HOT CHILI LIMITED ACN 130 955 725

BEFORE DOWNLOADING, PRINTING OR VIEWING THE PROSPECTUS, YOU MUST CAREFULLY READ THE TERMS SET OUT IN THIS NOTICE

Important information

This is an important document that should be read in its entirety.  If you do not understand it or are in doubt as to the course you should follow, you should consult your stockbroker, accountant or professional adviser. 

Hot Chili Limited ACN 130 955 725 (Company) has lodged a Replacement Prospectus dated 23 March 2010 (Prospectus) with the Australian Securities and Investments Commission (ASIC) for an offer of 30,000,000 shares at an issue price of 20 cents each to raise $6,000,000 with provisions to accept over-subscription for up to a further 10,000,000 shares to raise up to a further $2,000,000, to raise a maximum of $8,000,000 (Offer).

Lodgement of Prospectus with ASIC

The paper form of the Prospectus has been lodged with ASIC.

Application pursuant to Application Form only

An Application for Shares (as defined in the Prospectus) offered under the Prospectus can only be made by completing the Application Form attached to or accompanying the Prospectus and then lodging the Application Form and the Application Monies in accordance with the instructions set out in the Prospectus and the Application Form.  

Warnings

The Corporations Act prohibits any person from passing onto another person an Application Form unless it is attached to a hard copy of the Prospectus or it accompanies the complete and unaltered version of the Prospectus (whether in paper or electronic form).  The Company will not accept a completed Application Form if it has reason to believe that you have not received a complete and unaltered copy of the Prospectus or if it has reason to believe that Application Form has been altered or tampered with in any way.  If you are accessing an electronic copy of the Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form.  If not, please contact the Company. 

For legal reasons, the information and electronic Prospectus provided by this website is only available to persons accessing this website from within AUSTRALIA ONLY.  If you are accessing this website from anywhere outside Australia, please DO NOT download the electronic Prospectus accessible through this website.

This Prospectus does not constitute an offer of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or make the offer.  It is the responsibility of any applicant outside Australia to ensure compliance with all laws of any country relevant to their applications, and any such applicant should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed to enable them to apply for and be allotted any securities.

No action has been taken to register, qualify or otherwise permit the offer in any jurisdiction outside Australia.

No person is authorised to give information or to make any representation in relation to the Offer which is not contained in the Prospectus and such information may not be relied upon as having been authorised by the directors of the Company.  D.J. Carmichael Pty Limited and Carmichael Corporate Pty Ltd (jointly referred to as DJ Carmichael) are the joint lead managers, sponsoring brokers and corporate advisers to the Company.  Neither DJ Carmichael nor any of its officers accept any liability or responsibility in respect of the Prospectus or the Offer.

Acknowledgements

By accessing the Prospectus (by clicking on the link below) you acknowledge that you:

• have read, understood and agreed to the terms and conditions set out above; and
• are an Australian resident and that you are downloading the Prospectus in Australia.

You have read, understood and agreed to the above terms and conditions, and acknowledge that you are an Australian resident downloading the Prospectus in Australia?

Hot Chili Limited

Prospectus

11. Glossary of terms

 

10 ADDITIONAL INFORMATION 10.11 INTERESTS OF EXPERTS AND ADVISERS OTHER THAN AS SET OUT BELOW OR ELSEWHERE IN THIS PROSPECTUS, ALL OTHER PERSONS NAMED IN THIS PROSPECTUS AS PERFORMING A FUNCTION IN A PROFESSIONAL, ADVISORY OR OTHER CAPACITY IN CONNECTION WITH THE PREPARATION OR DISTRIBUTION OF THIS PROSPECTUS DO NOT HAVE, AND HAVE NOT HAD IN THE TWO YEARS BEFORE THE DATE OF THIS PROSPECTUS, ANY INTEREST IN: (A) (B) (C) THE FORMATION OR PROMOTION OF THE COMPANY; PROPERTY ACQUIRED OR PROPOSED TO BE ACQUIRED BY THE COMPANY IN CONNECTION WITH ITS FORMATION OR PROMOTION OR THE OFFER; OR THE OFFER, AND NO AMOUNTS HAVE BEEN PAID OR AGREED TO BE PAID (WHETHER IN CASH, SHARES OR OTHERWISE) AND NO OTHER BENEFIT HAS BEEN GIVEN OR AGREED TO BE GIVEN TO ANY OF THOSE PERSONS FOR SERVICES PROVIDED BY THOSE PERSONS IN CONNECTION WITH THE FORMATION OR PROMOTION OF THE COMPANY OR THE OFFERS. DJ CARMICHAEL IS ACTING AS LEAD MANAGER, SPONSORING BROKER AND CORPORATE ADVISER TO THE OFFER AND WILL BE ENTITLED TO RECEIVE A FEE OF 6% OF THE TOTAL AMOUNT RAISED UNDER THIS PROSPECTUS, TOGETHER WITH THE RE-IMBURSEMENT OF ANY EXPENSES THAT THEY INCUR ASSOCIATED WITH THE OFFER. DJ CARMICHAEL WILL ALSO BE ENTITLED TO BE GRANTED THAT NUMBER OF OPTIONS EQUAL TO 1% OF THE NUMBER OF SHARES ISSUED UNDER THIS PROSPECTUS. IN ADDITION, DJ CARMICHAEL HAVE BEEN PAID OR IS ENTITLED TO BE PAID APPROXIMATELY $40,000 (PLUS GST) AND HAVE BEEN GRANTED 340,000 OPTIONS FOR SERVICES PROVIDED TO THE COMPANY IN THE PERIOD TWO YEARS PRIOR TO THE DATE OF THIS PROSPECTUS. FURTHER DETAILS OF THE INTERESTS OF DJ CARMICHAEL ARE SET OUT IN SECTION 9.5. DIRECTORS AND EMPLOYEES OF DJ CARMICHAEL HOLD SECURITIES IN THE COMPANY. MCKENZIE MONCRIEFF LAWYERS HAS ACTED AS SOLICITORS TO THE COMPANY IN RELATION TO THE OFFER AND LEGAL DUE DILIGENCE ENQUIRIES IN RESPECT OF THE COMPANY AND IS ENTITLED TO BE PAID UP TO $50,000 (PLUS GST) IN RESPECT OF THESE SERVICES. IN ADDITION, MCKENZIE MONCRIEFF LAWYERS HAS BEEN PAID OR IS ENTITLED TO BE PAID APPROXIMATELY $11,500 (PLUS GST) FOR LEGAL SERVICES PROVIDED TO THE COMPANY IN THE PERIOD TWO YEARS PRIOR TO THE DATE OF THIS PROSPECTUS. NÚÑEZ MUÑOZ HAS ACTED AS SOLICITORS REPORTING ON MINING RIGHTS AND IS ENTITLED TO BE PAID UP TO $50,000 IN RESPECT OF THESE SERVICES. IN ADDITION, NÚÑEZ MUÑOZ HAS BEEN PAID OR IS ENTITLED TO BE PAID $536,620 FOR LEGAL SERVICES PROVIDED TO THE COMPANY IN THE PERIOD TWO YEARS PRIOR TO THE DATE OF THIS PROSPECTUS. MR ALLEN J. MAYNARD, OF AL MAYNARD & ASSOCIATES PTY LTD, HAS PREPARED THE INDEPENDENT GEOLOGIST’S REPORT. THE COMPANY HAS PAID OR WILL PAY AN AMOUNT OF APPROXIMATELY $35,000 FOR THESE SERVICES. RSM BIRD CAMERON CORPORATE PTY LTD HAS PREPARED THE INVESTIGATING ACCOUNTANT’S REPORT. THE COMPANY HAS PAID OR WILL PAY AN AMOUNT OF APPROXIMATELY $25,000 FOR ACCOUNTING SERVICES AND THE INVESTIGATING ACCOUNTANT’S REPORT. RSM BIRD CAMERON PARTNERS ACTS AS AUDITOR OF THE COMPANY AND HAS BEEN PAID $26,834 (PLUS GST) FOR THE PROVISION OF PROFESSIONAL SERVICES IN RELATION TO THE AUDITING OF THE FINANCIAL STATEMENTS OF THE COMPANY AND OTHER PROFESSIONAL SERVICES IN THE PERIOD TWO YEARS PRIOR TO THE DATE OF THIS PROSPECTUS. 10.12 DIRECTORS’ STATEMENT EACH DIRECTOR OF THE COMPANY HAS CONSENTED TO THE LODGEMENT OF THIS PROSPECTUS WITH ASIC AND HAS NOT WITHDRAWN THAT CONSENT. THIS PROSPECTUS IS SIGNED FOR AND ON BEHALF OF THE COMPANY PURSUANT TO A RESOLUTION OF THE BOARD BY: CHRISTIAN ERVIN EASTERDAY, MANAGING DIRECTOR FOR AND ON BEHALF OF THE COMPANY 23 MARCH 2010 140

141 HOT CHILI LIMITED PROSPECTUS

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