The gross proceeds to the Company from the Offering and the Concurrent Private Placement, before deduction of commissions, costs and other expenses, will be approximately $105 million.
The Company expects to use the net proceeds from the Offering and the Concurrent Private Placement to finance the exploration and development of the Livengood Gold Project, including drilling, metallurgical studies, feasibility studies, engineering studies, basic environmental studies, detailed engineering in support of 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 shares of common stock, representing up to 15% of the number of shares of common stock to be sold pursuant to the offering. The Underwriters have 30 days from the date of the underwriting agreement to exercise the Option, which if exercised would result in aggregate gross proceeds to the Company of approximately $115 million.
The Offering is expected to take place on or around closing January 27, 2026.
The offer to the public the United States is made pursuant to the Company’s effective registration statement on Form S-3, including a base prospectus, previously filed with the Securities and Exchange Commission (the “SEC”). The offer inside 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 can 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 Offer can also take place 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 connection with the Offering and the Concurrent Private Placement as an eligible interlisted issuer.
The completion of the Concurrent Private Placement is subject to customary closing conditions, including the completion of the Offering, but the Offering is not conditioned on the completion of the Concurrent Private Placement. We expect that the concurrent private placement will close substantially simultaneously with the closing of the Offering. However, we cannot guarantee that the concurrent private placement will be completed. The sale of the common stock under the concurrent private placement will not be registered under the Securities Act of 1933, as amended.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any shares of our common stock, 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 Statement 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 legislation (collectively, “forward-looking information”). statements”). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results to differ materially from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that expressly describe such risks and uncertainties, readers are urged to consider statements containing the terms “intends”, “estimates”, “may”, “could”, “will” or other similar expressions as 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 anticipated results contained in such forward-looking statements as a result of various risks and uncertainties, including, but not limited to: (i) that current exploration, development, environmental and other objectives relating to the Livengood Gold Project may be achieved and that the Company’s other business activities will proceed as expected and (ii) that general business and economic conditions will not change in a material adverse manner and (iii) that permitting and operating costs will not materially increase events differ from expectations should not be construed as exhaustive and should be read in conjunction with statements contained herein and elsewhere, including the risk factors described 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, 2024Quarterly report on Form 10-Q for the past quarterly period March 31, 2025ended the quarterly report on Form 10-Q for the quarterly period June 30, 2025 and the quarterly report on Form 10-Q for the previous quarterly period September 30, 2025 and other documents that have been and may be filed from time to time by the Company with the SEC and Canadian securities regulators. All forward-looking statements in this press release speak only as of the date on which they are made. The Company undertakes no obligation to update any such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by applicable securities laws.
About International Tower Hill Mines Ltd.
International Tower Hill Mines Ltd. has a 100% interest in the Livengood Gold Project, located along the paved Elliott Highway, 110 kilometers north of Fairbanks, Alaska.
On behalf of
International Tower Hill Mines Ltd.
(signed) Karl L. Hanneman
General manager
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SOURCE International Tower Hill Mines Ltd.
View original content: http://www.newswire.ca/en/releases/archive/January2026/22/c9795.html
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