INTERNATIONAL TOWER HILL MINES LTD
For the period ended Jun 4, 2025. Filed Apr 16, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 4, 2025 · Filed Apr 16, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under to §240.14a-12 |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
SUITE 1570, 200 BURRARD STREET VANCOUVER, BC V6C 3L6
TEL: 604-683-6332
FAX: 604-408-7499
NOTICE OF 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held June 4, 2025
To the Shareholders of INTERNATIONAL TOWER HILL MINES LTD.:
NOTICE IS HEREBY GIVEN that the 2025 Annual General Meeting (the “Meeting”) of the shareholders of International Tower Hill Mines Ltd. (the “Company”) will be held at the offices of McCarthy Tetrault LLP, Suite 2400 - 745 Thurlow Street, Vancouver, British Columbia, on Wednesday, June 4, 2025, at 9:30 a.m. (Pacific Daylight Time), for the following purposes:
| 1. | To receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2024 (with comparative statements relating to the preceding fiscal period) together with the report of the auditor thereon; |
| 2. | To elect each of the six persons named in the Company’s Information Circular/Proxy Statement as directors of the Company, to hold office until the Company’s next annual general meeting of shareholders or until such director’s successor is elected and qualified; |
| 3. | To appoint Davidson & Company LLP as auditors/independent registered public accountants of the Company for the fiscal year ending December 31, 2025 and to authorize the Company’s board of directors to fix the auditors’ remuneration; |
| 4. | To conduct an advisory vote on the compensation of the named executive officers; |
| 5. | To conduct an advisory vote on the frequency of shareholders’ votes on executive compensation; and |
| 6. | To transact any other business that may properly come before the Meeting and any postponements or adjournments thereof. |
The Company has fixed the close of business on April 16, 2025 as the record date for the determination of shareholders who are entitled to receive notice of, and to vote at, the Meeting. The transfer books of the Company will not be closed. Only shareholders of record as of the close of business on April 16, 2025 are entitled to receive notice of and to vote at the Meeting and any postponements or adjournments thereof. The accompanying Information Circular/Proxy Statement provides additional information relating to the matters to be dealt with at the Meeting and is incorporated into this notice. It is important that your Common Shares are represented and voted at the Meeting. For that reason, whether or not you expect to attend in person, please vote your Common Shares by mail, telephone or through the Internet as detailed in the Information Circular/Proxy Statement, Notice and Access Notice and Proxy/Voting Instruction Form.
Shareholders are strongly encouraged to vote their Common Shares in advance of the Meeting. Instructions for voting your Common Shares in advance of the Meeting by mail, telephone or through the Internet are detailed in the accompanying Information Circular/Proxy Statement. Shareholders who wish to observe proceedings at the Meeting will be able to join the Meeting in person or by conference call at +1-866-832-4451 or +1-416-406-3844, access code 8766704. The only matters addressed at the Meeting will be the formal business of the Meeting described in this Notice. There will not be a follow-up corporate presentation or question period provided by management or the Chair of the Board.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Debbie Evans
Debbie Evans,
Corporate Secretary
Vancouver, British Columbia, Canada
April 16, 2025
Important Notice Regarding the Availability of Proxy Materials
for the Annual General Meeting of Shareholders to be Held on June 4, 2025:
The Proxy Statement and 2024 Annual Report to Shareholders are available at the Company’s website: www.ithmines.com
| INTERNATIONAL TOWER HILL MINES LTD. | |
|---|---|
| INFORMATION CIRCULAR/PROXY STATEMENT | |
| TABLE OF CONTENTS | |
| SECTION | Page |
| Introduction | 1 |
| Voting at the Annual General Meeting | 2 |
| Revocability of Proxy | 3 |
| Persons Making the Solicitation and Solicitation Costs | 3 |
| Proxy Instructions | 3 |
| Non-Registered Shareholders | 4 |
| Delivery of Shareholder Documents | 5 |
| Interest of Certain Persons or Companies in Matters to be Acted Upon | 5 |
| Proposal One – Election of Directors | 6 |
| Directors and Officers | 7 |
| Statement of Corporate Governance Practices | 11 |
| Committees of the Board | 16 |
| Security Ownership of Certain Beneficial Holders and Management | 19 |
| Compensation Discussion and Analysis | 21 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 34 |
| Indebtedness of Directors and Senior Officers | 39 |
| Interest of Informed Persons in Material Transactions | 39 |
| Management Contracts | 40 |
| Proposal Two – Appointment of Auditors | 41 |
| Report of the Audit Committee | 42 |
| Proposal Three – Advisory Vote on Compensation of the Named Executive Officers | 43 |
| Proposal Four – Advisory Vote on Frequency of Shareholders’ Votes on Executive Compensation | 43 |
| Other Matters | 44 |
| Additional Information | 45 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.