IperionX Limited
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
for the interim periods ended December 31, 2023 and 2022
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FINANCIAL STATEMENTS | |
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IperionX Limited UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the six months ended December 31, 2023 and 2022 |
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income FOR THE PERIODS ENDED DECEMBER 31, 2023 AND 2022 |
Six Months Ended | Six Months Ended | |||||||||
Note | December 31, 2023 US$ | December 31, 2022 US$ | ||||||||
Continuing operations | ||||||||||
Research and development costs | (3,763,468 | ) | (2,099,309 | ) | ||||||
Exploration and evaluation expenses | (1,458,125 | ) | (1,517,474 | ) | ||||||
Corporate and administrative expenses | (2,470,238 | ) | (2,161,671 | ) | ||||||
Business development expenses | (1,320,441 | ) | (1,333,073 | ) | ||||||
Share-based payment expense | (1,108,090 | ) | (1,566,231 | ) | ||||||
Finance income | 210,558 | 198,282 | ||||||||
Finance costs | (61,638 | ) | (30,717 | ) | ||||||
Other income and expenses | (523,577 | ) | (243,884 | ) | ||||||
Loss before income tax | (10,495,019 | ) | (8,754,077 | ) | ||||||
Income tax expense | - | - | ||||||||
Loss for the period | (10,495,019 | ) | (8,754,077 | ) | ||||||
Loss attributable to members of IperionX Limited | (10,495,019 | ) | (8,754,077 | ) | ||||||
Other comprehensive income | ||||||||||
Items that may be reclassified subsequently to profit or loss: | ||||||||||
Exchange differences arising on translation of foreign operations | 571,034 | (102,645 | ) | |||||||
Other comprehensive loss for the period, net of tax | 571,034 | (102,645 | ) | |||||||
Total comprehensive loss for the period | (9,923,985 | ) | (8,856,722 | ) | ||||||
Total comprehensive loss attributable to members of IperionX Limited | (9,923,985 | ) | (8,856,722 | ) | ||||||
Loss per share | ||||||||||
Basic and diluted loss per share (US$ per share) | (0.05 | ) | (0.06 | ) |
The above Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.
F-2
IperionX Limited UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the six months ended December 31, 2023 and 2022 |
Note | December 31, 2023 US$ | June 30, 2023 US$ | ||||||||||
ASSETS | ||||||||||||
Current Assets | ||||||||||||
Cash and cash equivalents | 17,329,952 | 11,937,941 | ||||||||||
Trade and other receivables | 2,704,811 | 228,395 | ||||||||||
Prepayments | 3,527,497 | 588,395 | ||||||||||
Total Current Assets | 23,562,260 | 12,754,731 | ||||||||||
Non-Current Assets | ||||||||||||
Property, plant and equipment | 4 | 4,580,521 | 3,989,783 | |||||||||
Exploration and evaluation assets | 5 | 5,900,713 | 3,059,021 | |||||||||
Prepayments | - | 3,000,000 | ||||||||||
Total Non-Current Assets | 10,481,234 | 10,048,804 | ||||||||||
TOTAL ASSETS | 34,043,494 | 22,803,535 | ||||||||||
LIABILITIES | ||||||||||||
Current Liabilities | ||||||||||||
Trade and other payables | 6 | 2,185,625 | 1,180,984 | |||||||||
Loans and borrowings | 7 | 440,482 | 382,626 | |||||||||
Provisions | - | 84,009 | ||||||||||
Total Current Liabilities | 2,626,107 | 1,647,619 | ||||||||||
Non-Current Liabilities | ||||||||||||
Loans and borrowings | 7 | 1,241,626 | 592,688 | |||||||||
Total Non-Current Liabilities | 1,241,626 | 592,688 | ||||||||||
TOTAL LIABILITIES | 3,867,733 | 2,240,307 | ||||||||||
NET ASSETS | 30,175,761 | 20,563,228 | ||||||||||
EQUITY | ||||||||||||
Contributed equity | 8 | 78,897,119 | 58,764,248 | |||||||||
Reserves | 9 | 13,970,489 | 13,995,808 | |||||||||
Accumulated losses | (62,691,847 | ) | (52,196,828 | ) | ||||||||
TOTAL EQUITY | 30,175,761 | 20,563,228 |
The above Condensed Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
F-3
IperionX Limited UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the six months ended December 31, 2023 and 2022 |
Condensed Consolidated Statement of Changes in Equity FOR THE PERIODS ENDED DECEMBER 31, 2023 AND 2022 |
Contributed Equity US$ | Share- Based Payments Reserve US$ | Foreign Currency Translation Reserve US$ | Accumulated Losses US$ | Total Equity US$ | ||||||||||||||||
Balance at July 1, 2023 | 58,764,248 | 15,004,052 | (1,008,244 | ) | (52,196,828 | ) | 20,563,228 | |||||||||||||
Net loss for the period | - | - | - | (10,495,019 | ) | (10,495,019 | ) | |||||||||||||
Exchange differences arising on translation of foreign operations | - | - | 571,034 | - | 571,034 | |||||||||||||||
Total comprehensive loss | - | - | 571,034 | (10,495,019 | ) | (9,923,985 | ) | |||||||||||||
Issue of shares - share placement | 17,088,750 | - | - | - | 17,088,750 | |||||||||||||||
Issue of shares - exercise of options | 3,127,752 | (1,388,649 | ) | - | - | 1,739,103 | ||||||||||||||
Issue of shares - conversion of RSUs | 225,735 | (225,735 | ) | - | - | - | ||||||||||||||
Issue of shares - conversion of employee rights | 15,059 | (15,059 | ) | - | - | - | ||||||||||||||
Issue of shares to a consultant | 75,000 | (75,000 | ) | - | - | - | ||||||||||||||
Share issue costs | (399,425 | ) | - | - | - | (399,425 | ) | |||||||||||||
Share-based payment expense | - | 1,108,090 | - | - | 1,108,090 | |||||||||||||||
Balance at December 31, 2023 | 78,897,119 | 14,407,699 | (437,210 | ) | (62,691,847 | ) | 30,175,761 | |||||||||||||
Balance at July 1, 2022 | 29,782,268 | 12,985,856 | (596,331 | ) | (34,752,074 | ) | 7,419,719 | |||||||||||||
Net loss for the period | - | - | - | (8,754,077 | ) | (8,754,077 | ) | |||||||||||||
Exchange differences arising on translation of foreign operations | - | - | (102,645 | ) | - | (102,645 | ) | |||||||||||||
Total comprehensive loss | - | - | (102,645 | ) | (8,754,077 | ) | (8,856,722 | ) | ||||||||||||
Issue of shares - share placement | 16,117,800 | - | - | - | 16,117,800 | |||||||||||||||
Issue of shares - exercise of options | 194,205 | (72,935 | ) | - | - | 121,270 | ||||||||||||||
Issue of shares - conversion of RSUs | 167,487 | (167,487 | ) | - | - | - | ||||||||||||||
Share issue costs | (1,347,128 | ) | 354,788 | - | - | (992,340 | ) | |||||||||||||
Share-based payment expense | - | 1,566,231 | - | - | 1,566,231 | |||||||||||||||
Balance at December 31, 2022 | 44,914,632 | 14,666,453 | (698,976 | ) | (43,506,151 | ) | 15,375,958 |
The above Condensed Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
F-4
IperionX Limited UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the six months ended December 31, 2023 and 2022 |
Note | Six Months Ended December 31, 2023 US$ | Six Months Ended December 31, 2022 US$ | ||||||||||
Cash flows from operating activities | ||||||||||||
Receipts from customers | 25,415 | - | ||||||||||
Payments to suppliers and employees | (8,158,175 | ) | (7,625,235 | ) | ||||||||
Interest received | 210,558 | 46,412 | ||||||||||
Interest paid | (52,665 | ) | (12,137 | ) | ||||||||
Net cash flows used in operating activities | (7,974,867 | ) | (7,590,960 | ) | ||||||||
Cash flows from investing activities | ||||||||||||
Purchase of property, plant and equipment | (2,005,366 | ) | (1,179,703 | ) | ||||||||
Purchase of exploration and evaluation assets | 5 | (2,841,692 | ) | (418,200 | ) | |||||||
Net cash flows used in investing activities | (4,847,058 | ) | (1,597,903 | ) | ||||||||
Cash flows from financing activities | ||||||||||||
Proceeds from issue of shares | 18,827,852 | 16,239,070 | ||||||||||
Share issue costs | (399,425 | ) | (992,340 | ) | ||||||||
Repayment of borrowings | (2,928 | ) | (2,751 | ) | ||||||||
Payment of principal portion of lease liabilities | (198,121 | ) | (338,366 | ) | ||||||||
Net cash flows from financing activities | 18,227,378 | 14,905,613 | ||||||||||
Net increase in cash and cash equivalents | 5,405,453 | 5,716,750 | ||||||||||
Net foreign exchange differences | (13,442 | ) | 49,225 | |||||||||
Cash and cash equivalents at the beginning of the period | 11,937,941 | 5,672,551 | ||||||||||
Cash and cash equivalents at the end of the period | 17,329,952 | 11,438,526 |
The above Condensed Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
F-5
IperionX Limited UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the six months ended December 31, 2023 and 2022 |
1. MATERIAL ACCOUNTING POLICY INFORMATION
Corporate information
IperionX Limited (“IperionX” or “Company”) is a for-profit company limited by shares, incorporated and domiciled in Australia. Our registered office is located at Level 9, 28 The Esplanade, Perth, Western Australia, 6000. Our ordinary shares are listed on the Australian Securities Exchange, or ASX, under the symbol “IPX”, and our American Depository Shares, or ADSs, each representing ten (10) of our ordinary shares, are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “IPX”.
The principal activities of the Group during the six months ended December 31, 2023 consisted of the exploration and development of its mineral properties in the United States and the research and development of its associated metals technologies to support an integrated titanium processing operation.
The unaudited interim condensed consolidated financial statements of IperionX and its subsidiaries (the “Consolidated Entity” or the “Group”) for the six months ended December 31, 2023 (the “Interim Financial Statements”) were authorised for issue in accordance with a resolution of the Directors on March 14, 2024.
Basis of preparation
The Interim Financial Statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting issued by the International Accounting Standard Board (“IASB”). The preparation of the Interim Financial Statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year-to-date basis. Actual results may differ from those estimates.
The Interim Financial Statements do not include all the notes of the type normally included in annual financial statements and are not necessarily indicative of the results of operations and cash flows expected for the year ended June 30, 2024. Accordingly, the Interim Financial Statements are to be read in conjunction with the annual consolidated financial statements of the Group for the year ended June 30, 2023. In the opinion of management, the accompanying Interim Financial Statements reflect all adjustments consisting only of normal recurring adjustments, which are necessary for a fair presentation of the financial results of such period. The financial report has been prepared on a historical cost basis and is presented in United States dollars ($).
The accounting policies and methods of computation adopted in the preparation of the Interim Financial Statements are consistent with those adopted and disclosed in the annual consolidated financial statements of the Group for the year ended June 30, 2023, except as disclosed below. These accounting policies are consistent with Australian Accounting Standards.
Going concern
The interim financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realization of assets and the settlement of liabilities in the normal course of business.
The Group had net cash outflows from operating and investing activities of US$12,821,925 for the six months ended December 31, 2023 (December 31, 2022: US$9,188,863). At December 31, 2023, the Group had cash and cash equivalents of US$17,329,952 (December 31, 2022: US$11,438,526).
The ongoing operation of the Group remains dependent upon raising further additional funding from shareholders or other parties. In light of the future expenditures to be incurred in executing on the Group’s current strategic plans to commercialize the Group’s titanium technologies and develop economically recoverable mineral deposits from the Group’s exploration properties, the Group is dependent on obtaining financing through equity financing, debt financing or other means. In the longer term, if the Group’s exploration, appraisal, and pilot activities are ultimately successful, additional funds will be required to develop the Group’s titanium technologies and exploration properties and commence commercial production. The ability to arrange such funding in the future will depend in part upon the prevailing capital market conditions as well as the business performance of the Group. There is no assurance that the Group will be successful in its efforts to raise additional funding on terms satisfactory to the Group. If the Group does not obtain additional funding, the Group may be required to delay, reduce the scope of, or eliminate its current or future exploration, appraisal, and pilot activities or relinquish rights to certain of its interests.
F-6
IperionX Limited UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the six months ended December 31, 2023 and 2022 |
Notes to the Condensed Consolidated Financial Statements FOR THE PERIODS ENDED DECEMBER 31, 2023 AND 2022 (continued) |
1. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
Basis of preparation (continued)
Going concern (continued)
These matters indicate that there is a material uncertainty related to events or conditions that may cast significant doubt (or raise substantial doubt as contemplated by Public Company Accounting Oversight Board (“PCAOB”) standards) about the Group’s ability to continue as a going concern and therefore the Group may be unable to realize its assets and discharge its liabilities in the normal course of business. However, the Directors are of the view that the Group will be able to raise additional funds as required to meet its obligations as and when they fall due and that the use of the going concern basis remains appropriate.
New and amended standards and interpretations
In the current period, the Group has adopted all of the new and revised standards, interpretations and amendments that are relevant to its operations and effective for annual reporting periods beginning on or after July 1, 2023.
The new standards have not had a material effect on the Group’s financial statements.
The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
2. SEGMENT INFORMATION
IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reports about components of the Consolidated Entity that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.
The Consolidated Entity operates in one segment, being exploration and development of minerals and metals in the United States.
3. DIVIDENDS PAID OR PROVIDED FOR
No dividend has been paid or provided for during the six months ended December 31, 2023 (December 31, 2022: nil).
4. PROPERTY, PLANT AND EQUIPMENT
Plant and equipment US$ | Right-of-use assets US$ | Total US$ | ||||||||||
December 31, 2023 | ||||||||||||
Carrying value at July 1, 2023 | 2,822,765 | 1,167,018 | 3,989,783 | |||||||||
Additions | 2,005,366 | 907,843 | 2,913,209 | |||||||||
Disposals | (2,030,083 | ) | - | (2,030,083 | ) | |||||||
Depreciation | (49,510 | ) | (242,878 | ) | (292,388 | ) | ||||||
Carrying amount at December 31, 2023 | 2,748,538 | 1,831,983 | 4,580,521 | |||||||||
- at cost | 3,009,884 | 2,451,719 | 5,461,603 | |||||||||
- accumulated depreciation | (261,346 | ) | (619,736 | ) | (881,082 | ) | ||||||
June 30, 2023 | ||||||||||||
Carrying value at July 1, 2022 | 922,118 | 465,868 | 1,387,986 | |||||||||
Additions | 2,077,794 | 950,537 | 3,028,331 | |||||||||
Depreciation | (177,147 | ) | (249,387 | ) | (426,534 | ) | ||||||
Carrying amount at June 30, 2023 | 2,822,765 | 1,167,018 | 3,989,783 | |||||||||
- at cost | 3,034,599 | 1,543,876 | 4,578,475 | |||||||||
- accumulated depreciation | (211,834 | ) | (376,858 | ) | (588,692 | ) |
F-7
IperionX Limited UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the six months ended December 31, 2023 and 2022 |
Notes to the Condensed Consolidated Financial Statements FOR THE PERIODS ENDED DECEMBER 31, 2023 AND 2022 (continued) |
5. EXPLORATION AND EVALUATION ASSETS
Titan Project US$ | ||||
December 31, 2023 | ||||
Carrying value at July 1, 2023 | 3,059,021 | |||
Additions | 2,841,692 | |||
Carrying amount at December 31, 2023 (1) | 5,900,713 | |||
June 30, 2023 | ||||
Carrying value at July 1, 2022 | 2,431,229 | |||
Additions | 627,792 | |||
Carrying amount at June 30, 2023 (1) | 3,059,021 |
Notes:
(1) | The ultimate recoupment of costs carried forward for exploration and evaluation is dependent on the successful development and commercial exploitation or sale of the respective areas of interest. |
6. TRADE AND OTHER PAYABLES
December 31, 2023 US$ | June 30, 2023 US$ | |||||||
Current | ||||||||
Trade payables | 1,068,905 | 711,011 | ||||||
Accruals | 1,100,562 | 455,241 | ||||||
Employee benefits | 16,158 | 14,732 | ||||||
Total trade and other payables | 2,185,625 | 1,180,984 |
F-8
IperionX Limited UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the six months ended December 31, 2023 and 2022 |
Notes to the Condensed Consolidated Financial Statements FOR THE PERIODS ENDED DECEMBER 31, 2023 AND 2022 (continued) |
7. LOANS AND BORROWINGS
December 31, 2023 US$ | June 30, 2023 US$ | |||||||
Current | ||||||||
Lease liabilities | 434,314 | 376,655 | ||||||
Other loans and borrowings | 6,168 | 5,971 | ||||||
Total current loans and borrowings | 440,482 | 382,626 | ||||||
Non-current | ||||||||
Lease liabilities | 1,219,860 | 567,796 | ||||||
Other loans and borrowings | 21,766 | 24,892 | ||||||
Total non-current loans and borrowings | 1,241,626 | 592,688 | ||||||
Total loans and borrowings | 1,682,108 | 975,314 |
8. CONTRIBUTED EQUITY
Issued capital
December 31, 2023 US$ | June 30, 2023 US$ | |||||||
224,297,550 ordinary shares (June 30, 2023: 193,493,973) | 78,897,119 | 58,764,248 | ||||||
78,897,119 | 58,764,248 |
Movements in issued capital
No. of Ordinary Shares | No. of Class A Performance Shares | No. of Class B Performance Shares | US$ | |||||||||||||
December 31, 2023 | ||||||||||||||||
Opening balance at July 1, 2023 | 193,493,973 | 19,800,000 | 19,800,000 | 58,764,248 | ||||||||||||
Issue of shares - share placement | 21,000,000 | - | - | 17,088,750 | ||||||||||||
Issue of shares - exercise of options | 9,331,823 | - | - | 3,127,752 | ||||||||||||
Issue of shares - conversion of rights | 13,755 | - | - | 15,059 | ||||||||||||
Issue of shares - conversion of RSUs | 341,461 | - | - | 225,735 | ||||||||||||
Issue of shares to a consultant | 116,538 | - | - | 75,000 | ||||||||||||
Share issue costs | - | - | - | (399,425 | ) | |||||||||||
Closing balance at December 31, 2023 | 224,297,550 | 19,800,000 | 19,800,000 | 78,897,119 | ||||||||||||
December 31, 2022 | ||||||||||||||||
Opening balance at July 1, 2022 | 140,288,491 | 19,800,000 | 19,800,000 | 29,782,268 | ||||||||||||
Issue of shares - share placement | 30,000,000 | - | - | 16,117,800 | ||||||||||||
Issue of shares - exercise of options | 737,000 | - | - | 194,205 | ||||||||||||
Conversion of RSUs | 200,001 | - | - | 167,487 | ||||||||||||
Share issue costs | - | - | - | (1,347,128 | ) | |||||||||||
Closing balance at December 31, 2022 | 171,225,492 | 19,800,000 | 19,800,000 | 44,914,632 |
F-9
IperionX Limited UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the six months ended December 31, 2023 and 2022 |
Notes to the Condensed Consolidated Financial Statements FOR THE PERIODS ENDED DECEMBER 31, 2023 AND 2022 (continued) |
9. RESERVES
Reserves
December 31, 2023 US$ | June 30, 2023 US$ | |||||||
Share based payments reserve | 14,407,699 | 15,004,052 | ||||||
Foreign currency translation reserve | (437,210 | ) | (1,008,244 | ) | ||||
Total reserves | 13,970,489 | 13,995,808 |
Movements share based payments reserve
No. of Unlisted Options | No. of Performance Rights | No. of RSUs | US$ | |||||||||||||
December 31, 2023 | ||||||||||||||||
Opening balance at July 1, 2023 | 23,011,372 | 28,746,000 | 824,371 | 15,004,052 | ||||||||||||
Grant of employee incentive securities | - | 3,921,000 | 405,124 | - | ||||||||||||
Exercise of options | (9,362,000 | ) | - | - | (1,388,649 | ) | ||||||||||
Conversion of RSUs | - | - | (341,461 | ) | (225,735 | ) | ||||||||||
Conversion of performance rights | - | (21,000 | ) | - | (15,059 | ) | ||||||||||
Issue of shares to a consultant | - | - | - | (75,000 | ) | |||||||||||
Share-based payments expense | - | - | - | 1,108,090 | ||||||||||||
Closing balance at December 31, 2023 | 13,649,372 | 32,646,000 | 888,034 | 14,407,699 | ||||||||||||
December 31, 2022 | ||||||||||||||||
Opening balance at July 1, 2022 | 23,824,000 | 27,620,000 | 600,000 | 12,985,856 | ||||||||||||
Grant of employee incentive securities | 424,372 | 1,135,000 | 424,372 | - | ||||||||||||
Exercise of options | (737,000 | ) | - | - | (72,935 | ) | ||||||||||
Conversion of RSUs | - | - | (200,001 | ) | (167,487 | ) | ||||||||||
Grant of options to advisor | 1,000,000 | - | - | 354,788 | ||||||||||||
Share-based payment expense | - | - | - | 1,566,231 | ||||||||||||
Closing balance at December 31, 2022 | 24,511,372 | 28,755,000 | 824,371 | 14,666,453 |
10. SUBSIDIARIES
Equity Interest | |||||||||
Country of Incorporation | December 31, 2023 % | June 30, 2023 % | |||||||
IperionX Inc. | USA | 100 | % | 100 | % | ||||
IperionX Critical Minerals, LLC | USA | 100 | % | 100 | % | ||||
IperionX Technology, LLC | USA | 100 | % | 100 | % | ||||
Hyperion Metals (Australia) Pty Ltd | Australia | 100 | % | 100 | % | ||||
Calatos Pty Ltd, LLC | USA | 100 | % | 100 | % |
F-10
IperionX Limited UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the six months ended December 31, 2023 and 2022 |
Notes to the Condensed Consolidated Financial Statements FOR THE PERIODS ENDED DECEMBER 31, 2023 AND 2022 (continued) |
11. CONTINGENT ASSETS AND LIABILITIES
Titan Project
At December 31, 2023, the Group had entered into exclusive option agreements with local landowners in Tennessee, United States, in relation to its Titan Project, which upon exercise, allows the Group to lease or, in some cases purchase, approximately 9,576 acres of surface property and the associated mineral rights from the local landowners. During the option period, our option agreements provide us with exclusive right to access, enter, occupy and use the surface property for all purposes related to exploring for and evaluating all minerals in return for making annual option payments and bonus payments during periods when we conduct drilling. Upon exercise, in the case of an option to lease, the Company will pay a production royalty to the landowners, subject to a minimum royalty. Upon exercise, in the case of a purchase, the Company will pay cash consideration approximating the fair market value of the property, excluding the value of any minerals, plus a premium.
Blacksand
At December 31, 2023, the Group had an exclusive option to purchase certain assets (including all intellectual property rights) of Blacksand Technology, LLC (“Blacksand”). Blacksand holds the exclusive commercial licensing rights for more than 40 global patents through a license agreement with the University of Utah including the global patents for patented technologies that can produce low-cost and low-carbon titanium metal. IperionX can exercise its option any time prior to 31 December 2024 (“Option Period”). As consideration for the option, IperionX shall make option payments to Blacksand totalling US$6,000,000 during the Option Period (US$1,500,000 paid in January 2023, US$1,500,000 paid in June 2023, US$500,000 paid in January 2024, US$500,000 payable in July 2024, and US$2,000,000 satisfied through the issue of shares in IperionX in January 2024). If IperionX chooses to exercise its option, IperionX shall pay Blacksand: (1) any option payments that have not been paid at the date of exercise; and (2) an additional US$6,000,000. Subject to shareholder approval, IperionX may elect to satisfy 30% of the total purchase price through the issue of shares in IperionX. IperionX shall also commit to donate US$1,000,000 to establish an endowed chair professorship at the University of Utah in Dr. Fang’s name. If net sales from the acquired assets exceed US$300,000,000, then IperionX shall pay Blacksand a royalty equal to 0.5% of net sales in excess of US$300,000,000 for the life of the licensed patents. If IperionX chooses not to exercise its option, IperionX retains options to licence key technologies from Blacksand, including HAMR and GSD technologies that can produce low-cost and low-carbon titanium metal, for consideration comprising a license fee and a royalty.
12. SUBSEQUENT EVENTS AFTER BALANCE DATE
On January 30, 2024, the Company issued 3,006,163 shares to nominees of Blacksand Technology LLC (“Blacksand”) in lieu of future cash option payments totaling US$2,000,000 owed to Blacksand under the option agreement between the Company and Blacksand pursuant to which the Company has the exclusive option to acquire the intellectual property rights of Blacksand to certain patented titanium technologies.
Other than as outlined above, at the date of this report there are no other significant events occurring after balance date requiring disclosure.
F-11