IREN Ltd
For the period ended Jun 30, 2025. Filed Aug 28, 2025.
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FY2025 · Filed Aug 28, 2025
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Item 9B. Other Information
On August 28, 2025, the Company amended and restated the Sales Agreement (the “A&R Sales Agreement”) with the Sales Agents and J.P. Morgan Securities LLC (collectively, the “A&R Sales Agents”), pursuant to which the Company may issue and sell its Ordinary shares from time to time through or to the A&R Sales Agents in an amount not to exceed the lesser of the amount registered on an effective registration statement and for which the Company had filed a prospectus, and the amount authorized from time to time to be issued and sold under the A&R Sales Agreement by the Board. As a result, the Company may increase the amount of its Ordinary shares that may be sold from time to time pursuant to the A&R Sales Agreement in accordance with the terms of the A&R Sales Agreement. As of August 15, 2025, we had issued 57,542,602 Ordinary shares under the A&R Sales Agreement at varying prices generating an aggregate of $635.1 million in gross proceeds, and we had an additional $364.9 million remaining available for sale under our prospectus supplement relating to the A&R Sales Agreement and related registration statement.
Each time the Company wishes to issue and sell Ordinary shares under the A&R Sales Agreement, it will notify an A&R Sales Agent of the number of Ordinary shares to be sold, the time period during which such sales are requested to be made, any limitation on the number of Ordinary shares to be sold in any one day and any minimum price below which sales may not be made. Once the Company has so instructed such A&R Sales Agent, unless the A&R Sales Agent declines in writing to accept the terms of such notice, such A&R Sales Agent has agreed to use commercially reasonable efforts consistent with its normal trading and sales practices to sell such Ordinary shares up to the amount specified on such terms. The Company has no obligation to sell any Ordinary shares under the A&R Sales Agreement. The obligations of the A&R Sales Agents under the A&R Sales Agreement to sell the Company’s Ordinary shares are subject to a number of conditions that the Company must meet. Sales of the Company’s Ordinary shares, if any, under the prospectus supplement and the base prospectus will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act.
The Company or the A&R Sales Agents may suspend or terminate the offering upon notice to the other parties and subject to other conditions.
The Company will pay the A&R Sales Agents a commission up to 3.0% of the aggregate gross proceeds the Company receives from each sale of its Ordinary shares. The Company has also agreed to provide the A&R Sales Agents with customary indemnification and contribution rights.
A copy of the A&R Sales Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the A&R Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. The Ordinary shares to be sold thereunder are registered pursuant to the registration statement and the base prospectus contained therein, and offerings for the Ordinary shares will be made only by means of the prospectus supplement. This Annual Report shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
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