International Tower Hill Mines Announces Pricing and Upsize of US$65 Million Public Offering of Common Shares and US$40 Million Concurrent Private Placement
200 Burrard Street
Suite 1570
Vancouver, BC Canada
V6C 3L6
Tel: 604.683.6332
Fax: 604.408.7499
www.ithmines.com
NR26-02 January 22, 2026
International Tower Hill Mines Announces Pricing and Upsize of
US$65 Million Public Offering of Common Shares
and US$40 Million Concurrent Private Placement
Vancouver, British Columbia, January 22, 2026 – International Tower Hill Mines Ltd. (the “Company”) - (TSX:
ITH) (NYSE American: THM) today announced the pricing and upsizing of its previously announced public
offering of 29,280,000 common shares, no par value, of the Company (the “Common Shares”) in the United
States (the “Offering”) at a price to the public of US$2.22 per Common Share. In connection with the Offering,
Paulson & Co. Inc. has entered into an agreement to purchase US$40 million of Common Shares in a private
placement (the “Concurrent Private Placement”) at the public offering price of the Offering.
The gross proceeds to the Company from the Offering and the Concurrent Private Placement, before deducting
commissions and expenses and other expenses, will be approximately US$105 million.
The Company expects to use the net proceeds of the Offering and the Concurrent Private Placement to fund
the exploration and development of the Livengood Gold Project, including drilling, metallurgical studies,
feasibility studies, technical studies, basel ine environmental studies, detailed engineering in support of
permitting, permitting, legal support, community engagement, mineral lease and land payments, acquisitions
and general corporate purposes.
The Common Shares will be offered by the Company with BMO Capital Markets acting as lead book -running
manager and National Bank of Canada Capital Markets, RBC Capital Markets, Cantor and Scotiabank acting
as book-running managers (collectively, the “Underwriters”).
The Company has granted the Underwriters an option (the “Option”) to purchase up to an additional 4,392,000
Common Shares representing up to 15% of the number of Common Shares to be sold pursuant to the Offering.
The Underwriters will have 30 days from the date of the underwriting agreement to exercise the Option, which
if exercised, would result in total gross proceeds to the Company of approximately US$115 million.
The Offering is expected to close on or about January 27, 2026.
The Offering to the public in the United States is being made pursuant to the Company’s effective shelf
registration statement on Form S -3, including a base prospectus, previously filed with the Securities and
Exchange Commission (the “SEC”). The Offering in the United States will be made only by means of a
prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act
of 1933, as amended. You may obtain these documents for free by visiting EDGAR on the SEC's websi te at
www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and the base prospectus may be
obtained from BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor,
New York, NY 10036. The Offering may also be conducted in Canada and in offshore jurisdictions on a private
placement basis in accordance with applicable securities laws. The Company intends to rely on the exemption
in section 602.1 of the TSX Company Manual in respect of the Offering and the Concurrent Private Placement
as an eligible interlisted issuer.
The consummation of the Concurrent Private Placement is subject to customary closing conditions, including
the completion of the Offering, but the Offering is not contingent upon the consummation of the Concurrent
Private Placement. We expect the Concurrent Private Placement to close substantially concurrently with the
closing of the Offering. However, we cannot assure you that the Concurrent Private Placement will be
International Tower Hill Mines Ltd. - 2 - January 22, 2026
NR26-02 Continued
completed. The sale of the Common Shares under the Concurrent Private Placement will not be registered
under the Securities Act of 1933, as amended.
This news release does not constitute an offer to sell or the solicitation of an offer to buy Common Shares, nor
shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release that are not statements of historical or current fact constitute “forward-looking
statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, as amended,
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, and “forward- looking information” within the meaning of applicable Canadian securities
laws (collectively, “forward-looking statements”). Such forward-looking statements involve known and unknown
risks, uncertainties, and other factors that could cause the actual results of the Company to be materially
different from historical results or from any future results expressed or implied by such forward -looking
statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged
to consider statements containing the terms “intends,” “estimates,” “may,” “might”, “will,” or other similar
expressions to be uncertain and forward-looking. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this press release. The forward -looking
statements in this press release include statements regarding: the closing of the Offering and Concurrent
Private Placement; the granting of the Option; the anticipated use of proceeds from the Offering and
Concurrent Private Placement; and the occurrence of the expected benefits from the anticipated use of
proceeds from the Offering and Concurrent Private Placement. Actual results and the timing of events could
differ materially from those anticipated in such forward -looking statements as a result of various risks and
uncertainties, including, without limitation: (i) that the current exploration, development, environmental and
other objectives concerning the Livengood Gold Project can be achieved and that the Company’s other
corporate activities will proceed as expected and (ii) that general business and economic conditions will not
change in a mater ially adverse manner; and (iii) that permitting and operations costs will not materially
increase. The foregoing list of important factors that could cause actual events to differ from expectations
should not be construed as exhaustive and should be read i n conjunction with statements that are included
herein and elsewhere, including the risk factors detailed in the “Forward- Looking Statements,” “Risk Factors”
and “Management's Discussion and Analysis of Financial Condition and Results of Operations” sections of the
Company's Annual Report on Form 10- K for the fiscal year ended December 31, 2024, Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2025, the Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2025 and the Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2025 and other documents that have been and will be filed by the Company from time to time with the SEC
and Canadian securities regulators. All forward-looking statements contained in this press release speak only
as of the date on which they were made. The Company undertakes no obligation to update such statements
to reflect events that occur or circumstances that exist after the date on which they were made, except as
required by applicable securities laws.
About International Tower Hill Mines Ltd.
International Tower Hill Mines Ltd. has a 100% interest in its Livengood Gold Project located along the paved
Elliott Highway, 70 miles north of Fairbanks, Alaska.
On behalf of
International Tower Hill Mines Ltd.
(signed) Karl L. Hanneman
Chief Executive Officer
Contact Information: Richard Solie, Jr., Manager - Investor Relations
E-mail: [email protected]
Direct line: 907-328-2825 Toll-Free: 1-855-428-2825