Mr. Christian Easterday reports
HOT CHILI SECURES US$15 MILLION VIA AMENDMENT AGREEMENT WITH OR ROYALTIES INC.
Hot Chili Ltd. has executed a binding amended and restated investment agreement with OR Royalties Inc., formerly Osisko Gold Royalties Ltd., 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 copper-gold project, in consideration for cash payment of $15-million (U.S.).
The amended and restated investment agreement brings total royalty consideration under the OR royalty arrangement to $30-million (U.S.) (see the company's press releases dated June 28, 2023, and July 26, 2023) with Hot Chili to receive $15-million (U.S.) at closing of the transactions contemplated by the amended and restated 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:
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$15-million (U.S.) in additional non-dilutive financing brings total OR royalty consideration to $30-million (U.S.), with proceeds directed toward La Verde and broader Costa Fuego advancement;
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La Verde added to OR's royalty footprint, a preresource asset, representing a significant endorsement by one of North America's most technically rigorous royalty companies;
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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-million-tonne 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 $15-million (U.S.) to its royalty arrangement a compelling statement on district-scale exploration and resource potential;
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The company has subsequently updated its mineral resources to a 798-million-tonne indicated mineral resource (effective Feb. 26, 2024), which formed the basis of the preliminary feasibility study (PFS) completed in March, 2025, and filed on SEDAR+ on May 9, 2025. The 2023 PEA has been superseded by the 2025 PFS and should no longer be relied upon.
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Updated change of control buyback prior to the fourth anniversary of the original royalty closing; the OR NSR royalty can be reduced to 0.5-per-cent NSR royalty on copper and 2.5-per-cent NSR royalty on gold.
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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;
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Clear look-through value given the OR royalty is equivalent to a 1.12-per-cent copper-equivalent NSR royalty across payable metals for a total consideration of $30-million (U.S.), and Hot Chili's current market capitalization of approximately $280-million (U.S.);
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Strong financing approach with $40-million (Australian) equity financing in February, 2026, followed by expected closing of non-dilutive $15-million (U.S.) (approximately $21.3-million (Australian)) OR amended and restated investment agreement in July, 2026.
Hot Chili's managing director, Christian Easterday, commented:
"When OR first invested in Costa Fuego in 2023, they were backing Hot Chili with a published PEA and a 725-million-tonne indicated resource base. This time, they are committing another $15-million (U.S.) to a preresource deposit, which speaks directly to the scale of what we see at La Verde and the potential impact it has for our future Costa Fuego copper-gold production hub.
"This transaction achieves two things simultaneously: It funds the advancement of La Verde without share dilution; and it gives the market a credible third party data point on the value of an asset that has yet to be formally quantified. We look forward to rewarding OR's confidence with results."
Hot Chili's financial adviser is National Bank Financial Inc., and its Canadian legal counsel is Bennett Jones LLP.
Summary of material terms of amendment agreement
The amended and restated investment agreement among Hot Chili, its Chilean subsidiaries holding title to the properties comprising the Costa Fuego project (each a Seller) and OR provides for the purchase by OR of a royalty from each seller, the material terms of which are summarized below.
The company will receive $15-million (U.S.) (approximately $21.3-million (Australian)) royalty consideration at closing of the transactions contemplated by the amended and restated investment agreement, expected in July, 2026.
The directors look forward to an exciting period ahead with three drill rigs in operation at La Verde. The company expects to continue delivering strong news flow ahead of a maiden mineral resource estimate for La Verde and a revised prefeasibility study for Costa Fuego.
Qualifying statements
The scientific and technical information contained in this news release has been reviewed and approved by Christian Easterday, MAIG, Hot Chili's managing director, who is a qualified person as defined in National Instrument 43-101, Standards of Disclosure for Mineral Projects.
Technical report
The scientific and technical information contained in this announcement with respect to Costa Fuego is supported by the technical report titled "Costa Fuego Copper Project NI 43-101 Technical Report Preliminary Feasibility Study," dated May 9, 2025, with an effective date of March 27, 2025, prepared by Wood Australia Pty. Ltd., a copy of which is available on SEDAR+ under the company's issuer profile. Reference should be made to the full text of the technical report for a complete description of assumptions, qualifications and procedures associated with the technical information summarized herein.
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