Form 20FR12B/A IPERIONX Ltd
☒ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
N/A | | | AUSTRALIA |
(Translation of Registrant’s name into English) | | | (Jurisdiction of incorporation or organization) |
Title of each class: | | | Name of each exchange on which registered or to be registered: |
American Depositary Shares each representing 10 Ordinary Shares, no par value(1) | | | The Nasdaq Stock Market LLC |
(1) | Evidenced by American Depositary Receipts |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | | | Non-accelerated filer | | | ☒ | | | Emerging growth company | | | ☒ |
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• | “IperionX” refers to IperionX Limited, an Australian corporation; |
• | “the Company,” “we,” “us,” or “our” refer to IperionX and its consolidated subsidiaries, through which it conducts its business, unless otherwise indicated; |
• | “shares” or “ordinary shares” refers to ordinary shares of IperionX; |
• | “ADS” refers to the American depositary shares; and |
• | “ASX” refers to the Australian Securities Exchange. |
• | Audited consolidated financial statements of the accounting acquirer for the period from July 20, 2020 to June 30, 2021, which have been prepared as a continuation of the financial statements of HMAPL, because HMAPL is deemed to be the acquirer of IperionX for accounting purposes; |
• | Unaudited condensed consolidated financial statements of the accounting acquirer for the six months ended December 31, 2021 and the period from July 20, 2020 to December 31, 2020, which have been prepared as a continuation of the financial statements of HMAPL, because HMAPL is deemed to be the acquirer of IperionX for accounting purposes; and |
• | Audited consolidated financial statements of the accounting acquiree for the period from July 1, 2020 to December 1, 2020 and the year ended June 30, 2020, which have been prepared on a standalone basis for the period prior to consummation of the reverse acquisition on December 1, 2020. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
Name | | | Position |
Anastasios (Taso) Arima | | | Chief Executive Officer and Managing Director |
Todd W. Hannigan | | | Executive Chairman |
Lorraine M. Martin | | | Independent Non-Executive Director |
Vaughn W. Taylor | | | Independent Non-Executive Director |
Melissa G. Waller | | | Independent Non-Executive Director |
Beverly M. Wyse | | | Independent Non-Executive Director |
Dominic P. Allen | | | Vice President and Chief Commercial Officer |
Lamont Leatherman | | | Vice President and Chief Geologist |
Toby E. Symonds | | | Vice President and Chief Strategy Officer |
Jeanne McMullin | | | Vice President and Chief Legal Officer |
Gregory D. Swan | | | Vice President and Company Secretary (principal financial officer) |
OFFER STATISTICS AND EXPECTED TIMETABLE |
KEY INFORMATION |
| | As of December 31, 2021 (US$) | |
Cash and cash equivalents | | | US$14,256,359 |
Non-current debt | | | — |
Equity | | | |
Contributed equity | | | 29,669,773 |
Reserves | | | 9,175,176 |
Accumulated losses | | | (23,792,992) |
Total equity | | | US$15,051,957 |
Total capitalization | | | US$15,051,957 |
• | Nasdaq’s requirement that our independent directors meet regularly in executive sessions. The ASX Listing Rules and the Corporations Act do not require the independent directors of an Australian company to have such executive sessions and, accordingly, we have claimed this exemption. |
• | Nasdaq’s requirement that an issuer provide for a quorum as specified in its bylaws for any meeting of the holders of ordinary shares, which quorum may not be less than 33 1/3% of the outstanding shares of an issuer’s voting ordinary shares. In compliance with Australian law, our Constitution provides that two shareholders present shall constitute a quorum for a general meeting. |
• | Nasdaq’s requirement that issuers obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions, changes of control or private placements of securities, or the establishment or amendment of certain stock option, purchase or other compensation plans. Applicable Australian law and rules differ from Nasdaq requirements, with the ASX Listing Rules providing generally for prior shareholder approval in numerous circumstances, including (i) issuance of equity securities exceeding 15% (or an additional 10% capacity to issue equity securities for the proceeding 12-month period if shareholder approval by special resolution is sought at the Company’s annual general meeting) of our issued share capital in any 12-month period (but, in determining the available issue limit, securities issued under an exception to the rule or with shareholder approval are not counted), (ii) issuance of equity securities to related parties (as defined in the ASX Listing Rules) and (iii) directors or their associates acquiring securities under an employee incentive plan. |
• | We have not sufficiently designed, implemented and documented internal controls at the entity level and across the key business and financial processes to allow us to achieve complete, accurate and timely financial reporting. |
• | We have not designed and implemented controls to maintain appropriate segregation of duties in our manual and IT based business processes. |
INFORMATION ON THE COMPANY |
Titanium Content in Select U.S. Military Airframes | ||||||
Airframe | | | Introduction into Service | | | % of Titanium Content |
CH-47 Chinook | | | 1962 | | | 8 |
F-15 Eagle | | | 1976 | | | 10 |
F-16 Fighting Falcon | | | 1978 | | | 7 |
F/A-18 Hornet | | | 1984 | | | 12 |
F-22 Raptor | | | 2005 | | | 39 |
V-22 Osprey | | | 2007 | | | 31 |
F-35 Lightning II | | | 2015 | | | 20 |
Military airframes entering service after 2000 have an average 30 percent titanium content; airframes entering service prior to 2000 had an average of just 9 percent. | ||||||
Source: Arconic Engineered Structures, “World Titanium Trends in Defense”, Presentation at the Titanium USA conference, September 24, 2019 |
• | Continue to research, investigate, scale-up and commercialize the Technologies to produce titanium metal powders for the stakeholders within defense, space, aerospace, electric vehicles and additive manufacturing. |
• | Complete techno-economic evaluations, including providing titanium samples produced using the Technologies for potential customers, to outline material physical and economic metrics of the development of the Technologies as well as securing long term offtake contracts. |
• | Continue to investigate potential alternative applications of the Technologies to develop additional value-added metal closed-loop production capabilities, including zircon and synthetic rutile, and the potential production of rare earth elements. |
• | Continue to progress Environmental, Sustainability and Corporate Governance (“ESG”) assessments and integration studies to outline material physical and economic ESG metrics as well as major development milestones and timelines. |
• | Continue discussions with potential customers and strategic partners for future production and sale of titanium metal products and critical minerals, including, but not limited to rare earth elements. |
• | Continue to expand IperionX’s land position in the United States, explore for additional critical minerals and secure relevant permit and zoning approvals. |
• | Patented titanium metal production technologies. We have an exclusive option to acquire Blacksand which holds the exclusive commercial licensing rights for the patented Technologies to produce low carbon titanium metal and spherical powders developed by Blacksand at the University of Utah with support from ARPA-E. |
• | Market opportunity that capitalizes on a shift to low carbon metal production. The social and macroeconomic shift to the low carbon production of metals and a circular economy provides a significant opportunity for IperionX to apply the Technologies and position us to take advantage of a compelling high growth market. |
• | Ability to recycle existing titanium metal feedstock and titanium metal products in a closed-loop process. The Technologies have demonstrated, at pilot-scale, to be capable of producing fully recycled titanium metal powders using titanium scrap as feedstock in a closed-loop process, technology that potentially offers lower cost, low carbon titanium metal and powders. |
• | Differentiated and integrated U.S. domestic supply chain. We believe that our integrated business model in the U.S. will allow us to achieve our objective to provide a domestic end-to-end supply chain of low-cost and low carbon titanium metal for strategic and high value applications including light-weighting for electric vehicles and battery packs as well as broad defense and light-weighting applications for commercial and military applications. |
• | Sales of critical minerals. The Titan Project contains titanium minerals that can supply the titanium pigment and metals markets as well as the Technologies. It also contains significant volumes of other highly valuable critical minerals which may be sold as co-products, including zircon and rare earth elements. |
• | Strategically located close to existing processing facilities. The Titan Project is strategically located in the southeastern U.S., close to significant manufacturing capacity, including the Chemours facility in New Johnsonville, Tennessee, one of the world’s largest producers of titanium dioxide. |
• | Significant existing infrastructure available. The Titan Project’s location enjoys low-cost access to road, rail and water logistics connecting it to world class manufacturing industries. The Titan Project is also well situated to take advantage of a highly skilled labor force and low-cost renewable baseload grid power. |
• | First mover in restarting exploration of critical minerals in the West Tennessee area. As a first mover in restarting exploration of critical minerals in West Tennessee, IperionX aims to develop a strategic, U.S. domestic source of high-quality, low-cost and low carbon titanium metal products and other critical minerals, including rare earths and silica sand. The Titan Project is located in an area which saw significant historic exploration from the 1950’s to the 1990’s by companies including DuPont, Kerr-McGee Corp., BHP Group, RGC Ltd and Altair International Corp. |
• | Experienced management team. Our senior management team has significant experience in acquiring, developing, and financing minerals extraction projects in the United States. They have previously held senior business development, financial, and operational positions at both large, publicly traded extraction companies as well as successful private extraction operations. |
• | IperionX has a non-binding Memorandum of Understanding (“MOU”) to potentially establish a partnership with Energy Fuels that aims to build an integrated, all-American rare earths supply chain. |
• | IperionX has a non-binding MOU with Chemours to investigate a potential supply agreement between IperionX and Chemours for up to 50,000 metric tons of ilmenite, 10,000 metric tons of rutile, and 10,000 metric tons of staurolite. Chemours operates one of the largest titanium dioxide plants at its New Johnsonville plant which is located approximately 20 miles from IperionX’s Titan Project in Tennessee. |
• | IperionX has a non-binding MOU with EOS to accelerate the deployment of the Technologies for the potential production of low-cost, low carbon titanium metal powders. IperionX and EOS have agreed to negotiate in good faith to enter into definitive agreements to give effect to a partnership that allows IperionX and EOS to work together to advance deployment of spherical and non-spherical titanium metal powders for use in the additive manufacturing industry. |
• | IperionX has a non-binding MOU with Mario Pilato BLAT S.A. for the potential supply of zircon products. The MOU contemplates a supply agreement for an initial five-year term on an agreed market-based pricing methodology for the annual supply of up to 20,000 tonnes of zircon products from IperionX’s Titan Project in Tennessee. |
• | Fluctuations in the market prices for critical materials, titanium metal, titanium minerals and rare earth minerals; |
• | Fluctuating supplies of critical materials, titanium metal, titanium minerals and rare earth minerals; |
• | Fluctuating demand for critical materials, titanium metal, titanium minerals and rare earth minerals; and |
• | Metals and extraction activities of others. |
• | completing our exploration drilling program on initial land position and continuing to secure additional land leases to undertake additional exploration; |
• | undertaking necessary technical studies to assess the economic potential of the Titan Project and defining a critical minerals reserve base; |
• | completing required permitting and zoning activities; |
• | undertaking discussions with potential customers for future sale of titanium and other critical minerals, including rare earths; |
• | completing required financing activities; |
• | completing construction of the Titan Project’s minerals extraction and processing facilities; and |
• | commencing minerals extraction and processing activities to supply the United States demand for clean, low-cost domestic sources of titanium and other critical minerals, including rare earths. |
• | the last day of the fiscal year during which we have total annual gross revenues of US$1,070,000,000 (as such amount is indexed for inflation every five years by the SEC) or more; |
• | the last day of our fiscal year following the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act; |
• | the date on which we have, during the previous three-year period, issued more than US$1,070,000,000 in non-convertible debt; or |
• | the date on which we are deemed to be a “large accelerated filer”, as defined in Rule 12b-2 of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our ordinary shares and ADSs that are held by non-affiliates exceeds US$700,000,000 as of the last day of our most recently completed second fiscal quarter. |
• | Nasdaq’s requirement that our independent directors meet regularly in executive sessions. The ASX Listing Rules and the Corporations Act do not require the independent directors of an Australian company to have such executive sessions and, accordingly, we have claimed this exemption. |
• | Nasdaq’s requirement that an issuer provide for a quorum as specified in its bylaws for any meeting of the holders of ordinary shares, which quorum may not be less than 33 1/3% of the outstanding shares of an issuer’s voting ordinary shares. In compliance with Australian law, our Constitution provides that two shareholders present shall constitute a quorum for a general meeting. |
• | Nasdaq’s requirement that issuers obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions, changes of control or private placements of securities, or the establishment or amendment of certain stock option, purchase or other compensation plans. Applicable Australian law and rules differ from Nasdaq requirements, with the ASX Listing Rules providing generally for prior shareholder approval in numerous circumstances, including (i) issuance of equity securities exceeding 15% (or an additional 10% capacity to issue equity securities for the proceeding 12-month period if shareholder approval by special resolution is sought at the Company’s annual general meeting) of our issued share capital in any 12-month period (but, in determining the available issue limit, securities issued under an exception to the rule or with shareholder approval are not counted), (ii) issuance of equity securities to related parties (as defined in the ASX Listing Rules) and (iii) directors or their associates acquiring securities under an employee incentive plan. |
• | National Environmental Protection Act (“NEPA”), which requires careful evaluation of the environmental impacts of extraction operations that require federal approvals; |
• | Clean Air Act (“CAA”) and its amendments, which governs air emissions; |
• | Clean Water Act (“CWA”), which governs discharges to and excavations within the waters of the United States; |
• | Safe Drinking Water Act (“SDWA”), which governs the underground injection and disposal of wastewater; |
• | Resource Conservation and Recovery Act (“RCRA”), which governs the management of solid waste; |
• | Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), which imposes liability where hazardous substances have been released into the environment (commonly known as Superfund); and |
• | Federal Mine Safety and Health Act, which established the primary safety and health standards regarding working conditions of employees engaged in extraction, related operations, and preparation and milling of the minerals extracted, as well as the Occupation Safety and Health Act, which regulates the protection of the health and safety of workers to the extent such protection is not already addressed by the Federal Mine Safety and Health Act. |
• | Require notice to stakeholders of proposed and ongoing operations. |
• | Require the installation of pollution control equipment. |
• | Restrict the types, quantities and concentration of various substances that can be released into the environment in connection with minerals extraction or drilling activities. |
• | Limit or prohibit extraction or drilling activities on lands located within wetlands, areas inhabited by endangered species and other protected areas, or otherwise restrict or prohibit activities that could impact the environment, including water resources. |
• | Impose substantial liabilities for pollution resulting from current or former operations on or for any preexisting environmental impacts at the Titan Project site. |
• | Require preparation of an Environmental Assessment or an Environmental Impact Statement. |
| Drill hole no. | | | Significant intercepts | |
| 20-SWW-001 | | | 32.0 meters at a grade of 3.12% THM from a depth of 7.6 meters downhole, including 10.7 meters at 5.64% THM | |
| 20-SWW-003 | | | 35.1 meters at a grade of 3.04% THM from a depth of 1.5 meters downhole, including 10.7 meters at 8.16% THM | |
| 20-SWW-006 | | | 35.1 meters at a grade of 2.80% THM from a depth of 1.5 meters downhole, including | |
| Drill hole no. | | | Significant intercepts | |
| | | 9.1 meters at 8.21% THM | | |
| 20-STV-009 | | | 47.2 meters at a grade of 2.12% THM from a depth of 1.5 meters downhole, including 9.1 meters at 4.19% THM | |
| 20-STV-013 | | | 36.6 meters at a grade of 2.37% THM from a depth of 3.1 meters downhole, including 4.6 meters at 5.07% THM | |
| 20-SWW-014 | | | 47.2 meters at a grade of 3.69% THM from a depth of 1.5 meters downhole, including 10.7 meters at 8.09% THM | |
| 20-STS-016 | | | 33.5 meters at a grade of 2.21% THM from a depth of 7.6 meters downhole, including 12.2 meters at 5.64% THM | |
| 20-STV-018 | | | 41.1 meters at a grade of 2.14% THM from a depth of 7.6 meters downhole, including 9.1 meters at 5.55% THM | |
| 20-SDW-021 | | | 36.6 meters at a grade of 3.37% THM from a depth of 1.5 meters downhole, including 12.2 meters at 7.65% THM | |
| 21-SWW-048 | | | 15.2 meters at a grade of 7.6% THM from a depth of 9.1 meters downhole, including 6.1 meters at 14.7% THM | |
| 21-SDW-054 | | | 42.7 meters at a grade of 3.7% THM from a depth of 1.5 meters downhole, including 13.7 meters at 6.8% THM | |
| 21-SDW-055 | | | 48.8 meters at a grade of 3.3% THM from a depth of 9.1 meters downhole, including 15.2 meters at 6.5% THM | |
| 21-SDW-056 | | | 45.7 meters at a grade of 3.2% THM from a depth of 3 meters downhole, including 12.2 meters at 6.0% THM | |
| 21-SDW-058 | | | 48.8 meters at a grade of 2.4% THM from a depth of 9.1 meters downhole, including 12.2 meters at 6.0% THM | |
| 21-SDW-059 | | | 44.2 meters at a grade of 3.5% THM from a depth of 13.7 meters downhole, including 10.7 meters at 5.6% THM | |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
Continuing operations | | | Six Months Ended December 31, 2021 US$ | | | July 20, 2020 to December 31, 2020 (restated) US$ |
Exploration and evaluation expenses | | | (3,431,522) | | | (285,215) |
Corporate and administrative expenses | | | (998,378) | | | (185,031) |
Business development expenses | | | (1,501,724) | | | (71,946) |
Share-based payment expense | | | (4,764,135) | | | (841,896) |
Finance income | | | 157,435 | | | 118 |
Finance costs | | | (23,831) | | | — |
Cost of listing on reverse acquisition | | | — | | | (5,141,126) |
Unaudited Pro Forma Combined Statement of Profit or Loss | | | IperionX Limited Consolidated Financial Statements of the Accounting Acquirer For the period from July 20, 2020 to June 30, 2021 (historical) US$ | | | IperionX Limited Consolidated Financial Statements of the Accounting Acquiree For the period from July 1 to December 1, 2020 (historical) US$ | | | Acquisition Adjustments US$ | | | Pro Forma Combined US$ |
Continuing operations | | | | | | | | | ||||
Exploration and evaluation expenses | | | (2,568,386) | | | (43,620) | | | — | | | (2,612,006) |
Corporate and administrative expenses | | | (852,944) | | | (262,889) | | | — | | | (1,115,833) |
Business development expenses | | | (581,200) | | | — | | | — | | | (581,200) |
Share based payment expenses | | | (4,084,764) | | | (62,716) | | | — | | | (4,147,480) |
Finance income | | | 5,075 | | | 2,775 | | | — | | | 7,850 |
Finance costs | | | (7,492) | | | — | | | — | | | (7,492) |
Cost of listing on reverse acquisition | | | (5,141,126) | | | — | | | — | | | (5,141,126) |
Impairment expenses | | | — | | | (332,881) | | | — | | | (332,881) |
Other expenses | | | — | | | (47,917) | | | — | | | (47,917) |
Loss before income tax | | | (13,230,837) | | | (747,248) | | | — | | | (13,978,085) |
Income tax expense | | | — | | | — | | | — | | | — |
Loss for the year | | | (13,230,837) | | | (747,248) | | | — | | | (13,978,085) |
| | | | | | | | |||||
Loss per share: | | | | | | | | | ||||
Weighted average number of ordinary shares – basic and diluted | | | 60,336,252 | | | 31,737,316 | | | — | | | 60,336,252 |
Loss per ordinary share – basic and diluted | | | US$0.22 | | | US$0.02 | | | — | | | US$0.23 |
• | the audited financial statements of HMAPL for the period from July 20, 2020 to June 30, 2021 and related notes, included elsewhere in this Form 20-F, which have been prepared as a continuation of the financial statements of HMAPL because HMAPL is deemed to be the acquirer of the Company for accounting purposes; and |
• | the audited financial statements of IperionX for the period from July 1, 2020 to December 1, 2020 and related notes, included elsewhere in this Form 20-F, which have been prepared on a standalone basis for the period prior to consummation of the Reverse Asset Acquisition on December 1, 2020. |
| | Six Months Ended December 31, | | | Year Ended June 30, | |
| | 2021 | | | 2021 | |
Net cash provided by (used in): | | | | | ||
Operating activities | | | $(5,900,944) | | | $(3,558,025) |
Investing activities | | | (744,865) | | | (571,568) |
Financing activities | | | 19,295,299 | | | 5,829,916 |
Net increase (decrease) in cash and cash equivalents | | | $12,649,490 | | | US$1,700,323 |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
Name | | | Age | | | Position |
Anastasios (Taso) Arima | | | 37 | | | Chief Executive Officer and Managing Director |
Todd W. Hannigan | | | 49 | | | Executive Chairman |
Lorraine M. Martin | | | 59 | | | Independent Non-Executive Director |
Vaughn W. Taylor | | | 37 | | | Independent Non-Executive Director |
Melissa G. Waller | | | 52 | | | Independent Non-Executive Director |
Beverly M. Wyse | | | 60 | | | Independent Non-Executive Director |
Dominic P. Allen | | | 38 | | | Vice President and Chief Commercial Officer |
Lamont Leatherman | | | 57 | | | Vice President and Chief Geologist |
Toby E. Symonds | | | 54 | | | Vice President and Chief Strategy Officer |
Jeanne McMullin | | | 55 | | | Vice President and Chief Legal Officer |
Gregory D. Swan | | | 40 | | | Vice President and Company Secretary (principal financial officer) |
• | recruit, incentivize and retain KMP and other key employees and contractors needed to achieve our business objectives; |
• | link the reward of key staff with the achievement of strategic goals and the long-term performance of the Company; |
• | align the financial interest of participants of the Plan with those of shareholders; and |
• | provide incentives to participants of the Plan to focus on superior performance that creates shareholder value. |
2021 | | | Short-term benefits | | | Post- employment benefits US$ | | | Termination benefits US$ | | | Share-based payments US$ | | | Total US$ | | | Performance related % | |||
| Salary & fees US$ | | | Other US$ | | ||||||||||||||||
Current KMP | | | | | | | | | | | | | | | |||||||
Todd Hannigan(1) | | | 18,670 | | | — | | | 1,774 | | | — | | | 981,359 | | | 1,001,803 | | | 98% |
Anastasios Arima(2) | | | 87,514 | | | — | | | 1,543 | | | — | | | 1,052,363 | | | 1,141,420 | | | 92% |
Vaughn Taylor(3) | | | 8,962 | | | — | | | — | | | — | | | 73,167 | | | 82,129 | | | 89% |
Dominic Allen(4) | | | 45,704 | | | — | | | — | | | — | | | 496,205 | | | 541,909 | | | 92% |
Lamont Leatherman(5) | | | 45,000 | | | — | | | — | | | — | | | 74,483 | | | 119,483 | | | 62% |
Gregory Swan(6) | | | — | | | — | | | — | | | — | | | 391,309 | | | 391,309 | | | 100% |
Former KMP | | | | | | | | | | | | | | | |||||||
Patric Glovac(7) | | | 48,168 | | | — | | | 1,490 | | | — | | | 335,930 | | | 385,588 | | | 87% |
Mark Connelly(8) | | | 8,908 | | | — | | | 846 | | | — | | | 216,756 | | | 226,510 | | | 96% |
Frank Knezovic(9) | | | 4,481 | | | — | | | 426 | | | — | | | 59,587 | | | 64,494 | | | 92% |
Alastair Smith(10) | | | 7,839 | | | — | | | — | | | — | | | — | | | 7,839 | | | — |
| | 275,246 | | | — | | | 6,079 | | | — | | | 3,681,159 | | | 3,962,484 | | |
(1) | Mr. Hannigan was appointed effective February 1, 2021. |
(2) | Mr. Arima was appointed as Executive Director of the Company effective December 1, 2020 and as CEO and Managing Director of the Company effective from March 1, 2021. Mr. Arima was appointed as Director of HMAPL on July 20, 2020. |
(3) | Mr. Taylor was appointed effective March 3, 2021. |
(4) | Mr. Allen was appointed Corporate Development Officer of the Company effective December 1, 2020. Mr. Allen was appointed as Director of HMAPL on July 20, 2020. |
(5) | Mr. Leatherman was appointed effective December 1, 2020. Mr. Leatherman was appointed as a consultant of HMAPL on July 20, 2020. |
(6) | Mr. Swan was appointed Company Secretary of the Company effective December 16, 2020. Mr. Swan provides services as the Company Secretary through a services agreement with Apollo Group Pty Ltd (“Apollo”). During the period, Apollo was paid or is payable A$105,000 for the provision of serviced office facilities and administrative, accounting and company secretarial services to the Group. Mr. Swan was appointed as Director of HMAPL on July 20, 2020. |
(7) | Mr. Glovac resigned effective March 1, 2021. US$33,905 received by Mr. Glovac prior to completion of the reverse acquisition on December 1, 2020 has been excluded. |
(8) | Mr. Connelly resigned effective February 18, 2021. US$20,444 received by Mr. Connelly prior to completion of the reverse acquisition on December 1, 2020 has been excluded. |
(9) | Mr. Knezovic resigned effective December 29, 2020. US$12,266 received by Mr. Knezovic prior to completion of the reverse acquisition on December 1, 2020 has been excluded. |
(10) | Mr. Smith appointed effective January 11, 2021 and resigned effective April 23, 2021. |
• | act honestly, in good faith and in the best interests of the Company as a whole; |
• | exercise their duty to use due care and diligence in fulfilling the functions of their position; |
• | recognize that their primary responsibility is to the Company’s shareholders as a whole; |
• | not take advantage of their position for personal gain, or the gain of their associates; and |
• | preserve the confidentiality of sensitive information of the Company. |
| | United States | | | Australia | | | Canada | |
Employees | | | 19 | | | 1 | | | — |
Employee Contractors | | | 19 | | | 2 | | | 3 |
Shareholder | | | Ordinary Shares Beneficially Owned(1) | |||
| Number | | | Percent | ||
Officers and Directors | | | | | ||
Anastasios (Taso) Arima | | | 5,036,446 | | | 3.5% |
Todd W. Hannigan | | | 12,512,842 | | | 8.8% |
Lorraine M. Martin | | | — | | | * |
Vaughn W. Taylor | | | 376,829 | | | * |
Melissa G. Waller | | | — | | | * |
Beverly M. Wyse | | | — | | | * |
Dominic P. Allen | | | 3,352,500 | | | 2.4% |
Lamont Leatherman | | | 3,302,500 | | | 2.3% |
Toby E. Symonds | | | — | | | * |
Jeanne McMullin | | | — | | | * |
Gregory D. Swan | | | 2,250,000 | | | 1.6% |
Officers and directors as a group (10 persons) | | | 26,831,117 | | | 18.9% |
* | Represents beneficial ownership of less than 1% of the outstanding ordinary shares of IperionX. |
(1) | Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including options and performance rights that are currently exercisable or exercisable within 60 days of May 15, 2022. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
Shareholder | | | Ordinary Shares Beneficially Owned | |||
| Number | | | Percent | ||
FMR LLC (1 St. Martin’s Le Grand, London, EC1A 4AS, United Kingdom) | | | 13,499,999 | | | 9.6% |
DITM Holdings Pty Ltd (15 Lennox Street, Mosman, NSW, 2088, Australia)(1) | | | 12,512,842 | | | 8.8% |
(1) | DITM Holdings Pty Limited is an Australian corporation controlled by Mr. Todd Hannigan. |
• | FMR LLC became a substantial shareholder on August 31, 2021, when it acquired 13,499,999 ordinary shares, or 9.7% of the total voting power, pursuant to a private placement by the Company; |
• | DITM Holdings Pty Ltd became a substantial shareholder on December 1, 2020, when it reported that it held 4,618,357 ordinary shares, or 5.3% of the total voting power, as of that date. On January 27, 2021, DITM Holdings Pty Ltd had a change in substantial holding (due to additional purchases) and reported it held 7,951,691 ordinary shares, or 8.1% of the total voting power, as of that date. On August 31, 2021, DITM Holdings Pty Ltd had a change in substantial holding (due to additional purchases) and reported it held 9,069,086 ordinary shares, or 6.5% of the total voting power, as of that date. On December 13, 2021, DITM Holdings Pty Ltd had a change in holding (due to additional purchases) and reported it held 9,415,927 ordinary shares, or 6.8% of the total voting power, as of that date. On May 5, 2022, DITM Holdings Pty Ltd had a change in holding (due to additional purchases) and reported it held 10,412,842 ordinary shares, or 7.4% of the total voting power, as of that date. DITM Holdings Pty Ltd is an entity associated with Mr. Todd Hannigan, Director of the Company; |
• | Arredo Pty Ltd became a substantial shareholder on December 1, 2020, when it reported that it held 5,475,000 ordinary shares, or 6.3% of the total voting power, as of that date. Arredo Pty Ltd ceased to be a substantial holder on August 31, 2021 (due to dilution); |
• | Syracuse Capital Pty Ltd became a substantial shareholder on June 18, 2019, when it reported that it held 2,107,784 ordinary shares, or 6.8% of the total voting power, as of that date. On October 29, 2019, Syracuse Capital Pty Ltd had a change in substantial holding (due to additional purchases) and reported it held 2,364,854 ordinary shares, or 7.5% of the total voting power, as of that date. On April 20, 2020, Syracuse Capital Pty Ltd had a change in substantial holding (due to additional |
• | IPConcept (Luxembourg) S.A. became a substantial shareholder on October 21, 2020, when it reported that it held 1,700,000 ordinary shares, as of that date. IPConcept (Luxembourg) S.A. ceased to be a substantial holder on December 7, 2021 (due to dilution); |
• | Mounts Bay Investments Pty Ltd became a substantial shareholder on April 16, 2018, when it reported that it held 1,874,444 ordinary shares, or 6.1% of the total voting power, as of that date. On August 3, 2018, Mounts Bay Investments Pty Ltd had a change in substantial holding (due to additional purchases) and reported it held 1,909,444 ordinary shares, or 6.2% of the total voting power, as of that date. On September 24, 2020, Mounts Bay Investments Pty Ltd had a change in substantial holding (due to additional purchases) and reported it held 2,269,444 ordinary shares, or 7.2% of the total voting power, as of that date. Mounts Bay Investments Pty Ltd ceased to be a substantial holder on December 2, 2020 (due to dilution); and |
• | Mr. Patric Glovac became a substantial shareholder on November 3, 2020, when he reported that he held 1,859,445 ordinary shares, or 5.7% of the total voting power, as of that date. Mr. Patric Glovac ceased to be a substantial holder on December 2, 2020 (due to dilution). |
FINANCIAL INFORMATION. |
THE OFFER AND LISTING |
ADDITIONAL INFORMATION |
• | 5,224,000 Unlisted Options exercisable at A$0.25 each on or before December 31, 2023; |
• | 3,650,000 Unlisted Options exercisable at A$0.20 each on or before December 31, 2023; |
• | 5,000,000 Unlisted Options exercisable at A$0.20 each on or before December 1, 2025; |
• | 4,000,000 Class A Performance Unlisted Options exercisable at A$0.20 each on or before December 1, 2025; |
• | 4,000,000 Class B Performance Unlisted Options exercisable at A$0.20 each on or before December 1, 2025; |
• | 1,075,000 Unlisted Options exercisable at A$0.45 each on or before December 31, 2023; and |
• | 1,075,000 Unlisted Options exercisable at A$0.55 each on or before December 31, 2023. |
• | 5,698,331 Performance Rights that vest upon achieving a 30-day VWAP of A$2.00 per share, expiring April 23, 2026; |
• | 6,698,334 Performance Rights that vest upon achieving a 30-day VWAP of A$3.00 per share, expiring April 23, 2026; |
• | 10,808,335 Performance Rights that vest upon achieving a 30-day VWAP of A$4.00 per share, expiring April 23, 2026; |
• | 175,000 Performance Rights that vest upon achieving a 30-day VWAP of A$2.00 per share, expiring April 23, 2024; |
• | 275,000 Performance Rights that vest upon achieving a 30-day VWAP of A$3.00 per share, expiring April 23, 2024; |
• | 125,000 Performance Rights that vest upon achieving a 30-day VWAP of A$4.00 per share, expiring April 23, 2024; |
• | 150,000 Performance Rights that vest upon achieving a 30-day VWAP of A$2.00 per share, expiring March 1, 2026; |
• | 150,000 Performance Rights that vest upon achieving a 30-day VWAP of A$3.00 per share, expiring March 1, 2026; |
• | 150,000 Performance Rights that vest upon achieving a 30-day VWAP of A$4.00 per share, expiring March 1, 2026; |
• | 600,000 Unlisted Options exercisable at A$1.33 each on or before September 9, 2025; and |
• | 600,000 Restricted Stock Units that vest upon achieving various service-based conditions, expiring September 9, 2025; |
• | 50,000 Performance Rights that vest upon achieving a 30-day VWAP of A$2.00 per share, expiring December 22, 2026; |
• | 100,000 Performance Rights that vest upon achieving a 30-day VWAP of A$3.00 per share, expiring December 22, 2026; |
• | 150,000 Performance Rights that vest upon achieving a 30-day VWAP of A$4.00 per share, expiring December 22, 2026; |
• | 259,000 Performance Rights that vest upon achieving various performance conditions, expiring December 22, 2024; |
• | 261,000 Performance Rights that vest upon achieving various performance conditions, expiring December 22, 2025; and |
• | 265,000 Performance Rights that vest upon achieving various performance conditions, expiring December 22, 2026. |
• | On October 19, 2018, we issued 220,000 ordinary shares to a consultant in lieu of fees for services; |
• | On October 25, 2019, we issued 416,667 ordinary shares representing an exclusive option fee to acquire a portfolio of iron ore tenements. The option was never exercised by the Company; |
• | On September 3, 2020, we issued 15,693,334 listed options pursuant to a pro-rata non-renounceable entitlement issue, with an exercise price of A$0.20 per share and expiring August 31, 2021. As at September 30, 2021, 15,675,824 of these options have been exercised, and 17,510 of these options have lapsed without being exercised; |
• | On December 1, 2020, we issued 25,000,000 ordinary shares as part of a private placement at A$0.08 per share to institutional and sophisticated investors; |
• | On December 1, 2020, we issued 29,150,000 ordinary shares, 5,000,000 unlisted options, 8,000,000 performance options and 39,600,000 performance shares in the Company in relation to the acquisition of the Titan Project; |
• | On January 27 and 29, 2021, we issued 12,150,000 ordinary shares as part of a private placement at A$0.30 per share to institutional and sophisticated investors; |
• | On August 31, 2021, we issued 20,000,000 ordinary shares as part of a private placement at A$1.20 per share to institutional and sophisticated investors; |
• | From time to time since July 1, 2018 through December 31, 2021, we have granted unlisted options to directors, employees, and consultants covering an aggregate of 14,750,000 ordinary shares, with exercise prices ranging from A$0.20 to A$1.33 per share. As at December 31, 2021, 3,126,000 of these options have been exercised; |
• | From time to time since July 1, 2018 through December 31, 2021, we have granted performance rights to directors, employees, and consultants covering an aggregate of 28,315,000 ordinary shares, that each convert into one ordinary share upon the satisfaction of various performance conditions. As at December 31, 2021, 3,000,000 of these performance rights have vested and been converted into ordinary shares. |
• | From time to time since July 1, 2018 through December 31, 2021, we have granted restricted stock units (“RSUs”) to directors covering an aggregate of 600,000 ordinary shares, with a nil exercise price that each convert into one ordinary share upon the satisfaction of various service-based vesting conditions. As at December 31, 2021, none of these RSUs have vested and been converted into ordinary shares and none of these RSUs have lapsed or been forfeited without being exercised. |
• | a special resolution passed by members holding shares in that class; or |
• | the written consent of members who are entitled to at least 75% of the votes that may be cast in respect of shares in that class. |
• | the acquisition of a substantial interest if the Australian corporation is valued in excess of the applicable monetary threshold (see below); |
• | any direct investment by a foreign government investor; |
• | any acquisition of shares in an Australian land corporation; and |
• | any proposed direct investment in a national security business (including starting such a business) or proposed investment in national security land. |
• | a natural person not ordinarily resident in Australia; |
• | a corporation in which a natural person not ordinarily resident in Australia, or a corporation incorporated outside of Australia, holds direct or indirect, actual or potential, voting power of 20% or more; |
• | a corporation in which two or more persons, each of whom is either a non-Australian resident or a non-Australian corporation, hold direct or indirect, actual or potential, voting power in aggregate of 40% or more; |
• | a trustee of a trust estate in which a non-Australian resident or non-Australian corporation holds 20% or more of the corpus or income of the trust estate; |
• | a trustee of a trust estate in which two or more persons, each of whom is either a non-Australian resident or a non-Australian corporation, hold in aggregate 40% or more of the corpus or income of the trust estate; or |
• | a foreign government investor, |
• | the person’s spouse or de facto partner, lineal ancestors and descendants, and siblings; |
• | any partner of the person; |
• | any corporation of which the person is an officer, any officer of a corporation (where the person is a corporation), employers and employees, any employee of a natural person of whom the person is an employee; |
• | any corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person or, where the person is a corporation, of the directors of the person; |
• | any corporation in accordance with the directions, instructions or wishes of which, or of the directors of which, the person is accustomed or under an obligation, whether formal or informal, to act; |
• | any corporation in which the person holds a substantial interest; |
• | where the person is a corporation—a person who holds a substantial interest in the corporation; |
• | the trustee of a trust estate in which the person holds a substantial interest; |
• | where the person is the trustee of a trust estate—a person who holds a substantial interest in the trust estate; |
• | any person who is an associate of any other person who is an associate of the person. |
• | control of 20% or more of the actual or potential voting power or issued shares in a target by a single foreign person (together with associates); or |
• | control of 40% or more of the actual or potential voting power or issued shares in a target by multiple foreign persons (together with associates). |
• | preferential, special or veto voting rights; |
• | the ability to appoint directors or asset managers; |
• | contractual agreements including, but not restricted to, agreements for loans, provision of services and off take agreements; or |
• | building or maintaining a strategic or long-term relationship with a target entity. |
• | a body politic of a foreign country; |
• | entities in which governments, their agencies or related entities from a single foreign country have an aggregate interest (direct or indirect) of 20% or more; |
• | entities in which governments, their agencies or related entities from more than one foreign country have an aggregate interest (direct or indirect) of 40% or more; or |
• | entities that are otherwise controlled by foreign governments, their agencies or related entities, and any associates, or could be controlled by them including as part of a controlling group. |
• | is a responsible entity (within the meaning of the Security of Critical Infrastructure Act 2018 as enacted) for an asset; |
• | is an entity that is a direct interest holder in relation to a critical infrastructure asset (within the meaning of those terms in the Security of Critical Infrastructure Act 2018 as enacted); |
• | is a carrier or nominated carriage service provider to which the Telecommunications Act 1997 applies; |
• | develops, manufacturers or supplies critical goods or critical technology that are, or are intended to be, for a military use, or an intelligence use, by defense and intelligence personnel, the defense force of another country, or a foreign intelligence agency; |
• | provides, or intends to provide, critical services to defense and intelligence personnel, the defense force of another country, or a foreign intelligence agency; |
• | stores or has access to information that has a security classification; |
• | stores or maintains personal information of defense and intelligence personnel collected by the Australian Defence Force, the Defence Department or an agency in the national intelligence community which, if accessed, could compromise Australia’s national security; |
• | collects, as part of an arrangement with the Australian Defence Force, the Defence Department or an agency in the national intelligence community, personal information on defence and intelligence personnel which, if disclosed, could compromise Australia’s national security; or |
• | stores, maintains or has access to personal information on defense and intelligence personnel which, if disclosed, could compromise Australia’s national security. |
• | “Defence” premises within the meaning of section 71A of the Defence Act 1903. This includes all land owned or occupied by Defence, including buildings, structures and Defence prohibited areas. The definition excludes subparagraph (a)(iii) of the definition which relates to vehicles, vessels or aircraft; or |
• | land in which an agency in the national intelligence community has an interest, if the existence of the interest is publicly known or could be known upon the making of reasonable inquiries. |
• | begins to have, or ceases to have, a substantial holding in a listed company; |
• | has a substantial holding in a listed company and there is movement by at least 1 percent in their holding; or |
• | makes a takeover bid for securities of the listed company, |
• | is the holder of the securities; |
• | has power to exercise, or control the exercise of, a right to vote attached to the securities; or |
• | has the power to dispose of, or control the exercise of a power to dispose of, the securities (including any indirect or direct power or control). |
• | has entered or enters into an agreement with another person with respect to the securities; |
• | has given or gives another person an enforceable right, or has been or is given an enforceable right by another person, in relation to the securities; or |
• | has granted or grants an option to, or has been or is granted an option by, another person with respect to the securities, and the other person would have a relevant interest in the securities if the agreement were performed, the right enforced or the option exercised, the other person is taken to already have a relevant interest in the securities. |
• | when the acquisition results from the acceptance of an offer under a formal takeover bid; |
• | when the acquisition is conducted on market by or on behalf of the bidder under a takeover bid and the acquisition occurs during the bid period; |
• | when shareholders of IperionX approve the takeover by resolution passed at general meeting; |
• | an acquisition by a person if, throughout the six months before the acquisition, that person or any other person has had voting power in IperionX of at least 19% and, as a result of the acquisition, none of the relevant persons would have voting power in IperionX more than three percentage points higher than they had six months before the acquisition; |
• | as a result of a rights issue; |
• | as a result of dividend reinvestment schemes; |
• | as a result of underwriting arrangements; |
• | through operation of law; |
• | an acquisition that arises through the acquisition of a relevant interest in another listed company; |
• | arising from an auction of forfeited shares conducted on market; or |
• | arising through a compromise, arrangement, liquidation or buy-back. |
• | insurance companies; |
• | banks or other financial institutions; |
• | individual retirement and other tax-deferred accounts; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | individuals who are former U.S. citizens or former long-term U.S. residents; |
• | brokers, dealers or traders in securities, commodities or currencies; |
• | traders that elect to use a mark-to-market method of accounting; |
• | persons holding our ADSs or ordinary shares through a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) or S corporation; |
• | persons that received ADSs or ordinary shares as compensation for the performance of services; |
• | grantor trusts; |
• | tax-exempt entities; |
• | persons that hold ADSs or ordinary shares as a position in a straddle or as part of a hedging, constructive sale, conversion or other integrated transaction for U.S. federal income tax purposes; |
• | persons that have a functional currency other than the U.S. dollar; |
• | persons that own (directly, indirectly or constructively) 10% or more of our equity (by vote or value); or |
• | persons that are not U.S. Holders. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia; |
• | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | a trust (i) the administration of which is subject to the primary supervision of a court in the United States and for which one or more U.S. persons have the authority to control all substantial decisions or (ii) that has an election in effect under applicable income tax regulations to be treated as a U.S. person for U.S. federal income tax purposes. |
• | the excess distribution or gain will be allocated ratably over your holding period for the ADSs or ordinary shares; |
• | the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were classified as a PFIC in your holding period, will be treated as ordinary income arising in the current taxable year (and would not be subject to the interest charge discussed below); and |
• | the amount allocated to each other taxable year during your holding period in which we were classified as a PFIC (i) will be subject to income tax at the highest rate in effect for that year and applicable to you and (ii) will be subject to an interest charge generally applicable to underpayments of tax with respect to the resulting tax attributable to each such year. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
• | Cash. The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest. |
• | Shares. The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution. |
• | Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer. |
• | Other Distributions. The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer. |
Persons depositing or withdrawing ordinary shares or ADS holders must pay the depositary: | | | For: | |||
| | | | |||
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | | | • | | | Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property |
| | • | | | Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | |
| | | | |||
US$0.05 (or less) per ADS | | | • | | | Any cash distribution to ADS holders |
| | | | |||
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs | | | • | | | Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders |
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US$0.05 (or less) per ADS per calendar year | | | • | | | Depositary services |
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Registration or transfer fees | | | • | | | Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares |
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Expenses of the depositary | | | • | | | Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement) |
| | • | | | Converting foreign currency to U.S. dollars | |
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Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes | | | • | | | As necessary |
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Any charges incurred by the depositary or its agents for servicing the deposited securities | | | • | | | As necessary |
• | 60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment; |
• | we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs on another exchange in the United States or make arrangements for trading of ADSs on the U.S. over-the-counter market; |
• | we delist our shares from an exchange outside the United States on which they were listed and do not list the shares on another exchange outside the United States; |
• | the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933; |
• | we appear to be insolvent or enter insolvency proceedings; |
• | all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities; |
• | there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or |
• | there has been a replacement of deposited securities. |
• | are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs; |
• | are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from performing our or its obligations under the deposit agreement; |
• | are not liable if we or it exercises discretion permitted under the deposit agreement; |
• | are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement; |
• | have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person; |
• | may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person; |
• | are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and |
• | the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit. |
• | payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities; |
• | satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and |
• | compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents. |
• | when temporary delays arise because: (i) the depositary has closed its transfer books, or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our ordinary shares; |
• | when you owe money to pay fees, taxes and similar charges; or |
• | when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities. |
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| | Notes | | | July 20, 2020 to June 30, 2021 US$ | |
Continuing operations | | | | | ||
Exploration and evaluation expenses | | | | | (2,568,386) | |
Corporate and administrative expenses | | | | | (852,944) | |
Business development expenses | | | | | (581,200) | |
Share-based payment expenses | | | 17(a) | | | (4,084,764) |
Finance income | | | 2 | | | 5,075 |
Finance costs | | | 2 | | | (7,492) |
Cost of listing on reverse acquisition | | | 14 | | | (5,141,126) |
Loss before income tax | | | | | (13,230,837) | |
Income tax expense | | | 3 | | | — |
Loss for the period | | | | | (13,230,837) | |
Loss attributable to members of IperionX Limited | | | | | (13,230,837) | |
| | | | |||
Other comprehensive income/(loss) | | | | | ||
Items that may be reclassified subsequently to profit or loss: | | | | | ||
Exchange differences arising on translation of foreign operations | | | | | (2,419) | |
Other comprehensive loss for the period, net of tax | | | | | (2,419) | |
Total comprehensive loss for the period | | | | | (13,233,256) | |
Total comprehensive loss attributable to members of IperionX Limited | | | | | (13,233,256) | |
| | | | |||
Basic loss per share (US$ per share) | | | 13 | | | (0.22) |
Diluted loss per share (US$ per share) | | | 13 | | | (0.22) |
| | Notes | | | June 30, 2021 US$ | |
ASSETS | | | | | ||
Current Assets | | | | | ||
Cash and cash equivalents | | | 5 | | | 1,697,904 |
Trade and other receivables | | | | | 341 | |
Prepayments | | | | | 49,069 | |
Total Current Assets | | | | | 1,747,314 | |
| | | | |||
Non-Current Assets | | | | | ||
Exploration and evaluation assets | | | 6 | | | 504,750 |
Property, plant and equipment | | | 7 | | | 539,619 |
Total Non-Current Assets | | | | | 1,044,369 | |
TOTAL ASSETS | | | | | 2,791,683 | |
| | | | |||
LIABILITIES | | | | | ||
Current Liabilities | | | | | ||
Trade and other payables | | | 8 | | | 544,842 |
Lease liabilities | | | | | 81,104 | |
Provisions | | | | | 11,069 | |
Total Current Liabilities | | | | | 637,015 | |
| | | | |||
Non-Current Liabilities | | | | | ||
Lease liabilities | | | | | 394,548 | |
Total Non-Current Liabilities | | | | | 394,548 | |
TOTAL LIABILITIES | | | | | 1,031,563 | |
| | | | |||
NET ASSETS | | | | | 1,760,120 | |
| | | | |||
EQUITY | | | | | ||
Contributed equity | | | 10 | | | 10,255,369 |
Reserves | | | 11 | | | 4,735,588 |
Accumulated losses | | | 12 | | | (13,230,837) |
TOTAL EQUITY | | | | | 1,760,120 |
| | Contributed Equity US$ | | | Share-Based Payments Reserve US$ | | | Foreign Currency Translation Reserve US$ | | | Accumulated Losses US$ | | | Total Equity US$ | |
Balance at incorporation | | | — | | | — | | | — | | | — | | | — |
Net loss for the period | | | — | | | — | | | — | | | (13,230,837) | | | (13,230,837) |
Exchange differences arising on translation of foreign operations | | | — | | | — | | | (2,419) | | | — | | | (2,419) |
Total comprehensive loss for the period | | | — | | | — | | | (2,419) | | | (13,230,837) | | | (13,233,256) |
Issue of shares – incorporation | | | 1 | | | — | | | — | | | — | | | 1 |
Issue of shares – seed placement | | | 54,011 | | | — | | | — | | | — | | | 54,011 |
Reverse acquisition | | | 5,581,274 | | | 967,582 | | | — | | | — | | | 6,548,856 |
Issue of shares – to facilitators of reverse acquisition | | | 852,478 | | | — | | | — | | | — | | | 852,478 |
Issue of shares – share placement | | | 2,819,340 | | | — | | | — | | | — | | | 2,819,340 |
Issue of shares – exercise of options and performance rights | | | 1,033,732 | | | (314,339) | | | — | | | — | | | 719,393 |
Share issue costs | | | (85,467) | | | — | | | — | | | — | | | (85,467) |
Share-based payment expense | | | — | | | 4,084,764 | | | — | | | — | | | 4,084,764 |
Balance at June 30, 2021 | | | 10,255,369 | | | 4,738,007 | | | (2,419) | | | (13,230,837) | | | 1,760,120 |
| | Notes | | | July 20, 2020 to June 30, 2021 US$ | |
Operating activities | | | | | ||
Payments to suppliers and employees | | | | | (3,562,589) | |
Interest paid | | | | | (511) | |
Interest received | | | | | 5,075 | |
Net cash flows used in operating activities | | | 5 | | | (3,558,025) |
| | | | |||
Investing activities | | | | | ||
Purchase of exploration and evaluation assets | | | 6 | | | (504,750) |
Purchase of property, plant and equipment | | | | | (66,818) | |
Net cash flows from investing activities | | | | | (571,568) | |
| | | | |||
Financing activities | | | | | ||
Proceeds from issue of shares | | | | | 3,592,745 | |
Share issue costs | | | 10(a) | | | (85,467) |
Payment of principal portion of lease liabilities | | | | | (6,473) | |
Net cash inflow on reverse acquisition | | | 14 | | | 2,329,111 |
Net cash flows from financing activities | | | | | 5,829,916 | |
| | | | |||
Net increase in cash and cash equivalents | | | | | 1,700,323 | |
Net foreign exchange differences | | | | | (2,419) | |
Cash and cash equivalents at beginning of period | | | | | — | |
Cash and cash equivalents at the end of the period | | | 5 | | | 1,697,904 |
1. | STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES |
(a) | Basis of preparation |
(b) | New standards, interpretations and amendments |
• | Definition of a Business (Amendments to IFRS 3) |
• | Definition of Material (Amendments to IAS 1 and IAS 8) |
• | Amendments to References to the Conceptual Framework in IFRS Standards |
(c) | Issued standards and interpretations not early adopted |
Standard/Interpretation | | | Application Date of Standard | | | Application Date for the Group |
Annual Improvements to IFRS Standards 2018–2020 | | | January 1, 2022 | | | July 1, 2022 |
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) | | | January 1, 2023 | | | July 1, 2023 |
Classification of Liabilities as Current or Non-current — Deferral of Effective Date (Amendment to IAS 1) | | | January 1, 2023 | | | July 1, 2023 |
(d) | Principles of Consolidation |
(e) | Foreign Currencies |
(i) | Functional and presentation currency |
(ii) | Transactions and balances |
(iii) | Group companies |
• | assets and liabilities are translated at period-end exchange rates prevailing at that reporting date; |
• | income and expenses are translated at average exchange rates for the period; and |
• | retained earnings are translated at the exchange rates prevailing at the date of the transaction. |
(f) | Cash and Cash Equivalents |
(g) | Trade and Other Receivables |
(h) | Property, Plant and Equipment |
(i) | Exploration and Development Expenditure |
(i) | the rights to tenure of the area of interest are current; and |
(ii) | at least one of the following conditions is also met: |
• | the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; and |
• | exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. |
(j) | Trade and other payables |
(k) | Provisions |
(l) | Interest income |
(m) | Income Tax |
(n) | Employee Entitlements |
(o) | Earnings per Share |
(p) | Goods and Services Tax |
(q) | Use and Revision of Accounting Estimates, Judgements and Assumptions |
• | Recognition of tax losses (Notes 1(m) and 3); |
• | Impairment of exploration and evaluation assets (Note 6); |
• | Determination of the accounting acquirer in reverse acquisition and fair value of the consideration paid (Note 14); and |
• | Share-based payments (Note 17). |
(r) | Operating Segments |
• | Nature of the products and services, |
• | Nature of the production processes, |
• | Type or class of customer for the products and services, |
• | Methods used to distribute the products or provide the services, and if applicable, |
• | Nature of the regulatory environment. |
(s) | Impairment of Assets |
(t) | Fair Value Estimation |
(u) | Issued and Unissued Capital |
(v) | Dividends |
(w) | Share-Based Payments |
(x) | Revisions |
2. | INCOME AND EXPENSES |
| | Note | | | July 20, 2020 to June 30, 2021 US$ | |
Finance income | | | | | ||
Interest income | | | | | 5,075 | |
| | | | 5,075 | ||
| | | | |||
Finance costs | | | | | ||
Interest on lease liabilities | | | | | (3,097) | |
Other finance costs | | | | | (4,395) | |
| | | | (7,492) | ||
| | | | |||
Depreciation and amortisation | | | | | ||
Amortisation of right-of-use assets | | | 7 | | | (8,364) |
Depreciation of property, plant and equipment | | | 7 | | | (960) |
| | | | (9,324) | ||
| | | | |||
Employee benefits expense | | | | | ||
Wages and salaries | | | | | (509,474) | |
Employee benefits | | | | | (44,325) | |
Post-employment benefits | | | | | (8,929) | |
Share-based payment expenses | | | | | (4,084,764) | |
| | | | (4,647,492) |
3. | INCOME TAX |
| | July 20, 2020 to June 30, 2021 US$ | |
Recognised in profit or loss | | | |
Current income tax: | | | |
Current income tax benefit in respect of the current period | | | — |
Deferred income tax: | | | |
Origination and reversal of temporary differences | | | — |
Income tax expense reported in profit or loss | | | — |
| | ||
Reconciliation between tax expense and accounting loss before income tax | | | |
Accounting loss before income tax | | | (13,230,837) |
| | July 20, 2020 to June 30, 2021 US$ | |
At the Australian income tax rate of 30% | | | (3,969,251) |
Effect of lower income tax rate in the United States | | | 124,391 |
Expenditure not allowable for income tax purposes | | | 2,942,127 |
Exchange differences | | | (5,365) |
Effect of deferred tax assets not brought to account | | | 908,098 |
Income tax expense reported in profit or loss | | | — |
| | ||
Deferred tax assets and liabilities | | | |
Deferred tax liabilities: | | | |
Right-of-use assets | | | 142,128 |
Deferred tax assets used to offset deferred tax liabilities | | | (142,128) |
| | — | |
Deferred tax assets: | | | |
Accrued expenditures | | | 53,997 |
Provisions | | | 2,893 |
Lease liabilities | | | 142,695 |
Tax losses available to offset against future taxable income | | | 1,260,669 |
Deferred tax assets used to offset deferred tax liabilities | | | (142,128) |
Deferred tax assets acquired on reverse acquisition not brought to account(1) | | | (410,028) |
Other deferred tax assets not brought to account(1) | | | (908,098) |
| | — |
(1) | The benefit of deferred tax assets not brought to account will only be brought to account if: (a) future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised; (b) the conditions for deductibility imposed by tax legislation continue to be complied with; and (c) no changes in tax legislation adversely affect the Group in realising the benefit. |
4. | DIVIDENDS PAID OR PROVIDED FOR ON ORDINARY SHARES |
5. | CASH AND CASH EQUIVALENTS |
| | June 30, 2021 US$ | |
Cash at bank and on hand | | | 1,697,904 |
| | 1,697,904 | |
| | ||
Reconciliation of loss before income tax to net cash flows from operations | | | |
Loss for the period | | | (13,230,837) |
Adjustment for non-cash income and expense items | | | |
Share-based payments expense | | | 4,084,764 |
Cost of listing on reverse acquisition | | | 5,141,126 |
Amortisation of right-of-use assets | | | 8,364 |
Depreciation of property, plant and equipment | | | 960 |
Changes in assets and liabilities | | | |
Increase in receivables and prepayments | | | (34,405) |
Increase in payables and provisions | | | 472,003 |
Net cash outflow from operating activities | | | (3,558,025) |
6. | EXPLORATION AND EVALUATION ASSETS |
| | Titan Project(1) US$ | |
June 30, 2021 | | | |
Carrying amount at incorporation | | | — |
Additions | | | 504,750 |
Carrying amount at June 30, 2021(2) | | | 504,750 |
(1) | At June 30, 2021, the Titan Project comprised of approximately 6,111 acres of surface and associated mineral rights in Tennessee prospective for heavy mineral sands, including titanium, rare earth minerals, high grade silica sand, and zircon, of which approximately 137 acres are owned and approximately 5,974 acres are subject to exclusive option agreements. These exclusive option agreements, upon exercise, allow the Group to purchase or, in some cases lease, the surface property and associated mineral rights. |
(2) | 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. |
7. | PROPERTY, PLANT AND EQUIPMENT |
| | Plant and equipment US$ | | | Right-of-use assets US$ | | | Total US$ | |
June 30, 2021 | | | | | | | |||
Carrying amount at incorporation | | | — | | | — | | | — |
Additions | | | 66,818 | | | 482,125 | | | 548,943 |
Depreciation and amortization | | | (960) | | | (8,364) | | | (9,324) |
Carrying amount at June 30, 2021 | | | 65,858 | | | 473,761 | | | 539,619 |
- at cost | | | 66,818 | | | 482,125 | | | 548,943 |
- accumulated depreciation | | | (960) | | | (8,364) | | | (9,324) |
8. | TRADE AND OTHER PAYABLES |
| | June 30, 2021 US$ | |
Current | | | |
Trade payables | | | 286,846 |
Accruals | | | 255,965 |
Payroll liabilities | | | 2,031 |
Total trade and other payables | | | 544,842 |
9. | LEASES |
| | Note | | | July 20, 2020 to June 30, 2021 US$ | |
Amortisation of right-of-use assets | | | 2 | | | (8,364) |
Interest expense on lease liabilities | | | 2 | | | (3,097) |
Net amount recognised in profit or loss | | | | | (11,461) |
10. | CONTRIBUTED EQUITY |
| | Note | | | June 30, 2021 US$ | |
Issued capital | | | | | ||
105,105,787 fully paid ordinary shares | | | 10(a) | | | 10,255,369 |
(a) | Movements in issued capital |
| | Number of Ordinary Shares | | | Number of Class A Performance Shares | | | Number of Class B Performance Shares | | | US$ | |
June 30, 2021 | | | | | | | | | ||||
Opening balance at incorporation | | | — | | | — | | | — | | | — |
Issue of shares – incorporation (July 2020) | | | 265 | | | 180 | | | 180 | | | 1 |
Issue of shares – seed placement (August-October 2020) | | | 26,499,735 | | | 17,999,820 | | | 17,999,820 | | | 54,011 |
Reverse acquisition – shares issued to facilitators of reverse acquisition | | | 2,650,000 | | | 1,800,000 | | | 1,800,000 | | | 852,478 |
Reverse acquisition – recognition of legal acquirer shares | | | 57,386,667 | | | — | | | — | | | 5,581,274 |
Issue of shares – share placement (January 2021) | | | 12,150,000 | | | — | | | — | | | 2,819,340 |
Issue of shares – exercise of options and performance rights | | | 6,419,120 | | | — | | | — | | | 1,033,732 |
Share issue costs | | | — | | | — | | | — | | | (85,467) |
Closing balance at June 30, 2021 | | | 105,105,787 | | | 19,800,000 | | | 19,800,000 | | | 10,255,369 |
(b) | Rights attaching to Ordinary Shares |
(i) | Shares - The issue of shares in the capital of the Company and options over unissued shares by the Company is under the control of the directors, subject to the Corporations Act 2001, ASX Listing Rules and any rights attached to any special class of shares. |
(ii) | Meetings of Members - Directors may call a meeting of members whenever they think fit. Members may call a meeting as provided by the Corporations Act 2001. The Constitution contains provisions prescribing the content requirements of notices of meetings of members and all members are entitled to a notice of meeting. A meeting may be held in two or more places linked together by audio-visual communication devices. A quorum for a meeting of members is 2 shareholders. The Company holds annual general meetings in accordance with the Corporations Act 2001 and the Listing Rules. |
(iii) | Voting - Subject to any rights or restrictions at the time being attached to any shares or class of shares of the Company, each member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of members will be decided by a show of hands unless a poll is demanded. On a show of hands each eligible voter present has one vote. However, where a person present at a general meeting represents personally or by proxy, attorney or representative more than one member, on a show of hands the person is entitled to one vote only despite the number of members the person represents. On a poll each eligible member has one vote for each fully paid share held and a fraction of a vote for each partly paid share determined by the amount paid up on that share. |
(iv) | Changes to the Constitution - The Company's Constitution can only be amended by a special resolution passed by at least three quarters of the members present and voting at a general meeting of the Company. At least 28 days' written notice specifying the intention to propose the resolution as a special resolution must be given. |
(v) | Listing Rules - Provided the Company remains admitted to the Official List, then despite anything in its Constitution, no act may be done that is prohibited by the Listing Rules, and authority is given for acts required to be done by the Listing Rules. The Company's Constitution will be deemed to comply with the Listing Rules as amended from time to time. |
(c) | Rights attaching to Performance Shares |
• | The Performance Shareholders are not entitled to a dividend; |
• | The Performance Shares are not transferable; |
• | The Performance Shareholders shall have no right to vote, subject to the Corporations Act; |
• | The Performance Shares will convert into Ordinary Shares as follows: |
○ | Each Class A Performance Share will convert into one (1) Ordinary Share upon completion of a positive pre-feasibility 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 September 17, 2024 (the “Pre-Feasibility Study Milestone”); |
○ | Each Class B Performance Share will convert into one (1) Ordinary Share upon the commencement of commercial production from the Titan Project area before September 17, 2025 (the “First Production Milestone”); |
○ | All Performance Shares shall automatically convert into Ordinary Shares upon the occurrence of certain change of control events; and |
○ | To the extent that any Performance Shares have not converted into Ordinary Shares by the applicable expiry date, all such Performance Shares for each holder will automatically lapse and be combined into one single Performance Share that will then convert into one single Ordinary Share. If the Class A Performance Shares have not converted into Ordinary Shares by the applicable expiry date, then the 19,800,000 Class A Performance Shares will convert into 30 Ordinary Shares. If the Class B Performance Shares have not converted into Ordinary Shares by the applicable expiry date, then the 19,800,000 Class B Performance Shares will convert into 30 Ordinary Shares. If neither the Class A Performance Shares nor the Class B Performance Shares have converted into Ordinary Shares by the applicable expiry date, then the 39,600,000 Performance Shares will convert into 60 Ordinary Shares. |
• | The Ordinary Shares issued on conversion of any Performance Share will rank equally with and confer rights identical with all other Ordinary Shares then on issue and application will be made by the Company to ASX for official quotation of the Ordinary Shares upon the date of conversion. |
• | The Company shall allot and issue Ordinary Shares immediately upon conversion of the Performance Shares for no consideration and shall record the allotment and issue in the manner required by the Corporations Act. |
• | The Performance Shares are unquoted. No application for quotation of the Performance Shares will be made by the Company. |
11. | RESERVES |
| | Note | | | June 30, 2021 US$ | |
Share-based payments reserve | | | 11(b) | | | 4,738,007 |
Foreign currency translation reserve | | | 11(f) | | | (2,419) |
| | | | 4,735,588 |
(a) | Nature and purpose of reserves |
(i) | Share-based payments reserve |
(ii) | Foreign currency translation reserve |
(b) | Movements in share-based payments reserve during the period |
| | Number of Listed Options (Note 11(c)) | | | Number of Unlisted Options (Note 11(d)) | | | Number of Performance Rights (Note 11(e)) | | | US$ | |
June 30, 2021 | | | | | | | | | ||||
Opening balance at incorporation | | | — | | | — | | | — | | | — |
Reverse acquisition – options issued to vendors of legal acquiree | | | — | | | 13,000,000 | | | — | | | — |
Reverse acquisition – recognition of legal acquirer options and rights | | | 15,693,334 | | | 5,000,000 | | | 2,000,000 | | | 967,582 |
Issue of employee options and performance rights | | | — | | | 9,150,000 | | | 16,325,000(2) | | | — |
Exercise of options and performance rights | | | (3,069,120) | | | (1,350,000) | | | (2,000,000) | | | (314,339) |
Share-based payment expense | | | — | | | — | | | — | | | 4,084,764 |
Closing balance at June 30, 2021 | | | 12,624,214 | | | 25,800,000 | | | 16,325,000 | | | 4,738,007 |
(1) | For details on the valuation of Unlisted Options and Performance Rights, including models and assumptions used, refer to Note 17 of the financial statements. |
(2) | During the period, the Group agreed, subject to shareholder approval, to grant 3,500,000 performance rights to Mr. Hannigan. These performance rights have not been included in this table as they had not been granted at June 30, 2021. |
(c) | Terms and conditions of Listed Options |
• | Each Listed Option entitles the holder to the right to subscribe for one Share upon the exercise of each Listed Option; |
• | The Listed Options outstanding at the end of the financial period have the following exercise prices and expiry dates: |
○ | 12,624,214 Listed Options exercisable at A$0.20 each on or before August 31, 2021; |
• | The Listed Options are exercisable at any time prior to the Expiry Date; |
• | Shares issued on exercise of the Listed Options rank equally with the then Shares of the Company; |
• | Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Listed Options; |
• | If there is any reconstruction of the issued share capital of the Company, the rights of the Listed Options holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction; and |
• | The Listed Options are quoted on ASX (ASX code: HYMOA). |
(d) | Terms and conditions of Unlisted Options |
• | Each Unlisted Option entitles the holder to the right to subscribe for one Share upon the exercise of each Unlisted Option; |
• | The Unlisted Options outstanding at the end of the financial period have the following exercise prices and expiry dates: |
○ | 6,000,000 Unlisted Options exercisable at A$0.25 each on or before December 31, 2023; |
○ | 4,650,000 Unlisted Options exercisable at A$0.20 each on or before December 31, 2023; |
○ | 5,000,000 Unlisted Options exercisable at A$0.20 each on or before December 1, 2025; |
○ | 4,000,000 Class A Performance Unlisted Options exercisable at A$0.20 each on or before December 1, 2025; |
○ | 4,000,000 Class B Performance Unlisted Options exercisable at A$0.20 each on or before December 1, 2025; |
○ | 1,075,000 Unlisted Options exercisable at A$0.45 each on or before December 31, 2023; and |
○ | 1,075,000 Unlisted Options exercisable at A$0.55 each on or before December 31, 2023. |
• | The Unlisted Options are exercisable at any time prior to the Expiry Date, subject to vesting conditions being satisfied (if applicable); |
• | Shares issued on exercise of the Unlisted Options rank equally with the then Shares of the Company; |
• | Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Unlisted Options; |
• | If there is any reconstruction of the issued share capital of the Company, the rights of the Unlisted Option holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction; and |
• | No application for quotation of the Unlisted Options will be made by the Company. |
(e) | Terms and conditions of Performance Rights |
• | Each Performance Right automatically converts into one Share upon vesting of the Performance Right; |
• | Each Performance Right is subject to performance conditions (as determined by the Board from time to time) which must be satisfied in order for the Performance Right to vest; |
• | The Performance Rights outstanding at the end of the financial period have the following performance conditions and expiry dates: |
○ | 5,133,333 performance rights that vest upon a 30-day VWAP of A$2.00 per share, expiring April 23, 2026; |
○ | 5,133,333 performance rights that vest upon a 30-day VWAP of A$3.00 per share, expiring April 23, 2026; |
○ | 5,233,334 performance rights that vest upon a 30-day VWAP of A$4.00 per share, expiring April 23, 2026; |
○ | 125,000 performance rights that vest upon a 30-day VWAP of A$2.00 per share, expiring April 23, 2024; |
○ | 125,000 performance rights that vest upon a 30-day VWAP of A$3.00 per share, expiring April 23, 2024; |
○ | 125,000 performance rights that vest upon a 30-day VWAP of A$4.00 per share, expiring April 23, 2024; |
○ | 150,000 performance rights that vest upon a 30-day VWAP of A$2.00 per share, expiring March 1, 2026; |
○ | 150,000 performance rights that vest upon a 30-day VWAP of A$3.00 per share, expiring March 1, 2026; and |
○ | 150,000 performance rights that vest upon achieving a 30-day VWAP of A$4.00 per share, expiring March 1, 2026; |
• | Application will be made by the Company to ASX for official quotation of the Shares issued upon conversion of the Performance Rights; |
• | If there is any reconstruction of the issued share capital of the Company, the rights of the Performance Right holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction; |
• | No application for quotation of the Performance Rights will be made by the Company; and |
• | Without approval of the Board, Performance Rights may not be transferred, assigned or novated, except, upon death, a participant's legal personal representative may elect to be registered as the new holder of such Performance Rights and exercise any rights in respect of them. |
(f) | Movements in foreign currency translation reserve during the period |
| | June 30, 2021 US$ | |
Balance at incorporation | | | — |
Exchange differences arising on translation of foreign operations | | | (2,419) |
Balance at June 30 | | | (2,419) |
12. | ACCUMULATED LOSSES |
| | June 30, 2021 US$ | |
Balance at incorporation | | | — |
Net loss for the period | | | (13,230,837) |
Balance at June 30, 2021 | | | (13,230,837) |
13. | LOSS PER SHARE |
| | July 20, 2020 to June 30, 2021 US$ | |
Basic loss per share | | | (0.22) |
Diluted loss per share | | | (0.22) |
| | July 20, 2020 to June 30, 2021 US$ | |
Net loss | | | (13,230,837) |
Loss used in calculating basic and dilutive loss per share | | | (13,230,837) |
| | Number of Ordinary Shares June 30, 2021 | |
Weighted average number of Ordinary Shares used in calculating basic and dilutive loss per share | | | 60,336,252 |
(a) | Non-Dilutive Securities |
(b) | Conversions, Calls, Subscriptions or Issues after June 30, 2021 |
(i) | 20,000,000 ordinary shares pursuant to a share placement to institutional, sophisticated and professional investors; |
(ii) | 12,606,704 ordinary shares pursuant to the exercise of listed options; |
(iii) | 1,400,000 ordinary shares pursuant to the exercise of unlisted options; |
(iv) | 600,000 restricted stock units to new Directors of the Company; and |
(v) | 600,000 unlisted options to new Directors of the Company. |
14. | REVERSE ACQUISITION ACCOUNTING |
| | December 1, 2020 US$ | |
Fair value of consideration: | | | |
Equity(1) | | | 7,401,334 |
Direct costs relating to the reverse acquisition | | | 10,875 |
Cash option fee paid to HMAPL | | | (25,292) |
Pre-acquisition loan to HMAPL | | | (331,471) |
Fair value of consideration | | | 7,055,446 |
| | ||
Fair value of net assets acquired: | | | |
Cash and cash equivalents | | | 1,983,223 |
Trade and other receivables | | | 33,523 |
Trade and other payables | | | (102,426) |
Fair value of net assets acquired | | | 1,914,320 |
Cost of listing | | | 5,141,126 |
Net cash inflow: | | | |
Net cash acquired on reverse acquisition | | | 1,983,223 |
Direct costs relating to the reverse acquisition | | | (10,875) |
Cash option fee paid to HMAPL | | | 25,292 |
Pre-acquisition loan to HMAPL | | | 331,471 |
Net consolidated cash inflow | | | 2,329,111 |
(1) | The fair value of the equity interests deemed to have been issued by HMAPL has been determined based on the underlying share price of the Company on ASX on the deemed date of acquisition (A$0.26 per share on December 1, 2020), adjusted by the fair value of share-based contingent consideration deemed to have been issued to the existing equity holders of the Company and the fair value of share-based contingent consideration issued to the equity holders of HMAPL, resulting in a deemed value of consideration of US$7,401,334, as set out below, of which US$6,433,752 has been allocated to issued share capital (i.e. ordinary shares and performance shares) and US$967,582 has been allocated to share-based contingent consideration (i.e. listed options, unlisted options, and unlisted performance rights). Note 17 sets out the key assumptions adopted in the valuation of the unlisted options (Series 2-5) included as contingent consideration. In addition, a probability adjustment has been applied to the valuation of the performance shares and performance options included as contingent consideration reflecting the likelihood that the non-market performance conditions associated with them will vest (80% likelihood that the Pre-Feasibility Study Milestone will be achieved and a 20% likelihood that the First Production Milestone will be achieved). |
| | December 1, 2020 US$ | |
Ordinary shares deemed to have been issued by HMAPL to existing equity holders of the Company | | | 9,592,608 |
Add: listed options deemed to have been issued by HMAPL to existing equity holders of the Company | | | 1,156,285 |
Add: unlisted options deemed to have been issued by HMAPL to existing equity holders of the Company | | | 481,591 |
Add: performance rights deemed to have been issued by HMAPL to existing equity holders of the Company | | | 96,152 |
Less: performance shares issued to the equity holders of HMAPL | | | (3,448,224) |
Less: unlisted options issued to the equity holders of HMAPL | | | (1,329,556) |
Add: ordinary shares issued to facilitators of reverse acquisition | | | 507,655 |
Add: performance shares issued to facilitators of reverse acquisition | | | 344,823 |
Total fair value of equity | | | 7,401,334 |
15. | RELATED PARTIES |
(a) | Subsidiaries |
| | Country of Incorporation | | | Equity Interest June 30, 2021 % | |
Hyperion Metals (Australia) Pty Ltd | | | Australia | | | 100 |
TN Exploration LLC | | | United States | | | 100 |
Hyperion Materials & Technologies LLC | | | United States | | | 100 |
Calatos Pty Ltd LLC | | | United States | | | 100 |
(b) | Ultimate Parent |
(c) | Key Management Personnel |
| | July 20, 2020 to June 30, 2021 US$ | |
Short-term employee benefits | | | 275,246 |
Post-employment benefits | | | 6,079 |
Share-based payments | | | 3,681,159 |
Total compensation | | | 3,962,484 |
(d) | Other transactions with Related Parties |
16. | PARENT ENTITY DISCLOSURES |
| | June 30, 2021 US$ | | | June 30, 2020 US$ | |
(a) Financial Position | | | | | ||
Assets | | | | | ||
Current Assets | | | 1,530,089 | | | 1,264,716 |
Non-Current Assets | | | 340,969 | | | 868,521 |
Total Assets | | | 1,871,058 | | | 2,133,237 |
| | | | |||
Liabilities | | | | | ||
Current Liabilities | | | 110,938 | | | 69,672 |
Total Liabilities | | | 110,938 | | | 69,672 |
| | | | |||
Equity | | | | | ||
Contributed equity | | | 13,360,608 | | | 3,372,855 |
Reserves | | | 5,723,616 | | | 845,282 |
Accumulated losses | | | (17,324,104) | | | (2,154,572) |
Total Equity | | | 1,760,120 | | | 2,063,565 |
| | | | |||
(b) Financial Performance | | | | | ||
Loss for the period | | | (15,169,532) | | | (549,740) |
Other comprehensive income | | | 96,762 | | | — |
Total comprehensive loss | | | (15,072,770) | | | (549,740) |
(c) | Other |
17. | SHARE-BASED PAYMENTS |
(a) | Recognised share-based payment expense |
| | July 20, 2020 to June 30, 2021 US$ | |
Expense arising from staff remuneration arrangements | | | (4,084,764) |
Expense arising from cost of listing on reverse acquisition | | | (5,141,126) |
Total expense arising from equity-settled share-based payment transactions | | | (9,225,890) |
(b) | Summary of securities granted as share-based payments |
| | July 20, 2020 to June 30, 2021 Number | | | July 20, 2020 to June 30, 2021 WAEP | |
Outstanding at beginning of period | | | — | | | — |
Recognition of legal acquirer Listed Options on reverse acquisition | | | 15,693,334 | | | A$0.20 |
Recognition of legal acquirer Unlisted Options on reverse acquisition | | | 5,000,000 | | | A$0.20 |
Recognition of legal acquirer Performance Rights on reverse acquisition | | | 2,000,000 | | | — |
Unlisted Options granted to vendors of legal acquiree on reverse acquisition | | | 13,000,000 | | | A$0.20 |
Unlisted Options granted during the period | | | 9,150,000 | | | A$0.31 |
Performance Rights granted during the period | | | 16,325,000 | | | — |
Listed Options exercised during the period | | | (3,069,120) | | | (A$0.20) |
Unlisted Options exercised during the period | | | (1,350,000) | | | (A$0.24) |
Performance Rights converted during the period | | | (2,000,000) | | | — |
Outstanding at end of period | | | 54,749,214 | | | A$0.19 |
July 20, 2020 to June 30, 2021 | | | Security Type | | | Number | | | Grant Date | | | Expiry Date | | | Exercise Price A$ | | | Vesting Hurdle (30-day VWAP) A$ | | | Fair Value A$ |
Series 1 | | | Options | | | 7,000,000 | | | 01-Dec-20 | | | 31-Dec-23 | | | $0.25 | | | — | | | $0.163 |
Series 2 | | | Options | | | 5,000,000 | | | 01-Dec-20 | | | 01-Dec-25 | | | $0.20 | | | — | | | $0.201 |
Series 3 | | | Options | | | 4,000,000 | | | 01-Dec-20 | | | 01-Dec-25 | | | $0.20 | | | — | | | $0.201 |
Series 4 | | | Options | | | 4,000,000 | | | 01-Dec-20 | | | 01-Dec-25 | | | $0.20 | | | — | | | $0.201 |
Series 5 | | | Options | | | 5,000,000 | | | 01-Dec-20 | | | 31-Dec-23 | | | $0.20 | | | — | | | $0.174 |
Series 6 | | | Rights | | | 150,000 | | | 03-Mar-21 | | | 01-Mar-26 | | | — | | | $2.00 | | | $0.694 |
Series 7 | | | Rights | | | 150,000 | | | 03-Mar-21 | | | 01-Mar-26 | | | — | | | $3.00 | | | $0.643 |
Series 8 | | | Rights | | | 150,000 | | | 03-Mar-21 | | | 01-Mar-26 | | | — | | | $4.00 | | | $0.602 |
Series 9 | | | Rights | | | 2,000,000 | | | 14-Apr-21 | | | 23-Apr-26 | | | — | | | $2.00 | | | $0.745 |
Series 10 | | | Rights | | | 2,000,000 | | | 14-Apr-21 | | | 23-Apr-26 | | | — | | | $3.00 | | | $0.693 |
Series 11 | | | Rights | | | 2,000,000 | | | 14-Apr-21 | | | 23-Apr-26 | | | — | | | $4.00 | | | $0.651 |
July 20, 2020 to June 30, 2021 | | | Security Type | | | Number | | | Grant Date | | | Expiry Date | | | Exercise Price A$ | | | Vesting Hurdle (30-day VWAP) A$ | | | Fair Value A$ |
Series 12 | | | Options | | | 875,000 | | | 14-Apr-21 | | | 31-Dec-23 | | | $0.45 | | | — | | | $0.605 |
Series 13 | | | Options | | | 875,000 | | | 14-Apr-21 | | | 31-Dec-23 | | | $0.55 | | | — | | | $0.575 |
Series 14 | | | Rights | | | 125,000 | | | 15-Apr-21 | | | 23-Apr-24 | | | — | | | $2.00 | | | $0.599 |
Series 15 | | | Rights | | | 125,000 | | | 15-Apr-21 | | | 23-Apr-24 | | | — | | | $3.00 | | | $0.510 |
Series 16 | | | Rights | | | 125,000 | | | 15-Apr-21 | | | 23-Apr-24 | | | — | | | $4.00 | | | $0.445 |
Series 17 | | | Rights | | | 2,875,000 | | | 15-Apr-21 | | | 23-Apr-26 | | | — | | | $2.00 | | | $0.705 |
Series 18 | | | Rights | | | 2,875,000 | | | 15-Apr-21 | | | 23-Apr-26 | | | — | | | $3.00 | | | $0.654 |
Series 19 | | | Rights | | | 2,975,000 | | | 15-Apr-21 | | | 23-Apr-26 | | | — | | | $4.00 | | | $0.613 |
Series 20 | | | Options | | | 200,000 | | | 15-Apr-21 | | | 31-Dec-23 | | | $0.45 | | | — | | | $0.570 |
Series 21 | | | Options | | | 200,000 | | | 15-Apr-21 | | | 31-Dec-23 | | | $0.55 | | | — | | | $0.540 |
Series 22 | | | Rights | | | 258,333 | | | 22-Jun-21 | | | 23-Apr-26 | | | — | | | $2.00 | | | $0.821 |
Series 23 | | | Rights | | | 258,333 | | | 22-Jun-21 | | | 23-Apr-26 | | | — | | | $3.00 | | | $0.763 |
Series 24 | | | Rights | | | 258,334 | | | 22-Jun-21 | | | 23-Apr-26 | | | — | | | $4.00 | | | $0.716 |
(c) | Weighted Average Remaining Contractual Life |
(d) | Weighted Average Fair Value |
(e) | Range of Exercise Prices |
(f) | Weighted Average Share Price of Exercised Options |
(g) | Option and Right Pricing Models |
July 20, 2020 to June 30, 2021 | | | Series 1 | | | Series 2 | | | Series 3 | | | Series 4 | | | Series 5 | | | Series 6 |
Fair value at grant date | | | A$0.163 | | | A$0.201 | | | A$0.201 | | | A$0.201 | | | A$0.174 | | | A$0.694 |
Share price at grant date | | | A$0.26 | | | A$0.26 | | | A$0.26 | | | A$0.26 | | | A$0.26 | | | A$0.800 |
Vesting hurdle (30-day VWAP) | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | | | A$2.00 |
Exercise price | | | A$0.25 | | | A$0.20 | | | A$0.20 | | | A$0.20 | | | A$0.20 | | | Nil |
Expected life of options/rights1 | | | 3.08 years | | | 5.00 years | | | 5.00 years | | | 5.00 years | | | 3.10 years | | | 5.00 years |
Risk-free interest rate | | | 0.10% | | | 0.26% | | | 0.26% | | | 0.26% | | | 0.10% | | | 0.700% |
Expected volatility2 | | | 100% | | | 100% | | | 100% | | | 100% | | | 100% | | | 100% |
Expected dividend yield3 | | | — | | | — | | | — | | | — | | | — | | | — |
July 20, 2020 to June 30, 2021 | | | Series 7 | | | Series 8 | | | Series 9 | | | Series 10 | | | Series 11 | | | Series 12 |
Fair value at grant date | | | A$0.643 | | | A$0.602 | | | A$0.745 | | | A$0.693 | | | A$0.651 | | | A$0.605 |
Share price at grant date | | | A$0.800 | | | A$0.800 | | | A$0.850 | | | A$0.850 | | | A$0.850 | | | A$0.850 |
Vesting hurdle (30-day VWAP) | | | A$3.00 | | | A$4.00 | | | A$2.00 | | | A$3.00 | | | A$4.00 | | | N/A |
Exercise price | | | Nil | | | Nil | | | Nil | | | Nil | | | Nil | | | A$0.450 |
Expected life of options/rights1 | | | 5.00 years | | | 5.00 years | | | 5.03 years | | | 5.03 years | | | 5.03 years | | | 2.72 years |
Risk-free interest rate | | | 0.700% | | | 0.700% | | | 0.680% | | | 0.680% | | | 0.680% | | | 0.105% |
Expected volatility2 | | | 100% | | | 100% | | | 100% | | | 100% | | | 100% | | | 100% |
Expected dividend yield3 | | | — | | | — | | | — | | | — | | | — | | | — |
July 20, 2020 to June 30, 2021 | | | Series 13 | | | Series 14 | | | Series 15 | | | Series 16 | | | Series 17 | | | Series 18 |
Fair value at grant date | | | A$0.575 | | | A$0.599 | | | A$0.510 | | | A$0.445 | | | A$0.705 | | | A$0.654 |
Share price at grant date | | | A$0.850 | | | A$0.810 | | | A$0.810 | | | A$0.810 | | | A$0.810 | | | A$0.810 |
Vesting hurdle (30-day VWAP) | | | N/A | | | A$2.00 | | | A$3.00 | | | A$4.00 | | | A$2.00 | | | A$3.00 |
Exercise price | | | A$0.550 | | | Nil | | | Nil | | | Nil | | | Nil | | | Nil |
Expected life of options/rights1 | | | 2.72 years | | | 3.02 years | | | 3.02 years | | | 3.02 years | | | 5.02 years | | | 5.02 years |
Risk-free interest rate | | | 0.105% | | | 0.105% | | | 0.105% | | | 0.105% | | | 0.690% | | | 0.690% |
Expected volatility2 | | | 100% | | | 100% | | | 100% | | | 100% | | | 100% | | | 100% |
Expected dividend yield3 | | | — | | | — | | | — | | | — | | | — | | | — |
July 20, 2020 to June 30, 2021 | | | Series 19 | | | Series 20 | | | Series 21 | | | Series 22 | | | Series 23 | | | Series 24 |
Fair value at grant date | | | A$0.613 | | | A$0.570 | | | A$0.540 | | | A$0.821 | | | A$0.763 | | | A$0.716 |
Share price at grant date | | | A$0.810 | | | A$0.810 | | | A$0.810 | | | A$0.930 | | | A$0.930 | | | A$0.930 |
Vesting hurdle (30-day VWAP) | | | A$4.00 | | | N/A | | | N/A | | | A$2.00 | | | A$3.00 | | | A$4.00 |
Exercise price | | | Nil | | | A$0.450 | | | A$0.550 | | | Nil | | | Nil | | | Nil |
Expected life of options/rights1 | | | 5.02 years | | | 2.71 years | | | 2.71 years | | | 4.84 years | | | 4.84 years | | | 4.84 years |
Risk-free interest rate | | | 0.690% | | | 0.105% | | | 0.105% | | | 0.820% | | | 0.820% | | | 0.820% |
Expected volatility2 | | | 100% | | | 100% | | | 100% | | | 100% | | | 100% | | | 100% |
Expected dividend yield3 | | | — | | | — | | | — | | | — | | | — | | | — |
(1) | The expected life is based on the expiry date of the options or rights. |
(2) | The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome. |
(3) | The dividend yield reflects the assumption that the current dividend payout will remain unchanged. |
18. | SEGMENT INFORMATION |
(a) | Reconciliation of non-current assets by geographical location |
| | June 30, 2021 US$ | |
United States of America | | | 1,044,369 |
| | 1,044,369 |
19. | FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES |
(a) | Overview |
(b) | Credit Risk |
| | Note | | | June 30, 2021 US$ | |
Cash and cash equivalents | | | 5 | | | 1,697,904 |
Trade and other receivables | | | | | 341 | |
| | | | 1,698,245 |
(c) | Liquidity Risk |
| | ≤1 year US$ | | | 1-5 years US$ | | | ≥5 years US$ | | | Total contractual cash flows US$ | | | Carrying amount of liabilities US$ | |
June 30, 2021 | | | | | | | | | | | |||||
Financial liabilities | | | | | | | | | | | |||||
Trade and other payables | | | 544,842 | | | — | | | — | | | 544,842 | | | 544,842 |
Lease liabilities | | | 115,067 | | | 461,903 | | | — | | | 576,970 | | | 475,652 |
| | 659,909 | | | 461,903 | | | — | | | 1,121,812 | | | 1,020,494 |
(d) | Interest Rate Risk |
| | Note | | | June 30, 2021 US$ | |
Interest-bearing financial instruments | | | | | ||
Cash at bank and on hand | | | 5 | | | 1,697,904 |
Short term deposits | | | | | — | |
| | | | 1,697,904 |
| | Profit or loss | | | Equity | |||||||
| | +0.5% US$ | | | -0.5% US$ | | | +0.5% US$ | | | -0.5% US$ | |
June 30, 2021 | | | | | | | | | ||||
Cash and cash equivalents | | | 8,490 | | | (8,490) | | | 8,490 | | | (8,490) |
(e) | Foreign Currency Risk |
A$ denominated financial assets and liabilities | | | June 30, 2021 A$ exposure (US$ Equivalent) |
Financial assets | | | |
Cash and cash equivalents | | | 1,560,370 |
Trade and other receivables | | | 341 |
Financial liabilities | | | |
Trade and other payables | | | (110,938) |
Lease liabilities | | | — |
Net exposure | | | 1,449,773 |
(f) | Commodity Price Risk |
(g) | Capital Management |
(h) | Fair Value |
20. | CONTINGENT ASSETS AND LIABILITIES |
21. | EVENTS SUBSEQUENT TO BALANCE DATE |
(a) | On 12 July 2021, the Company announced that PricewaterhouseCoopers was appointed as auditor of the Company following the resignation of BDO Audit (WA) Pty Ltd and ASIC’s consent to the resignation in accordance with section 329(5) of the Corporations Act 2001; |
(b) | On 22 July 2021, the Company announced the execution of a memorandum of understanding (“MOU”) for a technology partnership with EOS GmbH (“EOS”), the world’s leading solution supplier in the field of industrial 3D printing (known as additive manufacturing, or AM) of metals and plastics; |
(c) | On 31 August 2021, the Company completed a placement of 20 million shares at an issue price of A$1.20 per share to institutional, sophisticated and professional investors to raise gross proceeds of A$24.0 million (US$17.6 million) (“Placement”). The Placement was led by cornerstone investor, Fidelity Management & Research Company, an American multinational financial services corporation; |
(d) | On October 21, 2021, the Company announced that it had purchased an option to acquire 100% of the ownership interests of Blacksand Technology, LLC on or before December 31, 2022. Blacksand holds the exclusive commercial licensing rights for more than forty global patents through a license agreement with the University of Utah including the global patents for the patented HAMR and GSD technologies that can produce low-cost and low carbon titanium metal; |
(e) | On December 6, 2021, the Company announced that it had signed a memorandum of understanding with Chemours to investigate the potential supply to Chemours of up to 50,000 metric tons of ilmenite, 10,000 metric tons of rutile, and 10,000 metric tons of staurolite. Chemours operates one of the largest titanium dioxide plants at its New Johnsonville plant which is located approximately 20 miles from the Company’s Titan Project in Tennessee; and |
(f) | On January 6, 2022, the Company announced that it plans to pursue a listing on a national securities exchange in the United States and will change its name to ‘IperionX Limited’; |
(g) | On February 9, 2022, the Company changed its name from ‘Hyperion Metals Limited’ to ‘IperionX Limited’; and |
(h) | The impact of the Coronavirus (COVID-19) pandemic is ongoing and while it has not significantly impacted the Company up to June 30, 2021, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian, United States and other governments, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided. |
• | the operations, in financial years subsequent to June 30, 2021, of the Group; |
• | the results of those operations, in financial years subsequent to June 30, 2021, of the Group; or |
• | the state of affairs, in financial years subsequent to June 30, 2021, of the Group. |
| | Note | | | Six Months Ended December 31, 2021 US$ | | | July 20, 2020 to December 31, 2020 (restated) US$ | |
Continuing operations | | | | | | | |||
Exploration and evaluation expenses | | | | | (3,431,522) | | | (285,215) | |
Corporate and administrative expenses | | | | | (998,378) | | | (185,031) | |
Business development expenses | | | | | (1,501,724) | | | (71,946) | |
Share-based payment expense | | | | | (4,764,135) | | | (841,896) | |
Finance income | | | | | 157,435 | | | 118 | |
Finance costs | | | | | (23,831) | | | — | |
Cost of listing on reverse acquisition | | | 9 | | | — | | | (5,141,126) |
Loss before income tax | | | | | (10,562,155) | | | (6,525,096) | |
Income tax expense | | | | | — | | | — | |
Loss for the period | | | | | (10,562,155) | | | (6,525,096) | |
Loss attributable to members of IperionX Limited | | | | | (10,562,155) | | | (6,525,096) | |
| | | | | | ||||
Other comprehensive income | | | | | | | |||
Items that may be reclassified subsequently to profit or loss: | | | | | | | |||
Exchange differences arising on translation of foreign operations | | | | | (232,068) | | | 75,680 | |
Other comprehensive loss for the period, net of tax | | | | | (232,068) | | | 75,680 | |
Total comprehensive loss for the period | | | | | (10,794,223) | | | (6,449,416) | |
Total comprehensive loss attributable to members of IperionX Limited | | | | | (10,794,223) | | | (6,449,416) | |
| | | | | | ||||
Loss per share | | | | | | | |||
Basic and diluted loss per share (US$ per share) | | | | | (0.08) | | | (0.40) |
(1) | The Condensed Consolidated Statement of Comprehensive Income for the comparative period ended December 31, 2020 has been restated. Refer to Note 9 for further information. |
| | Note | | | December 31, 2021 US$ | | | June 30, 2021 US$ | |
ASSETS | | | | | | | |||
Current Assets | | | | | | | |||
Cash and cash equivalents | | | | | 14,256,359 | | | 1,697,904 | |
Trade and other receivables | | | | | 19,722 | | | 341 | |
Prepayments | | | | | 37,185 | | | 49,069 | |
Total Current Assets | | | | | 14,313,266 | | | 1,747,314 | |
| | | | | | ||||
Non-Current Assets | | | | | | | |||
Exploration and evaluation assets | | | 4 | | | 885,725 | | | 504,750 |
Property, plant and equipment | | | | | 714,941 | | | 539,619 | |
Financial assets | | | | | 250,000 | | | — | |
Total Non-Current Assets | | | | | 1,850,666 | | | 1,044,369 | |
TOTAL ASSETS | | | | | 16,163,932 | | | 2,791,683 | |
| | | | | | ||||
LIABILITIES | | | | | | | |||
Current Liabilities | | | | | | | |||
Trade and other payables | | | | | 553,088 | | | 544,842 | |
Lease liabilities | | | | | 94,191 | | | 81,104 | |
Provisions | | | | | — | | | 11,069 | |
Total Current Liabilities | | | | | 647,279 | | | 637,015 | |
| | | | | | ||||
Non-Current Liabilities | | | | | | | |||
Lease liabilities | | | | | 464,696 | | | 394,548 | |
Total Non-Current Liabilities | | | | | 464,696 | | | 394,548 | |
TOTAL LIABILITIES | | | | | 1,111,975 | | | 1,031,563 | |
| | | | | | ||||
NET ASSETS | | | | | 15,051,957 | | | 1,760,120 | |
| | | | | | ||||
EQUITY | | | | | | | |||
Contributed equity | | | 5 | | | 29,669,773 | | | 10,255,369 |
Reserves | | | 6 | | | 9,175,176 | | | 4,735,588 |
Accumulated losses | | | | | (23,792,992) | | | (13,230,837) | |
TOTAL EQUITY | | | | | 15,051,957 | | | 1,760,120 |
| | Contributed Equity US$ | | | Share- Based Payments Reserve US$ | | | Foreign Currency Translation Reserve US$ | | | Accumulated Losses US$ | | | Total Equity US$ | |
Balance at July 1, 2021 | | | 10,255,369 | | | 4,738,007 | | | (2,419) | | | (13,230,837) | | | 1,760,120 |
Net loss for the period | | | — | | | — | | | — | | | (10,562,155) | | | (10,562,155) |
Exchange differences arising on translation of foreign operations | | | — | | | — | | | (232,068) | | | — | | | (232,068) |
Total comprehensive loss | | | — | | | — | | | (232,068) | | | (10,562,155) | | | (10,794,223) |
Issue of shares - share placement | | | 17,604,000 | | | — | | | — | | | — | | | 17,604,000 |
Issue of shares - exercise of options | | | 2,239,216 | | | (92,479) | | | — | | | — | | | 2,146,737 |
Share issue costs | | | (428,812) | | | — | | | — | | | — | | | (428,812) |
Share-based payment expense | | | — | | | 4,764,135 | | | — | | | — | | | 4,764,135 |
Balance at December 31, 2021 | | | 29,669,773 | | | 9,409,663 | | | (234,487) | | | (23,792,992) | | | 15,051,957 |
| | | | | | | | | | ||||||
Balance at incorporation (restated) | | | — | | | — | | | — | | | — | | | — |
Net loss for the period | | | — | | | — | | | — | | | (6,525,096) | | | (6,525,096) |
Exchange differences arising on translation of foreign operations | | | — | | | — | | | 75,680 | | | — | | | 75,680 |
Total comprehensive loss | | | — | | | — | | | 75,680 | | | (6,525,096) | | | (6,449,416) |
Issue of shares – incorporation | | | 1 | | | — | | | — | | | — | | | 1 |
Issue of shares – seed placement | | | 54,011 | | | — | | | — | | | — | | | 54,011 |
Reverse acquisition | | | 5,581,274 | | | 967,582 | | | — | | | — | | | 6,548,856 |
Issue of shares – to facilitators of reverse acquisition | | | 852,478 | | | — | | | — | | | — | | | 852,478 |
Share-based payment expense | | | — | | | 841,896 | | | — | | | — | | | 841,896 |
Balance at December 31, 2020 (restated) | | | 6,487,764 | | | 1,809,478 | | | 75,680 | | | (6,525,096) | | | 1,847,826 |
(1) | The Condensed Consolidated Statement of Changes in Equity for the comparative period ended December 31, 2020 has been restated. Refer to Note 9 for further information. |
| | Note | | | Six Months Ended December 31, 2021 US$ | | | July 20, 2020 to December 31, 2020 (restated) US$ | |
Cash flows from operating activities | | | | | | | |||
Payments to suppliers and employees | | | | | (5,892,972) | | | (452,022) | |
Interest received | | | | | 14,716 | | | 118 | |
Interest paid | | | | | (22,688) | | | — | |
Net cash flows used in operating activities | | | | | (5,900,944) | | | (451,904) | |
| | | | | | ||||
Cash flows from investing activities | | | | | | | |||
Purchase of exploration and evaluation assets | | | 4 | | | (380,975) | | | (74,903) |
Purchase of property, plant and equipment | | | | | (113,890) | | | — | |
Purchase of financial assets | | | | | (250,000) | | | — | |
Net cash flows (used in)/from investing activities | | | | | (744,865) | | | (74,903) | |
| | | | | | ||||
Cash flows from financing activities | | | | | | | |||
Proceeds from issue of shares | | | 5 | | | 19,750,737 | | | 54,012 |
Share issue costs | | | | | (428,812) | | | — | |
Payment of principal portion of lease liabilities | | | | | (26,626) | | | — | |
Net cash inflow on reverse acquisition | | | 9 | | | — | | | 2,329,111 |
Net cash flows from financing activities | | | | | 19,295,299 | | | 2,383,123 | |
| | | | | | ||||
Net increase in cash and cash equivalents | | | | | 12,649,490 | | | 1,856,316 | |
Net foreign exchange differences | | | | | (91,036) | | | 75,442 | |
Cash and cash equivalents at the beginning of the period | | | | | 1,697,905 | | | — | |
Cash and cash equivalents at the end of the period | | | | | 14,256,359 | | | 1,931,758 |
(1) | The Condensed Consolidated Statement of Cash Flows for the comparative period ended December 31, 2020 has been restated. Refer to Note 9 for further information. |
1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
2. | SEGMENT INFORMATION |
3. | DIVIDENDS PAID OR PROVIDED FOR |
4. | EXPLORATION AND EVALUATION ASSETS |
| | Titan Project US$ | |
Carrying value at July 1, 2021 | | | 504,750 |
Additions | | | 380,975 |
Carrying amount at December 31, 2021(1) | | | 885,725 |
| | ||
Carrying value at incorporation | | | — |
Additions | | | 504,750 |
Carrying amount at June 30, 2021 | | | 504,750 |
(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. |
5. | CONTRIBUTED EQUITY |
| | December 31, 2021 US$ | | | June 30, 2021 US$ | |
139,488,491 ordinary shares (June 30, 2021: 105,105,787) | | | 29,669,773 | | | 10,255,369 |
| | 29,669,773 | | | 10,255,369 |
| | No. of Ordinary Shares | | | No. of Class A Performance Shares | | | No. of Class B Performance Shares | | | US$ | |
December 31, 2021 | | | | | | | | | ||||
Opening balance at July 1, 2021 | | | 105,105,787 | | | 19,800,000 | | | 19,800,000 | | | 10,255,369 |
Issue of shares – share placement | | | 20,000,000 | | | — | | | — | | | 17,604,000 |
Issue of shares – exercise of listed options | | | 12,606,704 | | | — | | | — | | | 1,857,559 |
Issue of shares – exercise of unlisted options | | | 1,776,000 | | | — | | | — | | | 381,657 |
Share issue costs | | | — | | | — | | | — | | | (428,812) |
Closing balance at December 31, 2021 | | | 139,488,491 | | | 19,800,000 | | | 19,800,000 | | | 29,669,773 |
| | No. of Ordinary Shares | | | No. of Class A Performance Shares | | | No. of Class B Performance Shares | | | US$ | |
| | | | | | | | |||||
December 31, 2020 | | | | | | | | | ||||
Opening balance at incorporation | | | — | | | — | | | — | | | — |
Issue of shares – incorporation (July 2020) | | | 265 | | | 180 | | | 180 | | | 1 |
Issue of shares – seed placement (August-October 2020) | | | 26,499,735 | | | 17,999,820 | | | 17,999,820 | | | 54,011 |
Reverse acquisition – shares issued to facilitators of reverse acquisition | | | 2,650,000 | | | 1,800,000 | | | 1,800,000 | | | 852,478 |
Reverse acquisition – recognition of legal acquirer shares | | | 57,386,667 | | | — | | | — | | | 5,581,274 |
Closing balance at December 31, 2020 | | | 86,536,667 | | | 19,800,000 | | | 19,800,000 | | | 6,487,764 |
6. | RESERVES |
| | December 31, 2021 US$ | | | June 30, 2021 US$ | |
Share based payments reserve | | | 9,409,663 | | | 4,738,007 |
Foreign currency translation reserve | | | (234,478) | | | (2,419) |
Total Reserves | | | 9,175,185 | | | 4,735,588 |
| | No. of Listed Options | | | No. of Unlisted Options | | | No. of Performance Rights | | | No. of RSUs | | | US$ | |
Opening balance at July 1, 2021 | | | 12,624,214 | | | 25,800,000 | | | 16,325,000 | | | — | | | 4,738,007 |
Grant of employee incentive securities | | | — | | | 600,000 | | | 8,990,000 | | | 600,000 | | | — |
Exercise of options | | | (12,606,704) | | | (1,776,000) | | | — | | | — | | | (92,479) |
Expiry of options | | | (17,510) | | | — | | | — | | | — | | | — |
Share-based payments expense | | | — | | | — | | | — | | | — | | | 4,764,135 |
Closing balance at December 31, 2021 | | | — | | | 24,624,000 | | | 25,315,000 | | | 600,000 | | | 9,409,663 |
7. | SUBSIDIARIES |
| | Country of Incorporation | | | December 31, 2021 | | | June 30, 2021 | |
Parent Entity | | | | | | | |||
IperionX Limited | | | Australia | | | | | ||
Subsidiaries | | | | | | | |||
IperionX Inc. | | | USA | | | 100% | | | — |
| | Country of Incorporation | | | December 31, 2021 | | | June 30, 2021 | |
IperionX Critical Minerals LLC | | | USA | | | 100% | | | 100% |
IperionX Materials & Technologies LLC | | | USA | | | 100% | | | 100% |
Hyperion Metals (Australia) Pty Ltd | | | Australia | | | 100% | | | 100% |
Calatos Pty Ltd LLC | | | USA | | | 100% | | | 100% |
8. | CONTINGENT ASSETS AND LIABILITIES |
9. | REVERSE ACQUISITION |
| | December 1, 2020 US$ | |
Fair value of consideration: | | | |
Equity | | | 7,401,334 |
Direct costs relating to the reverse acquisition | | | 10,875 |
Cash option fee paid to HMAPL | | | (25,292) |
Pre-acquisition loan to HMAPL | | | (331,471) |
| | December 1, 2020 US$ | |
Fair value of consideration | | | 7,055,446 |
Fair value of net assets acquired: | | | |
Cash and cash equivalents | | | 1,983,223 |
Trade and other receivables | | | 33,523 |
Trade and other payables | | | (102,426) |
Fair value of net assets acquired | | | 1,914,320 |
Cost of listing | | | 5,141,126 |
| | ||
Net cash inflow: | | | |
Net cash acquired on reverse acquisition | | | 1,983,223 |
Direct costs relating to the reverse acquisition | | | (10,875) |
Cash option fee paid to HMAPL | | | 25,292 |
Pre-acquisition loan to HMAPL | | | 331,471 |
Net consolidated cash inflow | | | 2,329,111 |
10. | SUBSEQUENT EVENTS AFTER BALANCE DATE |
(a) | On January 6, 2022, the Company announced that it plans to pursue a listing on a national securities exchange in the United States; and |
(b) | On February 9, 2022, the Company changed its name from ‘Hyperion Metals Limited’ to ‘IperionX Limited’. |
| | Notes | | | 1 Jul 2020 to 1 Dec 2020 A$ | | | Restated(1) 1 Jul 2019 to 30 Jun 2020 A$ | |
Continuing operations | | | | | | | |||
Exploration and evaluation expenses | | | | | (60,828) | | | (122,778) | |
Corporate and administrative expenses | | | | | (366,600) | | | (678,772) | |
Share based payment expenses | | | | | (87,458) | | | (89,783) | |
Finance income | | | 2 | | | 3,870 | | | 22,651 |
Finance costs | | | 2 | | | — | | | (4,775) |
Impairment expenses | | | 2 | | | (464,205) | | | — |
Other income/(expenses) | | | 2 | | | (66,820) | | | 4,560 |
Loss before income tax | | | | | (1,042,041) | | | (868,897) | |
Income tax expense | | | 3 | | | — | | | — |
Loss for the period | | | | | (1,042,041) | | | (868,897) | |
Loss attributable to members of IperionX Limited | | | | | (1,042,041) | | | (868,897) | |
| | | | | | ||||
Other comprehensive income | | | | | | | |||
Items that may be reclassified subsequently to profit or loss: | | | | | | | |||
Exchange differences arising on translation of foreign operations | | | | | (33,566) | | | 9,448 | |
Other comprehensive income/(loss) for the period, net of tax | | | | | (33,566) | | | 9,448 | |
Total comprehensive loss for the period | | | | | (1,075,607) | | | (859,449) | |
Total comprehensive loss attributable to members of IperionX Limited | | | | | (1,075,607) | | | (859,449) | |
| | | | | | ||||
Basic loss per share (A$ per share) | | | 12 | | | (0.03) | | | (0.03) |
Diluted loss per share (A$ per share) | | | 12 | | | (0.03) | | | (0.03) |
(1) | With effect from 1 July 2019, the policy for accounting for exploration expenditure has changed from the policy applied in previous reporting periods (refer Note 1(d)). |
| | Notes | | | 1 Dec 2020 A$ | | | Restated(1) 30 Jun 2020 A$ | |
ASSETS | | | | | | | |||
Current Assets | | | | | | | |||
Cash and cash equivalents | | | 5 | | | 2,717,623 | | | 1,649,187 |
Trade and other receivables | | | | | 19,608 | | | 42,438 | |
Loan to Hyperion Metals (Australia) Pty Ltd | | | | | 449,879 | | | — | |
Prepayments | | | | | — | | | 24,875 | |
Total Current Assets | | | | | 3,187,110 | | | 1,716,500 | |
| | | | | | ||||
Non-Current Assets | | | | | | | |||
Exploration and evaluation assets | | | 6 | | | — | | | 487,743 |
Property, plant and equipment | | | | | — | | | 30,800 | |
Total Non-Current Assets | | | | | — | | | 518,543 | |
TOTAL ASSETS | | | | | 3,187,110 | | | 2,235,043 | |
| | | | | | ||||
LIABILITIES | | | | | | | |||
Current Liabilities | | | | | | | |||
Trade and other payables | | | 7 | | | 139,075 | | | 68,602 |
Lease liabilities | | | 8 | | | — | | | 25,960 |
Total Current Liabilities | | | | | 139,075 | | | 94,562 | |
TOTAL LIABILITIES | | | | | 139,075 | | | 94,562 | |
| | | | | | ||||
NET ASSETS | | | | | 3,048,035 | | | 2,140,481 | |
| | | | | | ||||
EQUITY | | | | | | | |||
Contributed equity | | | 9 | | | 5,673,818 | | | 4,577,708 |
Reserves | | | 10 | | | 1,091,451 | | | 1,191,666 |
Accumulated losses | | | 11 | | | (3,717,234) | | | (3,628,893) |
TOTAL EQUITY | | | | | 3,048,035 | | | 2,140,481 |
(1) | With effect from 1 July 2019, the policy for accounting for exploration expenditure has changed from the policy applied in previous reporting periods (refer Note 1(d)). |
| | Contributed Equity | | | Share Based Payments Reserve A$ | | | Option Premium Reserve A$ | | | Foreign Currency Translation Reserve A$ | | | Accumulated Losses A$ | | | Total Equity A$ | |
Balance at 1 July 2020 (restated)(1) | | | 4,577,708 | | | 993,483 | | | 153,750 | | | 44,433 | | | (3,628,893) | | | 2,140,481 |
Net loss for the period | | | — | | | — | | | — | | | — | | | (1,042,041) | | | (1,042,041) |
Exchange differences arising on translation of foreign operations | | | — | | | — | | | — | | | (33,566) | | | — | | | (33,566) |
Total comprehensive loss for the period | | | — | | | — | | | — | | | (33,566) | | | (1,042,041) | | | (1,075,607) |
Share placements | | | 2,000,000 | | | — | | | — | | | — | | | — | | | 2,000,000 |
Share issue costs | | | (991,500) | | | 871,500 | | | — | | | — | | | — | | | (120,000) |
Conversion of performance rights | | | 87,610 | | | (87,600) | | | — | | | — | | | — | | | 10 |
Issue of listed options | | | — | | | — | | | 15,693 | | | — | | | — | | | 15,693 |
Expiry of unlisted options | | | — | | | (953,700) | | | — | | | — | | | 953,700 | | | — |
Share based payments | | | — | | | 87,458 | | | — | | | — | | | — | | | 87,458 |
Balance at 1 December 2020 | | | 5,673,818 | | | 911,141 | | | 169,443 | | | 10,867 | | | (3,717,234) | | | 3,048,035 |
| | | | | | | | | | | | |||||||
Balance at 1 July 2019 | | | 4,527,708 | | | 953,700 | | | 153,750 | | | 56,941 | | | (2,178,110) | | | 3,513,989 |
Effect of change in accounting policy(1) | | | — | | | — | | | — | | | (21,956) | | | (581,886) | | | (603,842) |
Balance at 1 July 2019 (restated)(1) | | | 4,527,708 | | | 953,700 | | | 153,750 | | | 34,985 | | | (2,759,996) | | | 2,910,147 |
Net loss for the period | | | — | | | — | | | — | | | — | | | (868,897) | | | (868,897) |
Exchange differences arising on translation of foreign operations | | | — | | | — | | | — | | | 9,448 | | | — | | | 9,448 |
Total comprehensive loss for the period | | | — | | | — | | | — | | | 9,448 | | | (868,897) | | | (859,449) |
Share based payments | | | 50,000 | | | 39,783 | | | — | | | — | | | — | | | 89,783 |
Balance at 30 June 2020 (restated)(1) | | | 4,577,708 | | | 993,483 | | | 153,750 | | | 44,433 | | | (3,628,893) | | | 2,140,481 |
(1) | With effect from 1 July 2019, the policy for accounting for exploration expenditure has changed from the policy applied in previous reporting periods (refer Note 1(d)). |
| | Notes | | | 1 Jul 2020 to 1 Dec 2020 A$ | | | Restated(1) 1 Jul 2019 to 30 Jun 2020 A$ | |
Operating activities | | | | | | | |||
Payments to suppliers and employees | | | | | (393,110) | | | (809,330) | |
Interest paid | | | | | — | | | (4,775) | |
Interest received | | | | | 3,870 | | | 22,651 | |
Other income | | | | | 12,456 | | | 12,156 | |
Net cash flows used in operating activities | | | 5 | | | (376,784) | | | (779,298) |
| | | | | | ||||
Investing activities | | | | | | | |||
Loan to Hyperion Metals (Australia) Pty Ltd | | | | | (449,879) | | | — | |
Purchase of property, plant and equipment | | | | | (604) | | | (6,423) | |
Net cash flows used in investing activities | | | | | (450,483) | | | (6,423) | |
| | | | | | ||||
Financing activities | | | | | | | |||
Proceeds from issue of shares | | | 9(a) | | | 2,000,000 | | | — |
Share issue costs | | | 9(a) | | | (120,000) | | | — |
Proceeds from conversion of performance rights | | | | | 10 | | | — | |
Proceeds from issue of options | | | | | 15,693 | | | — | |
Payment of principal portion of lease liabilities | | | | | — | | | (31,225) | |
Net cash flows from financing activities | | | | | 1,895,703 | | | (31,225) | |
| | | | | | ||||
Net increase/(decrease) in cash and cash equivalents | | | | | 1,068,436 | | | (816,946) | |
Net foreign exchange differences | | | | | — | | | — | |
Cash and cash equivalents at beginning of period | | | | | 1,649,187 | | | 2,466,133 | |
Cash and cash equivalents at the end of the period | | | 5 | | | 2,717,623 | | | 1,649,187 |
(1) | With effect from 1 July 2019, the policy for accounting for exploration expenditure has changed from the policy applied in previous reporting periods (refer Note 1(d)). |
1. | STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES |
(a) | Basis of preparation |
(b) | New standards, interpretations and amendments |
• | Definition of a Business (Amendments to IFRS 3) |
• | Definition of Material (Amendments to IAS 1 and IAS 8) |
• | Amendments to References to the Conceptual Framework in IFRS Standards |
(c) | Issued standards and interpretations not early adopted |
Standard/Interpretation | | | Application Date of Standard | | | Application Date for the Group |
Annual Improvements to IFRS Standards 2018–2020 | | | January 1, 2022 | | | July 1, 2022 |
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) | | | January 1, 2023 | | | July 1, 2023 |
Classification of Liabilities as Current or Non-current — Deferral of Effective Date (Amendment to IAS 1) | | | January 1, 2023 | | | July 1, 2023 |
(d) | Changes in Accounting Policy |
• | Such costs are expected to be recouped through successful development and exploitation of the area of interest, or alternatively by its sale; or |
• | Exploration and evaluation activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area are continuing. |
Consolidated statement of financial position | | | As previously reported at 1 July 2019 $ | | | Effect of change in accounting policy $ | | | As adjusted at 1 July 2019 $ |
Exploration and evaluation assets | | | 1,081,149 | | | (603,843) | | | 477,306 |
Foreign currency translation reserve | | | 56,941 | | | (21,956) | | | 34,985 |
Accumulated losses | | | (2,178,110) | | | (581,886) | | | (2,759,996) |
Consolidated statement of financial position | | | 30 June 2020 A$ |
Decrease in exploration and evaluation assets | | | (737,153) |
Increase/(decrease) in equity | | | (737,153) |
Consolidated statement of profit or loss and other comprehensive income | | | Year Ended 30 June 2020 A$ |
Increase in exploration and evaluation expenses | | | (122,778) |
Increase/(decrease) in profit or loss | | | (122,778) |
(e) | Principles of Consolidation |
(f) | Foreign Currencies |
(i) | Functional and presentation currency |
(ii) | Transactions and balances |
(iii) | Group companies |
• | assets and liabilities are translated at year-end exchange rates prevailing at that reporting date; |
• | income and expenses are translated at average exchange rates for the period; and |
• | retained earnings are translated at the exchange rates prevailing at the date of the transaction. |
(g) | Cash and Cash Equivalents |
(h) | Trade and Other Receivables |
(i) | Property, Plant and Equipment |
| | 1 Dec 2020 | | | 30 Jun 2020 | |
Major depreciation periods are: | | | | | ||
Plant and equipment: | | | 5 years | | | 5 years |
(j) | Exploration and Development Expenditure |
(i) | the rights to tenure of the area of interest are current; and |
(ii) | at least one of the following conditions is also met: |
• | the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; and |
• | exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. |
(k) | Trade and other payables |
(l) | Provisions |
(m) | Interest income |
(n) | Government grant income |
(o) | Income Tax |
(p) | Employee Entitlements |
(q) | Earnings per Share |
(r) | Goods and Services Tax |
(s) | Use and Revision of Accounting Estimates, Judgements and Assumptions |
• | Recognition of tax losses (Note 3); |
• | Write-off of exploration and evaluation expenditures (Note 2); and |
• | Share-based payments (Note 15). |
(t) | Operating Segments |
• | Nature of the products and services, |
• | Nature of the production processes, |
• | Type or class of customer for the products and services, |
• | Methods used to distribute the products or provide the services, and if applicable, |
• | Nature of the regulatory environment. |
(u) | Impairment of Assets |
(v) | Fair Value Estimation |
(w) | Issued and Unissued Capital |
(x) | Dividends |
(y) | Share-Based Payments |
2. | INCOME AND EXPENSES |
| | 1 Dec 2020 A$ | | | 30 Jun 2020 A$ | |
Finance income | | | | | ||
Interest income | | | 3,870 | | | 22,651 |
| | 3,870 | | | 22,651 | |
| | | | |||
Finance costs | | | | | ||
Interest on lease liabilities | | | — | | | (4,775) |
| | — | | | (4,775) | |
| | | | |||
Impairment expenses | | | | | ||
Write-off of exploration and evaluation assets(1) | | | (454,309) | | | — |
Write-off of property, plant and equipment | | | (6,896) | | | — |
Write-off of trade and other receivables | | | (3,000) | | | — |
| | (464,205) | | | — | |
| | | | |||
Other income and expenses | | | | | ||
Grant income(2) | | | 12,456 | | | 37,368 |
Gain on derecognition of right-of-use assets | | | 1,453 | | | — |
Depreciation and amortisation | | | — | | | (32,808) |
Transaction costs related to acquisition of HMAPL | | | (80,729) | | | — |
| | (66,820) | | | 4,560 | |
| | | | |||
Employee benefits expense | | | | | ||
Wages, salaries and other payroll expenses | | | (143,400) | | | (312,611) |
Share-based payments expense | | | (87,458) | | | (39,784) |
| | (230,858) | | | (352,395) |
(1) | During the period, the Group made the decision to write-off all capitalised exploration costs associated with the Milford Project on the basis that minimal future exploration and evaluation expenditures are planned for the Milford Project. Refer to Note 6 for further details. |
(2) | During the period ended 1 December 2020 and the year ended 30 June 2020, the Group received a cash flow boost from the Australian Government as part of temporary cash flow support to businesses that employ staff during the economic downturn associated with COVID-19. |
3. | INCOME TAX |
| | 1 Dec 2020 A$ | | | 30 Jun 2020 A$ | |
Recognised in profit or loss | | | | | ||
Current income tax: | | | | | ||
Current income tax benefit in respect of the current period | | | — | | | — |
Deferred income tax: | | | | | ||
Origination and reversal of temporary differences | | | — | | | — |
Income tax expense reported in profit or loss | | | — | | | — |
| | | | |||
Reconciliation between tax expense and accounting loss before income tax | | | | | ||
Accounting loss before income tax | | | (1,042,041) | | | (868,897) |
At the Australian income tax rate of 30% (2020: 30%) | | | (312,612) | | | (260,669) |
Expenditure not allowable for income tax purposes | | | 186,749 | | | 119,726 |
Income not assessable for income tax purposes | | | — | | | (11,210) |
Other temporary differences | | | — | | | (31,992) |
Effect of deferred tax assets not brought to account | | | 125,863 | | | 184,145 |
Income tax expense reported in profit or loss | | | — | | | — |
| | | | |||
Deferred Tax Assets and Liabilities | | | | | ||
Deferred Tax Liabilities: | | | | | ||
Other temporary differences | | | — | | | 7,462 |
Deferred tax assets used to offset deferred tax liabilities | | | — | | | (7,462) |
| | — | | | — | |
Deferred Tax Assets: | | | | | ||
Property, plant and equipment | | | — | | | 436 |
Capital allowances | | | — | | | 54,459 |
Other temporary differences | | | 24,300 | | | 9,307 |
Tax losses available to offset against future taxable income | | | 552,891 | | | 467,830 |
Deferred tax assets used to offset deferred tax liabilities | | | — | | | (7,462) |
Deferred tax assets not brought to account (1) | | | (577,191) | | | (524,570) |
| | — | | | — |
(1) | The benefit of deferred tax assets not brought to account will only be brought to account if: (a) future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised; (b) the conditions for deductibility imposed by tax legislation continue to be complied with; and (c) no changes in tax legislation adversely affect the Group in realising the benefit. |
4. | DIVIDENDS PAID OR PROVIDED FOR ON ORDINARY SHARES |
5. | CASH AND CASH EQUIVALENTS |
| | 1 Dec 2020 A$ | | | 30 Jun 2020 A$ | |
Cash at bank and on hand | | | 2,717,623 | | | 1,649,187 |
| | 2,717,623 | | | 1,649,187 | |
| | | | |||
Reconciliation of loss before income tax to net cash flows from operations | | | | | ||
Loss for the period | | | (1,042,041) | | | (868,897) |
Adjustment for non-cash income and expense items | | | | | ||
Share based payment expenses | | | 87,458 | | | 89,783 |
Write-off of exploration and evaluation assets | | | 454,309 | | | — |
Write-off of property, plant and equipment | | | 6,897 | | | — |
Gain on derecognition of right-of-use assets | | | (1,453) | | | — |
Amortisation of right-of-use assets | | | — | | | 32,678 |
Depreciation of property, plant and equipment | | | — | | | 130 |
Change in assets and liabilities | | | | | ||
(Increase)/decrease in trade and other receivables | | | 22,830 | | | (27,307) |
(Increase)/decrease in prepayments | | | 24,875 | | | (4,991) |
(Decrease)/increase in trade and other payables | | | 70,341 | | | (694) |
Net cash outflow from operating activities | | | (376,784) | | | (779,298) |
6. | EXPLORATION AND EVALUATION ASSETS |
| | Milford Project(1) A$ | |
1 December 2020 | | | |
Carrying amount at 1 July 2020 (restated) | | | 487,742 |
Foreign exchange differences | | | (33,433) |
Write-off(2) | | | (454,309) |
Carrying amount at 1 December 2020(3) | | | — |
| | ||
30 June 2020 | | | |
Carrying amount at 1 July 2019 (restated) | | | 477,306 |
Foreign exchange differences | | | 10,436 |
Carrying amount at 30 June 2020 (restated)(3) | | | 487,742 |
(1) | At 1 December 2020, the Milford Project comprised 100 Mining Rights on U.S. Bureau of Land Management (“BLM”) administered land, situated approximately 6 kilometres west of the town of Milford in Utah, United States. The Milford Project is considered prospective for epithermal and replacement style precious and base metal mineralisation along structural corridors in reactive host rocks. |
(2) | During the period, the Group made the decision to write-off all capitalised exploration costs associated with the Milford Project, being a total of A$454,309, on the basis that minimal future exploration and evaluation expenditures are planned for the Milford Project. |
(3) | The ultimate recoupment of costs carried forward for exploration and evaluation is dependent on the successful development and commercial exploitation or sale of the respective areas of interest. |
7. | TRADE AND OTHER PAYABLES |
| | 1 Dec 2020 A$ | | | 30 Jun 2020 A$ | |
Current | | | | | ||
Trade payables | | | 46,119 | | | 11,478 |
Accruals | | | 81,000 | | | 26,404 |
Payroll liabilities | | | 11,956 | | | 30,720 |
Total trade and other payables | | | 139,075 | | | 68,602 |
8. | LEASES |
| | 1 Dec 2020 A$ | | | 30 Jun 2020 A$ | |
Depreciation of right-of-use assets | | | — | | | (32,678) |
Interest expense on lease liabilities | | | — | | | (4,775) |
Net amount recognised in profit or loss | | | — | | | (37,453) |
9. | CONTRIBUTED EQUITY |
| | Note | | | 1 Dec 2020 A$ | | | 30 Jun 2020 A$ | |
Issued capital | | | | | | | |||
57,386,667 fully paid ordinary shares1 (2020: 31,386,667) | | | 9(a) | | | 5,673,818 | | | 4,577,708 |
(1) | Ordinary shares have no par value and the Company does not have a limited amount of authorised capital. |
(a) | Movements in issued capital |
| | Number of Ordinary Shares | | | A$ | |
1 December 2020 | | | | | ||
Opening balance at 1 July 2020 | | | 31,386,667 | | | 4,577,708 |
Issue of shares – share placement (December 2020) | | | 25,000,000 | | | 2,000,000 |
Issue of shares – conversion of performance rights | | | 1,000,000 | | | 87,610 |
Share issue costs | | | — | | | (991,500) |
Closing balance at 1 December 2020 | | | 57,386,667 | | | 5,673,818 |
| | | | |||
30 June 2020 | | | | | ||
Opening balance at 1 July 2019 | | | 30,970,000 | | | 4,527,708 |
Issue of shares – option fee | | | 416,667 | | | 50,000 |
| | Number of Ordinary Shares | | | A$ | |
Closing balance at 30 June 2020 | | | 31,386,667 | | | 4,577,708 |
(b) | Rights attaching to ordinary shares |
(i) | Shares - The issue of shares in the capital of the Company and options over unissued shares by the Company is under the control of the directors, subject to the Corporations Act 2001, ASX Listing Rules and any rights attached to any special class of shares. |
(ii) | Meetings of Members - Directors may call a meeting of members whenever they think fit. Members may call a meeting as provided by the Corporations Act 2001.The Constitution contains provisions prescribing the content requirements of notices of meetings of members and all members are entitled to a notice of meeting. A meeting may be held in two or more places linked together by audio-visual communication devices. A quorum for a meeting of members is 2 shareholders. The Company holds annual general meetings in accordance with the Corporations Act 2001 and the Listing Rules. |
(iii) | Voting - Subject to any rights or restrictions at the time being attached to any shares or class of shares of the Company, each member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of members will be decided by a show of hands unless a poll is demanded. On a show of hands each eligible voter present has one vote. However, where a person present at a general meeting represents personally or by proxy, attorney or representative more than one member, on a show of hands the person is entitled to one vote only despite the number of members the person represents. On a poll each eligible member has one vote for each fully paid share held and a fraction of a vote for each partly paid share determined by the amount paid up on that share. |
(iv) | Changes to the Constitution - The Company's Constitution can only be amended by a special resolution passed by at least three quarters of the members present and voting at a general meeting of the Company. At least 28 days' written notice specifying the intention to propose the resolution as a special resolution must be given. |
(v) | Listing Rules - Provided the Company remains admitted to the Official List, then despite anything in its Constitution, no act may be done that is prohibited by the Listing Rules, and authority is given for acts required to be done by the Listing Rules. The Company's Constitution will be deemed to comply with the Listing Rules as amended from time to time. |
10. | RESERVES |
| | Note | | | 1 Dec 2020 A$ | | | 30 Jun 2020 A$ | |
Option premium reserve | | | 10(b) | | | 169,443 | | | 153,750 |
Share-based payments reserve | | | 10(c) | | | 911,141 | | | 993,483 |
Foreign currency translation reserve | | | 10(g) | | | 10,867 | | | 44,433 |
| | | | 1,091,451 | | | 1,191,666 |
(a) | Nature and purpose of reserves |
(i) | Option premium reserve |
(ii) | Share-based payments reserve |
(iii) | Foreign currency translation reserve |
(b) | Movements in option premium reserve |
| | Number of Listed Options | | | A$ | |
1 December 2020 | | | | | ||
Opening balance at 1 July 2020 | | | 15,448,351 | | | 153,750 |
Expiry of listed options | | | (15,448,351) | | | — |
Issue of listed options | | | 15,693,334 | | | 15,693 |
Closing balance at 1 December 2020 | | | 15,693,334 | | | 169,443 |
| | | | |||
30 June 2020 | | | | | ||
Opening balance at 1 July 2019 | | | 15,448,351 | | | 153,750 |
Closing balance at 30 June 2020 | | | 15,448,351 | | | 153,750 |
(c) | Movements in share-based payments reserve |
| | Number of Incentive Options | | | Number of Performance Rights | | | A$ | |
1 December 2020 | | | | | | | |||
Opening balance at 1 July 2020 | | | 11,000,000 | | | 3,000,000 | | | 993,483 |
Issue of unlisted placement options | | | 5,000,000 | | | — | | | 871,500 |
Expiry of unlisted options | | | (11,000,000) | | | — | | | (953,700) |
Conversion of performance rights | | | — | | | (1,000,000) | | | (87,600) |
Share-based payment expense | | | — | | | — | | | 87,458 |
Closing balance at 1 December 2020 | | | 5,000,000 | | | 2,000,000 | | | 911,141 |
| | | | | | ||||
30 June 2020 | | | | | | | |||
Opening balance at 1 July 2019 | | | 11,000,000 | | | — | | | 953,700 |
Issue of performance rights | | | — | | | 4,500,000 | | | — |
Lapse of performance rights | | | — | | | (1,500,000) | | | — |
Share-based payment expense | | | — | | | — | | | 39,783 |
Closing balance at 30 June 2020 | | | 11,000,000 | | | 3,000,000 | | | 993,483 |
(1) | For details on the valuation of Unlisted Options and Performance Rights, including models and assumptions used, refer to Note 16 of the financial statements. |
(d) | Terms and conditions of Listed Options |
• | Each Listed Option entitles the holder to the right to subscribe for one Share upon the exercise of each Listed Option; |
• | The Listed Options outstanding at the end of the financial period have the following exercise prices and expiry dates: |
○ | 15,693,334 Listed Options exercisable at A$0.20 each on or before August 31, 2021; |
• | The Listed Options are exercisable at any time prior to the Expiry Date; |
• | Shares issued on exercise of the Listed Options rank equally with the then Shares of the Company; |
• | Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Listed Options; |
• | If there is any reconstruction of the issued share capital of the Company, the rights of the Listed Options holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction; and |
• | The Listed Options are quoted on ASX. |
(e) | Terms and conditions of Unlisted Options |
• | Each Unlisted Option entitles the holder to the right to subscribe for one Share upon the exercise of each Unlisted Option; |
• | The Unlisted Options granted as share based payments at the end of the financial period have the following exercise prices and expiry dates: |
○ | 5,000,000 Unlisted Options exercisable at A$0.20 each on or before December 31, 2023. |
• | The Unlisted Options are exercisable at any time prior to the Expiry Date, subject to vesting conditions being satisfied (if applicable); |
• | Shares issued on exercise of the Unlisted Options rank equally with the then Shares of the Company; |
• | Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Unlisted Options; |
• | If there is any reconstruction of the issued share capital of the Company, the rights of the Unlisted Option holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction; and |
• | No application for quotation of the Unlisted Options will be made by the Company. |
(f) | Terms and conditions of Performance Rights |
• | Each Performance Right automatically converts into one Share upon vesting of the Performance Right; |
• | Each Performance Right is subject to performance conditions (as determined by the Board from time to time) which must be satisfied in order for the Performance Right to vest; |
• | The Performance Rights outstanding at the end of the financial period have the following performance conditions and expiry dates: |
○ | 1,000,000 performance rights that vest upon a 20-day VWAP of A$0.40 per share, expiring 24 November 2022; and |
○ | 1,000,000 performance rights that vest upon a 20-day VWAP of A$0.55 per share, expiring 24 November 2022; |
• | Application will be made by the Company to ASX for official quotation of the Shares issued upon conversion of the Performance Rights; |
• | If there is any reconstruction of the issued share capital of the Company, the rights of the Performance Right holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction; |
• | No application for quotation of the Performance Rights will be made by the Company; and |
• | Without approval of the Board, Performance Rights may not be transferred, assigned or novated, except, upon death, a participant's legal personal representative may elect to be registered as the new holder of such Performance Rights and exercise any rights in respect of them. |
(g) | Movements in foreign currency translation reserve |
| | 1 Dec 2020 A$ | | | 30 Jun 2020 A$ | |
Balance at start of period | | | 44,433 | | | 34,985 |
Exchange differences arising on translation of foreign operations | | | (33,566) | | | 9,448 |
Balance at end of period | | | 10,867 | | | 44,433 |
11. | ACCUMULATED LOSSES |
| | 1 Dec 2020 A$ | | | 30 Jun 2020 A$ | |
Balance at start of period (restated) | | | (3,628,893) | | | (2,759,996) |
Net loss for the period (restated) | | | (1,042,041) | | | (868,897) |
Expiry of options | | | 953,700 | | | — |
Balance at end of period (restated) | | | (3,717,234) | | | (3,628,893) |
12. | LOSS PER SHARE |
| | 1 Dec 2020 A$ | | | 30 Jun 2020 A$ | |
Basic loss per share | | | (0.03) | | | (0.03) |
Diluted loss per share | | | (0.03) | | | (0.03) |
| | 1 Dec 2020 A$ | | | 30 Jun 2020 A$ | |
Net loss | | | (1,042,041) | | | (868,897) |
| | 1 Dec 2020 A$ | | | 30 Jun 2020 A$ | |
Loss used in calculating basic and dilutive loss per share | | | (1,042,041) | | | (868,897) |
| | Number of Ordinary Shares 1 Dec 2020 | | | Number of Ordinary Shares 30 Jun 2020 | |
Weighted average number of Ordinary Shares used in calculating basic and dilutive loss per share | | | 31,737,316 | | | 31,340,238 |
(a) | Non-Dilutive Securities |
(b) | Conversions, Calls, Subscriptions or Issues after 1 December 2020 |
(a) | 29,150,000 ordinary shares, 5,000,000 unlisted options, 8,000,000 performance options and 39,600,000 performance shares in the Company in regards to the acquisition of the Titan Project; |
(b) | 12,150,000 ordinary shares pursuant to a share placement to institutional and sophisticated investors in February 2021; |
(c) | 20,000,000 ordinary shares pursuant to a share placement to institutional, sophisticated and professional investors in August 2021; |
(d) | 15,675,824 ordinary shares pursuant to the exercise of listed options; |
(e) | 2,750,000 ordinary shares pursuant to the exercise of unlisted options; |
(f) | 2,000,000 ordinary shares pursuant to the conversion of performance rights; |
(g) | 9,150,000 unlisted options and 16,325,000 performance rights to employees and consultants; |
(h) | 600,000 restricted stock units to new Directors of the Company; and |
(i) | 600,000 unlisted options to new Directors of the Company. |
13. | RELATED PARTIES |
(a) | Subsidiaries |
| | Country of Incorporation | | | Equity Interest % | ||||
| | 1 Dec 2020 | | | 30 Jun 2020 | ||||
Calatos Pty Ltd LLC | | | United States | | | 100% | | | 100% |
(b) | Ultimate Parent |
(c) | Transactions with Key Management Personnel |
| | 1 Dec 2020 A$ | | | 30 Jun 2020 A$ | |
Short-term employee benefits | | | 82,075 | | | 202,154 |
Post-employment benefits | | | 7,125 | | | 19,205 |
Share-based payments | | | 87,458 | | | 39,784 |
Total compensation | | | 176,658 | | | 261,143 |
(d) | Other transactions with Related Parties |
14. | PARENT ENTITY DISCLOSURES |
| | 1 Dec 2020 A$ | | | 30 Jun 2020 A$ | |
(a) Financial Position | | | | | ||
Assets | | | | | ||
Current Assets | | | 3,187,110 | | | 1,716,500 |
Non-Current Assets | | | — | | | 518,453 |
Total Assets | | | 3,187,110 | | | 2,235,043 |
Liabilities | | | | | ||
Current Liabilities | | | (139,075) | | | (94,562) |
Total Liabilities | | | (139,075) | | | (94,562) |
Equity | | | | | ||
Contributed equity | | | 5,673,818 | | | 4,577,708 |
Reserves | | | 1,080,584 | | | 1,147,233 |
Accumulated losses | | | (3,706,369) | | | (3,584,460) |
Total Equity | | | 3,048,035 | | | 2,140,481 |
| | | | |||
(b) Financial Performance | | | | | ||
Loss for the period | | | (1,075,609) | | | (746,119) |
Other comprehensive loss | | | — | | | — |
Total comprehensive loss | | | (1,075,609) | | | (746,119) |
(c) | Other |
15. | SHARE-BASED PAYMENTS |
(a) | Recognised share-based payment expense |
| | 1 Dec 2020 A$30 | | | Jun 2020 A$ | |
Expense arising from equity-settled share-based payment transactions | | | (87,458) | | | (39,783) |
(b) | Summary of Unlisted Options and Performance Rights granted as share-based payments |
| | 1 Dec 2020 Number | | | 1 Dec 2020 WAEP | | | 30 Jun 2020 Number | | | 30 Jun 2020 WAEP | |
Outstanding at beginning of period | | | 14,000,000 | | | A$0.24 | | | 11,000,000 | | | A$0.30 |
Lapsed during the period | | | (11,000,000) | | | — | | | — | | | — |
Performance rights converted during the period | | | (1,000,000) | | | — | | | — | | | — |
Unlisted options granted during the period | | | 5,000,000 | | | A$0.20 | | | — | | | — |
Performance rights granted during the period | | | — | | | — | | | 4,000,000 | | | — |
Performance rights forfeited during the period | | | — | | | — | | | (1,500,000) | | | — |
Outstanding at end of period | | | 7,000,000 | | | A$0.14 | | | 14,000,000 | | | A$0.24 |
| | Security Type | | | Number | | | Grant Date | | | Expiry Date | | | Exercise Price A$ | | | Fair Value A$ | |
1 December 2020 | | | | | | | | | | | | | ||||||
Series 1 | | | Options | | | 5,000,000 | | | 01-Dec-20 | | | 31-Dec-23 | | | $0.20 | | | $0.174 |
| | | | | | | | | | | | |||||||
30 June 2020 | | | | | | | | | | | | | ||||||
Series 2 | | | Rights | | | 1,000,000 | | | 25-Nov-19 | | | 25-Nov-22 | | | — | | | $0.0876 |
Series 3 | | | Rights | | | 1,000,000 | | | 25-Nov-19 | | | 25-Nov-22 | | | — | | | $0.0657 |
Series 4 | | | Rights | | | 1,000,000 | | | 25-Nov-19 | | | 25-Nov-22 | | | — | | | $0.0513 |
(c) | Weighted Average Remaining Contractual Life |
(d) | Range of Exercise Prices |
(e) | Weighted Average Share Price of Exercised Options |
(f) | Weighted Average Fair Value |
(g) | Option and Right Pricing Models |
| | 1 December 2020 | | | 30 June 2020 | |||||||
| | Series 1 | | | Series 2 | | | Series 3 | | | Series 4 | |
Fair value at grant date | | | A$0.174 | | | A$0.0876 | | | A$0.0657 | | | A$0.0513 |
Share price at grant date | | | A$0.26 | | | A$0.12 | | | A$0.12 | | | A$0.12 |
Vesting hurdle (20-day VWAP) | | | N/A | | | A$0.25 | | | A$0.40 | | | A$0.55 |
Exercise price | | | A$0.20 | | | A$0.00001 | | | A$0.00001 | | | A$0.00001 |
Expected life of options/rights1 | | | 3.1 years | | | 3.0 years | | | 3.0 years | | | 3.0 years |
Risk-free interest rate | | | 0.10% | | | 0.74% | | | 0.74% | | | 0.74% |
Expected volatility2 | | | 100% | | | 76% | | | 76% | | | 76% |
Expected dividend yield3 | | | — | | | — | | | — | | | — |
(1) | The expected life is based on the expiry date of the options or rights. |
(2) | The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome. |
(3) | The dividend yield reflects the assumption that the current dividend payout will remain unchanged. |
16. | SEGMENT INFORMATION |
(a) | Reconciliation of non-current assets by geographical location |
| | 1 Dec 2020 | | | 30 Jun 2020 | |
| | A$ | | | A$ | |
United States of America | | | — | | | 487,742 |
| | — | | | 487,742 |
17. | FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES |
(a) | Overview |
(b) | Credit Risk |
| | Note | | | 1 Dec 2020 A$ | | | 30 Jun 2020 A$ | |
Cash and cash equivalents | | | 5 | | | 2,717,623 | | | 1,649,187 |
Trade and other receivables | | | | | 19,605 | | | 42,438 | |
Loan to Hyperion Metals (Australia) Pty Ltd | | | | | 449,879 | | | — | |
| | | | 3,187,107 | | | 1,691,625 |
(c) | Liquidity Risk |
| | ≤1 year A$ | | | 1-5 years A$ | | | ≥5 years A$ | | | Total A$ | |
1 December 2020 | | | | | | | | | ||||
Financial liabilities | | | | | | | | | ||||
Trade and other payables | | | 139,075 | | | — | | | — | | | 139,075 |
| | 139,075 | | | — | | | — | | | 139,075 | |
| | | | | | | | |||||
30 June 2020 | | | | | | | | | ||||
Financial liabilities | | | | | | | | | ||||
Trade and other payables | | | 68,602 | | | — | | | — | | | 68,602 |
Lease liabilities | | | 25,960 | | | — | | | — | | | 25,960 |
| | 94,562 | | | — | | | — | | | 94,562 |
(d) | Interest Rate Risk |
| | Note | | | 1 Dec 2020 A$ | | | 30 Jun 2020 A$ | |
Interest-bearing financial instruments | | | | | | | |||
Cash at bank and on hand | | | 5 | | | 2,717,623 | | | 1,623,235 |
Short term deposits | | | | | — | | | 25,952 | |
| | | | 2,717,623 | | | 1,649,187 |
(d) | Interest Rate Risk (Continued) |
| | Profit or loss | | | Equity | |||||||
| | +0.5% A$ | | | —0.5% A$ | | | +0.5% A$ | | | —0.5% A$ | |
1 December 2020 | | | | | | | | | ||||
Cash and cash equivalents | | | 13,588 | | | (13,588) | | | 13,588 | | | (13,588) |
(e) | Foreign Currency Risk |
(f) | Commodity Price Risk |
(g) | Capital Management |
(h) | Fair Value |
18. | EVENTS SUBSEQUENT TO BALANCE DATE |
(a) | On 1 December 2020, the Company completed the acquisition of Hyperion Metals (Australia) Pty Ltd (“HMAPL”) which holds a 100% interest in the Titan Project comprising titanium and zircon prospective HMS properties in Tennessee, United States. The acquisition was accounted for as a reverse acquisition with HMAPL deemed to be the accounting acquirer; |
(b) | On 20 January 2021, the Company announced the appointment of Mr. Todd Hannigan as Non-Executive Chairman of the Company, in conjunction with Mr. Hannigan participating in a placement by the Company to raise A$3.6 million; |
(c) | On 1 February 2021, the Company announced that it had completed its previously announced placement of 12,150,000 shares to institutional and sophisticated investors to raise gross proceeds of A$3.6 million; |
(d) | On 15 February 2021, the Company announced that it had signed a research agreement and option for exclusive licence to develop titanium metal powders using the breakthrough HAMR technology invented by Dr. Z. Zak Fang and his team at the University of Utah with funding from ARPA-E, with Boeing and Arconic (formerly Alcoa, Inc.) as industrial partners; |
(e) | On 18 February 2021, the Company announced that experienced U.S. based resource company executive, Mr. Taso Arima, has been appointed Managing Director of the Company, effective from March 1, 2021; |
(f) | On 14 April 2021, the Company changed its name from ‘Tao Commodities Limited’ to ‘Hyperion Metals Limited’; |
(g) | On 12 July 2021, the Company announced that PricewaterhouseCoopers was appointed as auditor of the Company following the resignation of BDO Audit (WA) Pty Ltd and ASIC’s consent to the resignation in accordance with section 329(5) of the Corporations Act 2001; |
(h) | On 22 July 2021, the Company announced the execution of a memorandum of understanding (“MOU”) for a technology partnership with EOS GmbH (“EOS”), the world’s leading solution supplier in the field of industrial 3D printing (known as additive manufacturing, or AM) of metals and plastics; |
(i) | On 31 August 2021, the Company completed a placement of 20 million shares at an issue price of A$1.20 per share to institutional, sophisticated and professional investors to raise gross proceeds of A$24.0 million (US$17.6 million) (“Placement”). The Placement was led by cornerstone investor, Fidelity Management & Research Company, an American multinational financial services corporation; |
(j) | On October 21, 2021, the Company announced that it had purchased an option to acquire 100% of the ownership interests of Blacksand Technology, LLC on or before December 31, 2022. Blacksand holds the exclusive commercial licensing rights for more than forty global patents through a license agreement with the University of Utah including the global patents for the patented HAMR and GSD technologies that can produce low cost and low carbon titanium metal; |
(k) | On December 6, 2021, the Company announced that it had signed a memorandum of understanding with Chemours to investigate the potential supply to Chemours of up to 50,000 metric tons of ilmenite, 10,000 metric tons of rutile, and 10,000 metric tons of staurolite. Chemours operates one of the largest titanium dioxide plants at its New Johnsonville plant which is located approximately 20 miles from the Company’s Titan Project in Tennessee; and |
(l) | On January 6, 2022, the Company announced that it plans to pursue a listing on a national securities exchange in the United States and will change its name to ‘IperionX Limited’; |
(m) | On February 9, 2022, the Company changed its name from ‘Hyperion Metals Limited’ to ‘IperionX Limited’; and |
(n) | The impact of the Coronavirus (COVID-19) pandemic is ongoing and while it has not significantly impacted the Company up to 1 December 2020, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian, United States and other governments, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided. |
• | the operations, in financial years subsequent to 1 December 2020, of the Group; |
• | the results of those operations, in financial years subsequent to 1 December 2020, of the Group; or |
• | the state of affairs, in financial years subsequent to 1 December 2020, of the Group. |
FINANCIAL STATEMENTS |
FINANCIAL STATEMENTS |
EXHIBITS. |
Exhibit Number | | | Description |
| | Certificate of the Registration of IperionX Limited (formerly Hyperion Metals Limited) | |
| | Constitution of IperionX Limited (formerly Hyperion Metals Limited) | |
| | Form of Deposit Agreement among IperionX Limited, The Bank of New York Mellon, and Owners and Holders of American Depositary Shares | |
| | Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 2.1) | |
| | Option Agreement by and among Hyperion Materials & Technologies, LLC, IperionX Limited (formerly Hyperion Metals Limited) and Blacksand Technology, LLC and its members, dated October 20, 2021 | |
| | Option of Exclusive License Agreement between Hyperion Materials & Technologies, LLC and Blacksand Technology, LLC, dated February 13, 2021 | |
| | Master Services Agreement between Blacksand Technology, LLC and Hyperion Materials & Technologies, LLC, dated February 13, 2021, and related statements of work | |
| | IperionX Limited (formerly Hyperion Metals Limited) Employee Incentive Plan | |
| | Form of Indemnity, Insurance and Access for Directors | |
| | List of Subsidiaries of IperionX Limited | |
| | Consent of PricewaterhouseCoopers |
* | Previously filed. |
+ | Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. |
| | By: | | | /s/ Anastasios Arima | |
| | | | Anastasios Arima | ||
| | | | Chief Executive Officer and Managing Director |
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form 20-F of IPERIONX LIMITED of our report dated 17 February 2022 relating to the consolidated financial statements of IperionX Limited (formerly Hyperion Metals Limited and Tao Commodities Limited), which appears in this Registration Statement.
We also hereby consent to the use in this Registration Statement on Form 20-F of IPERIONX LIMITED of our report dated 17 February 2022, except for Note 1(x) which is dated 29 March 2022, relating to the consolidated financial statements of IperionX Limited (formerly Hyperion Metals Limited and Tao Commodities Limited), which appears in this Registration Statement.
We also consent to the references to us under the headings “Statement by Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers
Perth, Australia
24 May 2022
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