Hot Chili Closes A$24.9 Million Private Placement and Announces Full Underwriting of A$5 Million Share Purchase Plan
Hot Chili Closes A$24.9 Million Private
Placement and Announces Full Underwriting of
A$5 Million Share Purchase Plan
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
Positioning for Near-Term, Meaningful, Copper Production
PERTH, Australia
,
May 9, 2024
/CNW/ - Hot Chili Limited (ASX: HCH) (TSXV: HCH) (OTCQX:
HHLKF) ("Hot Chili" or the "Company") is pleased to announce that it has closed its previously
announced private placement (the "Placement") to institutional, professional, and other investors
consisting of the issue of 24,900,000 new fully paid ordinary shares ("Shares") at an offer price of
A$1.00
(C$0.89)
per Share for aggregate gross proceeds of approximately
A$24.9 million
(or
approximately
C$22.2 million
).
Veritas Securities Limited and Cormark Securities Inc. acted as joint lead managers (together, the
"JLMs") and BMO Capital Markets and Beacon Securities Limited acted as co-managers to the
Placement.
Proceeds from the Placement and the SPP Offer (each as further described below), in addition to
existing treasury, will provide up to 18 months funding to be used for the completion of the Costa
Fuego Pre-Feasibility Study, completion of the Water Supply Business Case Study, completion of
the Costa Fuego Environmental Impact Assessment, ongoing exploration, drilling and consolidation
activities, and for general working capital purposes.
Details of the Placement
The Placement was completed under an offer to investors who qualify as professional or
sophisticated investors under section 708(8), (10) and (11) of the
Corporations Act 2001
(Cth) for
aggregate gross proceeds of
A$17,150,000
from the sale of 17,150,000 Shares, and by way of
private placement in reliance on the "listed issuer financing exemption" from the prospectus
requirements available under Part 5A of National Instrument 45-106 –
Prospectus Exemptions
(the
"LIFE Offering") in each of the provinces and territories of
Canada
, other than
Quebec
, and other
permitted jurisdictions, for aggregate gross proceeds of
C$6,897,500
(A$7,750,000)
or 7,750,000
Shares.
The Shares under the LIFE Offering were also sold in
the United States
pursuant to exemptions from
the prospectus registration requirements of the United States Securities Act of 1933, as amended,
("1933 Act"), and applicable U.S. state securities laws, and in those other jurisdictions outside of
Australia
,
Canada
and
the United States
provided that no prospectus filing or comparable obligation,
ongoing reporting requirement or requisite regulatory or governmental approval arises in such other
jurisdictions.
The Shares issued under the Placement are not subject to a hold period pursuant to applicable
Canadian securities laws. The Placement remains subject to the final acceptance of the TSXV.
The Company paid to the Agents a cash commission equal to 6.0% of the gross proceeds of the
Placement and, subject to the approval of Hot Chili shareholders in accordance with ASX Listing
Rule 7.1, will issue to the Agents such number of non-transferable and unlisted options in the
Company (the "Broker Options") as is equal to 6.0% of the number of Shares issued under the
Placement. Upon issuance, each Broker Option will be exercisable to acquire one Share at a price
of
A$1.50
per Share on or before the date that is 24 months following the date of issue of the
Broker Options.
A total of 12,955,480 new Shares were issued within the Company's 15% placement capacity under
Australian Securities Exchange ("ASX") listing rule 7.1 and a total of 11,944,520 new Shares were
issued within the Company's additional 10% placement capacity under ASX listing rule 7.1A.
An Appendix 2A with details of the issue of new Shares accompanies this notice.
The Company gives the following cleansing notice under sections 708A(5)(e) and 708A(6) of the
Corporations Act 2001
(Cth) ("Corporations Act") that:
1.
The new Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act.
2.
As the date of this notice, the Company has complied with:
a.
the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and
b.
section 674 and 674A of the Corporations Act.
3.
As at the date of this notice, there is no information to be disclosed which is "excluded information", as defined in sections 708A(7) or 708A(8) of the Corporations Act.
Share Purchase Plan Offer
Full details of the previously announced SPP will be set out in an offer document for the SPP (SPP
Offer Document) which is expected to be released to the ASX and dispatched to Eligible
Shareholders on Friday,
10 May 2024
.
The SPP has now been fully underwritten by Veritas Securities Limited. Any SPP shortfall shares
issued under this underwriting will be issued using the Company's available placement capacity
pursuant to ASX listing rule 7.1. Details of the underwriting agreement entered into between the
Company and the Underwriter will be set out in the SPP Offer Document.
The SPP Offer period will open on Friday,
10 May 2024
and is expected to close at
5pm WST on
Friday
,
24 May 2024
.
This announcement is authorised by the Board of Directors for release to ASX and TSXV.
Hot Chili's Managing Director and Chief Executive Officer Mr
Christian Easterday
is
responsible for this announcement and has provided sign-off for release to the ASX and
TSXV.
For more information please contact:
Christian Easterday
Managing Director – Hot Chili
Tel: +61 8 9315 9009
Email:
Penelope Beattie
Company Secretary – Hot Chili
Tel: +61 8 9315 9009
Email:
Harbor Access
Investor & Public Relations (Canada)
Email:
Email:
or visit Hot Chili's website at
www.hotchili.net.au
US Securities Laws
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall
there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful, including any of the securities in
the United States
. The securities have not been
and will not be registered under the 1933 Act or any state securities laws, and may not be offered
or sold within
the United States
unless registered under the 1933 Act and applicable state securities
laws, or an exemption from such registration requirements is available.
Forward Looking Statements
This news release contains certain statements that are "forward-looking information" within the
meaning of Canadian securities legislation and Australian securities legislation (each, a "forward-
looking statement"). Forward-looking statements reflect the Company's current expectations,
forecasts, and projections with respect to future events, many of which are beyond the Company's
control, and are based on certain assumptions. No assurance can be given that these expectations,
forecasts, or projections will prove to be correct, and such forward-looking statements included in
this news release should not be unduly relied upon. Forward-looking information is by its nature
prospective and requires the Company to make certain assumptions and is subject to inherent risks
and uncertainties. All statements other than statements of historical fact are forward-looking
statements. The use of any of the words "advance", "believe", "complete", "could", "create",
"estimate", "expect", "fully funded", "growth", "may", "plan", "project", "should", "will", "would",
variants of these words, and similar expressions are intended to identify forward-looking statements.
The forward-looking statements within this news release are based on information currently available
and what management believes are reasonable assumptions. Forward-looking statements speak
only as of the date of this news release. In addition, this news release may contain forward-looking
statements attributed to third-party industry sources, the accuracy of which has not been verified by
the Company.
In this news release, forward-looking statements relate, among other things, to: the use of proceeds
from the Placement and the SPP Offer, the Company's ability to obtain all regulatory approvals, and
timing and ability to complete the SPP Offer.
Forward-looking statements involve known and unknown risks, uncertainties, and other factors,
which may cause the actual results, performance, or achievements of the Company to be materially
different from any future results, performance or achievements expressed or implied by the forward-
looking statements. A number of factors could cause actual results to differ materially from a
conclusion, forecast or projection contained in the forward-looking statements in this news release,
including, but not limited to, the following material factors: obtaining all regulatory approvals;
operational risks; risks related to the cost estimates of exploration; sovereign risks associated with
the Company's operations in
Chile
; changes in estimates of mineral resources of properties where
the Company holds interests; recruiting qualified personnel and retaining key personnel; future
financial needs and availability of adequate financing; fluctuations in mineral prices; market volatility;
exchange rate fluctuations; ability to exploit successful discoveries; the production at or performance
of properties where the Company holds interests; ability to retain title to mining concessions;
environmental risks; financial failure or default of joint venture partners, contractors or service
providers; competition risks; economic and market conditions; and other risks and uncertainties
described elsewhere in this news release and elsewhere in the Company's public disclosure record.
Although the forward-looking statements contained in this news release are based upon assumptions
which the Company believes to be reasonable, the Company cannot assure investors that actual
results will be consistent with these forward-looking statements. With respect to forward-looking
statements contained in this news release, the Company has made assumptions regarding: receipt
of all regulatory approvals; the risks related to the use of proceeds from the Placement; market
volatility; negative effects of dilution on the market price of the Company's ordinary shares; the
ability to obtain permits for operations; sovereign risks associated with the Company's foreign
operations; the risks related to political instability and expropriation; the uncertainty of the economic
viability and estimation of mineral resources; the future price of minerals, including gold, copper, and
silver; success of the exploration activities and the specifications, targets, results, analyses,
interpretations, benefits, costs and timing of them; currency exchange rate fluctuations; prospects,
projections and success of the Company and its projects; assumptions, limitations and qualifications
in the Costa Fuego technical report; the timing and ability of the Company to receive necessary
regulatory approvals; environmental risks; labour and employment risks; planned exploration
programs and expenditures; current conditions and expected future developments; current
information available to the management of the Company; the general business and prospects of the
Company, as well as other considerations that are believed to be appropriate in the circumstances.
The Company has included the above summary of assumptions and risks related to forward-looking
information provided in this news release to provide investors with a more complete perspective on
the Company's future operations, and such information may not be appropriate for other purposes.
The Company's actual results, performance or achievement could differ materially from those
expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can
be given that any of the events anticipated by the forward-looking statements will transpire or occur,
or if any of them do so, what benefits the Company will derive therefrom.
For additional information with respect to these and other factors and assumptions underlying the
forward-looking statements made herein, please refer to the public disclosure record of the
Company, including the Company's most recent Annual Report, which is available on SEDAR+ (
www.sedarplus.ca
) under the Company's issuer profile. New factors emerge from time to time, and
it is not possible for management to predict all those factors or to assess in advance the impact of
each such factor on the Company's business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in any forward-looking
statement.
The forward-looking statements contained in this news release are expressly qualified by the
foregoing cautionary statements and are made as of the date of this news release. Except as may
be required by applicable securities laws, the Company does not undertake any obligation to publicly
update or revise any forward-looking statement to reflect events or circumstances after the date of
this news release or to reflect the occurrence of unanticipated events, whether as a result of new
information, future events or results, or otherwise. Investors should read this entire news release
and consult their own professional advisors to ascertain and assess the income tax and legal risks
and other aspects of an investment in the Company.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this news release. No stock exchange, securities commission or other regulatory authority has
approved or disapproved the information contained herein.
SOURCE
Hot Chili Limited
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http://www.newswire.ca/en/releases/archive/May2024/09/c5843.html
%SEDAR: 00053528E
CO: Hot Chili Limited
CNW 12:21e 09-MAY-24