Hot Chili arranges $40M (Australian) private placement

Executive Summary

• Hot Chili Ltd. announced a private placement to raise up to ≈ A$40 million by issuing up to 24,274,600 new ordinary shares at A$1.65 per share (≈15% discount to last close).
• The proceeds will be used to accelerate the La Verde copper‑gold discovery, fund the Costa Fuego feasibility study, environmental work, water project development, and general working capital, thereby enhancing trading liquidity on the TSX‑V.
• Placement agents will receive a 6% cash commission of gross proceeds plus non‑transferable options equal to 5% of shares issued (exercisable at A$2.145 per share within 30 months).

Key Details

• Placement Structure: Joint lead managers – Veritas Securities Ltd., Cormark Securities Inc., Desjardins Capital Markets; co‑manager – BMO Capital Markets.
• Shares Offered: Up to 24,274,600 fully paid ordinary shares (≈25% of placement capacity under ASX rules).
• Pricing: A$1.65 per share (A$1.56 USD), ~15% discount to last closing price; ~13.6% discount to five‑day VWAP prior to trading halt on Feb 2, 2026.
• Timing: Expected issuance on or about Feb 12, 2026 (or other agreed date).
• Jurisdictions:
• Australia – placement to professional/sophisticated investors under Corporations Act §§708(8),(10),(11).
• Canada – private placement under NI 45‑106 & CO 45‑935; up to CAD $20,000,136 (≈A$21.1 M) for up to 12,820,600 shares; no hold period.
• Regulatory Conditions: Subject to all required approvals, including TSX‑V approval.
• Use of Proceeds:
• Accelerate La Verde copper‑gold discovery and establish maiden mineral resource.
• Define size/grade of high‑grade starter pit for Costa Fuego project.
• Develop Huasco water project.
• Commence Costa Fuego feasibility study & complete environmental impact assessment.
• Ongoing exploration, strategic financing activities, and general working capital.
• Agent Compensation:
• Cash commission = 6% of gross proceeds paid to agents at closing.
• Non‑transferable, unlisted broker options = 5% of shares issued; each option exercisable for one share at A$2.145 within 30 months from issue date.
• Trading Halt: Shares remain under trading halt on ASX and TSX‑V until placement result is announced (anticipated before ASX trading resumes on Wed, Feb 4, 2026 AEST).

Notable Quotes

(No direct quotes were provided in the release.)