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 20, 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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Aperam is a global player in stainless, electrical and specialty steel and recycling. The business is organized in four primary reportable segments: Stainless & Electrical Steel, Services & Solutions, Alloys & Specialties and Recycling & Renewables, which aims to place the circular economy at the heart of Aperam’s growth strategy.

■	The agreement will use scrap titanium feedstocks from manufacturing waste and end-of-life titanium metal products to re-shore advanced low-carbon titanium metal production and create a more sustainable, 100% recycled U.S. titanium supply chain.

■	IperionX agreed to an order with Lockheed Martin for the delivery of titanium plate components produced using IperionX’s U.S. manufactured titanium.

■	The titanium plate components for Lockheed Martin will be manufactured with powder metallurgy production methods and IperionX’s advanced titanium angular powder.

■	To deliver higher performance and durability, IperionX will also employ its patented HSPT technologies.

■	IperionX agreed to an order with GKN Aerospace for the delivery of titanium plate test components manufactured with IperionX’s advanced titanium technologies.

■	GKN Aerospace is the world’s leading multi-technology ‘Tier-1’ aerospace supplier and serves over 90% of the world’s aircraft and engine manufacturers, designing and manufacturing innovative smart aerospace systems and components.

■	The collaboration with GKN Aerospace builds on the successful testing and validation of IperionX 100% recycled titanium powder made from GKN scrap titanium feedstocks and focuses on the manufacturing of high-performance titanium plate for testing.

■	Delivery of the test components may also form part of further collaboration efforts between GKN Aerospace and IperionX – including projects linked to the U.S. Department of Defense.

■	IperionX and Heroux-Devtek signed an agreement to underpin a 100% recycled titanium supply chain using scrap titanium metal from the aerospace industry.

■	Heroux-Devtek specializes in the design, development, manufacture, and repair of landing gear, actuation systems and components for the global aerospace market, and is the third largest landing gear company in the world.

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Under the partnership, Heroux-Devtek will supply IperionX with Ti-6Al-4V alloy scrap metal generated from landing gear manufacturing. In turn, IperionX will employ its patented titanium processing technologies to convert this titanium scrap into low-carbon titanium for future applications. The processing of the Heroux- Devtek titanium scrap will be expertly managed by Aperam / ELG Utica Alloys.

■	The Tennessee Department of Environment & Conservation confirmed that all regulatory requirements were met for IperionX’s Titan Project and that it is fully permitted for development and operations.

■	The Titan Critical Minerals Project, located in Tennessee, offers a leading combination of low energy costs, world class infrastructure, skilled workforce, low taxation rates, high levels of domestic demand and a wide range of U.S. government incentive and funding opportunities.

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Global demand for titanium, zircon and rare earth critical minerals continues to increase, yet supply is increasingly reliant on high-risk jurisdictions with long distance, carbon intensive supply chains. The U.S. currently imports over 80% of titanium minerals and almost 100% of its separated rare earth oxides from foreign nations.

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Once fully developed, the Titan Project is expected to be a key domestic source of critical titanium, zirconium and rare earth minerals. This world-class project can reduce the U.S.’s acute reliance on critical mineral imports from foreign nations and re-build a sustainable domestic supply chain that is essential for advanced U.S. industries.

■	IperionX exercised its option to acquire key packages of land that form a core component of the mineral resource estimate at the Titan Project. The cost of these acquisitions was approximately US$2 million.

■	IperionX is currently evaluating the opportunity to sell and subsequently lease back the surface and mineral rights to these properties as well as other existing Company-owned properties.

■	A sale-leaseback of the properties has the potential to generate approximately US$4 million to US$5 million in working capital.

■	Positive results of feasibility level metallurgical test work confirmed a material increase in the recoveries of higher value natural rutile, zircon and rare earth mineral products.

■	Successful completion of metallurgical test work advances a major long lead-time for project development.

■	Multiple strategic financing and offtake partners have demonstrated significant interest in the Titan Project’s valuable titanium, rare earth and zircon critical minerals.

■	A major Japanese conglomerate sole funded bulk sample and due diligence test work at the Titan Project to advance potential sales offtake and development financing.

■	During the quarter, IperionX announced that it had won the prestigious R&D 100 award for its innovative Hydrogen Assisted Metallothermic Reduction (HAMR) titanium production process.

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

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General Dynamics Land Systems, an arm of General Dynamics Corporation (NYSE: GD)

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BAE Systems, Inc., the U.S. subsidiary of BAE Systems PLC (LON: BA)

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American Rheinmetall Defense, Inc., the U.S. counterpart of Rheinmetall AG (FRA: RHM)

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Oshkosh Corporation (NYSE: OSK)

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AM General, a privately held firm based in South Bend, Indiana

	Activity	US$000
	Geological consultants	(22)
	Metallurgical test work	(4)
	Permitting	(5)
	Sustainability	(22)
	Community relations	(14)
	Surveying	(60)
	Data and imagery	(3)
	Field supplies, equipment rental, vehicles, travel and other	(26)
	Total as reported in Appendix 5B	(156)

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Consolidated statement of cash flows		Current quarter USD$’000	Year to date (3 months) USD$’000
	(e)    investments	-	-
	(f)     other non-current assets	-	-
2.2	Proceeds from the disposal of:
	(a)    entities	-	-
	(b)    tenements	-	-
	(c)    property, plant and equipment	-	-
	(d)    investments	-	-
	(e)    other non-current assets	-	-
2.3	Cash flows from loans to other entities	-	-
2.4	Dividends received (see note 3)	-	-
2.5	Other (provide details if material)	-	-
2.6	Net cash from / (used in) investing activities	(2,979)	(2,979)

3.	Cash flows from financing activities
3.1	Proceeds from issues of equity securities (excluding convertible debt securities)	-	-
3.2	Proceeds from issue of convertible debt securities	-	-
3.3	Proceeds from exercise of options	195	195
3.4	Transaction costs related to issues of equity securities or convertible debt securities	(6)	(6)
3.5	Proceeds from borrowings	-	-
3.6	Repayment of borrowings	-	-
3.7	Transaction costs related to loans and borrowings	-	-
3.8	Dividends paid	-	-
3.9	Other (provide details if material)	(80)	(80)
	(a) principal portion of lease liabilities
3.10	Net cash from / (used in) financing activities	109	109

Consolidated statement of cash flows		Current quarter USD$’000	Year to date (3 months) USD$’000
4.	Net increase / (decrease) in cash and cash equivalents for the period
4.1	Cash and cash equivalents at beginning of period	11,938	11,938
4.2	Net cash from / (used in) operating activities (item 1.9 above)	(3,764)	(3,764)
4.3	Net cash from / (used in) investing activities (item 2.6 above)	(2,979)	(2,979)
4.4	Net cash from / (used in) financing activities (item 3.10 above)	109	109
4.5	Effect of movement in exchange rates on cash held	(173)	(173)
4.6	Cash and cash equivalents at end of period	5,131	5,131

5.	Reconciliation of cash and cash equivalents at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts	Current quarter USD$’000	Previous quarter USD$’000
5.1	Bank balances	2,986	9,158
5.2	Call deposits	2,145	2,780
5.3	Bank overdrafts	-	-
5.4	Other (provide details)	-	-
5.5	Cash and cash equivalents at end of quarter (should equal item 4.6 above)	5,131	11,938

8.	Estimated cash available for future operating activities	USD$’000
8.1	Net cash from / (used in) operating activities (item 1.9)	(3,764)
8.2	(Payments for exploration & evaluation classified as investment activities) (item 2.1(d))	-
8.3	Total relevant outgoings (item 8.1 + item 8.2)	(3,764)
8.4	Cash and cash equivalents at quarter end (item 4.6)	5,131
8.5	Unused finance facilities available at quarter end (item 7.5)	-
8.6	Total available funding (item 8.4 + item 8.5)	5,131
8.7	Estimated quarters of funding available (item 8.6 divided by item 8.3)	1.4

8.8.2.

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

8.8.3.

Does the entity expect to be able to continue its operations and to meet its business objectives and, if so, on what basis?

1	This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.

2	This statement gives a true and fair view of the matters disclosed.

Date:	October 31, 2023
Authorised by:	Company Secretary
	(Name of body or officer authorising release – see note 4)

1.

This quarterly cash flow report and the accompanying activity report provide a basis for informing the market about the entity’s activities for the past quarter, how they have been financed and the effect this has had on its cash position. An entity that wishes to disclose additional information over and above the minimum required under the Listing Rules is encouraged to do so.

2.

If this quarterly cash flow report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report. If this quarterly cash flow report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standards apply to this report.

3.	Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.

4.

If this report has been authorised for release to the market by your board of directors, you can insert here: “By the board”. If it has been authorised for release to the market by a committee of your board of directors, you can insert here: “By the [name of board committee – eg Audit and Risk Committee]”. If it has been authorised for release to the market by a disclosure committee, you can insert here: “By the Disclosure Committee”.

5.

If this report has been authorised for release to the market by your board of directors and you wish to hold yourself out as complying with recommendation 4.2 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations, the board should have received a declaration from its CEO and CFO that, in their opinion, the financial records of the entity have been properly maintained, that this report complies with the appropriate accounting standards and gives a true and fair view of the cash flows of the entity, and that their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

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