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.
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 offer to the public the United States was 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 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 can obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and 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 also took place 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 relating to 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, 2026Following 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 $2.22for additional revenue from $3.3 million to the Company, which represents a proportionate increase in Paulson’s investment to take into account the increase in the Offering and the exercise of the corresponding Underwriters Option (the “Subsequent Private Placement”, and together with the Concurrent Private Placement, the “Private Placement”). Completion of the Subsequent Private Placement is subject to customary closing conditions, including applicable stock exchange approvals. The sale of the Extra Paulson shares will not be registered under the Securities Act of 1933, as amended. The proceeds from the subsequent private placement will be used for the same purpose as the proceeds from the offering and the concurrent private placement. The Company intends to rely on the exemption in Section 602.1 of the TSX Company Manual with respect to 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.
Since Paulson and certain 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 constituted “related party transactions” within the meaning of MI 61-101. The Company has relied on exemptions from the formal minority shareholder valuation and approval requirements of MI 61-101, on the grounds 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 did not submit a material change report more than 21 days prior to the expected closing of the Private Placement and the Offering, as the details of the Private Placement and the Offering were only finalized shortly before the closing of the Private Placement and the Offering.
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. Actual results and the timing of events may differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, including, but not limited to: (i) that current results may differ. exploration, development, environmental and other objectives relating to the Livengood Gold Project can 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, including the foregoing. 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/January2026/27/c1462.html
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