United States securities and exchange commission logo
April 12, 2022
Anastasios Arima
Chief Executive Officer and Managing Director
IperionX Limited
129 W Trade Street
Suite 1405
Charlotte, NC 28202
Re: IperionX Limited
Registration
Statement on Form 20-F
Filed March 29,
2022
File No. 001-41338
Dear Mr. Arima:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F Filed March 29, 2022
Presentation of Financial Information, page 6
1. We note that you refer
to the accounting target in your reverse acquisition as Tao
Commodities Limited
under this heading although you have not provided this distinction
within your index of
financial statements on page F-1, or in labeling the financial
statements on pages
F-34 through F-61. We also note that you have not identified
Hyperion Metals
(Australia) Pty Ltd ( HMAPL ), the accounting acquirer in your reverse
acquisition, within
your index of financial statements, or in labeling the financial
statements on pages F-3
through F-32, and pages F-62 through F-69. Please revise your
filing as necessary to
distinguish financial statements of the accounting target from those
of the accounting
acquirer, including the index, all pages from F-2 through F-69, and
Anastasios Arima
FirstName LastNameAnastasios Arima
IperionX Limited
Comapany
April NameIperionX Limited
12, 2022
April 212, 2022 Page 2
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FirstName LastName
associated narratives. Please also revise your reference to the
acquisition of the Titan
Project on December 1, 2020, in the first paragraph on page 3, to
clarify whether this is
intended to be synonymous with HMAPL.
2. We note that you have numerous labels and references to financial
periods without
specifying the corresponding dates. Please revise all tabular details
and associated
narratives throughout the filing as necessary to specify the inception
or cut-off dates for
any periods for which activity is being presented or discussed, where
these correspond to
partial fiscal periods, or to provide clarification if the activity
corresponds to a complete
fiscal year or complete fiscal interim period by specifying the year,
number of months, or
fiscal quarter covered by the report. Please obtain and file updated
audit opinions from
your auditor that clearly identify the particular periods the are
covered by the opinions on
pages F-2 and F-33.
D. Property, Plant and Equipment, page 38
3. We note that you reference incremental disclosures provided on pages
38 and 39 in your
response to prior comment 9. However, we do not see details of future
exploration plans
or the related costs under either the Property, Plant and Equipment
section referenced in
your reply, or under Exploration and Development Plans on pages 30 and
31, although
you do indicate that you have plans to complete further drilling in
order to expand and
increase confidence in the Titan Project deposit, and to complete
scoping, pre-feasibility,
hydrology and geotechnical studies within the next twelve months.
Please expand these disclosures to provide greater specificity of your
plans and the
expected costs, including the extent of drilling and sampling that
will be conducted,
whether the scoping and pre-feasibility studies will adhere to the
definitions and
guidelines in Subpart 1300 of Regulation S-K, and other details that
would characterize or
convey the scale or adequacy of the studies to be performed during the
next twelve
months, relative to the Titan Project development milestones and
timelines mentioned
elsewhere in your filing, to comply with Item 1304(b) of Regulation
S-K.
If you do not have detailed plans for any component of the exploration
and development
plans referenced above, please include a statement to this effect in
your disclosure.
4. We note that you have removed details of your Titan Project
exploration activities in
response to prior comment 10. However, you previously characterized
the property as
"one of the largest critical mineral deposits in the U.S.," and you
currently disclose that
you have completed exploration drilling programs comprising more than
10,000 meters,
which we understand includes 107 sonic core drill holes amounting to
4,101 meters that
are associated with your report of mineral resources under the JORC
Code.
We also note disclosures elsewhere in the filing indicating that
executive compensation
and certain equity instruments are economically correlated with Titan
Project
development milestones and timelines. Given the foregoing, we continue
to believe that
Anastasios Arima
FirstName LastNameAnastasios Arima
IperionX Limited
Comapany
April NameIperionX Limited
12, 2022
April 312, 2022 Page 3
Page
FirstName LastName
you will need to provide additional disclosures about your exploration
results to comply
with Item 1304(g)(2), (4) and (6)(i) of Regulation S-K, while adhering
to Item 1302 (a)(1)
of Regulation S-K. Please revise accordingly.
Additional Information
Share Capital
Overview, page 64
5. Please modify your disclosures in this section to address both
ordinary shares and
performance shares under appropriate sub-headings. Your disclosure
about performance
shares should specify the number of Class A and Class B performance
shares issued, as
requested in prior comment 12, and indicate how the Pre-Feasibility
Study Milestone
criteria and the First Production Milestone criteria will be applied
in determining whether
the shares are converted into ordinary shares on a 1:1 basis or some
other basis.
For example, commentary about performance shares in the eighth and
ninth bullet points
on page 65 may be repositioned to a Performance Share sub-heading
under Overview, and
expanded to clarify how the conversion terms function if milestone
criteria are not
achieved. Given your response to prior comment 13, indicating that
conversion terms in
the event that performance criteria are not achieved depend on the
number of holders,
please disclose the number of holders of each class and the number of
ordinary shares into
which the Class A and Class B shares will convert for any shares that
do not convert on a
1:1 basis, in the event that neither performance criterion is met, or
if only one performance
criterion is met.
Please also clarify whether holders of the Class A performance shares
are also the holders
of the Class B performance shares.
Financial Statements
Annual Consolidated Financial Statements of IperionX Limited (formerly Hyperion
Metals
(Australia) Pty. Ltd.)
Note 10 - Contributed Equity, page F-17
6. We note that you have modified the equity movements tabulation in
response to prior
comment 13 to eliminate the reversing entry for previously issued
shares while adjusting
the number of shares issued to effect the exchange, also to show the
Class A and Class B
performance shares in separate columns, and to identify shares issued
to facilitators apart
from the recognition of legal acquirer shares. Please address the
following additional
points.
Based on your description of the exchange it appears that you
would need to adjust
the first two lines of your tabulation, beyond the opening zero
balances, to reflect the
application of paragraph B22(d) of IFRS 3, and to remove the
third line depicting the
issuance of shares to complete the transaction. For example, if
the ordinary and
Anastasios Arima
FirstName LastNameAnastasios Arima
IperionX Limited
Comapany
April NameIperionX Limited
12, 2022
April 412, 2022 Page 4
Page
FirstName LastName
performance shares were issued to the same recipients of the
initial issuances on a pro
rata basis, it appears that you would multiply the ordinary share
activity by 265
(26,500,000 divided by 100,000), which would convert the 1 to 265
and the 99,999 to
26,499,735, and that you would report performance shares of 180
in each of the A
and B columns (18,000,000 divided by 100,000) for the first line,
and 17,999,820 in
each of the A and B columns on the second line, to comply with
this guidance.
Please clarify if there are reasons you have not applied this
guidance as prescribed or
if any of these shares were issued to other parties.
Modify the tabulation of interim equity movements on page F-67
to present the Class
A and Class B performance shares in separate columns, as you have
done with the
corresponding disclosure on page F-17, and to report equity
movements for the
corresponding period of the preceding fiscal year, to comply with
paragraph 5(ea) of
IAS 34 and paragraph 38A of IAS 1.
Modify the equity statements on pages F-5 and F-64 to
separately identify the entry
corresponding to the shares that were issued to facilitators, and
expand your
disclosure under this heading to explain how you accounted for
the shares, including
your valuation approach and rationale, and to identify the
recipients and to describe
the services that were provided which facilitated the reverse
acquisition.
7. We note that you have modified the disclosure in the first paragraph
on page F-19 in
response to prior comment 13 to indicate that each holder of
performance shares not
converted into ordinary shares on a 1:1 basis pursuant to either the
Pre-Feasibility Study
Milestone criteria applicable to the Class A performance shares, or
the First Production
Milestone criteria applicable to the Class B performance shares, would
receive a single
ordinary share in exchange for all performance shares held at the
applicable expiry date.
Please expand this disclosure to specify the number of ordinary shares
into which the
Class A and Class B shares will convert if neither performance
criterion is met and if only
one performance criterion is met.
Note 14 - Reverse Acquisition Accounting, page F-22
8. We note that you describe in footnote (1) to the tabulation on page
F-23 various
considerations made in computing the value of equity utilized in your
computation of the
cost of listing. However, it is unclear how the value of equity
interests deemed to have
been issued by HMAPL were adjusted by the fair value of share-based
contingent
consideration deemed to have been issued to the existing equity
holders of the Company
and the fair value of share-based contingent consideration issued to
the equity holders of
HMAPL, as indicated. You also state that US$6,433,752 has been
allocated to issued
share capital (i.e. ordinary shares and performance shares).
Please quantify the individual components and adjustments made in a
separate tabulation,
including any shares issued to the facilitators identified in your
response to prior comment
Anastasios Arima
IperionX Limited
April 12, 2022
Page 5
13, if applicable, and explain why contingent consideration issued to
the stockholders of
each entity is appropriately reflected in the computation and consistent
with the guidance
in paragraph B20 of IFRS 3, if this is your view.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 or
Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding
comments on the
financial statements and related matters. For questions regarding engineering
comments, you
may contact John Coleman, Mining Engineer, at (202) 551-3610. You may contact
Timothy S.
Levenberg, Special Counsel, at (202) 551-3707 or Loan Lauren Nguyen, Legal
Branch Chief, at
(202) 551-3642 with any other questions.
Sincerely,
FirstName LastNameAnastasios Arima
Division of
Corporation Finance
Comapany NameIperionX Limited
Office of Energy &
Transportation
April 12, 2022 Page 5
cc: Jeanne McMullin, Esq., Chief Legal Officer
FirstName LastName