International Tower Hill Mines Ltd New【ITH】株式ニュース

International Tower Hill Mines Closes Upsized US$115 Million Equity Financing, including Full Exercise of Underwriters' OptionJanuary 27, 2026 10:50 PM
PR Newswire (Canada)

VANCOUVER, BC, Jan. 27, 2026 /CNW/ - International Tower Hill Mines Ltd. (the "Company") - (TSX: ITH) (NYSE American: THM) today announced that it has closed its previously announced upsized public offering (the "Offering") of 33,672,000 common shares, no par value, of the Company (the "Common Shares"), which includes 4,392,000 Common Shares issued pursuant to the full exercise by the Underwriters (as defined below) of their option to purchase additional Common Shares. The Offering was priced at a price to the public of US$2.22 per Common Share, resulting in gross proceeds of US$74.8 million to the Company, before deducting underwriting discounts and estimated offering expenses. Concurrent with the closing of the Offering, the Company closed its US$40 million private placement (the "Concurrent Private Placement") of 18,018,018 Common Shares to Paulson & Co. Inc. at the public offering price of the Offering, resulting in total gross proceeds from the Offering and the Concurrent Private Placement to the Company of US$114.8 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.BMO Capital Markets acted as lead book-running manager and National Bank of Canada Capital Markets, RBC Capital Markets, Cantor and Scotiabank acted as book-running managers (collectively, the "Underwriters") for the Offering.The Offering to the public in the United States was 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 was 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 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 was also conducted in Canada and in offshore jurisdictions on a private placement basis in accordance with applicable securities laws. The Company relied on the exemption in section 602.1 of the TSX Company Manual in respect of the Offering and the Concurrent Private Placement, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted issuers listed on a recognized exchange, including NYSE American.On January 27, 2026, after the closing of the Offering, Paulson subscribed to purchase an additional 1,501,982 Common Shares ("Additional Paulson Shares") at a price per Common Share of US$2.22, for additional proceeds of $3.3 million to the Company, representing a proportional increase to Paulson's investment to account for the upsize in the Offering and exercise of the corresponding Underwriters' option (the "Subsequent Private Placement," and together with the Concurrent Private Placement, the "Private Placement""). The consummation of the Subsequent Private Placement is subject to customary closing conditions, including applicable stock exchange approvals. The sale of the Additional Paulson Shares will not be registered under the Securities Act of 1933, as amended. The proceeds of the Subsequent Private Placement will be used for the same purpose as the proceeds of the Offering and the Concurrent Private Placement. The Company intends to rely on the exemption in section 602.1 of the TSX Company Manual in respect of the Subsequent Private Placement, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted issuers listed on a recognized exchange, including NYSE American.As Paulson and certain of the institutional shareholders who participated in the Offering are related parties of the Company within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the issuance of Common Shares to such investors were "related party transactions" within the meaning of MI 61-101. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 on the basis that the fair market value of the Common Shares issued to such persons does not exceed 25% of the Company's current market capitalization. The Company has not filed a material change report more than 21 days before the expected closing of the Private Placement and Offering as the details of the Private Placement and Offering were only finalized shortly before the closing of the Private Placement and the Offering.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 StatementsStatements 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 Subsequent Private Placement; the anticipated use of proceeds; and the occurrence of the expected benefits from the anticipated use of proceeds. 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

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Original: International Tower Hill Mines Closes Upsized US$115 Million Equity Financing, including Full Exercise of Underwriters' Option

Current Report Filing (8-k)
Date : 01/07/2015 @ 12:24PM
Source : Edgar (US Regulatory)
Stock : International Tower Hill Mines, Ltd. Ordinary Shares (Canada) (THM)
Quote : 0.4497 -0.0003 (-0.07%) @ 3:57PM
Current Report Filing (8-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 6, 2015

INTERNATIONAL TOWER HILL MINES LTD.
(Exact Name of Registrant as Specified in Charter)

British Columbia, Canada 001-33638 N/A
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)

1177 West Hastings Street, Suite 2300, Vancouver,
British Columbia, Canada V6E 2K3
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (604) 683-3332

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On January 6, 2015 International Tower Hill Mines Ltd. (the “Company”) reported on the progress made toward optimization of the Livengood Gold Project, Alaska as well as the Company’s plans for metallurgical, field and engineering work for 2015. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description
99.1 Press release of the Company, dated January 6, 2015, regarding the Livengood Gold Project, Alaska.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

International Tower Hill Mines Ltd.
(Registrant)

Dated: January 7, 2015 By: /s/ Thomas Irwin
Name: Thomas Irwin
Title: President and Chief Executive Officer

Exhibit Index

Exhibit No.
Description
99.1 Press release of the Company, dated January 6, 2015, regarding the Livengood Gold Project, Alaska

Exhibit 99.1

International Tower Hill Mines Announces Progress on Livengood Gold Project Optimization and Establishes Work Plans for 2015

VANCOUVER, Jan. 6, 2015 /CNW/ - International Tower Hill Mines Ltd. ("ITH" or the "Company") - (TSX: ITH) (NYSE-MKT: THM) today announces the progress made to date toward optimization of the Livengood Gold Project (Project), an outstanding project in a favorable jurisdiction that remains highly leveraged to the price of gold. The 2014 work has developed an improved production schedule, as compared to the feasibility study that was summarized in the September 4, 2013 NI-43-101 report (September 2013 Study), and generated detailed work plans for 2015. The work plans will include additional metallurgical tests and engineering and focus on all aspects of the Project, including confirmation of the flow sheet and optimizing the operating costs. Once defined, these operating costs (OPEX) will then be used to evaluate and optimize the project configuration and capital costs (CAPEX), including determination of the optimum scale for the Project.

Tom Irwin, CEO, said "We have more work to do, but I am pleased with the progress we made this year and believe 2015's work plans and optimization efforts will allow us to bring the best project forward to prepare for permitting."

Findings from 2014 Work

During 2014, in addition to the mine production scheduling and detailed metallurgical test work review, power supply alternatives were reviewed to determine how changing energy supply dynamics might impact the Project assumptions regarding electrical generation. Construction and operations camp alternatives were reviewed to better define the costs of supporting the manpower requirements for the Project. The Company has also continued to advance environmental baseline work in support of future permitting in order to better position the Project for a construction decision when warranted by market conditions.

Production Scheduling

Work completed by Metal Mining Consultants Inc. of Denver, Colorado (MMC) utilizing Maptek Vulcan MineModeller, WhittleTM Pushback Optimizer and Minemax Scheduler has resulted in revised production schedules for the Project at throughputs ranging from 11,250 to 90,000 tonnes/day. At the 90,000 tonnes/day case (the same throughput as in the 100,000 ton/day case used in the September 2013 Study), the revised production schedule is shown in Table 1.

Table 1: MMC Optimized Production Schedule at 90,000 tonnes/day

Total Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12
tonnes 386,788,771 26,600,000 33,300,000 33,300,000 33,300,000 33,300,000 33,300,001 33,300,000 33,300,000 33,300,002 33,300,000 31,312,355 29,176,413
Au g/tonne 0.77 0.90 0.84 0.92 0.84 0.77 0.77 0.75 0.77 0.66 0.78 0.53 0.66
recovered Au oz 7,723,552 648,202 755,582 816,570 723,421 681,598 649,977 652,601 645,759 562,343 631,929 444,959 510,611

As an estimate of the potential scope of this improvement, importing this revised production schedule into the financial model used in the September 2013 Study would result in an increase in the NPV5% @ $1500/oz. gold of US $305M.

MMC also completed an evaluation of the overall pit slope sensitivities at 40, 45, and 48 degrees. Again, as an estimate of the potential scope of this change, integrating 45 degree slopes into the mine plan for the first five years, then reverting to the design slopes used in the September 2013 Study and importing the resulting operating costs into the financial model used in the September 2013 Study, would result in an additional increase in the NPV5% @ $1500/oz. gold of US $95M.

Metallurgical Review

As a result of the detailed metallurgical review, the estimated recovery obtained from Rock Type 9 Main Volcanics has been re-evaluated and, based on the feasibility test work, is estimated to be 78.8% as compared to the 84.1% used in the September 2013 Study. To illustrate the potential effect of this, incorporating this recovery change into the financial model used in the September 2013 Study would result in a decrease in the NPV5% @ $1500/oz. gold of US $183M.

Note that while the mine design, production schedule, and recovery concepts described above will be carried forward and incorporated into future engineering studies of the Project, the actual effect of these concepts on the Project may ultimately turn out to be different than suggested above.

Head Grade

A review of the feasibility study metallurgical test work metal balances has been completed by the Company and AMEC E&C Services, Inc. of Reno, Nevada. This review determined that the observed calculated head grades from the 250-300kg composite samples of the five primary rock types of the Livengood deposit processed by SGS Vancouver during 2012 and 2013 met or exceeded the drill assay grades used to project the Project reserve grade by a ratio of 1.00 to 1.43, depending on rock type, as shown in Table 2 below.

Table 2: Composite Sample Assay Based on ALS Drill Core Assays vs. Calculated Head Grade

Sample Percent
of Reserve
(see note 1) ALS
Composite
Assay g/mt SGS
Calculated
Head g/mt SGS/ALS
Ratio
RT4 Optimization Composite 14 0.74 0.94 1.27
RT5 Optimization Composite 28 0.78 0.79 1.02
RT6 Optimization Composite 18 0.79 0.85 1.08
GR(RT7UBL) 0 0.93 0.93 1.00
GR(RT7BL) 12 0.73 1.05 1.43
RT7 May 2013 Tailings Test Composite N/A 0.76 1.03 1.36
RT9 Optimization Composite 25 0.97 1.03 1.06
Note 1 - based on September 2013 Study

As described below in the 2015 work plan, further test work is underway in an attempt to provide additional confirmation of this analysis. While it is not certain that the results of this work will be sufficient to justify a change in deposit resource grade to be used for any future financial analysis, if the head grades observed to date can be validated by further test work, it will, at a minimum, provide confirmation that the Project resource has been modelled conservatively. As an estimate of the potential scope of this improvement, if the higher head grade as represented by the SGS/ALS ratio was incorporated into the financial model used in the September 2013 Study, it would result in an increase in the NPV5% @ $1500/oz. gold of $892M.

2015 Metallurgical, Field, and Engineering Work Plan

Due to the potential importance of the 2014 head grade evaluation to the Project, a significant multi-phase metallurgical test work program is already underway in an attempt to validate the observed higher calculated head grades. For subsequent phases of this program, bulk samples of several thousand kilograms of each of the major rock types have been selected and are being prepared for shipment. The objectives of the 2015 metallurgical test program are to:

· Optimize the gravity circuit
· Optimize the grind size and power consumption
· Optimize the reagent consumption
· Optimize the leach retention time
· Confirm the overall recoveries by rock type
· Provide additional confirmation of the Project head grades.
Review of the feasibility test work to date indicates that there is a potential that further optimization of the parameters noted above could result in CAPEX and OPEX reductions for the Project. However, until this multi-phase metallurgical program has been completed, there can be no assurance that the head grade differences observed to date, or the potential process optimizations and cost savings opportunities identified, will in fact be realized.

Field work will be conducted in 2015 to advance the environmental baseline and to evaluate alternatives for fresh water supply with potential to reduce Project costs.

Once the test work and field work is completed and the process costs are better defined, these costs will then serve as input to an engineering phase that will evaluate and optimize the project configuration and CAPEX and OPEX, including determining the optimum scale for the Project, any of which may be different than that assumed in the September 2013 Study.

About the Livengood Gold Project

For full details with respect to the assumptions underlying the current reserve and resource estimates and feasibility economic analysis for the Livengood Gold Project, see the technical report entitled "Canadian National Instrument 43-101 Technical Report on the Livengood Gold Project, Feasibility Study, Livengood, Alaska," dated September 4, 2013, and available under the Company's profile on SEDAR or on the Company's website.

Qualified Person

Chris Puchner (CPG 07048), a Qualified Person as defined by National Instrument 43-101, has reviewed and approved the technical information contained in this news release and has approved the disclosure herein. Mr. Puchner is not independent of ITH, as he is the Chief Geologist of the Company and holds common shares and incentive stock options.

About International Tower Hill Mines Ltd.

International Tower Hill Mines Ltd. controls 100% of the Livengood Gold Project that contains 15.7M oz. of gold (807 MT at 0.61 g/t) measured & indicated and 4.4M oz. (266 MT at 0.52 g/t) inferred, all at a 0.30 g/t gold cutoff, located along the paved Elliott Highway, 70 miles north of Fairbanks, Alaska.

On behalf of
International Tower Hill Mines Ltd.

(signed) Thomas E. Irwin
Chief Executive Officer

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian and US securities legislation. All statements, other than statements of historical fact, included herein, including statements with respect to the ability of the Company to optimize and/or enhance the base case as set out in the Feasibility Study for the Livengood Project, including with respect to OPEX and CAPEX, the potential changes to the Project NPV5% @ $1500/oz gold and the magnitude thereof (which are given only as examples to illustrate the potential scope thereof), including the potential for higher head grades, the ability of the Company to potentially include the results of the optimization process in a new or updated feasibility study or any future financial analysis of the Project, the ability of the Company to carry forward and incorporate into future engineering studies of the Project the mine design, production schedule, and recovery concepts described above, the potential for the Company to carry out an engineering phase that will evaluate and optimize the project configuration and CAPEX and OPEX, including determining the optimum scale for the Project, the ability of the Company to advance the Livengood Project, the potential for the Company to make a construction decision, whether when warranted by market conditions or at all, the potential for market conditions to be such that they warrant the making of a production decision, the potential development of any mine at Livengood, business and financing plans and business trends are forward-looking statements. Information concerning mineral reserve/resource estimates and the economic analysis thereof contained in the feasibility study also may be deemed to be forward-looking statements in that it reflects a prediction of the mineralization that would be encountered, and the results of mining it, if a mineral deposit were developed and mined. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate, proposed, planned, potential and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, variations in the nature, quality and quantity of any mineral deposits that may be located, variations in the market price of any mineral products the Company may produce or plan to produce, the inability of the Company to obtain any necessary permits, consents or authorizations required for its activities, the inability of the Company to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, and other risks and uncertainties disclosed in the Company's Annual Information Form filed with certain securities commissions in Canada and the Company's annual report on Form 10-K filed with the United States Securities and Exchange Commission (the "SEC"), and other information released by the Company and filed with the appropriate regulatory agencies. All of the Company's Canadian public disclosure filings may be accessed via www.sedar.com and its United States public disclosure filings may be accessed via www.sec.gov, and readers are urged to review these materials, including the latest technical report filed with respect to the Company's Livengood property.

Cautionary Note Regarding References to Resources and Reserves

National Instrument 43 101 - Standards of Disclosure for Mineral Projects ("NI 43-101") is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Unless otherwise indicated, all resource and reserve estimates contained in or incorporated by reference in this news release have been prepared in accordance with NI 43-101 and the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") Standards on Mineral Resource and Mineral Reserves, adopted by the CIM Council on November 27, 2010 (the "CIM Standards") as they may be amended from time to time by the CIM.

United States shareholders are cautioned that the requirements and terminology of NI 43-101 and the CIM Standards differ significantly from the requirements and terminology of the SEC set forth in the SEC's Industry Guide 7 ("SEC Industry Guide 7"). Accordingly, the Company's disclosures regarding mineralization may not be comparable to similar information disclosed by companies subject to SEC Industry Guide 7. Without limiting the foregoing, while the terms "mineral resources", "inferred mineral resources", "indicated mineral resources" and "measured mineral resources" are recognized and required by NI 43-101 and the CIM Standards, they are not recognized by the SEC and are not permitted to be used in documents filed with the SEC by companies subject to SEC Industry Guide 7.

Mineral resources which are not mineral reserves do not have demonstrated economic viability, and investors are cautioned not to assume that all or any part of a mineral resource will ever be converted into reserves. The preliminary assessments on the Livengood Project are preliminary in nature and include "inferred mineral resources" that have a great amount of uncertainty as to their existence, and are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that such inferred mineral resources at the Livengood Project will ever be realized. Further, it cannot be assumed that all or any part of the inferred resources will ever be upgraded to a higher resource category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of a feasibility study or prefeasibility study, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.

The SEC normally only permits issuers to report mineralization that does not constitute SEC Industry Guide 7 compliant "reserves" as in-place tonnage and grade without reference to unit amounts. The term "contained ounces" is not permitted under the rules of SEC Industry Guide 7. In addition, the NI 43-101 and CIM Standards definition of a "reserve" differs from the definition in SEC Industry Guide 7. In SEC Industry Guide 7, a mineral reserve is defined as a part of a mineral deposit which could be economically and legally extracted or produced at the time the mineral reserve determination is made, and a "final" or "bankable" feasibility study is required to report reserves, the three-year historical price is used in any reserve or cash flow analysis of designated reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

This news release is not, and is not to be construed in any way as, an offer to buy or sell securities in the United States.

SOURCE INTERNATIONAL TOWER HILL MINES LTD.

For further information: Contact Information: Rick Solie, Manager - Investor Relations, E-mail: rsolie@ithmines.com, Direct line: 907-328-2825, Toll-Free: 1-855-428-2825