INTERNATIONAL TOWER HILL MINES LTD

Previous wording

On January 22, 2024, the Company announced that it had completed a non-brokered private placement (the “Private Placement”) pursuant to which it issued common shares to existing major shareholders to raise gross proceeds of approximately $2.5 million. The Private Placement consisted of 3,807,911 common shares of the Company, representing approximately 1.9% of the 195.9 million common shares issued and outstanding prior to the completion of the Private Placement, at a price of $0.664 per common share, the closing price of the Company’s common shares on the NYSE American on January 12, 2024. The Private Placement was taken up by current institutional shareholders of the Company, Paulson & Co. Inc., Sprott Asset Management USA, Inc., and Kopernik Global Investors, LLC on behalf of Heptagon plc Kopernik Global All-Cap Equity Fund. The Company intends to use the net proceeds of the Private Placement for general working capital purposes.

Current wording

On March 4, 2025, the Company announced that it had completed a non-brokered private placement (the “Private Placement”) pursuant to which it issued common shares to existing major shareholders to raise gross proceeds of approximately $3.9 million. The Private Placement consisted of 8,192,031 common shares of the Company, representing approximately 4.1% of the 199.7 million common shares issued and outstanding prior to the completion of the Private Placement, at a price of $0.4801 per common share, the closing price of the Company’s common shares on the NYSE American on February 25, 2025. The Private Placement was taken up by current institutional shareholders of the Company, Paulson & Co. Inc., Electrum Strategic Opportunities Fund II L.P., and Kopernik Global Investors, LLC itself and affiliates. The Company intends to use the net proceeds of the Private Placement for working capital and general administrative purposes, including advancing antimony metallurgical studies.

Previous wording

On March 8, 2024, the Company announced that the Board had approved a 2024 budget of $3.3 million and endorsed the associated 2024 work program to advance the Livengood Gold Project. The 2024 work program will advance the baseline environmental data collection in critical areas of hydrology and waste rock geochemical characterization needed to support future permitting, as well as advance community engagement.

Current wording

On March 12, 2025, the Company announced that the Board had approved a 2025 budget of $3.7 million and endorsed the associated 2025 work program to advance the Livengood Gold Project. The 2025 work program will begin metallurgical studies to evaluate whether antimony might be recoverable from the massive stibnite veins contained within the deposit, as well as conducting community engagement and advancing the baseline environmental data collection in critical areas of hydrology and waste rock geochemical characterization needed to support future permitting.

Previous wording

The Company had cash and cash equivalents of $1,687,690 at December 31, 2023 compared to $4,847,429 at December 31, 2022. The Company incurred a net loss of $3,397,969 for the year ended December 31, 2023 compared to a net loss of $3,041,693 for the year ended December 31, 2022. The following discussion highlights certain selected financial information and changes in operations between the year ended December 31, 2023 and the year ended December 31, 2022.

Current wording

The Company had cash and cash equivalents of $992,487 at December 31, 2024 compared to $1,687,690 at December 31, 2023. The Company incurred a net loss of $3,599,372 for the year ended December 31, 2024 compared to a net loss of $3,397,969 for the year ended December 31, 2023. The following discussion highlights certain selected financial information and changes in operations between the year ended December 31, 2024 and the year ended December 31, 2023.

Previous wording

Share-based payment charges were $415,186 during the year ended December 31, 2023 compared to $448,474 during the year ended December 31, 2022. The $33,288 decrease in share-based payment charges during the year was mainly the result of equity compensation issued or granted to certain officers and employees of the Company at a lower issue price during the year ended December 31, 2023 as compared to the year ended December 31, 2022. The Company granted 526,984 deferred share units (“DSUs”) at an issue price of C$0.63 per DSU, 145,614 DSUs at an issue price of C$0.57 per DSU, and 240,000 incentive stock options at an issue price of C$0.63 per option during the year ended December 31, 2023 compared to 451,085 DSUs at an issue price of C$0.92 per DSU and 240,000 incentive stock options at an issue price of C$0.92 per option during the year ended December 31, 2022. All DSUs granted in each of these years were fully vested upon issuance. All options vest one-third on the grant date, one-third on the first anniversary, and one-third on the second anniversary. At December 31, 2023, there was $46,265 of unrecognized compensation expense related to non-vested options outstanding.

Current wording

Share-based payment charges were $613,690 during the year ended December 31, 2024 compared to $415,186 during the year ended December 31, 2023. The $198,504 increase in share-based payment charges during the year was mainly the result of equity compensation issued or granted to certain contractors of the Company during the year ended December 31, 2024 as compared to the year ended December 31, 2023. The Company granted 441,490 deferred share units (“DSUs”) at an issue price of C$0.94 per DSU, 240,000 incentive stock options at an issue price of C$0.94 per option, and 2,500,000 incentive stock options at an issue price of C$0.64 per option during the year ended December 31, 2024 compared to 526,984 DSUs at an issue price of C$0.63 per DSU, 145,614 DSUs at an issue price of C$0.92 per DSU, and 240,000 incentive stock options at an issue price of C$0.63 per option during the year ended December 31, 2023. All DSUs granted in each of these years were fully vested upon issuance. All options granted on May 23, 2023 and May 29, 2024 vest one-third on the grant date, one-third on the first anniversary, and one-third on the second anniversary. Of the 2,500,000 options granted on December 2, 2024, 1,000,000 options vest immediately on the grant date. The remaining 1,500,000 shall vest 500,000 on June 2, 2025 and 1,000,000 between December 2, 2025 and December 2, 2026, if certain market conditions are met. At December 31, 2024, there was $384,387 of unrecognized compensation expense related to non-vested options outstanding.

Previous wording

Excluding share-based payment charges of $5,711 and $8,428 for the years ended December 31, 2023 and 2022, respectively, investor relations decreased to $45,809 for the year ended December 31, 2023 from $57,163 for the year ended December 31, 2022. The decrease of $11,355 is primarily due to reduced participation in investor relations conferences.

Current wording

Excluding share-based payment charges of $6,296 and $5,711 for the years ended December 31, 2024 and 2023, respectively, investor relations increased to $53,179 for the year ended December 31, 2024 from $45,809 for the year ended December 31, 2023. The increase of $7,370 is primarily due to increased participation in investor relations conferences.

Previous wording

Travel costs were $45,925 for the year ended December 31, 2023 compared to $29,935 for the year ended December 31, 2022. The increase of $15,990 is primarily due to increased travel requirements.

Current wording

Travel costs were $33,516 for the year ended December 31, 2024 compared to $45,925 for the year ended December 31, 2023. The decrease of $12,409 is primarily due to decreased travel requirements.

Previous wording

Professional fees were $267,056 for the year ended December 31, 2023 compared to $226,439 for the year ended December 31, 2022. The increase of $40,617 is primarily due to increased legal fees of $54,660 partially offset by reduced audit and tax services due to timing of $12,849 and reduced XBRL costs of $1,194.

Current wording

Professional fees were $241,059 for the year ended December 31, 2024 compared to $267,056 for the year ended December 31, 2023. The decrease of $25,997 is primarily due to decreased legal fees of $35,678 partially offset by increased audit and tax services due to timing of $7,653, increased XBRL costs of $1,424, and increased general accounting costs of $604.

Previous wording

Other items amounted to other income of $88,532 during the year ended December 31, 2023 compared to other income of $404,346 during the year ended December 31, 2022. The Company had a foreign exchange loss of $30,754 during the year ended December 31, 2023 compared to a foreign exchange gain of $348,207 during the year ended December 31, 2022 as a result of the impact of exchange rates on certain of the Company’s U.S. dollar cash balances. The average exchange rate during the year ended December 31, 2023 was C$1 to $0.7410 compared to C$1 to $0.7692 for the year ended December 31, 2022.

Current wording

Other items amounted to other income of $190,322 during the year ended December 31, 2024 compared to other income of $88,532 during the year ended December 31, 2023. The Company had a foreign exchange gain of $106,386 during the year ended December 31, 2024 compared to a foreign exchange loss of $30,754 during the year ended December 31, 2023 as a result of the impact of exchange rates on certain of the Company’s U.S. dollar cash balances. The average exchange rate during the year ended December 31, 2024 was C$1 to $0.7302 compared to C$1 to $0.7410 for the year ended December 31, 2023.

Previous wording

As at December 31, 2023, the Company reported cash and cash equivalents of $1,687,690 compared to $4,847,429 at December 31, 2022. The decrease of approximately $3.2 million resulted mainly from planned expenditures on operating activities during the year ended December 31, 2023.

Current wording

As at December 31, 2024, the Company reported cash and cash equivalents of $992,487 compared to $1,687,690 at December 31, 2023. The decrease of approximately $0.7 million resulted mainly from net financing activities of $2.3 million partially offset by operating activities of $2.9 million and a negative foreign exchange impact of $0.1 million during the year ended December 31, 2024.

Previous wording

Our anticipated expenditures for year 2024 are approximately $3.3 million, including $539,528 for mineral property leases and $206,215 for mining claim government fees. Total commitments for years 2024 through 2029 for mineral property leases and mining claim government fees are $3,324,780 and $1,237,290, respectively.

Current wording

Our anticipated expenditures for year 2025 are approximately $3.7 million, including $690,457 for mineral property leases and $214,790 for mining claim government fees. Total commitments for years 2025 through 2030 for mineral property leases and mining claim government fees are $4,259,129 and $1,288,740, respectively.

Previous wording

Based on cash and cash equivalents on hand of $1,687,690 as of December 31, 2023 and estimated $2.2 million of net proceeds from the Private Placement, as at March 7, 2024, management believes that the Company has sufficient financial resources to maintain its operations for the next twelve months.

Current wording

Based on cash and cash equivalents on hand of $992,487 as of December 31, 2024 and approximately $3.7 million of net proceeds from the Private Placement, as at March 11, 2025, management believes that the Company has sufficient financial resources to maintain its operations for the next twelve months.

Previous wording

The Company had no cash flows from financing activities during the year ended December 31, 2023. On January 22, 2024, the Company announced that it had completed the Private Placement pursuant to which it issued 3,807,911 common shares to existing major shareholders to raise gross proceeds of approximately $2.5 million.

Current wording

Financing activities during the year ended December 31, 2024 included the Private Placement, pursuant to which the Company issued 3,807,911 common shares to existing major shareholders to raise gross proceeds of approximately $2.5 million.

Previous wording

As at December 31, 2023, the Company had working capital of $1,757,465 compared to working capital of $4,711,616 at December 31, 2022. The Company expects that it will operate at a loss for the foreseeable future but believes its current cash and cash equivalents will be sufficient for it to complete its anticipated 2024 work plan.

Current wording

As at December 31, 2024, the Company had working capital of $959,703 compared to working capital of $1,757,465 at December 31, 2023. The Company expects that it will operate at a loss for the foreseeable future but believes its current cash and cash equivalents will be sufficient for it to complete its anticipated 2025 work plan.

Previous wording

The Company assesses interests in its mineral property assets for impairment at least annually, but will also conduct an assessment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. The assets that are tested for recoverability are the Company’s long-lived assets related to mineral property rights and claims. At December 31, 2023, the Company’s mineral property assets totaled approximately $55 million. As these assets are all similar in nature (they represent mining claims or rights to mining claims all within the same area), they are viewed as one asset group for impairment testing purposes. The Company evaluates recoverability of its mineral property assets based on the undiscounted cash flows using the life of mine cash flows beginning

Current wording

The Company assesses interests in its mineral property assets for impairment at least annually, but will also conduct an assessment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. The assets that are tested for recoverability are the Company’s long-lived assets related to mineral property rights and claims. At December 31, 2024, the Company’s mineral property assets totaled approximately $55 million. As these assets are all similar in nature (they represent mining claims or rights to mining claims all within the same area), they are viewed as one asset group for impairment testing purposes. The Company evaluates recoverability of its mineral property assets based on the undiscounted cash flows using the life of mine cash flows beginning with production as stated in the TRS for the Livengood Gold Project, which uses a life of mine of approximately 21 years. The estimates used in the life of mine cash flows are subject to uncertainty, including as a result of the assumed gold price.

Previous wording

At the reporting period end, price of gold is compared to the prior year-end gold price. The price of gold on December 31, 2023 was $2,063, or $249 and 14% higher than the price of $1,814 at December 31, 2022. The Livengood Gold Project is a long-term project that will take time to develop and eventually monetize making the use of a longer-term gold price assumption in the TRS more appropriate compared to recent spot prices for gold.

Current wording

At the reporting period end, price of gold is compared to the prior year-end gold price. The price of gold on December 31, 2024 was $2,611, or $548 and 27% higher than the price of $2,063 at December 31, 2023. The Livengood Gold Project is a long-term project that will take time to develop and eventually monetize making the use of a longer-term gold price assumption in the TRS more appropriate compared to recent spot prices for gold.

Previous wording

The Company follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Section 718 “Compensation - Stock Compensation”, which establishes accounting for equity-based compensation awards to be accounted for using the fair value method. The Company uses the Black-Scholes option pricing model to determine the grant date fair value of the awards. Compensation expense is measured at the grant date and recognized over the requisite service period, which is generally the vesting period.

Current wording

The Company follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Section 718 “Compensation - Stock Compensation”, which establishes accounting for equity-based compensation awards to be accounted for using the fair value method. The Company uses the Black-Scholes option pricing model to determine the grant date fair value of the awards. The fair value of performance leverage stock grants with market conditions is determined using a Monte Carlo simulation model. Compensation expense is measured at the grant date and recognized over the requisite service period, which is generally the vesting period.