PERTH, Australia , Feb. 13, 2026 /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 placement (the "Placement") of shares to institutional, professional, and other investors consisting of the issue of 24,242,425 new fully paid ordinary shares ("Shares") at an offer price of A$1.65 (C$1.56) per Share for aggregate gross proceeds of approximately A$40 million.

The Placement is intended to support Costa Fuego's position as one of the few globally significant copper projects not controlled by major mining companies, with the potential to contribute substantially to new copper supply this decade.

Veritas Securities Limited, ATB Cormark Capital Markets and Desjardins Capital Markets acted as joint lead managers ("JLMs") and BMO Capital Markets, as a co-manager (together with the JLMs, the "Agents"), to the Placement.

Hot Chili's Managing Director Christian Easterday said:

"We are very happy to have our three largest shareholders (Glencore, Blue Spec and GS Group) participate in the private placement, which was oversubscribed and strongly supported by Australian, North American and overseas institutional investors.

"The Company is now well funded to lift Costa Fuego's scale and economics through the integration of our third major coastal copper-gold discovery (La Verde) and secure the Projects timing for near-term production through the submission of an environmental impact assessment this year.

"We look forward to strong news flow ahead across drilling, corporate and development workstreams."

Details of the Placement

The Placement was completed (i) under an offer to investors who qualify as institutional, professional and sophisticated investors for the purposes of sections 708(8), (10) and (11) of the Corporations Act 2001 (Cth) for aggregate gross proceeds of A$21,796,002 from the sale of 13,209,698 Shares, and (ii) 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, 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, and other permitted jurisdictions, for aggregate gross proceeds of C$17,211,054 (A$18,204,000) from the sale of 11,032,727 Shares.

The Shares under the LIFE Offering were also sold in those jurisdictions outside of Australia and Canada provided that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions.

The Company paid to the Agents a cash commission equal to 6.0% of the gross proceeds of the Placement and have issued to the Agents 1,212,121 non-transferable and unlisted options in the Company (the "Broker Options"). Each Broker Option is exercisable to acquire one Share at a price of A$2.145 per Share on or before the date that is 30 months following 12 February 2026, being the closing date of the Placement.

A total of 7,698,365 new Shares were issued within the Company's 15% placement capacity under Australian Securities Exchange ("ASX") listing rule 7.1 and a total of 17,756,181 new Shares were issued within the Company's additional 10% placement capacity under ASX listing rule 7.1A.

The Shares issued under the Placement are not subject to a hold period in Canada pursuant to applicable Canadian securities laws. The Placement remains subject to the final acceptance of the TSXV.

Please refer to the Company's announcements of 2 February 2026 and 4 February 2026 for additional details of the Placement.

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:

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. The securities have not been and will not be registered under the U.S. Securities Act of 1933 (the "Act"), or any U.S. state securities laws, and may not be offered or sold in the United States unless registered under the 1933 Act and all applicable U.S. state securities laws, or in compliance with an exemption from such registration requirements.

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", 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 terms of the Placement, the final acceptance of the TSXV, the ability to maintain strategic funding optionality, the potential of Costa Fuego, and timing and ability to complete the Company's stated business objectives, the ability to further define the size, scale and grade of a high-grade starter pit for the Costa Fuego Project.

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: 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: 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 copper, gold 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 current technical report in respect of Costa Fuego; 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