TAOFF IperionX Ltd (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER

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

Securities Exchange Act of 1934

Date: February 2024

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IperionX Limited

(Translation of registrant’s name into English)

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129 W Trade Street, Suite 1405

Charlotte, North Carolina

(Address of principal executive offices)

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

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EXHIBIT INDEX

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

SIGNATURE

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

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(a)

a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or

(b)

the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or

(c)

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i)

the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and

(ii)

the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

(a)

a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or

(b)

the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or

(c)

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i)

the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and

(ii)

the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

(a)

it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and

(b)

it is not cast on behalf of Mr Todd Hannigan or his nominee(s) or any of his, or their, associates.

(a)

the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or

(b)

the person appointed as proxy is the Chair and the written appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

(a)

a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or

(b)

the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or

(c)

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i)

the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and

(ii)

the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

(a)

it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and

(b)

it is not cast on behalf of Mr Anastasios Arima or his nominee(s) or any of his, or their, associates.

(a)

the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or

(b)

the person appointed as proxy is the Chair and the written appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2.1

Proxies

(a)

a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

(b)

a proxy need not be a member of the Company; and

(c)

a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may exercise half of the votes.

2.2	Attendance at Meeting

3.1	Background to Placement

3.2

General

3.3	Listing Rule 7.1

3.4	Specific information required by Listing Rule 7.5

(a)

The Shares were issued to existing institutional investors of the Company. No investor under the Placement was a related party of the Company, a member of the Key Management Personnel, a substantial shareholder of the Company or an adviser of the Company or an associate of any of those persons, other than FIL Limited, FMR LLC, and B. Riley Financial, Inc. who are existing substantial Shareholders of the Company.

(b)

21,000,000 Shares were issued pursuant to Listing Rule 7.1, ratification of which is sought pursuant to Resolution 1.

(c)

The Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue.

(d)

The Shares were issued on 6 November 2023.

(e)

The Shares were issued at an issue price of A$1.25 per Share to raise approximately A$26.3 million (before costs).

(f)

Funds raised from the issue of the Shares under the Placement are intended to be used as detailed in Section 3.1.

(g)

The Shares were issued pursuant to placement confirmation letters pursuant to which the Placement Participants received Shares at an issue price of A$1.25 per Share.

(h)

Bell Potter Securities Limited acted as lead manager to the Placement pursuant to an engagement letter on standard terms and conditions for a capital raising engagement letter. Bell Potter Securities Limited received a cash fee of approximately A$525,000.

(i)

A voting exclusion statement is included in the Notice for Resolution 1.

3.5	Board recommendation

4.1

General

(a)

up to 478,000 RSUs to Mr Todd Hannigan (and/or his nominee(s)) (Resolution 2); and

(b)

up to 956,000 RSUs to Mr Anastasios Arima (and/or his nominee(s)) (Resolution 3).

(a)

based on a U.S. market standard framework, and

(b)

aligned with shareholder expectations.

(a)

one-third after continuous service until 31 December 2024;

(b)

one-third after continuous service until 31 December 2025; and

(c)

one-third after continuous service until 31 December 2026.

4.2	Chapter 2E of the Corporations Act

(a)

obtain the approval of its shareholders in the manner set out in sections 217 to 227 of the Corporations Act; and

(b)

give the benefit within 15 months of such approval,

4.3	Section 200B of the Corporations Act

(a)

it is approved by shareholders under section 200E of the Corporations Act; or

(b)

an exemption applies (for example, where the benefit together with other benefits does not exceed the payment limits set out in the Corporations Act, including where the aggregate benefits do not exceed one year’s average base salary).

4.4	Specific information required by section 200E of the Corporations Act

(a)

the amount or value of the benefit relating to the RSUs pursuant to Resolution 2 or 3 to be held by Messrs Hannigan or Arima (and/or their respective nominee(s)) which may arise in connection with their retirement from a managerial or executive office cannot presently be ascertained (please refer to Section 4.5(d) for an estimate of the current value of the RSUs (if they were on issue)). However, matters, events and circumstances that will, or are likely to affect the calculation of that amount or value include:

(i)

the number of RSUs held prior to ceasing employment;

(ii)

the outstanding conditions (if any) of vesting of the RSUs;

(iii)

the circumstances of, or reasons for, ceasing employment or engagement with the Company and whether it constitutes a Qualifying Termination;

(iv)

the length of service with the Company and performance over that period of time;

(v)

the market price of the Shares on ASX at the relevant time when the amount or value of the RSUs is determined;

(vi)

any changes in law; and

(vii)

the risk free rate of return in Australia and the estimated volatility of the Shares on ASX at the relevant time; and

(b)

the Company intends to calculate the value of the benefit relating to the RSUs at the relevant time based on the above factors. An appropriate valuation of the RSUs can be determined using the market price of the Shares at the date of the Notice.

4.5	Specific information required by section 219 of the Corporations Act

(a)

The financial benefits relating to the issue of the RSUs are being provided to:

(i)

Mr Todd Hannigan (and/or his nominee(s)), Executive Chairman under Resolution 2; and

(ii)

Mr Anastasios Arima (and/or his nominee(s)), CEO and Managing Director under Resolution 3.

(b)

The maximum number of RSUs to be granted to:

(i)

Mr Todd Hannigan (and/or his nominee(s)) is up to 478,000 RSUs pursuant to Resolution 2; and

(ii)

Mr Anastasios Arima (and/or his nominee(s)) is up to 956,000 RSUs pursuant to Resolution 3.

(c)

The RSUs are being issued to Messrs Hannigan and Arima as part of their Director compensation arrangements. The Company considers the issuance of RSUs to be a cost effective way to provide compensation benefits to Directors, and to align the Directors interests with the interest of Shareholders, which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Messrs Hannigan and Arima. The RSUs will be granted to Messrs Hannigan and Arima (and/or their nominee(s)) on the terms and conditions in Schedule 2.

(d)

The RSUs have an estimated value of A$1.840 (based on the underlying Share price of A$1.840, being the closing price of a Share on ASX on 6 February 2024). As a result, the total value attributed to the RSUs to be issued to Mr Hannigan (and/or his nominees) would be approximately A$879,520 and the total value attributed to the RSUs to be issued to Mr Arima (and/or his nominees) would be approximately A$1,759,040.

(e)

The current remuneration package of:

(i)

Mr Todd Hannigan consists of fees of US$250,000 per annum and a discretionary performance bonus target of up to US$125,000 per annum upon the achievement of relevant KPIs. In addition, Mr Todd Hannigan has previously been granted 3,500,000 Performance Rights (that vest upon the Company achieving a 30-day VWAP of at least A$4.00 per Share and expiring 23 April 2026); and

(ii)

Mr Anastasios Arima consists of a salary of US$400,000 per annum and a discretionary performance bonus target of up to US$240,000 per annum upon the achievement of relevant KPIs. In addition, Mr Anastasios Arima has previously been granted 6,000,000 Performance Rights (2,000,000 Performance Rights that vest upon the Company achieving a 30-day VWAP of at least A$2.00 per Share, 2,000,000 Performance Rights that vest upon the Company achieving a 30-day VWAP of at least A$3.00 per Share, and 2,000,000 Performance Rights that vest upon the Company achieving a 30-day VWAP of at least A$4.00 per Share, expiring 23 April 2026).

(f)

As at the date of the Notice, Messrs Hannigan and Arima's interests in the securities of the Company are as follows:

1.

Performance Shares and Performance Options were issued to the vendors of Hyperion Metals (Australia) Pty Ltd (HMAPL) as part of the Company’s acquisition of HMAPL on 1 December 2020, following Shareholder approval on 30 November 2020. The Performance Shares and Performance Options are subject to satisfaction of the following performance criteria:

(a)

50% of the Performance Shares and Performance Options will convert into Shares upon completion of a positive prefeasibility study (prepared in accordance with the JORC Code and independently verified by a Competent Person) for heavy mineral sands mining and processing on any of the Titan Project area which demonstrates a net present value of at least A$200,000,000 before 17 September 2024 (Pre-Feasibility Study Milestone); and

(b)

50% of the Performance Shares and Performance Options will convert into Shares upon commencement of commercial production from the Titan Project area before September 17, 2025 (First Production Milestone).

(g)

If all the RSUs subject to Resolutions 2 and 3 are converted into Shares, a total of 1,434,000 Shares would be issued. This will increase the number of Shares on issue from 227,766,713 (being the total number of Shares on issue as at the date of the Notice) to 229,200,713 (assuming no further issues of Shares and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 0.6%.

(h)

The historical quoted price information for Shares for the last twelve months from the date of the Notice is as follows:

(i)

Mr Todd Hannigan has an interest in Resolution 2 and therefore believes it inappropriate to make a recommendation.

(j)

Mr Anastasios Arima has an interest in Resolution 3 and therefore believes it inappropriate to make a recommendation.

(k)

A voting exclusion statement is included in the Notice for Resolutions 2 and 3.

(l)

Other than the information above and otherwise detailed in the Notice, the Company believes there is no there is no other information that would be reasonably required by Shareholders to pass Resolutions 2 and 3.

4.6	Listing Rule 10.11

(a)

a Related Party;

(b)

a person who is, or was at any time in the six months before the issue or agreement, a substantial (30%+) holder in the company;

(c)

a person who is, or was at any time in the six months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

(d)

an associate of a person referred to in (a) to (c); or

(e)

a person whose relationship with the company or a person referred to in (a) to (d) is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

4.7	Specific information required by Listing Rule 10.13

(a)

The RSUs will be issued to:

(i)

Mr Todd Hannigan (and/or his nominee(s)), Executive Chairman under Resolution 2; and

(ii)

Mr Anastasios Arima (and/or his nominee(s)), CEO and Managing Director under Resolution 3.

(b)

Messrs Hannigan and Arima fall within Listing Rule 10.11.1 as they are related parties of the Company by virtue of being Directors.

(c)

The maximum number of RSUs to be granted to:

(i)

Mr Todd Hannigan (and/or his nominee(s)) is up to 478,000 RSUs pursuant to Resolution 2; and

(ii)

Mr Anastasios Arima (and/or his nominee(s)) is up to 956,000 RSUs pursuant to Resolution 3.

(d)

The material terms of the RSUs are detailed in Schedule 2.

(e)

The RSUs will be issued no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

(f)

The RSUs will be granted for nil consideration. Accordingly, no funds will be raised by the issue of the RSUs.

(g)

The RSUs are being issued to Messrs Hannigan and Arima as part of their Director compensation arrangements. The Company considers the issuance of RSUs to be a cost effective way to provide compensation benefits to Directors, and to align the Directors interests with the interest of Shareholders, which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Messrs Hannigan and Arima.

(h)

The current remuneration package of:

(i)

Mr Todd Hannigan consists of fees of US$250,000 per annum and a discretionary performance bonus target of up to US$125,000 per annum upon the achievement of relevant KPIs. In addition, Mr Todd Hannigan has previously been granted 3,500,000 Performance Rights (that vest upon the Company achieving a 30-day VWAP of at least A$4.00 per Share and expiring 23 April 2026); and

(ii)

Mr Anastasios Arima consists of a salary of US$400,000 per annum and a discretionary performance bonus target of up to US$240,000 per annum upon the achievement of relevant KPIs. In addition, Mr Anastasios Arima has previously been granted 6,000,000 Performance Rights (2,000,000 Performance Rights that vest upon the Company achieving a 30-day VWAP of at least A$2.00 per Share, 2,000,000 Performance Rights that vest upon the Company achieving a 30-day VWAP of at least A$3.00 per Share, and 2,000,000 Performance Rights that vest upon the Company achieving a 30-day VWAP of at least A$4.00 per Share, expiring 23 April 2026).

(i)

There is no agreement associated with the grant of the RSUs.

(j)

A voting exclusion statement is included in the Notice for Resolutions 2 and 3.

4.8	Board recommendation

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

1.2	The number of RSUs and Expiry Date for each are as follows:

1.3	Subject to the Holder's continuous service to the Company at the applicable vesting date:

(a)

one third of the RSUs issued to the Holder will vest on 31 December 2024;

(b)

one third of the RSUs issued to the Holder will vest on 31 December 2025; and

(c)

one third of the RSUs issued to the Holder will vest on 31 December 2026,

1.4

If:

(a)

the Holder is either removed as a director of the Company, or is not re-elected as a director of the Company after having notified the Board of their willingness to be re-elected, in either case for any reason other than the Holder having become disqualified or prohibited by law from being or acting as a director or from being involved in the management of a company; or

(b)

the Holder resigns as a director of the Company as a result of the Company’s breach of any of the terms of Holder’s letter of appointment as a director, or failure to obtain the necessary approvals for any annual grant RSUs; or

(c)

the Holder dies or resigns as a director of the Company as a result of Holder’s total and permanent disablement,

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

1.6

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

1.7	The Expiry Date for each RSU will be as determined by the Board in its sole and absolute discretion.

1.8	Where RSUs have not satisfied the Vesting Condition prior to the Expiry Date, those RSUs will automatically lapse.

1.9	The Company must within twenty (20) business days after the later of the following:

(a)

the satisfaction of the Vesting Conditions applicable to the RSUs; and

(b)

when excluded information in respect of the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information, provided that in no event will the shares be issued to a Holder subject to Section 409A of the US Internal Revenue Code be issued later than March 15 of the year following the year that includes satisfaction of the Vesting Conditions. If there is no such information, the relevant date will be the date the relevant Vesting Conditions are satisfied pursuant to clause 1.4;

(c)

allot and issue the Shares pursuant to the vesting of the RSUs;

(d)

as soon as reasonably practicable and if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(e)

apply for official quotation on ASX of Shares issued pursuant to the vesting of the RSUs.

1.10

Notwithstanding clause 1.7 above, solely with respect to Holders who are not U.S. residents or to the extent such does not otherwise violate Code Section 409A, the Company’s obligation to issue such Shares pursuant to clause 1.9(d) shall be postponed if such Holder at any time after the relevant Vesting Conditions are satisfied pursuant to clause 1.4 elects for the Shares to be issued to be subject to a holding lock for a period of twelve (12) months. Following any such election:

(a)

the Shares to be issued or transferred will be held by such Holder on the Company's issuer sponsored sub-register (and not in a CHESS sponsored holding);

(b)

the Company will apply a holding lock on the Shares to be issued or transferred and such Holder is taken to have agreed to that application of that holding lock;

(c)

the Company shall release the holding lock on the Shares on the earlier to occur of:

(i)

the date that is twelve (12) months from the date of issue of the Share; or

(ii)

the date the Company issues a disclosure document that qualifies the Shares for trading in accordance with section 708A(11) of the Corporations Act; or

(iii)

the date a transfer of the Shares occurs pursuant to clause 1.10(d) of these terms and conditions; and

(d)

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

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

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

1.13

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

1.14	A Holder who holds RSUs is not entitled to:

(a)

notice of, or to vote or attend at, a meeting of the Shareholders; or

(b)

receive any dividends declared by the Company,

(c)

any right to a return of capital, whether in winding up of the Company, upon a reduction of capital in the Company or otherwise;

(d)

participate in any new issues of securities offered to Shareholders during the term of the RSUs, or

(e)

cash for the RSUs or any right to participate in surplus assets of profits of the Company on winding up,

1.15	If during the term of any RSU, the Company makes a pro rata issue of securities to the Shareholders by way of a rights issue, a Holder shall not be entitled to participate in the rights issue in respect of any RSUs, only in respect of Shares issued in respect of vested RSUs.

1.16	A Holder will not be entitled to any adjustment to the number of Shares they are entitled to or adjustment to any Vesting Conditions which is based, in whole or in part, upon the Company’s share price, as a result of the Company undertaking a rights issue.

1.17

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

1.18	For the purposes of these terms and conditions, a "Change of Control Event" occurs if:

(a)

the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;

(b)

a Takeover Bid (as defined in the Corporations Act):

(i)

is announced;

(ii)

has become unconditional; and

(iii)

the person making the Takeover Bid has a Relevant Interest (as defined in the Corporations Act) in fifty percent (50%) or more of the issued Shares;

(c)

any person acquires a Relevant Interest in fifty and one-tenths percent (50.1%) or more of the issued Shares by any other means; or

(d)

the announcement by the Company that a sale or transfer (in one transaction or a series of related transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.

1.19

Where a Change of Control Event has (i) occurred or (ii) been announced by the Company and, in the opinion of the Board, will or is likely to occur, all granted RSUs which have not yet vested or lapsed shall automatically and immediately vest, regardless of whether any Vesting Conditions have been satisfied.

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

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

1.22

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