What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-12 compared with 2024-03-08 · 72 added, 66 removed, 443 unchanged (24% 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, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for the years ended December 31, 2023 and 2022, and the related notes and schedules (collectively referred to as the “financial statements”).

(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”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

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

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

Our responsibility is to express an opinion on these 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.

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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 Company’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 entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

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.

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.

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

2 unchanged sentences

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of Impairment Indicators of Mineral Property

70 unchanged sentences

( 3,369,337 )

Basic and diluted net loss per share

Basic and diluted loss per share

Weighted average number of shares outstanding - basic and diluted

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Exchange difference on translating foreign operations

Exercise of options

Reallocation from contributed surplus

Share issuance

( 3,397,969 )

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Share issuance

Share issuance costs

( 3,599,372 )

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Issuance of common shares

Share issuance costs

Cash provided by financing activities

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( 3,159,739 )

( 2,933,242 )

Cash and cash equivalents, beginning of year

1 unchanged sentence

Non-cash transactions:

- Reallocation from contributed surplus from issuance of stock $ 381,238 (December 31, 2022 - $ nil )

- Reallocation from contributed surplus from exercise of stock options $ nil (December 31, 2022 - $ 162,479 )

- 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.

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(“ITH” or the “Company”) is incorporated under the laws of British Columbia, Canada.

The Company’s head office address is 2710-200 Granville Street, Vancouver, British Columbia, Canada.

The Company’s head office address is 1570-200 Burrard Street, Vancouver, British Columbia, Canada.

International Tower Hill Mines Ltd.

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As at March 11, 2025, management believes that the Company has sufficient financial resources to maintain its operations for the next twelve months.

The COVID-19 pandemic has resulted in supply chain disruptions, record high inflation and rising interest rates which all have impeded adversely the global economy and tightened the financial markets.

It is indeterminable when inflation will be back to a normal level and the economy will recover.

These have created uncertainties to whether financing would be available to the Company if the need for funding was to arise.

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.

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dollars, which is the Company’s reporting currency.

The functional currency of ITH is the Canadian (“CAD” or “C”) dollar and the functional currency of ITH Alaska, TH US and LPI is the U.S.

The functional currency of ITH is the Canadian (“C$”) dollar and the functional currency of ITH Alaska, TH US and LPI is the U.S.

In accordance with ASC 830, “Foreign Currency Matters”, the Company translates the assets and liabilities into U.S.

dollars using the rate of exchange prevailing at the balance sheet date and the statements of operations and comprehensive loss and cash flows are translated at an average rate during the reporting period.

Adjustments resulting from the translation from CAD into U.S.

Adjustments resulting from the translation from C$ into U.S.

dollars are recorded in shareholders’ equity as part of accumulated other comprehensive income.

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Recently adopted accounting pronouncements

Accounting Standards Update No.

2016-13—Measurement of Credit Losses on Financial Instruments .

In June 2016, the FASB issued guidance intended to change how companies account for credit losses for most financial assets and certain other instruments.

For trade receivables, loans and held-to-maturity debt securities, companies will be required to estimate lifetime expected credit losses and recognize an allowance against the related instruments.

For available for sale debt securities, companies will be required to recognize an allowance for credit losses rather than reducing the carrying value of the asset.

The adoption of this update, if applicable, will result in earlier recognition of losses and impairments.

Accounting Standards Update No.

2018-19—Codification Improvements to ASC 326, Financial Instruments—Credit Losses.

In November 2018, the FASB introduced guidance on an expected credit loss methodology for the impairment of financial assets measured at amortized cost basis.

That methodology replaces the probable, incurred loss model for those assets.

ASU 2018-19 is the final version of Proposed Accounting Standards Update 2018-270, which has been deleted.

Additionally, the amendments clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20.

Instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842, Leases.

These updates were adopted on January 1, 2023, and had no impact on the Company’s financial statements.

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

Accounting Standards Update 2024-03 – Income Statement – Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40).

ASU 2024-03 requires all public entities to disclose disaggregated information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses.

The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

ASU 2024-03 allows for early adoption and requires either prospective adoption to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospective adoption for any and all prior periods presented in the financial statements.

The Company is currently assessing the impact of adopting ASU 2024-03 on the consolidated financial statements and related disclosures.

The Company has determined that other significant newly issued accounting pronouncements are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption.

FAIR VALUE OF FINANCIAL INSTRUMENTS

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Equipment and facilities rental

Geological/geophysical

Land maintenance & tenure

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Pursuant to an Asset Purchase and Sale and Indemnity Agreement dated June 30, 2006, as amended on July 26, 2007 (the “AngloGold Agreement”), among the Company, AngloGold Ashanti (U.S.A.) Exploration Inc.

(“AngloGold”) and TH Alaska, the Company acquired all of AngloGold’s interest in a portfolio of seven mineral exploration projects in Alaska and referred to as the Livengood, Chisna, Gilles, Coffee Dome, West Pogo, Blackshell, and Caribou properties (the “Sale Properties”) in exchange for a cash payment of $ 50,000 on August 4, 2006, and the issuance of 5,997,295 common shares, representing approximately 19.99 % of the Company’s issued shares following the closing of the acquisition and two private placement financings raising an aggregate of C$ 11,479,348 .

As further consideration for the transfer of the Sale Properties, the Company granted to AngloGold a 90-day right of first offer with respect to the Sale Properties and any additional mineral properties in Alaska in which the Company acquires an interest and which interest the Company proposes to farm out or otherwise dispose of.

Upon AngloGold’s equity interest in the Company being reduced to less than 10 %, this right of first offer would then terminate.

On December 11, 2014, the Company closed a private placement financing in which AngloGold elected not to participate.

As a result of the shares issued in this private placement, AngloGold’s ownership in the Company was reduced to less than 10 % and thus both AngloGold’s right to maintain its ownership percentage interest and its right of first offer on the Company’s Alaskan properties terminated upon the closing of the December 2014 private placement.

Details of the Livengood Property (being the only Sale Property still held by the Company) are as follows:

(“AngloGold”) and TH Alaska, the Company acquired all of AngloGold’s interest, as it was constituted at the time, in the Livengood property located 70 miles north of Fairbanks Alaska.

Since that time, the Company has acquired or adjusted various interests that comprise the Livengood Property, which is further described below.

Details of the Livengood Property are as follows:

Livengood Property:

2 unchanged sentences

Details of the leases are as follows:

a) a lease of the Alaska Mental Health Trust mineral rights having a term commencing July 1, 2004 and extending 19 years until June 30, 2023, subject to further extensions beyond June 30, 2023 by either (1) commercial production or (2) payment of an annual advance minimum royalty equal to 125 % of the amount paid in year 19 and diligent pursuit of development.

Both requirements of (2) above have been satisfied through June 30, 2024.

a) a lease of the Alaska Mental Health Trust mineral rights having a term commencing July 1, 2004 and extending 29 years until June 30, 2033, subject to further extensions beyond June 30, 2033 by either (1) commercial production or (2) payment of an annual advance minimum royalty and diligent pursuit of development.

The lease requires minimum work expenditures and advance minimum royalties (all of which minimum royalties are recoverable from production royalties) which escalate annually with inflation.

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As of December 31, 2024, the Company has paid $ 1,030,000 from the inception of this lease.

c) a lease of patented lode claims having an initial term of ten years commencing January 18, 2007, and continuing for so long thereafter as advance minimum royalties are paid.

The lease requires an advance minimum royalty of $ 20,000 on or before each anniversary date through January 18, 2017 and $ 25,000 on or before each subsequent anniversary (all of which minimum royalties are recoverable from production royalties).

An NSR production royalty of 3 % is payable to the lessors.

The Company may purchase all interests of the lessors in the leased property (including the production royalty) for $ 1,000,000 (less all minimum and production royalties paid to the date of purchase), of which $ 500,000 is payable in cash over four years following the closing of the purchase and the balance of $ 500,000 is payable by way of the 3 % NSR production royalty.

The Company has acquired a 40 % interest in the mining claims subject to the lease, providing the Company with a 40 % interest in the lease.

As of December 31, 2023, the Company has paid $ 295,000 from the inception of this lease.

c) a lease of patented lode claims having an initial term of ten years commencing January 18, 2007, and continuing for so long thereafter as minimum royalties are paid.

In 2019, the Company acquired a 40 % interest in the mining claims subject to the lease, providing the Company with a 40 % interest in the lease.

The lease requires a minimum royalty of $ 15,000 payable to the remaining third-party lessors on or before each anniversary date subsequent to January 18, 2017 (all of which minimum royalties are recoverable from production royalties).

As of December 31, 2024, the Company has paid $ 300,000 to the remaining third-party lessors in minimum royalties from the inception of this lease.

A production royalty of 1.8 % NSR is payable to the remaining third-party lessors.

At any time during the term of the lease, the Company may exercise its option to purchase all interests of the remaining third-party lessors in the patented lode claims subject to the lease (including the production royalty) for $ 600,000 (less all minimum and production royalties paid to said lessors prior to the date the option is exercised), of which 10 % of the purchase price is payable upon exercise, 40 % is payable in equal installments over the subsequent four years following the exercise, and 50 % is payable by way of the 1.8 % NSR production royalty.

Upon commencement of commercial production, the option must be exercised.

d) a lease of unpatented federal lode mining and federal unpatented placer claims having an initial term of ten years commencing on March 28, 2007, and continuing for so long thereafter as advance minimum royalties are paid and mining related activities, including exploration, continue on the property or on adjacent properties controlled by the Company.

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A reconciliation of income taxes at statutory rates with the reported taxes is as follows for the years ended December 31, 2024 and 2023:

Earnings (loss) for the year

Loss for the year

( 3,599,372 )

4 unchanged sentences

Permanent difference

Share issue cost

Adjustment to prior years provision versus statutory tax returns

20 unchanged sentences

Share issuances

At the Company’s 2023 Annual General Meeting of Shareholders held on May 23, 2023, Mr.

Stephen Lang did not stand for re-election as director.

On June 22, 2023, in accordance with the approved Deferred Share Unit Plan, the Company issued 572,347 common shares to Mr.

Lang and transferred related contributed surplus of $ 381,238 to share capital.

During the year ended December 31, 2022, the Company issued 405,000 common shares pursuant to the exercise of stock options for total proceeds of $ 290,290 and transferred related contributed surplus of $ 162,479 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.

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.

Stock options

The Company adopted an incentive stock option plan in 2006, as amended September 19, 2012 and re-approved by the Company’s shareholders on May 28, 2015, May 30, 2018, and May 25, 2021 (the “Stock Option Plan”).

The Company adopted an incentive stock option plan in 2006, as amended September 19, 2012 and re-approved by the Company’s shareholders on May 28, 2015, May 30, 2018, May 25, 2021, and May 29, 2024 (the “Stock Option Plan”).

The essential elements of the Stock Option Plan provide that the aggregate number of common shares of the Company that may be issued pursuant to options granted under the Stock Option Plan and any other share-based compensation arrangements may not exceed 10 % of the number of issued shares of the Company at the time of the granting of options.

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

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.

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.

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

1 unchanged sentence

All of the options vest one-third on the grant date, one-third on May 29, 2025, one-third on May 29, 2026 and expire on May 29, 2030 .

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.

All of these options expire on December 2, 2026 .

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March 21, 2024

March 16, 2023

March 21, 2024

February 1, 2025

August 8, 2025

December 2, 2026

A summary of the non-vested options as of December 31, 2024 and 2023 and changes during the fiscal years ended December 31, 2024 and 2023 is as follows:

5 unchanged sentences

Outstanding at December 31, 2023

( 1,240,000 )

Outstanding at December 31, 2024

2 unchanged sentences

On April 4, 2017, the Company adopted a Deferred Share Unit Plan (the “DSU Plan”).

The DSU Plan was approved by the Company’s shareholders on May 24, 2017 and re-approved by the Company’s shareholders on May 27, 2020 and May 25, 2021.

The DSU Plan was approved by the Company’s shareholders on May 24, 2017 and re-approved by the Company’s shareholders on May 27, 2020, May 25, 2021, and May 29, 2024.

As at December 31, 2024, the maximum aggregate number of common shares that could be issued under the DSU Plan and the Stock Option Plan was 19,969,344 , representing 10 % of the number of issued and outstanding common shares on that date (on a non-diluted basis).

As at December 31, 2023, the Company had stock options to potentially acquire 1,787,049

common shares outstanding under the Stock Option Plan (representing approximately 0.91 % of the outstanding common shares), leaving up to 17,801,504 common shares available for future grants under the DSU Plan and under the Stock Option Plan (combined) based on the number of outstanding common shares as at that date on a non-diluted basis (representing an aggregate of approximately 9.09 % of the outstanding common shares).

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.

As at December 31, 2024, the Company had stock options to potentially acquire 4,152,232 common shares outstanding under the Stock Option Plan (representing approximately 2.08 % of the outstanding common shares), leaving up to 15,817,112 common shares available for future grants under the DSU Plan and under the Stock Option Plan (combined) based on the number of outstanding common shares as at that date on a non-diluted basis (representing an aggregate of approximately 7.92 % of the outstanding common shares).

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 .

During the year ended December 31, 2022, in accordance with the DSU Plan, the Company granted each of the members of the Company’s Board of Directors (other than those directors nominated for election by Paulson & Co.

Inc.) 131,746 DSUs for a total of 526,984 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$ 0.63 per DSU, representing C$ 83,000 per director or C$ 332,000 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.

The DSUs vested immediately upon being granted, but the common shares of stock underlying the DSUs are not deliverable to the grantee until the grantee is no longer serving on the Company’s Board of Directors.

The DSUs vested immediately upon being granted, but the common shares of stock underlying the DSUs are not deliverable to the grantee until the grantee is no longer serving on the Board.

DSUs outstanding are as follows:

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Of the total expense for the year ended December 31, 2022, $ 329,515 was included in consulting fees, $ 79,960 was included in wages and benefits, and $ 5,711 was included in investor relations in the statement of operations and comprehensive loss.

The following weighted average assumptions were used for the Black-Scholes option pricing model of the stock options:

The following weighted average assumptions were used for the Black-Scholes option pricing model of all the stock options excluding the stock options granted on December 2, 2024:

Expected life of options

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The expected volatility used in the Black-Scholes option pricing model is based on the historical volatility of the Company’s shares.

Due to the nature of the stock options granted on December 2, 2024 which have variable vesting conditions, the Black-Scholes model was used to determine the fair value of the 1,000,000 options that vested immediately upon grant and a Monte Carlo Simulation was used with the underlying share price of the Company and the VanEck Junior Gold Miners ETF to determine the fair value of the remaining 1,500,000 options.

The following weighted average assumptions were used for the December 2, 2024 stock option grant:

Black-Scholes

Monte Carlo Simulation

Expected life of options

Risk-free interest rate

Expected volatility

Dividend rate

Exercise price (C$)

SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates in a single reportable operating segment, being the exploration and development of mineral properties.

This segment does not presently report any revenues from operations.

The Company’s Chief Executive Officer (“CEO”) acts as the Chief Operating Decision Maker (“CODM”) and the CODM uses consolidated net income/loss as the measure of segment profit and loss to assess performance and allocate resources.

The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets, with a majority of these assets located in the United States.

We reported no revenues during the years ended December 31, 2024 or 2023.

The following tables present selected financial information by geographic location:

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( 1,138,375 )

( 1,108,518 )

Net loss for the year - United States

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Under the terms of the Company’s mineral property purchase agreements, mineral leases and the terms of the unpatented mineral claims held by it, the Company is required to make certain scheduled acquisition payments, incur certain levels of expenditures, make lease or advance royalty payments, make payments to government authorities and incur assessment work expenditures as summarized in the table below in order to maintain and preserve the Company’s interests in the related mineral properties.

If the Company is unable or unwilling to make any such payments or incur any such expenditures, it is likely that the Company would lose or forfeit its rights to acquire or hold the related mineral

If the Company is unable or unwilling to make any such payments or incur any such expenditures, it is likely that the Company would lose or forfeit its rights to acquire or hold the related mineral properties.

The following table assumes that the Company retains the rights to all of its current mineral properties, but does not exercise any lease purchase or royalty buyout options:

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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