/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
PERTH,
Australia, May 1, 2024
/CNW/ - Hot Chili Limited (ASX: HCH) (TSXV: HCH) (OTCQX: HHLKF)
("Hot Chili" or the "Company") is pleased to announce it 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 A$29.9
million.
Proposed Placement
The Company has appointed Veritas Securities Limited and Cormark
Securities Inc. as joint lead managers ("JLMs") and BMO Capital
Markets, as co-manager (together with the JLMs, the "Agents"), to
raise up to A$29.9 million ("Capital
Raising") on a "best endeavours basis" by way of a private
placement ("Placement") of up to 29,860,000 new fully paid ordinary
shares ("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%
placement capacities under Australian Securities Exchange ("ASX")
listing rules 7.1 and 7.1A.
The Shares will be issued at a price of A$1.00 per Share (C$0.89) per Share and will rank equally with all
other Shares currently on issue.
The issue price of A$1.00 per
Share represents an approximate 20% discount to the Company's last
closing price and an approximate 18.6% discount to the 10-day
volume weighted average price of Hot Chili shares traded on ASX
prior to the Company entering into a trading halt on 1 May 2024.
The issue of the Shares under the Placement is expected to occur
on 9 May 2024, 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 (C'h).
The Placement is being made in Canada by way of private placement in reliance
on the "listed issuer financing exemption" from the prospectus
requirements (the "LIFE Exemption") available under Part 5A
of National Instrument 45-106 – Prospectus Exemptions
("NI 45-106") in each of the provinces and territories of
Canada, other than Quebec, for aggregate gross proceeds of up to
C$10,000,000 (A$11,235,955) or up to approximately 11,235,955
Shares (the "Canadian Offering"). The Shares issued pursuant to the
LIFE Exemption under the Canadian Offering will not be subject to a
hold period pursuant to applicable Canadian securities laws. There
is an offering document related to the Canadian Offering that can
be accessed on SEDAR+ (www.sedarplus.ca) under the Company's
profile and on the Company's website at www.hotchili.net.au.
Prospective investors in the Canadian Offering should read the
offering document before making an investment decision.
The Shares under the Placement may also be offered in
the United States pursuant to
available exemptions from the registration requirements of the
United States Securities Act of 1933, as amended, ("1933 Act"), and
applicable state securities laws, and in those other jurisdictions
outside of Australia, Canada and the
United States provided it is understood that no prospectus
filing or comparable obligation, ongoing reporting requirement or
requisite regulatory or governmental approval arises in such other
jurisdictions.
The Placement remains subject to the receipt of all necessary
approvals, including the approval of the TSX Venture Exchange
("TSXV").
Purpose of Capital Raising and Use of Funds
The Company has been receiving increasing interest from
potential strategic funding parties in its advanced Costa Fuego
copper-gold development and its recently announced Water Supply
Studies. This interest, in combination with a rising copper price
environment, provides confidence to accelerate the Company's growth
and development plans while preserving control of these assets.
Proceeds from the Placement 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.
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, not owned by a major
mining company, that could deliver meaningful new copper supply
this decade.
At the closing of the Placement, the Company will pay 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. 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 issue of the Broker Options.
Further announcement of Placement details
The Company's securities are presently in a trading halt and the
Company will request continuation of the trading halt and voluntary
suspension of trading in its securities on ASX and TSXV until an
announcement regarding the result of the Placement. The Placement
announcement is anticipated to be made prior to commencement of
trading on ASX on Monday, 6 May 2024
(AEST).
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:
admin@hotchili.net.au
|
Penelope
Beattie
Company Secretary – Hot
Chili
|
|
Tel: +61 8 9315
9009
Email:
admin@hotchili.net.au
|
Harbor
Access
Investor & Public
Relations (Canada)
|
|
Email:
graham.farrell@harbor-access.com
Email:
jonathan.paterson@harbor-access.com
|
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
"believe", "could", "estimate", "expect", "may", "plan", "planned",
"planning", "potential", "project", "projections", "should",
"up-scale", "will", "would" 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 terms of the Placement, the use of proceeds
from the Placement, the timing and ability of the Company to close
the Placement, the Company's ability to obtain all regulatory,
including the approval of the TSXV, and shareholder approvals,
certain fees and commissions payable under the Placement, and
timing and ability to complete the Company's stated business
objectives.
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 and shareholder approvals for the
Placement; 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: completion of
the Placement; regulatory approval for the Placement; 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