INTERNATIONAL TOWER HILL MINES LTD
For the period ended Dec 31, 2025. Filed Mar 11, 2026.
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FY2025 · Filed Mar 11, 2026
THM$1.41-11.3%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report
(1) All financial statements
The report of independent registered public accounting firm (Davidson & Company LLP, Vancouver, British Columbia, Canada, PCAOB ID 731).
The consolidated statements of operations and comprehensive loss, cash flows, and changes in shareholders’ equity, and the consolidated balance sheets are included as part of Part II, Item 8, Financial Statements and Supplementary Data.
(2) Financial statement schedules
All financial statement schedules have been omitted, since the information is either not applicable or required, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.
(3) Exhibits required by Item 601 of Regulation S-K
| Exhibit Number | | Description |
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| 3.1 | | Amended and Restated Articles of the Company, as amended on June 21, 2021 (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q on August 6, 2021 and incorporated herein by reference) |
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| 4.1 | | Form of Common Share Certificate (filed as Exhibit 1 to the Company’s Form 8-A on August 2, 2007 and incorporated herein by reference) |
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| 4.2 | | Investor Rights Agreement, dated December 28, 2016, between International Tower Hill Mines Ltd. and Paulson & Co. Inc. (filed as Exhibit 4.1 to the Company’s Form 8-K filed on January 5, 2017 and incorporated herein by reference) |
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| 4.3 | | Description of Securities (filed as Exhibit 4.3 to the Company’s Form 10-K filed on March 9, 2022 and incorporated herein by reference) |
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| 10.1 | | Mining Lease with Option to Purchase, dated January 18, 2007, between Talon Gold Alaska Inc. and Bernard E. Griffin, Donna Griffin, Larry Kilgore, Sherry Gerbi, Jerry Griffin, Tim Miller, Lynne Miller, Robert and Marcia Miller (filed as Exhibit 11 to the Company’s Form 20-F on December 3, 2007 and incorporated herein by reference) |
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| 10.2** | | Upland Mining Lease, effective July 1, 2004, between the Alaska Mental Health Trust Authority and Tower Hill Mines, Inc. (as successor to AngloGold (U.S.A.)) (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q/A on December 10, 2013 and incorporated herein by reference) |
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| 10.3 | | Addendum No. 2 to Upland Mining Lease, effective July 1, 2007, between the State of Alaska, Department of Natural Resources, Mental Health Trust Land Office and Tower Hill Mines, Inc. (formerly Talon Gold Alaska, Inc.) (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q on November 6, 2013 and incorporated herein by reference) |
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| 10.4 | | Addendum No. 3 to Upland Mining Lease, effective January 1, 2010, between the State of Alaska, Department of Natural Resources, Mental Health Trust Land Office and Tower Hill Mines, Inc. (formerly Talon Gold Alaska, Inc.) (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q on November 6, 2013 and incorporated herein by reference) |
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| 10.5 | | Addendum No. 4 to Upland Mining Lease, effective June 27, 2013, between the State of Alaska, Department of Natural Resources, Mental Health Trust Land Office and Tower Hill Mines, Inc. (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q on November 6, 2013 and incorporated herein by reference) |
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| 10.6** | | Addendum No. 5 to Upland Mining Lease, effective June 30, 2013, between the State of Alaska, Department of Natural Resources, Mental Health Trust Land Office and Tower Hill Mines, Inc. (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q on November 6, 2013 and incorporated herein by reference) |
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| 10.7** | | Addendum No. 6 to Upland Mining Lease, effective June 30, 2023, between the State of Alaska, Department of Natural Resources, Mental Health Trust Land Office and Tower Hill Mines, Inc. (filed as Exhibit 10.7 to the Company’s Form 10 - K on March 12, 2025 and incorporated herein by reference) |
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| 10.8* | | 2006 Stock Option Plan, as amended September 19, 2012 (filed as Exhibit 10.9 to the Company’s Form 10-K on March 13, 2013 and incorporated herein by reference) |
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| 10.9* | | Form of Stock Option Agreement for use under the 2006 Stock Option Plan (filed as Exhibit 10.10 to the Company’s Form 10-K on March 13, 2013 and incorporated herein by reference) |
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| 10.10* | | 2017 Deferred Share Unit Incentive Plan (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q on August 11, 2017 and incorporated herein by reference) |
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| 10.11* | | Consulting Agreement, dated May 11, 2015, between David A. Cross and International Tower Hill Mines Ltd. (filed as Exhibit 10.1 to the Company’s Form 8-K filed on May 12, 2015 and incorporated herein by reference) |
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| 10.12* | | Financial and Accounting Consulting Agreement, dated May 11, 2015, between Cross Davis & Company LLP, Certified General Accountants and International Tower Hill Mines Ltd. (filed as Exhibit 10.2 to the Company’s Form 8-K filed on May 12, 2015 and incorporated herein by reference) |
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| 10.13* | | Amended and Restated Employment Agreement, dated February 10, 2026, between Karl Hanneman and Tower Hill Mines (US) LLC (filed as Exhibit 10.1 to the Company’s Form 8-K filed on February 13, 2026 and is incorporated herein by reference) |
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| 10.14 | | Amended and Restated Mining Lease, dated November 22, 2017, between Kasey Leigh Tucker and Tower Hill Mines, Inc. to amend and restate Mining Lease effective as of March 28, 2017, between Ronald Tucker and Talon Gold Alaska, Inc. (filed as Exhibit 10.16 to the Company’s Form 10-K on March 15, 2019 and incorporated herein by reference) |
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| 10.15 | | Subscription Agreement, dated March 13, 2018, between the Company and Electrum Strategic Opportunities Fund II, L.P. (filed as Exhibit 10.1 to the Company’s Form 8-K filed on March 16, 2018 and incorporated herein by reference) |
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| 10.16 | | Subscription Agreement, dated March 13, 2018, between the Company and Paulson & Co. Inc. (filed as Exhibit 10.2 to the Company’s Form 8-K filed on March 16, 2018 and incorporated herein by reference) |
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| 10.17 | | Subscription Agreement, dated January 16, 2024, between the Company and Paulson & Co. Inc., Sprott Asset Management USA, Inc., and Heptagon plc Kopernik Global All-Cap Equity Fund, a fund managed by Kopernik Global Investors, LLC (filed as Exhibit 10.1 to the Company’s Form 8-K on January 22, 2024 and incorporated herein by reference) |
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| 10.18 | | Consulting Agreement, dated December 2, 2024, between the Company and Phenom Ventures LLC (filed as Exhibit 10.1 to the Company’s Form 8-K filed on December 2, 2024 and incorporated herein by reference) |
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| 10.19 | | Stock Option Agreement, dated December 2, 2024, between the Company and Phenom Ventures LLC (filed as Exhibit 10.2 to the Company’s Form 8-K filed on December 2, 2024 and incorporated herein by reference) |
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| 10.20 | | Form of Subscription Agreement, dated February 26, 2025 (filed as Exhibit 10.1 to the Company’s Form 8-K filed on March 4, 2025 and incorporated herein by reference) |
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| 10.21 | | Subscription Agreement, dated January 21, 2026, between the Company and Paulson & Co., Inc. (filed as Exhibit 10.1 to the Company’s Form 8-K filed on January 27, 2026 and incorporated herein by reference) |
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| 10.22 | | Subscription Agreement, dated January 27, 2026, between the Company and Paulson & Co., Inc. (filed as Exhibit 10.2 to the Company’s Form 8-K filed on January 27, 2026 and incorporated herein by reference) |
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| 19.1 | | Insider Trading Policy (filed as Exhibit 19.1 to the Company’s Form 10 - K filed on March 12, 2025 and incorporated herein by reference) |
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| 21.1 | | Subsidiaries of the Company (filed as Exhibit 21.1 to the Company’s Annual Report on Form 10-K on March 10, 2021 and incorporated herein by reference) |
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| 23.1+ | | Consent of Davidson & Company LLP |
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| 24+ | | Power of Attorney (see signature page) |
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| 31.1+ | | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 31.2+ | | Certification of Principal Financial and Accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 32.1+ | | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 32.2+ | | Certification of the Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 97.1 | | Incentive Compensation Recovery Policy (filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K on March 8, 2024 and incorporated herein by reference) |
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| 101+ | | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at December 31, 2025 and 2024, (ii) the Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024, (iii) the Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2025 and 2024, (iv) the Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024, and (v) the Notes to the Consolidated Financial Statements |
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| 104+ | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Management contract or compensatory plan or arrangement |
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| ** | Certain portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text). This exhibit has been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
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| + | Filed or furnished herewith |
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The information required by Section (a)(3) of Item 15 is set forth on the Exhibit Index that follows the signatures page of this Form 10-K.
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