International Tower closes offerings for $114.8M (U.S.)

Executive Summary

• International Tower Hill Mines Ltd. has closed an upsized public offering of 33,672,000 common shares, including the full exercise of the underwriters' option to purchase additional shares.
• The company concurrently closed a $40-million private placement to Paulson & Co. Inc., bringing total gross proceeds from the offering and private placement to approximately $114.8 million.
• Net proceeds will be used to finance the exploration and development of the Livengood gold project, including drilling, feasibility studies, permitting, and general corporate purposes.

Key Details

• Public Offering Structure:
  • Total common shares issued: 33,672,000 (including 4,392,000 shares from the full exercise of the underwriters' option).
  • Price to public: $2.22 (U.S.) per common share.
  • Gross proceeds from public offering: $74.8 million (U.S.), before deducting underwriting discounts and estimated offering expenses.
• Concurrent Private Placement:
  • Investor: Paulson & Co. Inc.
  • Shares issued: 18,018,018 common shares.
  • Price: $2.22 (U.S.) per share.
  • Gross proceeds: $40 million (U.S.).
• Total Gross Proceeds:
  • Combined total from public offering and concurrent private placement: $114.8 million (U.S.).
• Subsequent Private Placement:
  • On Jan. 27, 2026, Paulson subscribed to an additional 1,501,982 common shares at $2.22 (U.S.) per share.
  • Additional proceeds: $3.3 million (U.S.).
  • Purpose: Proportional increase to account for the upsize in the offering and exercise of the underwriters' option.
  • Status: Subject to customary closing conditions, including applicable stock exchange approvals.
• Use of Proceeds:
  • Exploration and development of the Livengood gold project.
  • Specific activities include: drilling, metallurgical studies, feasibility studies, technical studies, baseline environmental studies, detailed engineering for permitting, permitting, legal support, community engagement, mineral lease and land payments, acquisitions, and general corporate purposes.
• Underwriters:
  • Lead Bookrunner: BMO Capital Markets.
  • Bookrunning Managers: National Bank of Canada Capital Markets, RBC Capital Markets, Cantor, and Bank of Nova Scotia.
• Regulatory and Legal Context:
  • Offering made pursuant to an effective shelf registration statement on Form S-3.
  • Conducted in the U.S. via prospectus and in Canada/offshore on a private placement basis.
  • Relied on exemption in Section 602.1 of the TSX company manual.
  • Issuances to Paulson and certain institutional shareholders are considered related party transactions under Multilateral Instrument 61-101; exemptions from formal valuation and minority shareholder approval were relied upon as the fair market value of shares issued does not exceed 25% of the company's current market capitalization.