We previously entered into an At Market Issuance Sales Agreement, dated September 13, ‎‎2023, with B. Riley Securities, Inc. (“B. Riley Securities”), Cantor ‎Fitzgerald & Co. (“Cantor”) and Compass Point Research & Trading, LLC (“Compass Point”), to which Canaccord Genuity LLC (“Canaccord”), Citigroup Global Markets Inc. (“Citigroup”) and Macquarie Capital (USA) Inc. (“Macquarie Capital”) were joined on March 21, 2024 (each of B. Riley Securities, ‎Cantor, Compass Point, Canaccord, Citigroup and Macquarie Capital individually a “sales agent” and collectively, the “sales agents”), relating to the sale of our ordinary shares, with no par value (such agreement, the “sales agreement”). This prospectus supplement, together with the accompanying prospectus, relates to our ordinary shares that may be offered and sold under the sales agreement. On September 26, 2023, we filed a prospectus supplement relating to the offer and sale of our ordinary shares under the sales agreement having an aggregate offering price of up to $300,000,000. This prospectus supplement replaces and supersedes the previously filed prospectus supplement dated September 26, 2023 in its entirety, and reflects an increase of $200,000,000 in the aggregate offering price from an aggregate of up to $300,000,000 under the previously filed prospectus supplement to an aggregate of up to $500,000,000 under this prospectus supplement. As a result, in accordance with the terms of the sales ‎agreement, under the prospectus supplement we may offer and sell our ordinary shares having an aggregate offering price of up to $500,000,000 from time to time through or to the sales agents, as agent or principal, of which $261,471,363 have been sold as of March 15, 2024.

Sales of our ordinary shares, if any, under this prospectus supplement will be made by any method permitted that is ‎deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the ‎‎“Securities Act”). Subject to the terms of the sales agreement, the sales agents are not required to sell any specific ‎amount, but will act as our sales agents using commercially reasonable efforts consistent with their normal trading ‎and sales practices. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.‎

The sales agents will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price of any ‎ordinary shares sold under the sales agreement. In connection with the sale of ordinary shares on our behalf, each ‎sales agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of ‎the sales agents will be deemed to be underwriting commissions or discounts. We have also agreed to provide ‎indemnification and contribution to the sales agents with respect to certain liabilities, including civil liabilities under ‎the Securities Act. See “Plan of Distribution” beginning on page S-29 for additional information regarding the ‎compensation to be paid to the sales agents.‎

Our ordinary shares are listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “IREN”. On ‎March 20, 2024, the last reported sale price of our ordinary shares was $5.67 per share.‎

Investing in our securities involves a high degree of risk. See the “Risk Factors” section beginning on page S-11 ‎of this prospectus supplement and any risk factors in our Securities and Exchange Commission (“SEC”) filings ‎that are incorporated by reference in this prospectus supplement.‎

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms ‎of this offering. The second part is the accompanying prospectus, which is part of a registration statement that we ‎filed with the SEC using a “shelf” registration process. The accompanying prospectus provides you with a general ‎description of the securities that may be offered by us, some of which may not apply to this offering. This ‎prospectus supplement and the information incorporated by reference in this prospectus supplement replaces and supersedes the previously filed prospectus supplement dated September 26, 2023 in its entirety. This prospectus supplement adds to, updates and, where applicable, modifies information contained or incorporated by reference in the accompanying prospectus.

Before buying any of the securities that we are offering, you should carefully read both this prospectus supplement ‎and the accompanying prospectus with all of the information incorporated by reference in this prospectus ‎supplement, as well as the additional information described under the heading “Where You Can Find Additional ‎Information” and “Information Incorporated by Reference.” These documents contain important information that ‎you should consider when making your investment decision. We have filed or incorporated by reference exhibits to ‎the registration statement of which this prospectus supplement forms a part. You should read the exhibits carefully ‎for provisions that may be important to you.‎

To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, ‎and the information contained in the accompanying prospectus or in any document incorporated by reference in ‎this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement, ‎provided that if any statement in one of these documents is inconsistent with a statement in another document ‎having a later date-for example, a document incorporated by reference in this prospectus supplement-the statement ‎in the document having the later date modifies or supersedes the earlier statement.‎

The information contained in this prospectus supplement, the accompanying prospectus or any document ‎incorporated by reference in this prospectus supplement is accurate only as of their respective dates, regardless of ‎the time of delivery of this prospectus, the accompanying prospectus or the documents incorporated by reference in ‎this prospectus or in the accompanying prospectus or the sale of any securities. Our business, financial condition, ‎results of operations and prospects may have changed materially since those dates.‎

Neither we nor the sales agents have authorized anyone to provide you with information that is different from that ‎contained in this prospectus supplement, the accompanying prospectus, or any free writing prospectus we may ‎authorize to be delivered or made available to you. Neither we nor the sales agents take responsibility for, or provide ‎assurance as to the reliability of, any other information that others may give you. This prospectus supplement does ‎not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described ‎in this prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any ‎circumstances in which such offer or solicitation is unlawful.‎

For investors outside the United States: Neither we nor the sales agents have taken any action that would permit the ‎offering or possession or distribution of this prospectus supplement in any jurisdiction where action for that purpose ‎is required, other than in the United States. Persons outside the United States who come into possession of this ‎prospectus supplement must inform themselves about, and observe any restrictions relating to, the offering of the ‎securities described herein and the distribution of this prospectus supplement outside the United States.‎

Unless otherwise indicated or the context otherwise requires, all references in this prospectus supplement to “IREN,” the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to Iris Energy Limited (d/b/a IREN) and its subsidiaries.

We have unregistered trademarks and services marks, and registered website domains, company and business names that we use in connection with the operation of ‎our business. These include, among others, Iris Energy, IREN and www.iren.com. Other trademarks, service marks, and trade names referenced in this prospectus supplement are, to our knowledge, the ‎property of their respective owners.

All references to “U.S. dollars,” “dollars,” “$,” “USD” or “US$” are to the U.S. dollar. All references to “Australian ‎dollars,” “AUD” or “A$” are to the Australian dollar, the official currency of Australia. All references to “Canadian ‎dollars,” “CAD” or “C$” are to the Canadian dollar, the official currency of Canada. All references to “IFRS” are to ‎International Financial Reporting Standards, as issued by the International Accounting Standards Board, or the ‎IASB. References to a particular “fiscal year” are to IREN’s fiscal year ended June 30 of that year.‎

Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain ‎monetary amounts, percentages and other figures included in this prospectus supplement have been subject to ‎rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation ‎of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as ‎applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.‎

This prospectus supplement includes market, economic, and industry data as well as certain statistics and ‎information relating to our business, markets, and other industry data, which we obtained or extrapolated from ‎various third-party industry and research sources, as well as assumptions that we have made that are based on ‎those data and other similar sources. Industry publications and other third-party surveys and forecasts generally ‎state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. While we believe that such data is reliable, we ‎have not independently verified such data and cannot guarantee the accuracy or completeness thereof. ‎Additionally, we cannot assure you that any of the assumptions underlying these statements are accurate or ‎correctly reflect our position in the industry, and not all of our internal estimates have been verified by any ‎independent sources. Furthermore, we cannot assure you that a third-party using different methods to assemble, ‎analyze, or compute market data would obtain the same results. There is no precise definition for what constitutes ‎the Bitcoin mining market, the HPC solutions market or any other market or industry referenced in this prospectus ‎supplement. We do not intend, and do not assume any obligations, to update industry or market data set forth in ‎this prospectus supplement. Finally, behavior, preferences, and trends in the marketplace tend to change. As a ‎result, investors and prospective investors should be aware that data in this prospectus supplement and estimates ‎based on such data may not be reliable indicators of future results.‎

References to “market share” and “market leader” are based on global revenues in the referenced market, and ‎unless otherwise specified herein, are based on certain of the materials referenced above.‎

Throughout this prospectus supplement, we use a number of industry terms and concepts which are defined as ‎follows:‎

In order to raise additional capital, we may in the future offer additional ordinary shares or other securities ‎convertible into or exchangeable for ordinary shares. We cannot assure you that we will be able to sell ordinary ‎shares or other securities in any other offering at a price per ordinary share that is equal to or greater than the price ‎per ordinary share paid by investors in this offering, and investors purchasing ordinary shares or other securities in ‎the future could have rights superior to existing shareholders. The price per ordinary share at which we sell ‎additional ordinary shares or other securities convertible into or exchangeable for ordinary shares in future ‎transactions may be higher or lower than the price per ordinary share in this offering.‎

Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to ‎deliver a placement notice to the sales agents at any time throughout the term of the sales agreement. The number ‎of ordinary shares that are sold by the sales agents after we deliver a placement notice will fluctuate based on the ‎market price of our ordinary shares during the sales period and limits we set in the placement notice. Because the ‎price per share sold will fluctuate based on the market price of our ordinary shares during the sales period, it is not ‎possible to predict the number of ordinary shares that will be ultimately sold or the resulting gross proceeds.‎

Investors who purchase our ordinary shares in this offering at different times will likely pay different prices, and so ‎may experience different outcomes in their investment results. We will have discretion, subject to market demand, ‎to vary the timing, prices and numbers of ordinary shares sold, and subject to certain limitations in the sales ‎agreement, there is no minimum or maximum sales price. For example, since September 26, 2023 through to March 15, 2024, we have sold 49,621,433 ordinary shares under the sales agreement at varying prices generating an aggregate of $261,471,363 of gross proceeds. Investors may experience a decline in the value of their ‎ordinary shares and dilution as a result of sales made at prices lower than the prices they paid.‎

In order to raise additional capital, we may in the future offer additional ordinary shares or other securities ‎convertible into or exchangeable for our ordinary shares at prices that may not be the same as the price per share in ‎this offering. ‎Additionally, the sale of a substantial number of ordinary shares pursuant to this offering, or the anticipation of ‎such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at ‎a price that we might otherwise wish to effect sales. For example, since September 26, 2023 through to March 15, 2024, we have sold 49,621,433 ordinary shares under the sales agreement at varying prices generating an aggregate of $261,471,363 of gross proceeds. We may sell shares or other securities in any other offering at a ‎price per share that is less than the price per share ‎paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights ‎superior to existing shareholders. The price per share at which we sell additional ordinary shares, or securities ‎convertible or exchangeable into our ordinary shares, in future transactions may be higher or lower than the price ‎per share paid by investors in this offering.‎

We currently intend to use the net proceeds from this offering as described in “Use of Proceeds.” However, our ‎board of directors and our management retains broad discretion in the application of the net proceeds from this ‎offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value ‎of our ordinary shares. Our failure to apply these funds effectively could result in financial losses, which could have ‎a material adverse effect on our business, results of operations, financial condition and prospects.‎

Broad market and industry factors may adversely affect the market price of our ordinary shares, regardless of our ‎actual operating performance. Further, a decline in the financial markets and related factors beyond our control ‎may cause the price of our ordinary shares to decline rapidly and unexpectedly.‎

Due to the new and evolving nature of digital assets and the absence of comprehensive legal guidance with respect ‎to digital asset products and transactions, many significant aspects of the U.S. federal income and foreign tax ‎treatment of transactions involving digital assets are uncertain, and it is unclear what guidance may be issued in the ‎future on the treatment of digital asset transactions for U.S. federal income and foreign tax purposes.

In 2014, the U.S. Internal Revenue Service (the “IRS”) released a notice, or “IRS Notice,” discussing certain aspects of “convertible virtual currency” (that ‎is, digital currency that has an equivalent value in fiat currency or that acts as a substitute for fiat currency) for U.S. ‎federal income tax purposes and, in particular, stating that such digital currency (i) is “property”; (ii) is not ‎‎“currency” for purposes of the rules relating to foreign currency gain or loss and (iii) may be held as a capital asset. ‎The IRS has subsequently released two revenue rulings and a set of “Frequently Asked Questions,” or the “Rulings ‎& FAQs,” that provide some additional guidance, including guidance to the effect that, under certain circumstances, ‎hard forks of digital currencies are taxable events giving rise to ordinary income, guidance with respect to the ‎determination of the tax basis of digital currency and guidance that rewards from staking will constitute current ‎taxable income. However, the IRS Notice and the Rulings & FAQs do not address other significant aspects of the ‎U.S. federal income tax treatment of digital assets and related transactions.‎

There can be no assurance that the IRS or other foreign tax authorities will not alter their existing positions with ‎respect to digital assets in the future or that a court would uphold the treatment set forth in the IRS Notice and the ‎Rulings & FAQs. It is also unclear what additional guidance may be issued in the future on the treatment of existing ‎digital asset transactions and future digital asset innovations for purposes of U.S. federal income tax or other ‎foreign tax regulations. Any such alteration of existing IRS and other foreign tax authority positions or additional ‎guidance regarding digital asset products and transactions could result in adverse tax consequences for our business ‎and could have an adverse effect on the value of digital assets and the broader digital asset markets. In addition, ‎the IRS and other foreign tax authorities may disagree with tax positions that we have taken, which could result in ‎increased tax liabilities. Future technological and operational developments that may arise with respect to digital ‎assets may increase the uncertainty with respect to the treatment of digital assets for U.S. federal income and ‎foreign tax purposes. The uncertainty regarding tax treatment of digital asset transactions could impact our ‎business, both domestically and abroad. Moreover, it is likely that new rules for reporting digital assets under the ‎‎“crypto-asset reporting framework” will be implemented on our international operations, creating new obligations ‎and a need to invest in new onboarding and reporting infrastructure. The U.S. Treasury Department and the IRS ‎also recently released proposed regulations that would create new reporting requirements for digital assets, which ‎may impose new requirements on us.‎

The Canadian government has modified its value added tax legislation specifically in relation to Canadian entities that are involved in Bitcoin-related activities and their associated suppliers. These legislative changes have the ability to eliminate the recovery of value added tax in Canada on inputs to our business. Any such unrecoverable value added tax may act to increase the cost of all inputs to our business in Canada including electricity, capital equipment, services and intellectual property acquired by our subsidiaries that operate in Canada. We are currently evaluating the application of this legislative change to IREN. We are currently subject to audits and an administrative appeal relating to Canadian value added tax credits, which could reduce the amount of certain input tax credits we are able to recover for certain historical periods as well as going forward.

Under the Internal Revenue Code of 1986, as amended (the “Code”), we will be classified as a passive foreign ‎investment company (a “PFIC”) for any taxable year if either: (a) at least 75% of our gross income is “passive ‎income” for purposes of the PFIC rules or (b) at least 50% of the value of our assets (determined on the basis of a ‎quarterly average) is attributable to assets that produce or are held for the production of passive income. For this ‎purpose, passive income includes interest, dividends and other investment income, with certain exceptions. Cash ‎and cash-equivalents generally are passive assets for these purposes, and digital assets are likely to be passive assets ‎for these purposes as well. Goodwill is active to the extent attributable to activities that produce or are intended to ‎produce active income. The PFIC rules also contain a look-through rule whereby we will be treated as owning our ‎proportionate share of the gross assets and earning our proportionate share of the gross income of any other ‎corporation in which we own, directly or indirectly, 25% or more (by value) of the stock.‎

Based on the current and anticipated composition of our income, assets and operations and the price of our ‎ordinary shares, we do not expect to be treated as a PFIC for the current taxable year. However, whether we are ‎treated as a PFIC is a factual determination that is made on an annual basis after the close of each taxable year. ‎This determination will depend on, among other things, the ownership and the composition of our income and ‎assets, as well as the relative value of our assets (which may fluctuate with our market capitalization), at the

relevant time. Under circumstances where our cash is not deployed for active purposes, our risk of being a PFIC ‎may increase. Fluctuations in the Company's market capitalization can also affect our PFIC status because the ‎value of our assets for purposes of the asset test, including the value of our goodwill and unbooked intangibles, may ‎be determined by reference to the market capitalization from time to time (which has been, and may continue to ‎be, volatile). In particular, there is a risk that we may be a PFIC in subsequent taxable years if there is a decline in ‎the market capitalization and the value of our goodwill is determined by reference to our market capitalization. ‎Moreover, the application of the PFIC rules to digital assets and transactions related thereto is subject to ‎uncertainty. Among other things, the IRS has issued limited guidance on the treatment of income from mining ‎digital assets. The IRS or a court may disagree with our determinations, including the manner in which we determine ‎the value of our assets and the percentage of our assets that constitutes passive assets under the PFIC rules. ‎Therefore, there can be no assurance that we will not be classified as a PFIC for the current taxable year or for any ‎future taxable year.‎

For further discussion of the PFIC rules and the adverse U.S. federal income tax consequences in the event we are ‎classified as a PFIC, see “Taxation-Material U.S. Federal Income Tax Considerations.”‎

If a U.S. holder is treated as owning, directly, indirectly or constructively, at least 10% of the value or voting power ‎of our stock, such U.S. holder may be treated as a “United States shareholder” with respect to each “controlled ‎foreign corporation” (“CFC”) in our group. Because our group includes U.S. subsidiaries, some or all of our non-U.S. ‎subsidiaries will be treated as CFCs even if we are not a CFC. A United States shareholder of a CFC may be ‎required to annually report and include in its U.S. taxable income its pro rata share of “Subpart F income,” “global ‎intangible low-taxed income” and investments in U.S. property by CFCs, regardless of whether we make any ‎distributions. An individual that is a United States shareholder with respect to a CFC generally would not be allowed ‎certain tax deductions or foreign tax credits that would be allowed to a United States shareholder of a U.S. ‎corporation. Failure to comply with CFC reporting obligations may subject a United States shareholder to ‎significant monetary penalties.‎

We cannot provide any assurance that we will furnish to any United States shareholder information that may be ‎necessary to comply with the reporting and taxpaying obligations applicable under the controlled foreign ‎corporation rules of the Code. The IRS has provided limited guidance on situations in which investors may rely on ‎publicly available information to comply with their reporting and taxpaying obligations with respect to foreign-‎controlled CFCs. U.S. holders should consult their tax advisers regarding the potential application of these rules to ‎their investment in our ordinary shares.‎

Our tax treatment is subject to the enactment of, or changes in, tax laws, regulations and treaties, or the ‎interpretation thereof, tax policy initiatives and reforms under consideration and the practices of tax authorities in ‎jurisdictions in which we operate, including those related to the Organization for Economic Co-Operation and ‎Development’s Base Erosion and Profit Shifting Project, the European Commission’s state aid investigations and ‎other initiatives. Such changes may include (but are not limited to) the taxation of operating income, investment ‎income, dividends received or (in the specific context of withholding tax) dividends paid. We are unable to predict ‎what tax reform may be proposed or enacted in the future or what effect such changes would have on our business. ‎Changes to the rates of taxes imposed on us or our affiliates, or changes to tax legislation, regulations, policies or ‎practices, generally in any of the jurisdictions in which we or our affiliates operate, may adversely impact our ‎financial position and/or performance and overall or effective tax rates in the future in countries where we have ‎operations, reduce post-tax returns to our shareholders, and increase the complexity, burden and cost of tax ‎compliance. In addition, an interpretation of relevant taxation laws by a taxation authority that differs from our ‎interpretation may lead to an increase in our taxation liabilities.

This prospectus supplement and the documents incorporated by reference into this prospectus supplement contain ‎forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the ‎Exchange Act, that involve substantial risks and uncertainties. Forward-looking statements include information ‎concerning possible or assumed future results of operations, including descriptions of our business plan and ‎strategies and trends we expect to affect our business. These statements often include words such as “anticipate,” ‎‎“expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” ‎‎“may,” “will,” “forecast,” and other similar expressions.‎

We base these forward-looking statements or projections on our current expectations, plans and assumptions that ‎we have made in light of our experience in the industry, as well as our perceptions of historical trends, current ‎conditions, expected future developments and other factors we believe are appropriate under the circumstances ‎and at such time. As you read and consider this prospectus supplement and the documents incorporated by ‎reference into this prospectus supplement, you should understand that these statements are not guarantees of ‎future performance or results. The forward-looking statements and projections are subject to and involve risks, ‎uncertainties and assumptions and you should not place undue reliance on these forward-looking statements or ‎projections. Although we believe that these forward-looking statements and projections are based on reasonable ‎assumptions at the time they are made, you should be aware that many factors could affect our actual financial ‎results or results of operations, and could cause actual results to differ materially from those expressed in the ‎forward-looking statements and projections. Factors that may materially affect such forward-looking statements ‎and projections include, but are not limited to:‎

Forward-looking statements speak only as of the ‎date on which they were made. Because forward-looking ‎statements are inherently subject to risks and ‎uncertainties, some of which cannot be predicted or quantified and ‎some of which are beyond our control, you ‎should not rely on these forward-looking statements as predictions of ‎future events. Moreover, we operate in an ‎evolving environment. New risk factors and uncertainties may emerge ‎from time to time, and it is not possible for ‎management to predict all risk factors and uncertainties. Except as ‎required by applicable law, we do not plan to ‎publicly update or revise any forward-looking statements, whether as ‎a result of any new information, future ‎events, changed circumstances or otherwise. You should read this ‎prospectus supplement, the documents incorporated by ‎reference in this prospectus supplement and the documents ‎that we have filed as exhibits to the registration statement of which ‎this prospectus supplement is a part completely ‎and with the understanding that our actual future results may be materially ‎different from what we expect.‎

We may offer and sell our ordinary shares having an aggregate offering price of up to $500,000,000 from time to ‎time through or to the sales agents. As of March 15, 2024, ordinary shares having an aggregate offering price of $261,471,363 have been sold under the sales agreement. Because there is no minimum offering amount required as a condition to close ‎this offering, the actual total public offering amount, commissions and proceeds to us are not determinable ‎at this time.‎

We currently intend to use the net proceeds from this offering to contribute to funding our growth initiatives ‎‎(including, but not limited to, hardware purchases and acquisition and development of data center sites and ‎facilities), and for working capital and general corporate purposes.‎

Our expected use of the net proceeds from this offering represents our current intentions based on our present plans ‎and business condition, which could change as our plans and business conditions evolve. The amounts and timing ‎of our actual use of the net proceeds from this offering will vary depending on numerous factors. As a result, ‎we cannot predict with certainty all of the particular uses for any net proceeds to be received or the amounts that ‎we will actually spend on the uses set forth above. Our board of directors and our management retains broad ‎discretion in the application of the net proceeds from this offering.‎

Pending the use of the proceeds from this offering, we may invest the net proceeds in a variety of capital ‎preservation instruments, which may include all or a combination of short-term and long-term interest-bearing ‎instruments, investment-grade securities, and direct or guaranteed obligations of the U.S. government. We cannot ‎predict whether the proceeds invested will yield a favorable return.‎

Since our incorporation, we have not declared or paid any dividends on our issued share capital. Any determination ‎to pay dividends in the future will be at the discretion of our board and subject to Australian law. If our board of ‎directors elects to pay dividends, the form, frequency and amount will depend upon our future operations and ‎earning, capital requirements and surplus, general financial conditions, contractual restrictions and other factors ‎that our board of directors may deem relevant. B Class shares do not confer on their holders any right to receive ‎dividends.‎

The following discussion describes the material U.S. federal income tax consequences to U.S. Holders (as defined ‎below) of an investment in our ordinary shares. This summary applies only to U.S. Holders that acquire our ‎ordinary shares in exchange for cash, hold our ordinary shares as capital assets within the meaning of Section 1221 ‎of the Code and have the U.S. dollar as their functional currency.‎

This discussion is based on the tax laws of the United States as in effect on the date of this prospectus, including the Code, and U.S. Treasury regulations in effect or, in some ‎cases, proposed, as of the date of this prospectus, as well as judicial and administrative interpretations thereof ‎available on or before such date. All of the preceding authorities are subject to change, and any such change could ‎apply retroactively and affect the U.S. federal income tax consequences described below. The statements in this ‎prospectus are not binding on the IRS or any court. Thus, the Company can ‎provide no assurance that the U.S. federal income tax consequences discussed below will not be challenged by the ‎IRS or will be sustained by a court if challenged by the IRS. Furthermore, this summary does not address any estate ‎or gift tax consequences, state, local or non-U.S. tax consequences, or other tax consequences other than U.S. ‎federal income tax consequences.‎

The following discussion does not describe all the tax consequences that may be relevant to any particular investor ‎or to persons in special tax situations such as:‎

PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR TAX ADVISERS ABOUT THE ‎APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS ‎WELL AS THE STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES TO THEM OF THE PURCHASE, ‎OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES.‎

As used herein, the term “U.S. Holder” means a person eligible for the benefits of the tax treaty between the United ‎States and Australia (the “Treaty”) that is, for U.S. federal income tax purposes, a beneficial owner of our ordinary ‎shares and is or is treated as:‎

The tax treatment of a partner in an entity or arrangement treated as a partnership for U.S. federal income tax ‎purposes that holds our ordinary shares generally will depend on such partner’s status and the partnership's ‎activities. Accordingly, a U.S. Holder that is a partner in such a partnership should consult its tax adviser.‎

Treasury regulations that apply to taxable years beginning on or after December 28, 2021 (the “Foreign Tax Credit ‎Regulations”) may in some circumstances prohibit a U.S. person from claiming a foreign tax credit with respect to ‎certain non-U.S. taxes that are not creditable under applicable income tax treaties. However, the IRS released guidance in the form of notices which provide temporary relief from the requirements of these new regulations for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). The rules ‎governing the calculation and timing of foreign tax credits and the deduction of foreign taxes are complex and ‎depend upon a U.S. Holder's particular circumstances. Accordingly, U.S. investors that are not eligible for Treaty ‎benefits should consult their tax advisers regarding the creditability or deductibility of any Australian taxes imposed ‎on dividends on, or dispositions of, the ordinary shares. This discussion does not apply to investors in this special ‎situation.‎

Subject to the passive foreign investment company considerations discussed below, the gross amount of ‎distributions made by the Company with respect to our ordinary shares (including the amount of any non-U.S. ‎taxes withheld therefrom) generally will be includible as dividend income in a U.S. Holder’s gross income in the year ‎received, to the extent such distributions are paid out of the Company’s current or accumulated earnings and ‎profits, as determined under U.S. federal income tax principles. Because the Company does not maintain its ‎earnings and profits calculations under U.S. federal income tax principles, a U.S. Holder should expect all cash ‎distributions to be reported as dividends for U.S. federal income tax purposes. Such dividends will not be eligible for ‎the dividends-received deduction allowed to U.S. corporations with respect to dividends received from other U.S. ‎corporations. Dividends received by non-corporate U.S. Holders may be “qualified dividend income,” which is ‎taxed at the lower applicable capital gains rate, provided that (1) the Company is eligible for the Treaty benefits or ‎our ordinary shares are readily tradable on an established securities market in the United States, (2) the Company is ‎not a passive foreign investment company (as discussed below) for either the taxable year in which the dividend ‎was paid or the preceding taxable year, (3) the U.S. Holder satisfies specific holding period requirements and (4) the ‎U.S. Holder is not under an obligation to make related payments with respect to positions in substantially similar or ‎related property. U.S. Holders should consult their tax advisers regarding the availability of the lower rate for ‎dividends paid with respect to our ordinary shares.‎

The amount of any distribution paid in a foreign currency will be equal to the U.S. dollar value of such currency, ‎translated at the spot rate of exchange on the date such distribution is received, regardless of whether the payment ‎is in fact converted into U.S. dollars at that time. If the dividend is converted into U.S. dollars on the date of receipt, ‎a U.S. Holder should not be required to recognize foreign currency gain or loss in respect of the dividend income. A ‎U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of ‎receipt. In general, foreign currency gain or loss will be treated as U.S.-source ordinary income or loss.‎

Dividends on our ordinary shares generally will constitute foreign source income for foreign tax credit limitation ‎purposes. Subject to certain complex conditions and limitations, any Australian taxes withheld on any distributions ‎on our ordinary shares may be eligible for credit against a U.S. Holder’s federal income tax liability or, at such ‎holder’s election, may be eligible as a deduction in computing such holder’s U.S. federal taxable income. If a refund ‎of the tax withheld is available under the laws of Australia or under the Treaty, the amount of tax withheld that is ‎refundable will not be eligible for such credit against a U.S. Holder’s U.S. federal income tax liability (and will not ‎qualify for the deduction against U.S. federal taxable income). If the dividends constitute qualified dividend ‎income as discussed above, the amount of the dividend taken into account for purposes of calculating the foreign ‎tax credit limitation will generally be limited to the gross amount of the dividend, multiplied by the reduced rate ‎applicable to the qualified dividend income, divided by the highest rate of tax normally applicable to dividends. ‎The limitation on foreign taxes eligible for the credit is calculated separately concerning specific classes of income. ‎For this purpose, dividends distributed by the Company with respect to our ordinary shares will generally constitute ‎‎“passive category income.” The rules relating to the determination of the U.S. foreign tax credit are complex, and ‎U.S. Holders should consult their tax advisers

regarding the availability of a foreign tax credit in their particular ‎circumstances and the possibility of claiming an itemized deduction (in lieu of the foreign tax credit) for any foreign ‎taxes paid or withheld.‎

Subject to the passive foreign investment company considerations discussed below, upon a sale or other taxable ‎disposition of our ordinary shares, a U.S. Holder will recognize capital gain or loss in an amount equal to the ‎difference between the amount realized and the U.S. Holder’s adjusted tax basis in such ordinary shares. A U.S. ‎Holder’s initial tax basis in our ordinary shares generally will equal the cost of such ordinary shares. Generally, any ‎such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period in our ordinary ‎shares exceeds one year. Non-corporate U.S. Holders (including individuals) generally will be subject to U.S. federal ‎income tax on long-term capital gain at preferential rates. The deductibility of capital losses is subject to significant ‎limitations.‎

Gain or loss, if any, realized by a U.S. Holder on the sale or other disposition of our ordinary shares generally will be ‎treated as U.S. source gain or loss for U.S. foreign tax credit limitation purposes. The use of U.S. foreign tax credits ‎relating to any Australian tax imposed upon the sale or other disposition of our ordinary shares may be unavailable ‎or limited. U.S. Holders should consult their tax advisers regarding the tax consequences if Australian taxes are ‎imposed on or connected with a sale or other disposition of our ordinary shares and their ability to credit any ‎Australian tax against their U.S. federal income tax liability.‎

The Company will be classified as a PFIC for any taxable year if either: ‎‎(a) at least 75% of its gross income is “passive income” for purposes of the PFIC rules or (b) at least 50% of the ‎value of its assets (determined on the basis of a quarterly average) is attributable to assets that produce or are held ‎for the production of passive income. For this purpose, passive income includes interest, dividends and other ‎investment income, with certain exceptions. Cash and cash-equivalents generally are passive assets for these ‎purposes, and digital assets are likely to be passive assets for these purposes as well. Goodwill is active to the extent ‎attributable to activities that produce or are intended to produce active income. The PFIC rules also contain a look-‎through rule whereby the Company will be treated as owning its proportionate share of the gross assets and earning ‎its proportionate share of the gross income of any other corporation in which it owns, directly or indirectly, 25% or ‎more (by value) of the stock.‎

Under the PFIC rules, if the Company were considered a PFIC at any time that a U.S. Holder holds our ordinary ‎shares, the Company would continue to be treated as a PFIC with respect to such investment unless (i) the ‎Company ceases to be a PFIC and (ii) the U.S. Holder made a “deemed sale” election under the PFIC rules.‎

Based on the current and anticipated composition of the income, assets, and operations of the Company and the ‎expected price of our ordinary shares, the Company does not expect to be treated as a PFIC for the current taxable ‎year. However, whether the Company is treated as a PFIC is a factual determination made on an annual basis after ‎the close of each taxable year. This determination will depend on, among other things, the ownership and the ‎composition of the Company’s income and assets, as well as the relative value of the Company’s assets (which ‎may fluctuate with the Company’s market capitalization), at the relevant time. Under circumstances where our ‎cash is not deployed for active purposes, our risk of being a PFIC may increase. Fluctuations in the Company's ‎market capitalization can also affect our PFIC status because the value of our assets for purposes of the asset test, ‎including the value of our goodwill and unbooked intangibles, may be determined by reference to the market ‎capitalization from time to time (which has been, and may continue to be, volatile). In particular, there is a risk that ‎we may be a PFIC in the current and subsequent taxable years if there is a decline in the market capitalization and the value of our ‎goodwill is determined by reference to our market capitalization. Moreover, the application of the PFIC rules to ‎digital assets and transactions related thereto is subject to uncertainty. Among other things, the IRS has issued ‎limited guidance on the treatment of income from mining digital assets. The IRS or a court may disagree with the ‎Company’s determinations, including how the Company determines the value of the Company’s assets and the ‎percentage of the Company’s assets that are passive assets under the PFIC rules. Therefore, there can be no ‎assurance that the Company will not be classified as a PFIC for the current taxable year or for any future taxable ‎year.‎

If the Company is considered a PFIC at any time that a U.S. Holder holds our ordinary shares, any gain recognized ‎by the U.S. Holder on a sale or other disposition of our ordinary shares, as well as the amount of any

“excess ‎distribution” (defined below) received by the U.S. Holder, would be allocated ratably over the U.S. Holder’s holding ‎period for our ordinary shares. The amounts allocated to the taxable year of the sale or other disposition (or the ‎taxable year of receipt, in the case of an excess distribution) and to any year before the ‎Company became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year ‎would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable ‎year, and an interest charge would be imposed. For the purposes of these rules, an excess distribution is the amount ‎by which any distribution received by a U.S. Holder on our ordinary shares exceeds 125% of the average of the ‎annual distributions on our ordinary shares received during the preceding three years or the U.S. Holder’s holding ‎period, whichever is shorter. Certain elections may be available that would result in alternative treatments (such as ‎mark-to-market treatment) of our ordinary shares if the Company is considered a PFIC. Special rules apply for ‎calculating the amount of the foreign tax credit with respect to excess distributions by a PFIC.‎

If the Company is considered a PFIC, a U.S. Holder will also be subject to annual information reporting ‎requirements. U.S. Holders should consult their tax advisers about the potential application of the PFIC rules to an ‎investment in our ordinary shares.‎

Dividend payments with respect to our ordinary shares and proceeds from the sale, exchange, or redemption of our ‎ordinary shares may be subject to information reporting to the IRS and U.S. backup withholding. A U.S. Holder ‎may be eligible for an exemption from backup withholding if the U.S. Holder furnishes a correct taxpayer ‎identification number and makes any other required certification or is otherwise exempt from backup withholding. ‎U.S. Holders who are required to establish their exempt status may be required to provide such certification on IRS ‎Form W-9. U.S. Holders should consult their tax advisers regarding applying the U.S. information reporting and ‎backup withholding rules.‎

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a ‎U.S. Holder’s U.S. federal income tax liability, and such U.S. Holder may obtain a refund of any excess amounts ‎withheld under the backup withholding rules by timely filing an appropriate claim for refund with the IRS and ‎furnishing any required information.‎

Certain U.S. Holders who are individuals (and certain entities) that hold an interest in “specified foreign financial ‎assets” (which may include our ordinary shares) are required to report information relating to such assets, subject to ‎certain exceptions (including an exception for our ordinary shares held in accounts maintained by certain financial ‎institutions). Penalties can apply if U.S. Holders fail to satisfy such reporting requirements. U.S. Holders should ‎consult their tax advisers regarding the applicability of these requirements to their acquisition and ownership of our ‎ordinary shares.‎

THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS ‎THAT MAY BE IMPORTANT TO YOU. EACH PROSPECTIVE PURCHASER SHOULD CONSULT ITS ‎OWN TAX ADVISER ABOUT THE TAX CONSEQUENCES OF AN INVESTMENT IN OUR ORDINARY ‎SHARES UNDER ITS CIRCUMSTANCES.

In this section, we provide a general summary of the material Australian income tax, stamp duty, and goods and ‎services tax considerations generally applicable to the acquisition, ownership, and disposal by the absolute ‎beneficial owners of the ordinary shares issued by IREN.

This section is based upon existing Australian tax law as of the date of this prospectus, which is subject to change, ‎possibly retrospectively. This discussion does not address all aspects of Australian tax law, which may be important ‎to particular investors in light of their investment circumstances, such as shares held by investors subject to special ‎tax rules (for example, financial institutions, insurance companies, or tax-exempt organizations).‎

It does not purport to address all possible tax situations that may be relevant to a decision to purchase, own, or ‎deposit our ordinary shares. It is included herein solely for preliminary information purposes and is not

intended to ‎be, nor should it be construed to be, legal or tax advice. IREN and their officers, employees, taxation or other ‎advisers do not accept any liability or responsibility in respect of any statement concerning taxation consequences ‎or the taxation consequences.‎

Prospective purchasers of our ordinary shares should consult their tax advisers on the applicable tax consequences ‎related to the ownership of our ordinary shares, based on their particular circumstances.‎

The comments in this section deal only with the Australian taxation implications of the ownership and disposition ‎of IREN ordinary shares if you hold your IREN ordinary shares as investments on a capital account. In ‎addition, this summary does not discuss any non-Australian or state tax considerations, other than stamp duty and ‎goods and services tax.‎

For this summary, a holder of our ordinary shares that is not an Australian tax resident and is not carrying on ‎business in Australia at or through a permanent establishment is referred to as a “Non-Australian Holder.”‎

Conversely, for the purposes of this summary, a holder that is an Australian tax resident or is carrying on business in ‎Australia at or through a permanent establishment is referred to as an “Australian Resident Holder.”‎

Please be aware that the residence concept used in this section applies for Australian tax assessment purposes only. ‎Any reference in this section to a tax, duty, levy impost, or other charge or withholding of a similar nature refers to ‎Australia's tax laws and/or concepts only. Also, please note that a reference to Australian income tax encompasses ‎corporate income tax and personal income tax generally.‎

As the Company is a fully taxable Australian company, its taxable income is subject to corporate income tax in ‎Australia. All Australian companies are subject to a corporate income tax rate of 30%, other than those classified ‎as a “base rate company”, which are businesses with revenue of less than A$50 million that are subject to a ‎reduced corporate income tax rate of 25% from the 2021/2022 income year. The Company is not considered a base ‎rate company for the year ended June 30, 2023.‎

Dividends paid by us on our ordinary shares should constitute the assessable income of an Australian Resident ‎Holder. Australia operates a dividend imputation system under which dividends may be declared to be “franked” to ‎the extent they are paid out of company profits that have been subject to income tax.‎

Australian Resident Holders who are individuals or complying superannuation entities should include the dividend ‎in their assessable income in the year the dividend is paid, together with any franking credit attached to that ‎dividend.‎

Subject to the comments concerning ‘Qualified Persons’ below, such Australian Resident Holders should ‎be entitled to a tax offset equal to the franking credit attached to the dividend. The tax offset can be applied to ‎reduce the tax payable on the investor’s taxable income. Where the tax offset exceeds the tax payable on the ‎investor’s taxable income, the investor should be entitled to a tax refund equal to the excess.‎

To the extent that the dividend is unfranked, an Australian individual Shareholder will generally be taxed at their ‎prevailing marginal rate on the dividend received (with no tax offset). Complying Australian superannuation entities ‎will generally be taxed at the prevailing rate for complying superannuation entities on the dividend received (with no ‎tax offset).‎

Australian Resident Holders that are companies are also required to include both the dividend and the associated ‎franking credits (if any) in their assessable income.‎

Subject to the comments in relation to ‘Qualified Persons’ below, such companies should be entitled to a tax offset ‎up to the amount of the franking credit attached to the dividend. Likewise, the company should generally

be entitled to a ‎credit in its own franking account to the extent of the franking credits attached to the distribution received. This will ‎allow the Australian Resident Holders that are companies to pass on the franking credits to its investor(s) on the ‎subsequent payment of franked dividends.‎

Excess franking credits received by the company shareholder will not give rise to a refund entitlement for a ‎company but may be converted into carry forward tax losses instead. This is subject to specific rules on how the ‎carry forward tax loss is calculated and utilized in future years. For completeness, this tax loss cannot be carried ‎back under the loss carry back tax offset rules introduced in the 2020-21 Federal Budget.‎

Australian Resident Holders who are trustees (other than trustees of complying superannuation entities, which are ‎dealt with above) or partnerships are also required to include any dividends and any franking credits in calculating ‎the net income of the trust or partnership. Where a fully franked or partially franked dividend is received, the ‎relevant beneficiary or partner may be entitled to a tax offset in respect of any franking credits distributed to the ‎relevant beneficiary or partner as applicable.‎

To the extent that the dividend is unfranked, an Australian trustee (other than trustees of complying ‎superannuation entities) or partnerships, will be required to include the unfranked dividend in the net income of the ‎trust or partnership. The relevant beneficiary will be taxed at the relevant prevailing tax rate on their share of the net ‎income of the trust or partnership (with no tax offset).‎

The benefit of franking credits can be denied where an Australian Resident Holder is not a ‘qualified person’ in ‎which case the Holder will not be required to include an amount for the franking credits in their assessable income ‎nor will they be entitled to a tax offset.‎

Broadly, to be a qualified person, a shareholder must satisfy the holding period rule and, if necessary, the related ‎payment rule. The holding period rule requires a shareholder to hold the shares ‘at risk’ for at least 45 days ‎continuously during the qualification period - starting from the day after acquiring the shares and ending 45 days ‎after the shares become ex-dividend - in order to qualify for franking benefits.‎

This holding period rule is subject to certain exceptions, including where the total franking offsets of an individual in ‎a year of income do not exceed A$5,000.‎

Whether you are a qualified person is a complex tax issue which requires analysis based on each shareholder’s ‎individual circumstances. IREN ordinary shareholders should obtain their own tax advice to determine if these ‎requirements have been satisfied.‎

For Australian Resident Holders, who hold their ordinary shares on capital account, the future disposal of ordinary ‎shares will give rise to a CGT event at the time which the legal and beneficial ownership of the ordinary shares are ‎disposed of. Australian Resident Holders will derive a capital gain on the disposal of their ordinary shares in IREN to the extent that the capital proceeds exceed the cost base of their ordinary shares.‎

A capital loss will be made where the capital proceeds are less than the cost base of their ordinary shares. Where a ‎capital loss is made, capital losses can only be offset against capital gains derived in the same or later incomes ‎years. They cannot be offset against ordinary income nor carried back to offset net capital gains arising in earlier ‎income years. Capital losses may be carried forward to future income years subject to the satisfaction of the ‎Australian loss testing provisions.‎

The capital proceeds should generally be equal to any consideration received by the Australian Resident Holder in ‎respect to the disposal of their IREN ordinary share/s.

The cost base of an ordinary share should generally be equal to the cost of acquiring the ordinary share, holding the ‎ordinary share, plus any incidental costs of acquisition and disposal (e.g. brokerage costs and legal fees).‎

The CGT discount may apply to Australian Resident Holders that are individuals complying Australian ‎superannuation funds or trusts, who have held, or are taken to have held, their ordinary shares for at least 12 ‎months (not including the date of acquisition or date of disposal) at the time of the disposal of their ordinary shares.‎

The CGT discount is:‎

The CGT discount is not available to Australian Resident Holders that are companies.‎

If an Australian Resident Holder makes a discounted capital gain, any current year and/or carried-forward capital ‎losses will be applied to reduce the undiscounted capital gain before the relevant CGT discount is applied. The ‎resulting amount forms the Australian Resident Holder’s net capital gain for the income year and is included in its ‎assessable income.‎

The CGT discount rules relating to trusts are complex. Subject to certain requirements being satisfied, the capital ‎gain may flow through to the beneficiaries in that trust, who will assess the eligibility for the CGT discount in their ‎own right. Accordingly, we recommend trustees seek their own independent advice on how the CGT discount ‎applies to the trust and its beneficiaries.‎

Non-Australian Holders who do not have a permanent establishment in Australia should not be subject to ‎Australian income tax but may be subject to Australian dividend withholding tax on their IREN dividends.‎

As outlined above, Australia has a franking system wherein dividends can be franked, and Australian resident ‎shareholders receive a franking credit which effectively represents the corporate tax paid by the underlying ‎company (i.e. IREN).‎

Dividends received by Non-Australian Holders which are franked should not be subject to Australian dividend ‎withholding tax to the extent of the franking (i.e. if the dividend is fully franked, it should not be subject to ‎Australian dividend withholding tax at all). However, refunds of franking credits are not available to non-Australian ‎resident shareholders.‎

Non-Australian Holders should not be subject to Australian dividend withholding tax on unfranked dividends to the ‎extent that the dividend is declared to be conduit foreign income (CFI).‎

CFI generally includes amounts received by IREN that have been derived from a non-Australian source, for ‎example dividends received from foreign subsidiaries which are treated as non-assessable non-exempt income for ‎Australian tax purposes.‎

Non-Australian Holders should generally be subject to Australian dividend withholding tax to the extent the ‎unfranked component of any dividends are not declared to by CFI. Australian dividend withholding tax will be

imposed at 30% of the amount of the unfranked dividend, unless a shareholder is a resident of a country with ‎which Australia has a double taxation treaty (DTT) and qualifies for the benefits of the treaty. In the event the ‎Non-Australian Holder is otherwise able to rely on a DTT with Australia, the rate of Australian dividend withholding ‎tax

Under the provisions of the current Double Taxation Convention between Australia and the United States, the ‎Australian tax withheld on unfranked dividends that are not declared to be CFI paid by us to a resident of the ‎United States is beneficially entitled is limited to 15%.‎

Under the Double Taxation Convention between Australia and the United States, if a company that is a Non-‎Australian Holder directly owns a 10% or more interest in an Australian company (i.e. IREN), the Australian ‎tax withheld on unfranked dividends that are not declared to be CFI paid by us to which a resident of the United ‎States is beneficially entitled is limited to 5%.‎

Non-Australian Holders who are treated as the owners of the underlying shares on the basis that they are absolutely ‎entitled to those ordinary shares will not be subject to Australian capital gains tax on the gain made on a sale or ‎other disposal of ordinary shares unless:‎

Australian capital gains tax applies to net capital gains at a taxpayer’s marginal tax rates. Net capital gains are ‎calculated after reduction for capital losses, which may only be offset against capital gains.‎

The capital gains tax discount is not available to Non-Australian Holders on gains in respect of IREN ordinary ‎shares, where they were non-Australian residents during the entire holding period. Where Non-Australian Holders ‎were Australian tax residents for some of the holding period, the capital gains tax discount percentage is reduced to ‎account for the period of foreign residency during the entire holding period. Companies are not entitled to a capital ‎gains tax discount.‎

Broadly, where there is a disposal of certain taxable Australian property by a Non-Australian Holder, the purchaser ‎will be required to withhold and remit to the Australian Taxation Office, or the ATO, 12.5% of the proceeds from ‎the sale. A transaction is excluded from the withholding requirements in certain circumstances, including where the ‎transaction is an on-market transaction conducted on an approved stock exchange, a securities lending, or the ‎transaction is conducted using a broker operated crossing system. There may also be an exception to the ‎requirement to withhold where a Non-Australian Holder provides a declaration that their ordinary shares are not ‎‎‘indirect Australian real property interests’. The Non-Australian Holder may be entitled to receive a tax credit for the ‎tax withheld by the purchaser which they may claim in their Australian income tax return.‎

If a holder of ordinary shares is a resident of both Australia and the United States under those countries’ domestic ‎taxation laws, that holder may be subject to tax as an Australian resident.‎

The below comments apply to both Australian Resident Holders and Non-Australian Holders.‎

No Australian stamp duty is payable on the issue, transfer and/or surrender of the ordinary shares, on the basis that ‎IREN is admitted to the official list of Nasdaq and all of its shares (and all shares of any other class of shares) ‎are and remain quoted on that exchange and the issue/transfer/surrender of ordinary shares does not result

in a ‎person, whether alone or together with associated/related persons or with otherwise unassociated persons as part of ‎substantially one arrangement or acting in concert with other persons, having a 90% or more interest in IREN ‎‎(by reference to their entitlement to a distribution of property of IREN on a winding up or otherwise).‎

No Australian GST will be payable on the supply of the ordinary shares.‎

Subject to certain requirements, there may be a restriction on the entitlement of IREN ordinary shareholders to ‎claim an input tax credit for any GST incurred on costs associated with the acquisition or disposal of IREN ‎ordinary shares (e.g. lawyer’s and accountants’ fees).‎

THE DISCUSSION ABOVE IS A SUMMARY OF THE AUSTRALIAN TAX CONSEQUENCES OF AN ‎INVESTMENT IN OUR ORDINARY SHARES AND IS BASED UPON LAWS AND RELEVANT ‎INTERPRETATIONS THEREOF IN EFFECT AS OF THE DATE OF THIS PROSPECTUS, ALL OF WHICH ‎ARE SUBJECT TO CHANGE, POSSIBLY WITH RETROACTIVE EFFECT. EACH PROSPECTIVE ‎INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR.

We have previously entered into a sales agreement with B. Riley Securities, Cantor and Compass Point, to which Canaccord, Citigroup and Macquarie Capital were joined on March 21, 2024, under which we may offer and ‎sell our ordinary shares from time to time through or to B. Riley Securities, Cantor, Compass Point, Canaccord, Citigroup and Macquarie Capital, each acting as agent or ‎principal (each a “sales agent” and collectively, the “sales agents”). This prospectus supplement, together with the accompanying prospectus, relates to our ordinary shares that may be offered and sold under the sales agreement and replaces and supersedes the previously filed prospectus supplement dated September 26, 2023 in its entirety, and reflects an increase of $200,000,000 in the aggregate offering price from an aggregate of up to $300,000,000 under the previously filed prospectus supplement to an aggregate of up to $500,000,000 under this prospectus supplement. As a result, in accordance with the terms of the sales agreement, under the prospectus supplement we may offer and sell our ordinary shares having an aggregate offering price of up to $500,000,000 from time to time through or to the sales agents, as agent or principal, of which $261,471,363 have been sold as of March 15, 2024. Sales of our ordinary ‎shares, if any, under this prospectus supplement and the accompanying 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.‎

Each time we wish to issue and sell ordinary shares under the sales agreement, we will notify a 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 we have so instructed such sales agent, unless the sales agent decline in writing to accept ‎the terms of such notice, such 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. We have ‎no obligation to sell any ordinary shares under the sales agreement. The obligations of the sales agents under the ‎sales agreement to sell our ordinary shares are subject to a number of conditions that we must meet.‎

The settlement of sales of our ordinary shares between us and the sales agents is generally anticipated to occur on ‎the second trading day following the date on which the sale was made. Sales of our ordinary shares as ‎contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company ‎or by such other means as we and the sales agents may agree upon. There is no arrangement for funds to be ‎received in an escrow, trust or similar arrangement.‎

We will pay the sales agents a commission up to 3.0% of the aggregate gross proceeds we receive from each sale of ‎our ordinary shares. Because there is no minimum offering amount required as a condition to close this offering, the ‎actual total public offering amount, commissions and proceeds to us are not determinable at this time. ‎Except as we and the sales agents otherwise agree, we will reimburse the sales agents for the fees and disbursements ‎of their counsel, payable upon execution of the sales agreement, in an amount not to exceed $60,000, in addition ‎to certain ongoing disbursements of their legal counsel unless we and the sales agents otherwise agree. We estimate ‎that the total expenses for the offering, excluding any commissions or expense reimbursement payable to the sales ‎agents under the terms of the sales agreement, will be approximately $665,000. The remaining proceeds, after ‎deducting any other transaction fees, will equal our net proceeds from the sale of our ordinary shares in this ‎offering.

The sales agents will provide written confirmation to us as soon as practicable after the close on Nasdaq on each ‎day on which ordinary shares are sold under the sales agreement. Each confirmation will include the number of ‎ordinary shares sold on that day, the aggregate gross proceeds of such sales and the proceeds to us.‎

In connection with the sale of ordinary shares on our behalf, each sales agent will be deemed to be an “underwriter” ‎within the meaning of the Securities Act, and the compensation of the sales agents will be deemed to be ‎underwriting commissions or discounts. We have agreed to indemnify the sales agents against certain liabilities, ‎including civil liabilities under the Securities Act. We have also agreed to contribute to payments the sales agents ‎may be required to make in respect of such liabilities.‎

The sales agreement permits sales of our ordinary shares not to exceed the lesser of the amount registered on an effective registration statement and for which we have filed a prospectus, and the amount authorized from time to time to be issued and sold under the sales agreement by our board of directors or a duly authorized committee thereof. As a result, we may increase the amount of our ordinary shares that may be sold from time to time pursuant to the sales agreement in accordance with the terms of the sales agreement.

The offering of our ordinary shares pursuant to the sales agreement will terminate upon the earlier of (i) the sale of ‎all ordinary shares subject to the sales agreement and (ii) the termination of the sales agreement as permitted ‎therein.‎

This summary of the material provisions of the sales agreement does not purport to be a complete statement of its ‎terms and conditions. A copy of the sales agreement is filed as an exhibit to the registration statement of which this ‎prospectus supplement forms a part.‎

Certain sales agents and their respective affiliates have in the past and may in the future provide various investment ‎banking, commercial banking, financial advisory and other financial services for us and our affiliates, for which ‎services they have received or may in the future receive customary fees. To the extent required by Regulation M under the Exchange Act, none of the sales ‎agents will engage in any market-making activities involving our ordinary shares while the offering is ongoing under ‎this prospectus supplement.‎

A prospectus supplement and the accompanying prospectus in electronic format may be made available on a ‎website maintained by each sales agent, and each sales agent may distribute the prospectus supplement and the ‎accompanying prospectus electronically. The address of B. Riley Securities is 299 Park Avenue, 21st Floor, ‎New York, NY 10171. The address of Cantor is 110 E 59th St., 6th Floor New York, NY 10022. ‎The address of Compass Point is 1055 Thomas Jefferson Street NW, Suite 303, ‎Washington, DC 20007. ‎The address of Canaccord is 1 Post Office Square, 30th, Floor, Boston, MA 02109. ‎The address of Citigroup is 388 Greenwich Street, New York, New York, 10013. ‎The address of Macquarie Capital is 125 West 55th Street, 22nd Floor, New York, NY 10019.

The validity of certain securities and certain other matters with respect to Australian law will be passed upon for us ‎by Clifford Chance LLP, located at Level 24, 10 Carrington Street, Sydney NSW 2000, Australia. The validity of ‎certain securities and certain matters with respect to U.S. federal and New York State law will be passed upon for us ‎by Davis Polk & Wardwell LLP, located at 450 Lexington Avenue, New York, New York 10017. The sales agents ‎are represented in connection with this offering by Duane Morris LLP, located at 1540 Broadway, New York, New ‎York 10036.‎

The audited consolidated financial statements for the fiscal year ended June 30, 2023 ‎incorporated by reference in ‎this prospectus supplement and elsewhere in the registration statement have been so incorporated by reference in ‎reliance on the report of Raymond Chabot Grant Thornton LLP, independent registered ‎public accountants, upon ‎the authority of said firm as experts in accounting and auditing.‎

The audited consolidated financial statements in respect of the fiscal years ended June 30, 2022 and 2021 ‎incorporated by ‎reference in this prospectus supplement and elsewhere in the registration statement have been so incorporated by ‎reference in reliance on the report of Armanino LLP, independent registered ‎public accountants, upon the authority ‎of said firm as experts in accounting and auditing.‎‎

We have filed with the SEC a “shelf” registration statement (including amendments and exhibits to the registration ‎statement) on Form F-3 under the Securities Act. This prospectus supplement, which is part of the registration ‎statement, does not contain all of the information set forth in the registration statement and the exhibits and ‎schedules to the registration statement. For further information, we refer you to the registration statement and the ‎exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the ‎registration statement, we refer you to the copy of the document that has been filed. Each statement in this ‎prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.‎

In addition, we file reports, including annual reports on Form 20-F, and other information with the SEC. We are ‎allowed four months following the end of our fiscal year to file our annual report with the SEC instead of ‎approximately three, and we are not required to disclose certain detailed information regarding executive ‎compensation that is required from U.S. domestic issuers. In addition, we will not be required under the Exchange ‎Act to file periodic reports and financial statements with the SEC as frequently as companies that are not foreign ‎private issuers whose securities are registered under the Exchange Act. Also, as a foreign private issuer, we are ‎exempt from the rules of the Exchange Act prescribing the furnishing of proxy statements to shareholders, and our ‎senior management, directors and principal shareholders are exempt from the reporting and “short-swing” profit ‎recovery provisions contained in Section 16 of the Exchange Act.‎

As a foreign private issuer, we also are exempt from the requirements of Regulation FD (Fair Disclosure) which, ‎generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer ‎before other investors. We are still subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule ‎‎10b-5. Since many of the disclosure obligations required of us as a foreign private issuer are different than those ‎required by other U.S. domestic reporting companies, our shareholders, potential shareholders and the investing ‎public in general should not expect to receive information about us in the same amount, and at the same time, as ‎information is received from, or provided by, other U.S. domestic reporting companies. We are liable for violations ‎of the rules and regulations of the SEC which do apply to us as a foreign private issuer.‎

Our SEC filings, including the registration statement, are available to you on the SEC’s website at ‎http://www.sec.gov. This site contains reports, proxy and information statements and other information regarding ‎issuers that file electronically with the SEC. We also maintain a website at https://iren.com. Through our website, ‎we make available, free of charge, our annual reports and other information as soon as reasonably practicable ‎after they are electronically filed with, or furnished to, the SEC. The information contained on, or that may be ‎accessed through, our website is not part of, and is not incorporated by reference into, this prospectus.‎‎

The rules of the SEC allow us to incorporate information into this prospectus by reference, which means that we ‎disclose important information to you by referring you to another document filed separately with the SEC. The ‎information incorporated by reference is considered to be part of this prospectus supplement. This prospectus ‎supplement incorporates by reference the documents listed below:‎

Any statement made in this prospectus supplement or in a document incorporated by reference into this prospectus ‎supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent ‎that a statement contained in this prospectus supplement modifies or supersedes that statement. Any statement so ‎modified or superseded will not be deemed, except as so modified or superseded, to constitute part of this ‎prospectus supplement.‎

All subsequent annual reports on Form 20-F, Form 40-F or Form 10-K that we file with the SEC and all subsequent ‎filings on Forms 10-Q and 8-K filed by us with the SEC pursuant to the Exchange Act (excluding, in each case, any ‎information or documents deemed to be furnished and not filed with the SEC), after the date hereof and prior to the ‎termination or expiration of the registration statement of which this prospectus supplement forms a part, shall be ‎incorporated by reference. We may incorporate by reference any reports on Form 6-K that we furnish to the SEC ‎that we specifically identify in such form or in any applicable prospectus supplement as being incorporated by ‎reference into this prospectus or such prospectus supplement (i) after the filing of the registration statement of which ‎this prospectus supplement forms a part and prior to the effectiveness of such registration statement and (ii) after ‎the date of this prospectus supplement and prior to the completion of an offering of securities under this prospectus ‎supplement.‎

You can obtain any of the filings incorporated by reference into this prospectus supplement through us or from the ‎SEC through the SEC’s website at https://www.sec.gov. We will provide, without charge, to each person, including ‎any beneficial owner, to whom a copy of this prospectus supplement is delivered, upon written or oral request of ‎such person, a copy of any or all of the reports or documents referred to above which have been or may be ‎incorporated by reference into this prospectus supplement. You should direct all requests for those documents to:‎

We maintain a website at https://iren.com. The information contained on, or that may be accessed through, our ‎website is not part of, and is not incorporated by reference into, this prospectus supplement.‎