||||||||||
Cash and cash equivalents at beginning of the year
|
|
|
||||||||||||||
Cash and cash equivalents at the end of the year
|
5
|
|
|
1.
|
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
|
(a)
|
Basis of preparation
|
1. |
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|
(b)
|
New standards, interpretations and amendments
|
(c)
|
Issued standards and interpretations not early adopted
|
Standard/Interpretation
|
Application Date
of Standard
|
Application Date
for the Group
|
|
|
|
|
||
|
||
|
||
|
(d)
|
Principles of Consolidation
|
1. |
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|
(e)
|
Foreign Currencies
|
(i)
|
Functional and presentation currency
|
(ii)
|
Transactions and balances
|
(iii)
|
Group companies
|
•
|
assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
|
•
|
income and expenses are translated at average exchange rates for the year; and
|
•
|
retained earnings are translated at the exchange rates prevailing at the date of the transaction.
|
(f)
|
Cash and Cash Equivalents
|
(g)
|
Trade and Other Receivables
|
(h)
|
Prepayments
|
(i)
|
Property, Plant and Equipment
|
1. |
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|
(j)
|
Exploration and Development Expenditure
|
(i)
|
the rights to tenure of the area of interest are current; and
|
(ii)
|
at least one of the following conditions is also met:
|
|
•
|
the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; and
|
•
|
exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable
reserves, and active and significant operations in, or in relation to, the area of interest are continuing.
|
(k)
|
Research and Development Expenditure
|
1. |
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|
(l)
|
Trade and other payables
|
(m)
|
Provisions
|
(n)
|
Interest income
|
(o)
|
Income Tax
|
(p)
|
Employee Entitlements
|
(q)
|
Earnings per Share
|
1. |
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|
(r)
|
Use and Revision of Accounting Estimates, Judgements and Assumptions
|
•
|
Functional currency (Note 1(e));
|
•
|
Impairment of exploration and evaluation assets (Note 7); and
|
•
|
Share-based payments (Note 17).
|
(s)
|
Operating Segments
|
•
|
Nature of the products and services,
|
•
|
Nature of the production processes,
|
•
|
Type or class of customer for the products and services,
|
•
|
Methods used to distribute the products or provide the services, and if applicable,
|
•
|
Nature of the regulatory environment.
|
1. |
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|
(t)
|
Impairment of Non-Financial Assets
|
(u)
|
Fair Value Estimation
|
(v)
|
Issued and Unissued Capital
|
(w)
|
Dividends
|
1. |
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|
(x)
|
Share-Based Payments
|
(y)
|
Leases
|
2.
|
INCOME AND EXPENSES
|
2023
|
2022
|
July 20, 2020 to
June 30, 2021
|
||||||||||||||
Note |
US$
|
US$
|
US$ | |||||||||||||
Finance income
|
||||||||||||||||
Interest income
|
|
|
||||||||||||||
Net foreign exchange gain
|
|
|
||||||||||||||
|
|
|||||||||||||||
Finance costs
|
||||||||||||||||
Interest expense
|
(
|
)
|
(
|
)
|
( |
) | ||||||||||
Other finance costs
|
|
(
|
)
|
( |
) | |||||||||||
(
|
)
|
(
|
)
|
( |
) | |||||||||||
Other income and expenses |
||||||||||||||||
Other income |
||||||||||||||||
Loss on derecognition of financial asset |
( |
) | ||||||||||||||
Cost of listing on reverse acquisition |
( |
) | ||||||||||||||
( |
) | ( |
) | |||||||||||||
Depreciation and amortisation
|
||||||||||||||||
Amortisation of right-of-use assets
|
8
|
(
|
)
|
(
|
)
|
( |
) | |||||||||
Depreciation of property, plant and equipment
|
8
|
(
|
)
|
(
|
)
|
( |
) | |||||||||
(
|
)
|
(
|
)
|
( |
) | |||||||||||
Employee benefits expense
|
||||||||||||||||
Wages and salaries
|
(
|
)
|
(
|
)
|
( |
) | ||||||||||
Employee benefits
|
(
|
)
|
(
|
)
|
( |
) | ||||||||||
Post-employment benefits
|
(
|
)
|
(
|
)
|
( |
) | ||||||||||
Share-based payment expenses
|
(
|
)
|
(
|
)
|
( |
) | ||||||||||
(
|
)
|
(
|
)
|
( |
) |
3.
|
INCOME TAX
|
2023
|
2022
|
July 20, 2020 to
June 30, 2021
|
|||||||||||||
Note |
US$
|
US$
|
US$ |
||||||||||||
Recognised in
profit or loss
|
|||||||||||||||
Current income tax:
|
|||||||||||||||
Current income tax benefit in respect of the current year
|
|
|
|||||||||||||
Deferred income tax:
|
|||||||||||||||
Origination and reversal of temporary differences
|
|
|
|||||||||||||
Income tax expense reported in profit or loss
|
|
|
|||||||||||||
Reconciliation between tax expense and
accounting loss before income tax
|
|||||||||||||||
Accounting loss before income tax
|
(
|
)
|
(
|
)
|
( |
) | |||||||||
At the Australian income tax rate of
|
(
|
)
|
(
|
)
|
( |
) | |||||||||
Effect of lower income tax rate in the United States
|
|
|
|||||||||||||
Expenditure not allowable for income tax purposes
|
|
|
|||||||||||||
Exchange differences
|
|
|
( |
) | |||||||||||
Adjustments in respect of deferred tax of previous years
|
(
|
)
|
|
||||||||||||
Effect of deferred tax assets not brought to account
|
|
|
|||||||||||||
Income tax expense reported in profit or loss
|
|
|
|||||||||||||
Deferred tax assets and liabilities | |||||||||||||||
Deferred tax liabilities: | |||||||||||||||
Right-of-use assets
|
|||||||||||||||
Deferred tax assets used to offset deferred tax liabilities
|
( |
) | ( |
) | ( |
) | |||||||||
Deferred tax assets: | |||||||||||||||
Accrued expenditures
|
|||||||||||||||
Provisions
|
|||||||||||||||
Lease liabilities
|
|||||||||||||||
Capital allowances
|
|||||||||||||||
Tax losses available to offset against future taxable
income
|
|||||||||||||||
Deferred tax assets used to offset deferred tax
liabilities
|
( |
) | ( |
) | ( |
) | |||||||||
Deferred tax assets acquired on reverse acquisition not
brought to account (1)
|
( |
) | |||||||||||||
Other deferred tax assets not brought to account (1)
|
( |
) | ( |
) | ( |
) | |||||||||
(1)
|
|
4.
|
DIVIDENDS PAID OR PROVIDED FOR ON ORDINARY SHARES
|
5.
|
CASH AND CASH EQUIVALENTS
|
2023
|
2022
|
July 20, 2020 to
June 30, 2021
|
||||||||||
US$
|
US$
|
US$ | ||||||||||
Cash at bank and on hand
|
|
|
||||||||||
|
|
|||||||||||
Reconciliation of loss before income tax to net cash flows from operations
|
||||||||||||
Loss for the year
|
(
|
)
|
(
|
)
|
( |
) | ||||||
Adjustment for non-cash income and expense items
|
||||||||||||
Share-based payments expense
|
|
|
||||||||||
Amortisation of right-of-use assets
|
|
|
||||||||||
Depreciation of property, plant and equipment
|
|
|
||||||||||
Net foreign exchange loss/(gain)
|
(
|
)
|
(
|
)
|
||||||||
Loss on derecognition of financial asset
|
||||||||||||
Lease modifications
|
|
(
|
)
|
|||||||||
Cost of listing on reverse acquisition
|
||||||||||||
Changes in assets and liabilities
|
||||||||||||
Increase in receivables and prepayments
|
(
|
)
|
(
|
)
|
( |
) | ||||||
(Decrease)/increase in payables and provisions
|
(
|
)
|
|
|||||||||
Net cash outflow from operating activities
|
(
|
)
|
(
|
)
|
( |
) |
6.
|
PREPAYMENTS
|
2023
|
2022
|
|||||||
US$
|
US$
|
|||||||
Current
|
||||||||
Other prepayments
|
|
|
||||||
Total current prepayments
|
|
|
||||||
Non-current
|
||||||||
Blacksand option prepayments(1)
|
|
|
||||||
Total non-current prepayments
|
|
|
||||||
Total prepayments
|
|
|
(1)
|
|
7.
|
EXPLORATION AND EVALUATION ASSETS
|
Titan Project (1)
|
||||
US$
|
||||
2023
|
||||
Carrying amount at July 1, 2022
|
|
|||
Additions
|
|
|||
Carrying amount at June 30, 2023 (2)
|
|
|||
2022
|
||||
Carrying amount at July 1, 2021
|
|
|||
Additions
|
|
|||
Carrying amount at June 30, 2022 (2)
|
|
(1)
|
|
(2)
|
|
8.
|
PROPERTY, PLANT AND EQUIPMENT
|
Plant and
equipment |
Right-of-use assets
|
Total
|
||||||||||
US$
|
US$
|
US$
|
||||||||||
2023
|
||||||||||||
Carrying amount at July 1, 2022
|
|
|
|
|||||||||
Additions
|
|
|
|
|||||||||
Depreciation and amortization
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Carrying amount at June 30, 2023
|
|
|
|
|||||||||
- at cost
|
|
|
|
|||||||||
- accumulated depreciation
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
2022
|
||||||||||||
Carrying amount at July 1, 2021
|
|
|
|
|||||||||
Additions
|
|
|
|
|||||||||
Modifications |
( |
) | ( |
) | ||||||||
Depreciation and amortization
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Carrying amount at June 30, 2022
|
|
|
|
|||||||||
- at cost
|
|
|
|
|||||||||
- accumulated depreciation
|
(
|
)
|
(
|
)
|
(
|
)
|
9.
|
TRADE AND OTHER PAYABLES
|
2023
|
2022
|
|||||||
US$
|
US$
|
|||||||
Current
|
||||||||
Trade payables
|
|
|
||||||
Accruals
|
|
|
||||||
Payroll liabilities
|
|
|
||||||
Total trade and other payables
|
|
|
10.
|
LOANS AND BORROWINGS
|
2023
|
2022
|
|||||||
US$
|
US$
|
|||||||
Current
|
||||||||
Lease liabilities
|
|
|
||||||
Other loans and borrowings
|
|
|
||||||
Total current loans and borrowings
|
|
|
||||||
Non-current
|
||||||||
Lease liabilities
|
|
|
||||||
Other loans and borrowings
|
|
|
||||||
Total non-current loans and borrowings
|
|
|
||||||
Total loans and borrowings
|
|
|
(a) |
Reconciliation
|
|
Balance at
July 1, 2022 |
Additions
|
Repayments
|
Balance at
June 30, 2023
|
||||||||||||
|
US$
|
US$
|
US$
|
US$
|
||||||||||||
Lease liabilities
|
|
|
(
|
)
|
|
|||||||||||
Other loans and borrowings
|
|
|
(
|
)
|
|
|||||||||||
Total loans and borrowings
|
|
|
(
|
)
|
|
11.
|
LEASES
|
2023
|
2022 |
||||||||||
Note |
US$
|
US$
|
|||||||||
Amortisation of right-of-use assets
|
8
|
(
|
)
|
(
|
)
|
||||||
Interest expense on lease liabilities
|
(
|
)
|
(
|
)
|
|||||||
Net amount recognised in profit or loss
|
(
|
)
|
(
|
)
|
12.
|
CONTRIBUTED EQUITY
|
2023
|
2022
|
||||||||||
Note
|
US$
|
US$
|
|||||||||
Issued capital
|
|||||||||||
|
12(a)
|
|
|
|
(a)
|
Movements in issued capital
|
Number of
Ordinary
Shares
|
Number of
Class A Performance
Shares
|
Number of
Class B Performance
Shares
|
US$
|
|||||||||||||
2023
|
||||||||||||||||
Opening balance at July 1, 2022
|
|
|
|
|||||||||||||
Issue of shares – share placements
|
|
|
|
|||||||||||||
Issue of shares – exercise of options
|
|
|
|
|||||||||||||
Issue of shares – conversion of RSUs |
||||||||||||||||
Issue of shares – conversion of performance rights |
||||||||||||||||
Issue of shares to consultant |
- | - | ||||||||||||||
Share issue costs
|
-
|
-
|
- |
(
|
)
|
|||||||||||
Closing balance at June 30, 2023
|
|
|
|
|||||||||||||
2022
|
||||||||||||||||
Opening balance at July 1, 2021
|
|
|
|
|||||||||||||
Issue of shares – share placements
|
|
|
|
|||||||||||||
Issue of shares – exercise of options |
- | - | ||||||||||||||
Share issue costs
|
-
|
-
|
- |
(
|
)
|
|||||||||||
Closing balance at June 30, 2022
|
|
|
|
(b)
|
Rights attaching to Ordinary Shares
|
•
|
Shares - The issue of shares in the capital of the Company and options over unissued shares by the Company is
under the control of the directors, subject to the Corporations Act 2001, ASX Listing Rules and any rights attached to any special class of shares.
|
•
|
Meetings of Members - Directors may call a meeting of members whenever they think fit. Members may call a
meeting as provided by the Corporations Act 2001.The Constitution contains provisions prescribing the content requirements of notices of meetings of members and all members are entitled to a notice of meeting. A meeting may be held in two
or more places linked together by audio-visual communication devices. A quorum for a meeting of members is
|
•
|
Voting - Subject to any rights or restrictions at the time being attached to any shares or class of shares of
the Company, each member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of members will be decided by a show of hands unless a poll is demanded. On a show of hands each eligible voter
present has
|
•
|
Changes to the Constitution - The Company’s Constitution can only be amended by a special resolution passed by
at least
|
•
|
Listing Rules - Provided the Company remains admitted to the Official List, then despite anything in its
Constitution, no act may be done that is prohibited by the Listing Rules, and authority is given for acts required to be done by the Listing Rules. The Company’s Constitution will be deemed to comply with the Listing Rules as amended from
time to time.
|
12.
|
CONTRIBUTED EQUITY (continued)
|
(c)
|
Rights attaching to Performance Shares
|
•
|
The Performance Shareholders are not entitled to a dividend;
|
•
|
The Performance Shares are not transferable;
|
•
|
The Performance Shareholders shall have no right to vote, subject to the Corporations Act;
|
•
|
The Performance Shares will convert into Ordinary Shares as follows:
|
|
o
|
Each Class A Performance Share will convert into
|
o
|
Each Class B Performance Share will convert into
|
o
|
All Performance Shares shall automatically convert into Ordinary Shares upon the occurrence of certain change of control events; and
|
o
|
To the extent that any Performance Shares have not converted into Ordinary Shares by the applicable expiry date, all such Performance Shares for each holder will automatically lapse and be combined into one
single Performance Share that will then convert into one single Ordinary Share. If the Class A Performance Shares have not converted into Ordinary Shares by the applicable expiry date, then the
|
•
|
The Ordinary Shares issued on conversion of any Performance Share will rank equally with and confer rights identical with all other Ordinary Shares then on issue and application will be made by the Company to
ASX for official quotation of the Ordinary Shares upon the date of conversion.
|
•
|
The Company shall allot and issue Ordinary Shares immediately upon conversion of the Performance Shares for no consideration and shall record the allotment and issue in the manner required by the Corporations
Act.
|
•
|
The Performance Shares are unquoted. No application for quotation of the Performance Shares will be made by the Company.
|
13.
|
RESERVES
|
2023
|
2022
|
|||||||||||
Note
|
US$
|
US$
|
||||||||||
Share-based payments reserve
|
13(b
|
)
|
|
|
||||||||
Foreign currency translation reserve
|
13(f
|
)
|
(
|
)
|
(
|
)
|
||||||
|
|
(a)
|
Nature and purpose of reserves
|
|
(i)
|
Share-based payments reserve
|
(ii)
|
Foreign currency translation reserve
|
13.
|
RESERVES (continued)
|
(b)
|
Movements in share-based payments reserve during the year
|
Number of Listed
Options |
Number of
Unlisted
Options (Note 12(c)) |
Number of
Performance
Rights
(Note 12(d)) |
No. of
Restricted Stock
Units
(Note 12(e)) |
US$
|
||||||||||||||||
2023
|
||||||||||||||||||||
Opening balance at July 1, 2022
|
|
|
|
|
|
|||||||||||||||
Grant of employee incentive securities | ||||||||||||||||||||
Grant of options to financial advisor | - | - | ||||||||||||||||||
Exercise of options
|
|
(
|
)
|
-
|
-
|
(
|
)
|
|||||||||||||
Conversion of RSUs | - | - | ( |
) | ( |
) | ||||||||||||||
Conversion of performance rights | - | - | ( |
) | ( |
) | ||||||||||||||
Issue of shares to a consultant | - | - | ( |
) | ||||||||||||||||
Lapse of employee incentive securities | ( |
) | - | |||||||||||||||||
Share-based payment expense
|
-
|
-
|
-
|
-
|
|
|||||||||||||||
Closing balance at June 30, 2023
|
|
|
|
|
|
|||||||||||||||
2022
|
||||||||||||||||||||
Opening balance at July 1,2021
|
|
|
|
|
|
|||||||||||||||
Grant of employee incentive securities | ||||||||||||||||||||
Exercise of options
|
(
|
)
|
(
|
)
|
-
|
-
|
(
|
)
|
||||||||||||
Expiry of options | ( |
) | - | - | ||||||||||||||||
Share-based payment expense
|
-
|
-
|
-
|
-
|
|
|||||||||||||||
Closing balance at June 30, 2022
|
|
|
|
|
(1)
|
For details on the valuation of Unlisted Options, Performance Rights and Restricted Stock Units, including models and assumptions used, refer to Note 17 of the
financial statements.
|
(c)
|
Terms and conditions of Unlisted Options
|
•
|
Each Unlisted Option entitles the holder to the right to subscribe for
|
•
|
The Unlisted Options outstanding at the end of the financial year have the following exercise prices and expiry dates:
|
o
|
|
o
|
|
o
|
|
o
|
|
o
|
|
o
|
|
o
|
|
o
|
|
o
|
|
o
|
|
•
|
The Unlisted Options are exercisable at any time prior to the Expiry Date, subject to vesting conditions being satisfied (if applicable);
|
•
|
Shares issued on exercise of the Unlisted Options rank equally with the then Shares of the Company;
|
•
|
Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Unlisted Options;
|
•
|
If there is any reconstruction of the issued share capital of the Company, the rights of the Unlisted Option holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at
the time of the reconstruction; and
|
•
|
No application for quotation of the Unlisted Options will be made by the Company.
|
13.
|
RESERVES (continued)
|
(d)
|
Terms and conditions of Performance Rights
|
•
|
Each Performance Right automatically converts into
|
•
|
Each Performance Right is subject to performance conditions (as determined by the Board from time to time) which must be satisfied in order for the Performance Right to vest;
|
•
|
The Performance Rights outstanding at the end of the financial year have the following performance conditions and expiry dates:
|
o
|
|
o
|
|
o
|
|
o
|
|
•
|
Application will be made by the Company to ASX for official quotation of the Shares issued upon conversion of the Performance Rights;
|
•
|
If there is any reconstruction of the issued share capital of the Company, the rights of the Performance Right holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at
the time of the reconstruction;
|
•
|
No application for quotation of the Performance Rights will be made by the Company; and
|
•
|
Without approval of the Board, Performance Rights may not be transferred, assigned or novated, except, upon death, a participant’s legal personal representative may elect to be registered as the new holder
of such Performance Rights and exercise any rights in respect of them.
|
(e)
|
Terms and conditions of Restricted Stock Units
|
•
|
Each RSU automatically converts into
|
•
|
Each RSU is subject to service based performance conditions (as determined by the Board from time to time) which must be satisfied in order for the RSU to vest;
|
•
|
The RSUs outstanding at the end of the financial year have the following conditions and expiry dates:
|
o
|
|
o
|
|
•
|
Application will be made by the Company to ASX for official quotation of the Shares issued upon conversion of the RSUs;
|
•
|
If there is any reconstruction of the issued share capital of the Company, the rights of the RSU holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of
the reconstruction;
|
•
|
No application for quotation of the RSUs will be made by the Company; and
|
•
|
Without approval of the Board, RSUs may not be transferred, assigned or novated, except, upon death, a participant’s legal personal representative may elect to be registered as the new holder of such RSUs
and exercise any rights in respect of them.
|
(f)
|
Movements in foreign currency translation reserve during the year
|
2023
|
2022
|
|||||||
US$
|
US$
|
|||||||
Balance at start of year
|
(
|
)
|
(
|
)
|
||||
Exchange differences arising on translation into presentation currency
|
(
|
)
|
(
|
)
|
||||
Balance at June 30
|
(
|
)
|
(
|
)
|
14
|
ACCUMULATED LOSSES
|
2023
|
2022
|
|||||||
US$
|
US$
|
|||||||
Balance at start of year
|
(
|
)
|
(
|
)
|
||||
Net loss for the year
|
(
|
)
|
(
|
)
|
||||
Balance at June 30
|
(
|
)
|
(
|
)
|
15.
|
LOSS PER SHARE
|
2023
US$ |
2022
US$
|
July 20, 2020 to
June 30, 2021
US$ |
||||||||||
Basic loss per share(1)
|
(
|
)
|
( |
) |
(
|
)
|
||||||
Diluted loss per share(1)
|
(
|
)
|
( |
) |
(
|
)
|
(1)
|
|
2023
US$ |
2022
US$
|
July 20, 2020 to
June 30, 2021
US$ |
||||||||||
Net loss
|
(
|
)
|
( |
) |
(
|
)
|
||||||
Net loss used in calculating basic and dilutive earnings per share
|
(
|
)
|
( |
) |
(
|
)
|
Number of Ordinary Shares
2023
|
Number of Ordinary Shares
2022
|
Number of
Ordinary Shares
2021
|
|||||||||
Weighted average number of Ordinary Shares used in calculating basic and dilutive earnings per share
|
|
|
(a)
|
Anti-Dilutive Securities
|
(b)
|
Conversions, Calls, Subscriptions or Issues after June 30, 2023
|
•
|
issued
|
•
|
issued
|
•
|
cancelled
|
16.
|
RELATED PARTIES
|
(a)
|
Subsidiaries
|
Country of
Incorporation |
Equity Interest
|
||||||||||||
2023
% |
2022
% |
2021
%
|
|||||||||||
Hyperion Metals (Australia) Pty Ltd
|
|
|
|
||||||||||
IperionX Critical Minerals LLC
|
|
|
|
||||||||||
IperionX Technology LLC
|
|
|
|
||||||||||
IperionX Inc.
|
|
|
|
||||||||||
Calatos Pty Ltd LLC
|
|
|
|
(b)
|
Ultimate Parent
|
(c)
|
Key Management Personnel
|
2023
US$ |
2022
US$ |
July 20, 2020 to
June 30, 2021
US$ |
||||||||||
Short-term employee benefits
|
|
|
||||||||||
Post-employment benefits
|
|
|
||||||||||
Share-based payments
|
|
|
||||||||||
Total compensation
|
|
|
(d)
|
Other transactions with Related Parties
|
17.
|
SHARE-BASED PAYMENTS
|
(a)
|
Recognised share-based payment expense
|
2023
US$ |
2022
US$ |
July 20, 2020 to
June 30, 2021
US$ |
||||||||||
Expense arising from staff remuneration arrangements
|
(
|
)
|
(
|
)
|
( |
) | ||||||
Expense arising from cost of listing on reverse acquisition
|
|
|
( |
) | ||||||||
Total expense arising from equity-settled share-based payment transactions
|
(
|
)
|
(
|
)
|
( |
) |
17.
|
SHARE-BASED PAYMENTS (continued)
|
(b)
|
Summary of securities granted as share-based payments
|
2023
Number |
2023
WAEP |
2022
Number |
2022
WAEP |
2021
Number |
2021
WAEP |
|||||||||||||||||||
Outstanding at beginning of year
|
|
|
A$
|
|
A$
|
|
|
|||||||||||||||||
Options granted during the year
|
|
|
A$
|
|
A$
|
|
|
A$
|
||||||||||||||||
Rights granted during the year
|
|
|
|
|
|
|
||||||||||||||||||
RSUs granted during the year
|
|
|
|
|
|
|
||||||||||||||||||
Listed Options exercised during the year
|
|
|
(
|
)
|
(A$
|
)
|
(
|
)
|
|
(A$
|
)
|
|||||||||||||
Options exercised during the year
|
(
|
)
|
|
(A$
|
)
|
(
|
)
|
(A$
|
)
|
(
|
)
|
|
(A$
|
)
|
||||||||||
Rights converted during the year
|
(
|
)
|
|
|
|
(
|
)
|
|
||||||||||||||||
RSUs converted during the year
|
(
|
)
|
|
|
|
|
|
|||||||||||||||||
Listed Options expired during the year
|
|
|
(
|
)
|
(A$
|
)
|
|
|
||||||||||||||||
Rights lapsed during the year
|
(
|
)
|
|
|
|
|
|
|||||||||||||||||
Recognition of legal acquirer Listed Options
|
|
|
|
|
|
|
A$
|
|||||||||||||||||
Recognition of legal acquirer Options
|
|
|
|
|
|
|
A$
|
|||||||||||||||||
Recognition of legal acquirer Rights
|
|
|
|
|
|
|
||||||||||||||||||
Options granted to vendors of legal acquiree
|
|
|
|
|
|
|
A$
|
|||||||||||||||||
Outstanding at end of year
|
|
|
(A$
|
)
|
|
A$
|
|
|
A$
|
2023 |
Security Type |
Number | Grant Date |
Expiry Date |
Exercise Price A$ |
Vesting Hurdle (30-day VWAP) A$ |
Fair Value A$ |
||||||||||||
Series 1
|
Options
|
|
|
|
A$
|
|
$
|
|
|||||||||||
Series 2
|
Options
|
|
|
|
A$
|
|
$
|
|
|||||||||||
Series 3
|
RSUs
|
|
|
|
|
|
$
|
|
|||||||||||
Series 4
|
Rights
|
|
|
|
|
A$
|
$
|
|
|||||||||||
Series 5
|
Rights
|
|
|
|
|
A$
|
$
|
|
|||||||||||
Series 6
|
Rights
|
|
|
|
|
|
$
|
|
|||||||||||
Series 7
|
Rights
|
|
|
|
|
A$
|
$
|
|
|||||||||||
Series 8
|
Rights
|
|
|
|
|
A$
|
$
|
|
|||||||||||
Series 9
|
Rights
|
|
|
|
|
A$
|
$
|
|
|||||||||||
Series 10
|
Rights
|
|
|
|
|
A$
|
$
|
|
|||||||||||
Series 11
|
Rights
|
|
|
|
|
A$
|
$
|
|
|||||||||||
Series 12
|
Rights
|
|
|
|
|
A$
|
$
|
|
|||||||||||
Series 13
|
Rights
|
|
|
|
|
|
$
|
|
|||||||||||
Series 14
|
Rights
|
|
|
|
|
|
$
|
|
|||||||||||
Series 15
|
Rights
|
|
|
|
|
|
$
|
|
|||||||||||
Series 16
|
Shares
|
|
|
-
|
|
|
$
|
|
|||||||||||
Series 17
|
Rights
|
|
|
|
|
|
$
|
|
|||||||||||
Series 18
|
Rights
|
|
|
|
|
A$
|
$
|
|
|||||||||||
Series 19
|
Rights
|
|
|
|
|
A$
|
$
|
|
|||||||||||
Series 20
|
Rights
|
|
|
|
|
A$
|
$
|
|
|||||||||||
Series 21
|
Rights
|
|
|
|
|
A$
|
$
|
|
2022
|
Security
Type |
Number
|
Grant Date
|
Expiry
Date |
Exercise
Price A$ |
Vesting Hurdle
(30-day VWAP) A$ |
Fair
Value A$ |
|||||||||||||
Series 1
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 2
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 3
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 4
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 5
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 6
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 7
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 8
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 9
|
RSUs
|
|
|
|
|
|
$
|
|
||||||||||||
Series 10
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 11
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 12
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 13
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 14
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 15
|
Rights
|
|
|
|
|
|
$
|
|
17.
|
SHARE-BASED PAYMENTS (continued)
|
(b)
|
Summary of securities granted as share-based payments (continued)
|
2022
(Continued)
|
Security Type |
Number |
Grant Date | Expiry Date |
Exercise Price A$ |
Vesting Hurdle (30-day VWAP) A$ |
Fair Value A$ |
|||||||||||||
Series 16
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 17
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 18
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 19
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 20
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 21
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 22
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 23
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 24
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 25
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 26
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 27
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 28
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 29
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 30
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 31
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 32
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 33
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 34
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 35
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 36
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 37
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 38
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 39
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 40
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 41
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 42
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 43
|
Rights
|
|
|
|
|
|
$
|
|
||||||||||||
Series 44
|
Rights
|
|
|
|
|
$
|
|
$
|
|
2021 |
Security
Type |
Number
|
Grant Date
|
Expiry
Date |
Exercise
Price A$ |
Vesting Hurdle
(30-day VWAP) A$ |
Fair
Value A$ |
|||||||||||||
Series 1
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 2
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 3
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 4
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 5
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 6
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 7
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 8
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 9
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 10
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 11
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 12
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 13
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 14
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 15
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 16
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 17
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 18
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 19
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 20
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 21
|
Options
|
|
|
|
$
|
|
|
$
|
|
|||||||||||
Series 22
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 23
|
Rights
|
|
|
|
|
$
|
|
$
|
|
|||||||||||
Series 24
|
Rights
|
|
|
|
|
$
|
|
$
|
|
(c)
|
Weighted Average Remaining Contractual Life
|
17.
|
SHARE-BASED PAYMENTS (continued)
|
(d)
|
Weighted Average Fair Value
|
(e)
|
Range of Exercise Prices
|
(f)
|
Option, Right and RSU Pricing Models
|
2023
|
2022 |
2021
|
||||||||||||||||||||||||||||||
Options
|
RSUs and Rights that don’t have market-based vesting conditions
|
Rights that have market-based vesting conditions
|
Options | RSUs and Rights that don’t have market-based vesting conditions | Rights that have market-based vesting conditions |
Options
|
Rights that have market-based vesting conditions
|
|||||||||||||||||||||||||
Fair value at grant date (weighted average)
|
|
A$
|
|
A$
|
|
A$
|
A$ |
A$ |
A$ |
|
A$
|
|
A$
|
|||||||||||||||||||
Share price at grant date (weighted average)
|
|
A$
|
|
A$
|
|
A$
|
A$ |
A$ |
A$ |
|
A$
|
|
A$
|
|||||||||||||||||||
Vesting hurdle (30-day VWAP) (weighted average)
|
|
|
|
A$
|
A$ |
|
|
A$
|
||||||||||||||||||||||||
Exercise price (weighted average)
|
|
A$
|
|
|
A$ |
|
A$
|
|
||||||||||||||||||||||||
Expected life (weighted average) (1)
|
|
|
|
|
|
|||||||||||||||||||||||||||
Risk-free interest rate (weighted average)
|
|
%
|
|
|
%
|
% |
|
% |
|
% |
||||||||||||||||||||||
Expected volatility (weighted average) (2)
|
|
%
|
|
|
%
|
% |
|
% |
|
% |
||||||||||||||||||||||
Expected dividend yield (3)
|
|
|
|
|
|
(1)
|
|
(2)
|
|
(3)
|
|
18.
|
SEGMENT INFORMATION
|
(a)
|
Reconciliation of non-current assets by geographical location
|
2023
|
2022
|
|||||||
US$
|
US$
|
|||||||
United States of America
|
|
|
||||||
|
|
19.
|
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
|
(a)
|
Overview
|
(b)
|
Credit Risk
|
2023
|
2022
|
||||||||||
Note
|
US$
|
US$
|
|||||||||
Cash and cash equivalents
|
5
|
|
|
||||||||
Trade and other receivables
|
|
|
|||||||||
Other financial assets
|
|
|
|||||||||
|
|
19.
|
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
|
(c)
|
Liquidity Risk
|
≤1 year
|
1-5 years
|
≥5 years
|
Total
contractual
cash flows
|
Carrying
amount of
liabilities
|
||||||||||||||||
US$
|
US$
|
US$
|
US$
|
US$
|
||||||||||||||||
2023
|
||||||||||||||||||||
Financial liabilities
|
||||||||||||||||||||
Trade and other payables
|
|
|
|
|
|
|||||||||||||||
Lease liabilities
|
|
|
|
|
|
|||||||||||||||
Other loans and borrowings
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
||||||||||||||||
2022
|
||||||||||||||||||||
Financial liabilities
|
||||||||||||||||||||
Trade and other payables
|
|
|
|
|
|
|||||||||||||||
Lease liabilities
|
|
|
|
|
|
|||||||||||||||
Other loans and borrowings |
||||||||||||||||||||
|
|
|
|
|
(d)
|
Interest Rate Risk
|
2023
|
2022
|
||||||||||
Note
|
US$
|
US$
|
|||||||||
Interest-bearing financial instruments
|
|||||||||||
Cash at bank and on hand
|
5
|
|
|
||||||||
|
|
19.
|
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
|
(d)
|
Interest Rate Risk (continued)
|
Profit or loss
|
Equity
|
|||||||||||||||
+0.5%
US$
|
-0.5%
US$
|
+0.5%
US$
|
-0.5%
US$
|
|||||||||||||
2023
|
||||||||||||||||
Cash and cash equivalents
|
|
(
|
)
|
|
(
|
)
|
||||||||||
2022
|
||||||||||||||||
Cash and cash equivalents
|
|
(
|
)
|
|
(
|
)
|
(e)
|
Foreign Currency Risk
|
Assets and liabilities denominated in currencies other than the functional currency of the group entity
|
2023
US$ Equivalent |
2022
US$ Equivalent |
||||||
Financial assets
|
||||||||
Cash and cash equivalents
|
|
|
||||||
Financial liabilities
|
||||||||
Trade and other payables
|
(
|
)
|
(
|
)
|
||||
Net exposure
|
|
|
Profit or loss
|
Equity
|
|||||||||||||||
+10%
US$
|
-10%
US$
|
+10%
US$
|
-10%
US$
|
|||||||||||||
2023
|
||||||||||||||||
Group
|
|
(
|
)
|
|
(
|
)
|
||||||||||
2022
|
||||||||||||||||
Group
|
|
(
|
)
|
|
(
|
)
|
19.
|
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
|
(f)
|
Commodity Price Risk
|
(g)
|
Capital Management
|
(h)
|
Fair Value
|
20.
|
CONTINGENT ASSETS AND LIABILITIES
|
21.
|
EVENTS SUBSEQUENT TO BALANCE DATE
|
•
|
the operations, in financial years subsequent to June 30, 2023, of the Group;
|
•
|
the results of those operations, in financial years subsequent to June 30, 2023, of the Group; or
|
•
|
the state of affairs, in financial years subsequent to June 30, 2023, of the Group.
|