IREN Limited (NASDAQ:IREN) ("IREN") today announced its intention to commence a registered direct offering of ordinary shares (the "Offering") to a limited number of purchasers. The Offering is being made pursuant to the Securities Act of 1933, as amended (the "Securities Act"). The aggregate gross proceeds from the Offering are expected to approximate the aggregate cash consideration payable in connection with the Repurchase. In conjunction with any Repurchase of the Existing 2029 Convertible Notes (initial conversion price of $13.64) and Existing 2030 Convertible Notes (initial conversion price of $16.81), the principal amount of debt outstanding under the Existing Convertible Notes will be reduced accordingly and will be extinguished and, accordingly, will no longer be convertible into IREN's ordinary shares, prior to maturity or otherwise.  The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed, if at all, or as to the actual size or terms of the Offering.

Concurrently with the pricing of the Offering, IREN expects to enter into one or more separate, privately negotiated transactions with a limited number of holders of IREN's outstanding 3.25% convertible senior notes due 2030 with an initial conversion price of approximately $16.81 per ordinary share (the "Existing 2030 Convertible Notes") and 3.50% convertible senior notes due 2029 with an initial conversion price of approximately $13.64 per ordinary share (the "Existing 2029 Convertible Notes" and, together with the Existing 2030 Convertible Notes, the "Existing Convertible Notes") to repurchase a portion of the Existing 2030 Convertible Notes and a portion of the Existing 2029 Convertible Notes for cash and in an aggregate amount expected to approximate the size of the Offering (the "Repurchase"), in each case, subject to market and other conditions. The terms of each Repurchase will depend on a variety of factors, including the market price of IREN's ordinary shares and the trading price of the Existing Convertible Notes at the time of such Repurchase, and the Repurchase will be subject to closing conditions that may not be satisfied. No assurance can be given as to how many, if any, of the Existing Convertible Notes will be repurchased or the terms on which they will be repurchased. In addition, following the completion of the Offering, IREN may repurchase additional Existing Convertible Notes.

IREN also announced today its intention to offer, in a separate, private offering to persons reasonably believed to be qualified institutional buyers, subject to market and other conditions, $1 billion aggregate principal amount of convertible senior notes due 2032 (the "2032 Notes") and $1 billion aggregate principal amount of convertible senior notes due 2033 (the "2033 Notes" and, together with the 2032 Notes, the "Concurrent Notes"), plus up to an additional $150 million aggregate principal amount of 2032 Notes and up to an additional $150 million aggregate principal amount of 2033 Notes that the initial purchasers of the concurrent offering have the options to purchase from IREN (the "Concurrent Offering").