What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-11 compared with 2025-03-12 · 48 added, 48 removed, 467 unchanged (17% of the section changed)

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of International Tower Hill Mines Ltd.

(the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for the years then ended, and the related notes and schedules (collectively referred to as the “financial statements”).

(the “Company”), as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for the years ended December 31, 2025, and 2024 and the related notes and schedules (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025, and 2024 in conformity with accounting principles generally accepted in the United States of America.

1 unchanged sentence

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

3 unchanged sentences

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

20 unchanged sentences

/s/ DAVIDSON & COMPANY LLP

Vancouver, Canada

Chartered Professional Accountants

Vancouver, Canada

March 11, 2026

26 unchanged sentences

Commitments (Note 9)

Subsequent events (Note 11)

The accompanying notes are an integral part of these consolidated financial statements.

35 unchanged sentences

( 269,564,778 )

Share issuance

Share issuance costs

Stock-based compensation-option

1 unchanged sentence

Exchange difference on translating foreign operations

Share issuance

( 3,599,372 )

2 unchanged sentences

( 273,164,150 )

Share issuance

Share issuance costs

Stock-based compensation-option

1 unchanged sentence

Exchange difference on translating foreign operations

Share issuance

Share issuance costs

( 4,638,333 )

27 unchanged sentences

Decrease in cash and cash equivalents

( 3,159,739 )

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year

Non-cash transactions:

- Reallocation from contributed surplus from issuance of stock $ nil (December 31, 2023 - $ 381,238 )

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(Expressed in U.S.

GENERAL INFORMATION, NATURE OF OPERATIONS, AND GOING CONCERN

GENERAL INFORMATION, NATURE AND CONTINUANCE OF OPERATIONS

International Tower Hill Mines Ltd.

8 unchanged sentences

These consolidated financial statements have been prepared on a going-concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future.

The Company will require significant additional financing to continue its operations (including general and administrative expenses) in connection with advancing activities at the Livengood Gold Project and the development of any mine that may be built at the Livengood Gold Project.

There is no assurance that the Company will make a decision to build a mine at the Livengood Gold Project and, if so, that it will be able to obtain the additional financing required on acceptable terms, if at all.

In addition, any significant delays in the issuance of required permits for the ongoing work at the Livengood Gold Project, or unexpected results in connection with the ongoing work, could result in the Company being required to raise additional funds to advance permitting efforts.

The Company’s review of its financing options includes considering a future strategic alliance to assist in further development, permitting and future construction costs, although there can be no assurance that any such strategic alliance will, in fact, be pursued or realized.

Despite the Company’s success to date in raising significant equity financing to fund its operations, there is significant uncertainty that the Company will be able to secure any additional financing in the current or future equity markets.

Even if the Company is able to secure some additional equity financing, the Company may be unable to raise enough capital to continue its operations in connection with advancing all activities at the Livengood Gold Project through 2025 and beyond.

As a result, there is substantial doubt about its ability to continue as a going concern.

Despite the Company’s success to date in raising significant equity financing to fund its operations, there is no assurance that the Company will be able to obtain the additional financing required to further advance the Project on acceptable terms, if at all.

In addition, any significant delays in the issuance of required permits for the ongoing work or the development of the Livengood Gold Project, or unexpected results in connection with the ongoing work or the development of the Livengood Gold Project, could result in the Company being required to raise additional funds to advance the Project.

The amount of funds to be raised and the terms of any proposed equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise.

Specific plans related to the use of proceeds will be devised once financing has been completed and management knows what funds will be available for these purposes.

Due to this uncertainty, if the Company is unable to secure sufficient additional financing, the Company may be required to reduce all discretionary activities at the Project to preserve its working capital to fund anticipated non-discretionary expenditures beyond the 2025 fiscal year.

Subsequent to December 31, 2025, the Company completed a public offering and raised approximately $ 74.75 million and completed a non-brokered private placement and raised approximately $ 43.3 million (Note 11).

As at March 10, 2026, management believes that the Company has sufficient financial resources to maintain its operations for the next twelve months.

These financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary were the going concern adjustment appropriate.

These financial statements do not reflect adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary were the going concern adjustment appropriate.

Such adjustments could be material.

47 unchanged sentences

a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group;

a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

a current expectation

that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

The term more likely than not refers to a level of likelihood that is more than 50%.

26 unchanged sentences

The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model and estimate the expected forfeiture rate at the date of grant.

The value of DSUs is estimated based on the quoted market price of the Company’s common shares.

The value of DSUs

is estimated based on the quoted market price of the Company’s common shares.

When awards are forfeited because non-market based vesting conditions are not satisfied, the expense previously recognized is proportionately reversed.

11 unchanged sentences

Gains and losses are recorded in the statement of operations and comprehensive loss.

Recently adopted accounting pronouncements

Accounting Standards Update 2023-07 – Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

In 2024, the Company adopted ASU 2023-07 and management evaluated the Company’s operations and concluded it has one reportable operating segment which will now require expanded disclosure.

Adoption was made retroactively with segment disclosure included for the years ended December 31, 2024 and 2023.

This standard has not changed the processing, recording, or presentation of financial data, other than providing a table with disclosure of more detail expense categories for the Company’s single operating segment.

Recently issued accounting pronouncements

26 unchanged sentences

Equipment and facilities rental

Geological/geophysical

Land maintenance & tenure

13 unchanged sentences

A net smelter return (“NSR”) production royalty of between 2.5 % and 5.0 % (depending upon the price of gold) is payable to the lessor with respect to the lands subject to this lease.

In addition, an NSR production royalty of l% is payable to the lessor with respect to the unpatented federal mining claims subject to the lease described in b) below and an NSR production royalty of between 0.5 % and 1.0 % (depending upon the price of gold) is payable to the lessor with respect to the lands acquired by the Company as a result of the purchase of Livengood Placers, Inc.

In addition, an NSR production royalty of 1 % is payable to the lessor with respect to the unpatented federal mining claims subject to the lease described in b) below and an NSR production royalty of between 0.5 % and 1.0 % (depending upon the price of gold) is payable to the lessor with respect to the lands acquired by the Company as a result of the purchase of Livengood Placers, Inc.

in December 2011.

33 unchanged sentences

( 3,599,372 )

Statutory Canadian corporate tax rate

Federal and Provincial tax rate

Expected income tax (recovery)

( 1,252,000 )

Change in statutory, foreign tax, foreign exchange rates and other

2 unchanged sentences

Adjustment to prior years provision versus statutory tax returns

Change in unrecognized deductible temporary differences

Change in valuation allowance

( 18,559,000 )

Total income tax expense (recovery)

Current income tax

Deferred tax recovery

The significant components of the Company’s deferred tax assets that have not been included on the consolidated statement of financial position are as follows:

Deferred tax assets (liabilities):

Mineral property assets

Exploration and evaluation assets

Property and equipment

4 unchanged sentences

( 71,696,000 )

Net deferred tax asset

Deferred tax liabilities

Exploration and evaluation assets

( 3,579,000 )

Net deferred tax assets

9 unchanged sentences

During the year ended December 31, 2025, the Company issued 8,192,031 common shares pursuant to a $ 3,932,994 non-brokered private placement at a price of $ 0.4801 per common share to existing major shareholders of the Company.

During the year ended December 31, 2023, in accordance with the approved Deferred Share Unit Plan, the Company issued 572,347 common shares to a past director and transferred related contributed surplus of $ 381,238 to share capital.

During the year ended December 31, 2024, the Company issued 3,807,911 common shares pursuant to a $ 2,528,453 non-brokered private placement at a price of $ 0.664 per common share to existing major shareholders of the Company.

Stock options

2 unchanged sentences

Options granted under the Stock Option Plan will have a maximum term of ten years .

The exercise price of options granted under the Stock Option Plan shall be fixed in compliance with the applicable provisions of the Toronto Stock Exchange (“TSX”) Company Manual in force at the time of grant and, in any event, shall not be less than the closing price of the Company’s common shares on the TSX on the trading day immediately preceding the day on which the option is granted, or such other price as may be agreed to by the Company and accepted by the TSX.

The exercise price of options granted under the Stock Option Plan shall be fixed in compliance with the applicable provisions of the Toronto Stock Exchange (“TSX”) Company Manual in force

at the time of grant and, in any event, shall not be less than the closing price of the Company’s common shares on the TSX on the trading day immediately preceding the day on which the option is granted, or such other price as may be agreed to by the Company and accepted by the TSX.

Options granted under the Stock Option Plan vest immediately, unless otherwise determined by the directors at the date of grant.

On June 4, 2025, the Company granted a total of 240,000 incentive stock options to certain officers and employees of the Company to purchase common shares in the capital stock of the Company at an issue price of C$ 1.25 per share.

Of the total 240,000 stock options granted, 150,000 were granted to Mr.

Karl Hanneman, Chief Executive Officer.

All of the options vest one-third on the grant date, one-third on June 4, 2026, one-third on June 4, 2027 and expire on June 4, 2031 .

On May 29, 2024, the Company granted a total of 240,000 incentive stock options to certain officers and employees of the Company to purchase common shares in the capital stock of the Company at an issue price of C$ 0.94 per share.

3 unchanged sentences

On December 2, 2024, the Company granted a total of 2,500,000 incentive stock options to certain contractors of the Company to purchase common shares in the capital stock of the Company at an issue price of C$ 0.64 per share.

Of the 2,500,000 options, 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.

Of the 2,500,000 options, 1,000,000 options vested immediately on the grant date, 500,000 were cancelled on June 2, 2025 when certain market conditions were not met, and the remaining 1,000,000 vested on December 2, 2025 when certain market conditions were met.

All of these options expire on December 2, 2026 .

During the year ended December 31, 2023, the Company granted a total of 240,000 incentive stock options to certain officers and employees of the Company to purchase common shares in the capital stock of the Company at an issue price of C$ 0.63 per share.

Of the total 240,000 stock options granted, 150,000 were granted to Mr.

Karl Hanneman, Chief Executive Officer.

All of the options vest one-third on the grant date, one-third on May 23, 2024, one-third on May 23, 2025 and expire on May 23, 2029 .

A summary of the status of the stock option plan as of December 31, 2025 and 2024 and changes during the fiscal years is presented below:

2 unchanged sentences

Balance, beginning of the year

Forfeited/cancelled

Balance, end of the year

3 unchanged sentences

December 31, 2024

March 21, 2024

February 1, 2025

7 unchanged sentences

Outstanding at December 31, 2023

( 1,240,000 )

Outstanding at December 31, 2024

Forfeited/cancelled

( 1,240,000 )

8 unchanged sentences

Inc.) 66,400 DSUs for a total of 332,000 DSUs with a grant date fair value (defined as the weighted average of the prices at which the common shares traded on the exchange with the most volume for the five trading days immediately preceding the grant) of C$ 1.25 per DSU, representing C$ 83,000 per director or C$ 415,000 in the aggregate.

During the year ended December 31, 2023, in accordance with the DSU Plan, the Company granted each of the members of the Board as of May 23, 2023 (other than those directors nominated for election by Paulson & Co.

During the year ended December 31, 2024, in accordance with the DSU Plan, the Company granted each of the members of the Board (other than those directors nominated for election by Paulson & Co.

Inc.) 88,298 DSUs for a total of 441,490 DSUs with a grant date fair value (defined as the weighted average of the prices at which the common shares traded on the exchange with the most volume for the five trading days immediately preceding the grant) of C$ 0.94 per DSU, representing C$ 83,000 per director or C$ 415,000 in the aggregate.

On July 12, 2023, in accordance with the DSU Plan, the Company granted a new member of the Board 145,614 DSUs with a grant date fair value (defined as the weighted average of

the prices at which the common shares traded on the exchange with the most volume for the five days immediately preceding the grant) of C$ 0.57 per DSU, representing C$ 83,000 .

The DSUs entitle the holders to receive common shares of the Company’s stock without the payment of any consideration.

70 unchanged sentences

Accordingly, office lease costs will continue to be reported as rent expense on the Consolidated Statements of Operations and Comprehensive Loss and the Company will not recognize a right-of-use (ROU) asset and lease liability on the Consolidated Balance Sheets.

SUBSEQUENT EVENT

Subsequent to December 31, 2024, the Company completed a $ 3.9 million non-brokered private placement pursuant to which it issued 8,192,031 common shares of the Company, at a price of $ 0.4801 per common share to existing major shareholders of the Company.

SUBSEQUENT EVENTS

Subsequent to December 31, 2025, the Company completed a public offering pursuant to which it issued 33,672,000 common shares of the Company, at a price of $ 2.22 per common share in the United States, for aggregate gross proceeds, before underwriting expenses and expenses of the offering, of approximately $ 74.75 million.

In connection with the public offering, the Company completed a non-brokered private placement in two tranches pursuant to which it issued an aggregate of 19,520,000 common shares of the Company, at a price of $ 2.22 per common share to an existing major shareholder of the Company, for total proceeds of approximately $ 43.3 million.

During February 2026, in accordance with the DSU Plan, the Company granted three of the Company’s directors a total of 41,503 DSUs with a grant date fair value of $ 2.53 per DSU, or an aggregate of $ 105,000 .

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data