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TSX: ITH) (NYSE American: THM) today announced the pricing and upsizing of its previously announced public offering of 29,280,000 common shares, no par value, of the Company (the "Common Shares") in the United States (the "Offering") at a price to the public of US$2.22 per Common Share. In connection with the Offering, Paulson & Co. Inc. has entered into an agreement to purchase US$40 million of Common Shares in a private placement (the "Concurrent Private Placement") at the public offering price of the Offering.
The gross proceeds to the Company from the Offering and the Concurrent Private Placement, before deducting commissions and expenses and other expenses, will be approximately US$105 million.
The Company expects to use the net proceeds of the Offering and the Concurrent Private Placement to fund the exploration and development of the Livengood Gold Project, including drilling, metallurgical studies, feasibility studies, technical studies, baseline environmental studies, detailed engineering in support of permitting, permitting, legal support, community engagement, mineral lease and land payments, acquisitions and general corporate purposes.
The Common Shares will be offered by the Company with BMO Capital Markets acting as lead book-running manager and National Bank of Canada Capital Markets, RBC Capital Markets, Cantor and Scotiabank acting as book-running managers (collectively, the "Underwriters").
The Company has granted the Underwriters an option (the "Option") to purchase up to an additional 4,392,000 Common Shares representing up to 15% of the number of Common Shares to be sold pursuant to the Offering. The Underwriters will have 30 days from the date of the underwriting agreement to exercise the Option, which if exercised, would result in total gross proceeds to the Company of approximately US$115 million.
The Offering is expected to close on or about January 27, 2026.
The Offering to the public in the United States is being made pursuant to the Company's effective shelf registration statement on Form S-3, including a base prospectus, previously filed with the Securities and Exchange Commission (the "SEC"). The Offering in the United States will be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. You may obtain these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and the base prospectus may be obtained from BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036. The Offering may also be conducted in Canada and in offshore jurisdictions on a private placement basis in accordance with applicable securities laws. The Company intends to rely on the exemption in section 602.1 of the TSX Company Manual in respect of the Offering and the Concurrent Private Placement as an eligible interlisted issuer.
The consummation of the Concurrent Private Placement is subject to customary closing conditions, including the completion of the Offering, but the Offering is not contingent upon the consummation of the Concurrent Private Placement. We expect the Concurrent Private Placement to close substantially concurrently with the closing of the Offering. However, we cannot assure you that the Concurrent Private Placement will be completed. The sale of the Common Shares under the Concurrent Private Placement will not be registered under the Securities Act of 1933, as amended.
This news release does not constitute an offer to sell or the solicitation of an offer to buy Common Shares, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release that are not statements of historical or current fact constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and "forward-looking information" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of the Company to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements containing the terms "intends," "estimates," "may," "might", "will," or other similar expressions to be uncertain and forward-looking. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The forward-looking statements in this press release include statements regarding: the closing of the Offering and Concurrent Private Placement; the granting of the Option; the anticipated use of proceeds from the Offering and Concurrent Private Placement; and the occurrence of the expected benefits from the anticipated use of proceeds from the Offering and Concurrent Private Placement. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, including, without limitation: (i) that the current exploration, development, environmental and other objectives concerning the Livengood Gold Project can be achieved and that the Company's other corporate activities will proceed as expected and (ii) that general business and economic conditions will not change in a materially adverse manner; and (iii) that permitting and operations costs will not materially increase. The foregoing list of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors detailed in the "Forward-Looking Statements," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 and the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 and other documents that have been and will be filed by the Company from time to time with the SEC and Canadian securities regulators. All forward-looking statements contained in this press release speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable securities laws.
About International Tower Hill Mines Ltd.
International Tower Hill Mines Ltd. has a 100% interest in its Livengood Gold Project located along the paved Elliott Highway, 70 miles north of Fairbanks, Alaska.
On behalf of
International Tower Hill Mines Ltd.
(signed) Karl L. Hanneman
Chief Executive Officer
SOURCE International Tower Hill Mines Ltd.
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