February 21, 2025

Marcela Castro
Chief Financial Officer
IperionX Limited
129 W Trade Street Suite 1405
Charlotte, North Carolina 28202

       Re: IperionX Limited
           Form 20-F for the Fiscal Year ended June 30, 2024
           Filed October 30, 2024
           File No. 001-41338
Dear Marcela Castro:

        We have reviewed your February 18, 2025 response to our comment letter
and have
the following comments.

       Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our February
5, 2025 letter.

Form 20-F for the Fiscal Year ended June 30, 2024
Business Overview
Our Production Facilities, page 34

1.     We note that you included some proposed disclosures in response to prior
comment
       one regarding government funding utilized in constructing your Titanium
Production
       Facility (TPF) and understand that you incur the expenditures that are
expected to be
       covered by the arrangement in advance of requesting and receiving the
funds.

       Please further revise the disclosures that you have proposed to clarify
the following
       with respect to costs and funding under the arrangement.
           the criteria that defines permissible expenditures
           the extent to which costs incurred that were funded or that are
expected to be
           funded were capitalized or expensed in advance of requesting
reimbursement
 February 21, 2025
Page 2

             the manner of accounting for funds that are received in offsetting
or reversing the
           entries related to your initial accounting for costs
             the nature and utility of the assets acquired and their relevance
to the functional
           processes that comprise the TPF
             the amount of funds received under the arrangement each period and
cumulatively

      With regard to the fourth point above and your disclosure on page 36,
stating that
      funds are "...being applied towards the TPF to reach its initial Phase I
production
      capacity of 125 tpa.," it should be clear whether assets acquired with
the funds
      have become integral to the operation of the facility, and if so whether
there would be
      any practical approach to relinquishing those assets to the government
without
      jeopardizing your ability to operate the TPF. Please address this
uncertainty in the
      context of Item 3.D of Form 20-F by describing the risk of being unable
to operate the
      TPF if you are required to return assets acquired with government funds.

2.    Given your disclosures indicating that the governement funds received may
      eventually become a grant, disclose your expectations in this regard, and
explain how
      this would be reported in your financial statements and how you would
consider the
      nature of the expenditures that had been made in accounting for the
event.

      With regard to your accounting policy, please clarify how the amounts
expended and
      received each period are reflected in your financial statements (e.g. in
the balance
      sheets, statements of operations, and statements of cash flows),
considering that
      expenditures are made before you submit requests for reiumbursement.

      On a related point, tell us why the increase in Trade and Other
Receivables shown in
      Note 6 on page F-17, which includes a $1.7 million receivable related to
the contract,
      appears as a reconciling item (a negative adjustment) in determining
operating cash
      flows in Note 5. Please clarify why there would be a credit reflected in
the loss, as
      suggested by this presentation, and provide us with a schedule of all
related
      expenditures and funding that is reflected in your financial statements,
including the
      amounts and line items in which the activity has been reported.

      Please also provide us with a schedule of the amounts ascribed to assets
for which
      funding was received and that are no longer reported in your financial
statements as of
      June 30, 2024, reconciled to the cumulative funding received at that
point, and
      showing the amounts expended in relation to your $13.4 million
commitment, along
      with details of how those amounts are reported in your financial
statements.

3.    We understand from your response to prior comment one that you would
prefer to not
      file the government contract as an exhibit, although you did not address
the 15%
      threshold that is mentioned in Instruction 4(b)(iii) to the Form 20-F
exhibit guidance,
      regarding the value of the contract relative to that threshold based on
total assets.
 February 21, 2025
Page 3

       Please explain to us how you considered that funds are being utilized to
acquire assets
       that you would ordinarily capitalize and the uncertainty of whether
those assets will
       ultimately be conveyed to you in the form of a grant. Please submit the
entire contract
       as supplemental information along with your reply for our review.


       Please contact Lily Dang at 202-551-3687 or John Cannarella at
202-551-3337 if you
have questions regarding comments on the financial statements and related
matters.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Energy &
Transportation