International Tower Hill Mines Closes Upsized US$115 Million Equity Financing, including Full Exercise of Underwriters’ Option
200 Burrard Street
Suite 1570
Vancouver, BC Canada
V6C 3L6
Tel: 604.683.6332
Fax: 604.408.7499
www.ithmines.com
NR26-03 January 27, 2026
International Tower Hill Mines Closes Upsized US$115 Million Equity Financing,
including Full Exercise of Underwriters’ Option
Vancouver, British Columbia, January 27, 2026 – International Tower Hill Mines Ltd. (the “Company”) - (TSX:
ITH) (NYSE American: THM) today announced that it has closed its previously announced upsized public
offering (the “Offering”) of 33,672,000 common shares, no par value, of the Company (the “Common Shares”),
which includes 4,392,000 Common Shares issued pursuant to the full exercise by the Underwriters (as defined
below) of their option to purchase additional Common Shares. The Offering was priced at a price to the public
of US$2.22 per Common Share, resulting in gross proceeds of US$74.8 million to the Company, before
deducting underwriting discounts and estimated offering expenses. Concurrent with the closing of the Offering,
the Company closed its US$40 million private placement (the “Concurrent Private Placement”) of 18,018,018
Common Shares to Paulson & Co. Inc. at the public offering price of the Offering, resulting in total gross
proceeds from the Offering and the Concurrent Private Placement to the Company of US$114.8 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.
BMO Capital Markets acted as lead book -running manager and National Bank of Canada Capital Markets,
RBC Capital Markets, Cantor and Scotiabank acted as book -running managers (collectively, the
“Underwriters”) for the Offering.
The Offering to the public in the United States was 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 was 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 website at www.sec.gov.
Alternatively, copies of the 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 was also conducted in Canada and in offshore jurisdictions on a private placement basis
in accordance with applicable securities laws. The Company relied on the exemption in section 602.1 of the
TSX Company Manual in respect of the Offering and the Concurrent Private Placement, w hich provides that
the TSX will not apply its standards to certain transactions involving eligible interlisted issuers listed on a
recognized exchange, including NYSE American.
On January 27, 2026, after the closing of the Offering, Paulson subscribed to purchase an additional 1,501,982
Common Shares (“Additional Paulson Shares”) at a price per Common Share of US$2.22, for additional
proceeds of $3.3 million to the Company, representing a proportional increase to Paulson’s investment to
account for the upsize in the Offering and exercise of the corresponding Underwriters’ option (the “Subsequent
Private Placement,” and together with the Concurrent Private Placement, the “Private Placement”“). The
consummation of the Subsequent Private Placement is subject to customary closing conditions, including
applicable stock exchange approvals. The sale of the Additional Paulson Shares will not be registered under
the Securities Act of 1933, as amended. The proceeds of the Subsequent Private Placement will be used for
the same purpose as the proceeds of the Offering and the Concurrent Private Placement. The Company
International Tower Hill Mines Ltd. - 2 - January 27, 2026
NR26-03 Continued
intends to rely on the exemption in section 602.1 of the TSX Company Manual in respect of the Subsequent
Private Placement, which provides that the TSX will not apply its standards to certain transactions involving
eligible interlisted issuers listed on a recognized exchange, including NYSE American.
As Paulson and certain of the institutional shareholders who participated in the Offering are related parties of
the Company within the meaning of Multilateral Instrument 61 -101 Protection of Minority Security Holders in
Special Transactions (“MI 61- 101”), the issuance of Common Shares to such investors were “related party
transactions” within the meaning of MI 61- 101. The Company has relied on exemptions from the formal
valuation and minority shareholder approval requirements of MI 61-101 on the basis that the fair market value
of the Common Shares issued to such persons does not exceed 25% of the Company’s current market
capitalization. The Company has not filed a material change report more than 21 days before the expected
closing of the Private Placement and Offering as the details of the Private Placement and Offering were only
finalized shortly before the closing of the Private Placement and the Offering.
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 Subsequent Pr ivate
Placement; the anticipated use of proceeds; and the occurrence of the expected benefits from the anticipated
use of proceeds. 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 acti vities will proceed as expected and (ii)
that general business and economic conditions will not change in a materially 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 in
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 per iod 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 refl ect 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. - 3 - January 27, 2026
NR26-03 Continued
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