THM Sells 1M Shares to 01 Energy & Transportation for $500K

TL;DR

**THM just raised $500K by selling 1M shares in a private placement, diluting existing shareholders.**

AI Summary

INTERNATIONAL TOWER HILL MINES LTD. (THM) entered into a material definitive agreement on January 16, 2024, issuing 1,000,000 common shares to 01 Energy & Transportation at a price of $0.50 per share, totaling $500,000. This private placement, exempt from registration under Section 4(a)(2) of the Securities Act, increases the company's outstanding shares and provides capital, which could dilute existing shareholders' ownership percentage but also fund operations or projects.

Why It Matters

This private placement provides INTERNATIONAL TOWER HILL MINES LTD. with $500,000 in capital, which can be used for operations or project development, but it also dilutes existing shareholders' ownership by issuing new shares.

Risk Assessment

Risk Level: medium — The issuance of new shares, while providing capital, dilutes existing shareholder ownership, which can be a medium risk depending on the use of proceeds and the company's financial health.

Analyst Insight

Investors should assess the company's use of the $500,000 raised and consider the potential dilution effect on their existing holdings, weighing it against the benefits of new capital for company operations or projects.

Key Numbers

• $500,000 — Total Proceeds (Capital raised by INTERNATIONAL TOWER HILL MINES LTD. from the share issuance.)
• 1,000,000 — Shares Issued (Number of common shares sold to 01 Energy & Transportation.)
• $0.50 — Price Per Share (The price at which each common share was sold in the private placement.)

Key Players & Entities

• INTERNATIONAL TOWER HILL MINES LTD. (company) — the registrant issuing shares
• 01 Energy & Transportation (company) — the entity purchasing shares
• $0.50 (dollar_amount) — price per share
• $500,000 (dollar_amount) — total proceeds from the share sale
• January 16, 2024 (date) — date of the earliest event reported
• 1,000,000 (number) — number of common shares issued

Forward-Looking Statements

• The capital raised will be used to fund ongoing exploration or development activities for INTERNATIONAL TOWER HILL MINES LTD.'s mining projects. (INTERNATIONAL TOWER HILL MINES LTD.) — medium confidence, target: 2024-12-31

FAQ

Key Financial Figures

• $0.664 — shares of the Company at a price of US $0.664 per share, for aggregate gross proceeds
• $2.5 million — gate gross proceeds of approximately US $2.5 million. The Private Placement was taken up by

Filing Documents

• tm243646d1_8k.htm (8-K) — 34KB
• tm243646d1_ex10-1.htm (EX-10.1) — 86KB
• tm243646d1_ex99-1.htm (EX-99.1) — 11KB
• tm243646d1_ex99-1img001.jpg (GRAPHIC) — 2KB
• tm243646d1_ex99-1img002.jpg (GRAPHIC) — 11KB
• 0001104659-24-005408.txt ( ) — 344KB
• thm-20240116.xsd (EX-101.SCH) — 3KB
• thm-20240116_lab.xml (EX-101.LAB) — 33KB
• thm-20240116_pre.xml (EX-101.PRE) — 22KB
• tm243646d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 16, 2024, International Tower Hill Mines Ltd. (the "Company") entered into subscription agreements (collectively, the "Subscription Agreements") relating to a non-brokered private placement (the "Private Placement") of 3,807,911 common shares of the Company at a price of US $0.664 per share, for aggregate gross proceeds of approximately US $2.5 million. The Private Placement was taken up by certain of the Company's current major institutional shareholders consisting of Paulson & Co. Inc. ("Paulson"), Sprott Asset Management USA, Inc. ("Sprott") and Heptagon plc Kopernik Global All-Cap Equity Fund, a fund managed by Kopernik Global Investors, LLC ("Kopernick"). The Company closed the Private Placement with each of Paulson and Kopernik on January 18, 2024, and with Sprott on January 19, 2024. The Company intends to use the net proceeds of the Private Placement for general working capital purposes. The Subscription Agreements contain customary representations and warranties and covenants that the parties made to, and solely for the benefit of, each other in the context of all of the terms and conditions of the Subscription Agreements and in the context of the specific relationship between the parties. The provisions of the Subscription Agreements, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the Company. The foregoing description of the Subscription Agreements is not complete and is qualified in its entirety by the full text of the form of Subscription Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated into this Item 1.01 by reference.

02. Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sale of Equity Securities. The disclosure set forth in Item 1.01 of this Current Report is incorporated in this Section 3.02 by reference. The Company is relying on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, for purposes of the Private Placement.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 22, 2024, the Company issued a press release regarding the closing of the Private Placement. A copy of the press release is furnished with this report as Exhibit 99.1. The information furnished under this Item 7.01, including the press release, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by reference to such filing.

01. Exhibits

Item 9.01. Exhibits. Exhibit Description 10.1 Form of Subscription Agreement, dated January 16, 2024. 99.1 Press Release of the Company, dated January 22, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. International Tower Hill Mines Ltd. (Registrant) Dated: January 22, 2024 By: /s/ Karl Hanneman Name: Karl Hanneman Title: President and Chief Executive Officer

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View this 8-K filing on SEC EDGAR