Hot Chili arranges $40M (Australian) private placement

Mr. Christian Easterday reports HOT CHILI TO UNDERTAKE A CAPITAL RAISING BY PRIVATE PLACEMENT Hot Chili Ltd. has engaged joint lead managers to undertake a capital raising by way of a placement of shares to institutional, professional and other investors to raise up to approximately $40.0-million (Australian). Proposed placement The company has appointed Veritas Securities Ltd., Cormark Securities Inc. and Desjardins Capital Markets as joint lead managers and BMO Capital Markets as co-manager to raise up to approximately $40.0-million (Australian) on a best endeavour basis by way of a private placement of up to 24,274,600 new fully paid ordinary shares offered to institutional, professional and other investors. The issue of the shares under the placement will not be subject to shareholder approval and will be made within the company's 25-per-cent placement capacities under Australian Securities Exchange listing rules 7.1 and 7.1A. The shares will be issued at a price of $1.65 (Australian) per share ($1.56 per share) and will rank equally with all other shares currently on issue. The issue price of $1.65 (Australian) per share represents an approximate 15.0-per-cent discount to the company's last closing price and an approximate 13.6-per-cent discount to the five-day volume-weighted average price of Hot Chili shares traded on the ASX prior to the company entering into a trading halt on Feb. 2, 2026. The issue of the shares under the placement is expected to occur on Feb. 12, 2026, or on such other date as the company and the JLMs may agree. The placement is being made in Australia under an offer to investors who qualify as professional or sophisticated investors under sections 708(8), (10) and (11) of the Corporations Act 2001. The placement is being made in Canada on a private placement basis pursuant to Part 5A of National Instrument 45-106 (Prospectus Exemptions) as amended and supplemented by Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption) in each of the provinces and territories of Canada, other than Quebec, for aggregate gross proceeds of up to $20,000,136 (approximately $21,101,642 (Australian)) or up to 12,820,600 shares. The shares issued pursuant to the listed issuer financing exemption under the Canadian placing will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an offering document related to the Canadian placing that can be accessed on SEDAR+ under the company's profile and on the company's website. Prospective investors in the Canadian placing should read the offering document before making an investment decision. The placement remains subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. Purpose of capital raising and use of funds The placement aims to increase Hot Chili's trading liquidity on the TSX Venture Exchange and maintain the company's strategic financing optionality while ensuring Costa Fuego remains one of a limited number of globally significant copper developments, not owned by a major mining company, that could deliver meaningful new copper supply this decade. Proceeds from the placement will provide financing to aggressively accelerate La Verde copper-gold discovery to establish a maiden mineral resource and further define the potential size, scale and grade of a high-grade starter pit for the Costa Fuego project, development of the company's Huasco water project, commencement of the Costa Fuego feasibility study, completion and submission of the Costa Fuego environmental impact assessment, continuing exploration, strategic financing activities, and for general working capital purposes. At the closing of the placement, the company will pay to the agents a cash commission equal to 6.0 per cent of the gross proceeds of the placement and will issue to the agents such number of non-transferable and unlisted options in the company as is equal to 5.0 per cent of the number of shares issued under the placement. Each broker option will be exercisable to acquire one share at a price of $2.145 (Australian) per share on or before the date that is 30 months following the issue of the broker options. Further announcement of placement details The company's securities will continue to be in trading halt on the ASX and the TSX-V until an announcement regarding the result of the placement. The placement announcement is anticipated to be made prior to commencement of trading on the ASX on Wednesday, Feb. 4, 2026, Australian Eastern Standard Time. We seek Safe Harbor.