(1)

In addition to covering the number of ordinary shares, no par value (the “ordinary shares”) of IperionX Limited (the “Company” or “Registrant”) stated above, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of options and other rights to acquire ordinary shares that may be granted pursuant to IperionX Limited Employee Incentive Plan (the “Plan”) or non-plan awards registered hereby.

(2)

Estimated in accordance with Rule 457(c) and (h) solely for purposes of calculating the registration fee. The proposed maximum offering price per ordinary share and the proposed maximum aggregate offering price are based on the average of the $7.10 (high) and $6.57 (low) sale price of the Registrant’s American Depositary Shares (symbol “IPX”) as reported on the Nasdaq Capital Market on  August 23, 2022, which date is within five business days prior to filing this Registration Statement, as adjusted for the 10:1 deposit ratio of American Depositary Shares to ordinary shares.

(3)

Represents 68,200,000 ordinary shares reserved for issuance under the Plan and certain non-plan awards previously made to directors and employees. Pursuant to Rule 416(a) under the Securities Act, there are also being registered such additional ordinary shares that become available under the foregoing Plan or non-plan awards registered hereby in connection with changes in the number of outstanding ordinary shares because of events such as recapitalizations, stock dividends, stock splits and reverse stock splits, and any other securities with respect to which the outstanding ordinary shares are converted or exchanged.