Hot Chili to Undertake a Capital Raising by Private Placement

Executive Summary

• Hot Chili Limited announced a private placement to raise up to approximately A$40 million by issuing up to 24,274,600 new ordinary shares at A$1.65 per share (≈15% discount to the last closing price).
• Proceeds will be used to accelerate the La Verde Cu‑Au discovery, fund the Costa Fuego feasibility study, environmental impact assessment, water project, and general working capital.
• The placement is being led by Veritas Securities, Cormark Securities, Desjardins Capital Markets (joint lead managers) with BMO Capital Markets as co‑manager; a 6% cash commission and broker options equal to 5% of the shares issued are also disclosed.

Key Details

• Placement Size: Up to A$40 million (≈C$21.1 million) for up to 24,274,600 new ordinary shares.
• Issue Price: A$1.65 per share (C$1.56), representing ~15% discount to last closing price and ~13.6% discount to the 5‑day VWAP prior to trading halt on 2 Feb 2026.
• Lead Managers / Co‑manager: Veritas Securities Ltd., Cormark Securities Inc., Desjardins Capital Markets (joint lead managers); BMO Capital Markets (co‑manager).
• Placement Timing: Expected closing on or about 12 February 2026, subject to regulatory approvals including TSXV consent.
• Regulatory Framework:
• Australian Placing – professional/sophisticated investors under Corporations Act 2001 sections 708(8), (10), (11).
• Canadian Placing – NI 45‑106 “LIFE” exemption, up to C$20,000,136 (≈A$21.1 million) for up to 12,820,600 shares; no hold period required.
• U.S. and other jurisdictions – offered under applicable securities law exemptions.
• Use of Proceeds:
• Accelerate La Verde Cu‑Au discovery to establish a maiden mineral resource.
• Define size/grade of high‑grade starter pit for Costa Fuego Project.
• Develop Huasco Water Project.
• Commence Costa Fuego Feasibility Study and complete Environmental Impact Assessment.
• Ongoing exploration, strategic funding activities, and general working capital.
• Commission & Broker Options:
• Cash commission to agents equal to 6% of gross proceeds.
• Non‑transferable broker options equal to 5% of shares issued; each option exercisable for one share at A$2.145 per share, exercisable up to 30 months after issuance.
• Trading Halt: Shares remain under trading halt on ASX and TSXV until placement result is announced (anticipated before market reopen on 4 Feb 2026).

Notable Quotes

“The Placement aims to increase Hot Chili's trading liquidity on the TSXV and maintain the Company's strategic funding optionality, while ensuring Costa Fuego remains one of a limited number of globally significant copper developments… that could deliver meaningful new copper supply this decade.” – Christian Easterday, Managing Director & CEO

This release contains forward‑looking statements regarding the placement terms, use of proceeds, regulatory approvals, and project timelines. Actual results may differ materially.