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| Part I · FINANCIAL INFORMATION |
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| Item 1 | Financial Statements | 5 |
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| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 |
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| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 20 |
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| Item 4 | Controls and Procedures | 21 |
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| Part II | OTHER INFORMATION | |
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| Item 1 | Legal Proceedings | 22 |
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| Item 1A | Risk Factors | 22 |
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| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 22 |
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| Item 3 | Defaults Upon Senior Securities | 22 |
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| Item 4 | Mine Safety Disclosures | 22 |
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| Item 5 | Other Information | 22 |
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| Item 6 | Exhibits | 23 |
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| SIGNATURES | | 24 |
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FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements or information within the meaning of the United States Private Securities Litigation Reform Act of 1995 concerning anticipated results and developments in the operations of International Tower Hill Mines Ltd. (“we,” “us,” “our,” “ITH” or the “Company”) in future periods, planned exploration and development activities, the adequacy of the Company’s financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible” and similar expressions, or statements that events, conditions or results “will,” “may,” “could” or “should” (or the negative and grammatical variations of any of these terms) occur or be achieved. These forward-looking statements may include, but are not limited to, statements concerning:
| ● | the Company’s future cash requirements, the Company’s ability to meet its financial obligations as they come due, and the Company’s ability to raise the necessary funds to continue operations on acceptable terms, if at all; |
| ● | the Company’s ability to carry forward and incorporate into future engineering studies of the Livengood Gold Project updated mine design, production schedule and recovery concepts identified during the optimization process; |
| ● | the Company’s potential to carry out an engineering phase that will evaluate and optimize the Livengood Gold Project’s configuration and capital and operating expenses, including determining the optimum scale for the Livengood Gold Project; |
| ● | the Company’s strategies and objectives, both generally and specifically in respect of the Livengood Gold Project; |
| ● | the Company’s belief that there are no known environmental issues that are anticipated to materially impact the Company’s ability to conduct mining operations at the Livengood Gold Project; |
| ● | the potential for the expansion of the estimated mineral resources at the Livengood Gold Project; |
| ● | the potential for a production decision concerning, and any production at, the Livengood Gold Project; |
| ● | the sequence of decisions regarding the timing and costs of development programs with respect to, and the issuance of the necessary permits and authorizations required for, the Livengood Gold Project; |
| ● | the Company’s estimates of the quality and quantity of the mineral resources at the Livengood Gold Project; |
| ● | the timing and cost of any future exploration or development programs at the Livengood Gold Project, and the timing of the receipt of results therefrom; |
| ● | the expected levels of overhead expenses at the Livengood Gold Project; and |
| ● | future general business and economic conditions, including changes in the price of gold and the overall sentiment of the markets for public equity. |
Such forward-looking statements reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others:
| ● | the demand for, and level and volatility of the price of gold; |
| ● | conditions in the financial markets generally, the overall sentiment of the markets for public equity, interest rates, currency rates, and the rate of inflation; |
| ● | general business and economic conditions; |
| ● | government regulation and proposed legislation (and changes thereto or interpretations thereof); |
| ● | defects in title to claims or the ability to obtain surface rights, either of which could affect the Company’s property rights and claims; |
| ● | the Company’s ability to secure the necessary services and supplies on favorable terms in connection with its programs at the Livengood Gold Project and other activities; |
| ● | the Company’s ability to attract and retain key staff, particularly in connection with the permitting and development of any mine at the Livengood Gold Project; |
| ● | the accuracy of the Company’s resource estimates (including with respect to size and grade) and the geological, operational and price assumptions on which these are based; |
| ● | the timing of the Company’s ability to commence and complete planned work programs at the Livengood Gold Project; |
| ● | the timing of the receipt of and the terms of the consents, permits and authorizations necessary to carry out exploration and development programs at the Livengood Gold Project and the Company’s ability to comply with such terms on a safe and cost-effective basis; |
| ● | the ongoing relations of the Company with the lessors of its property interests and applicable regulatory agencies; |
| ● | the metallurgy and recovery characteristics of samples from certain of the Company’s mineral properties and whether such characteristics are reflective of the deposit as a whole; |
| ● | the continued development of and potential construction of any mine at the Livengood Gold Project property not requiring consents, approvals, authorizations or permits that are materially different from those identified by the Company; and |
| ● | cyber - attacks and other security breaches of our information technology systems or those of our third - party service providers. |
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including without limitation those discussed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2024, which are incorporated herein by reference, as well as other factors described elsewhere in the Company’s other reports filed with the U.S. Securities and Exchange Commission (the “SEC”).
The Company’s forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations and opinions of management as of the date of this report. The Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.
