Hot Chili LimitedASX: HCH

Hot Chili Secures US$15 Million Via Amendment Agreement with OR Royalties Inc.

· Issued by Hot Chili Limited via CNW

La Verde Added to Costa Fuego Royalty Footprint

PERTH, Australia, July 7, 2026 /CNW/ -Hot Chili Limited (ASX: HCH) (TSXV: HCH) (OTCQX: HHLKF) ("Hot Chili" or "Company") is pleased to announce the execution of a binding Amended and Restated Investment Agreement (the "A&R Investment Agreement") with OR Royalties Inc., formerly Osisko Gold Royalties Ltd ("OR") pursuant to which the Company has agreed to grant to OR a Net Smelter Return ("NSR") royalty on the Company's La Verde Project, as part of the broader Costa Fuego Cu-Au Project ("Costa Fuego" or "the Project"), in consideration for cash payment of US$15 million.

The A&R Investment Agreement brings total royalty consideration under the OR royalty arrangement to US$30 million (see the Company's press releases dated 28 June 2023, and 26 July 2023) with Hot Chili to receive US$15 million ("Royalty Consideration") at closing of the transactions contemplated by the A&R Investment Agreement. Closing remains subject to the satisfaction or waiver of certain customary conditions precedent for a transaction of this nature and is expected to occur in July 2026.

Highlights

  • US$15 million in additional non-dilutive funding brings total OR royalty consideration to US$30 million, with proceeds directed toward La Verde and broader Costa Fuego advancement.

  • La Verde added to OR's royalty footprint, a pre-resource asset, representing a significant endorsement by one of North America's most technically rigorous royalty companies.

  • The original 2023 OR royalty arrangement for Costa Fuego was executed at the time of the Company's published Preliminary Economic Assessment ("PEA") in June 2023, which was underpinned by a then current 725 Mt Indicated Mineral Resource Estimate ("MRE") for Costa Fuego (effective March 2022). La Verde currently carries no defined MRE, making OR's commitment of a further US$15M to its royalty arrangement a compelling statement on district scale exploration and resource potential.

  • The Company has subsequently updated its mineral resources to a 798 Mt Indicated Mineral Resource (effective 26 February 2024), which formed the basis of the Preliminary Feasibility Study ("PFS") completed in March 2025 and filed on SEDAR+ on 9 May 2025. The 2023 PEA has been superseded by the 2025 PFS and should no longer be relied upon.

  • Updated Change of Control Buyback prior to the fourth anniversary of the original royalty closing. The OR NSR can be reduced to 0.5% NSR royalty on copper and 2.5% NSR royalty on gold.

  • OR to have a Right of First Offer ("ROFO") with respect to the sale of any future royalty, stream, or similar interests by Hot Chili.

  • Clear "look-through" value given the OR royalty is equivalent to a 1.12% CuEq1 NSR royalty across payable metals for a total consideration of US$30 million, and Hot Chili's current market capitalisation of approximately US$280 million.

  • Strong Funding Approach with A$40 million equity funding in February 2026 followed by expected closing of non-dilutive US$15 million (approx A$21.3 million) OR A&R Investment Agreement in July 2026.

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