UNITED
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SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT
REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On January 16, 2024, International Tower Hill Mines Ltd. (the “Company”) entered into subscription agreements (collectively, the “Subscription Agreements”) relating to a non-brokered private placement (the “Private Placement”) of 3,807,911 common shares of the Company at a price of US $0.664 per share, for aggregate gross proceeds of approximately US $2.5 million. The Private Placement was taken up by certain of the Company’s current major institutional shareholders consisting of Paulson & Co. Inc. (“Paulson”), Sprott Asset Management USA, Inc. (“Sprott”) and Heptagon plc Kopernik Global All-Cap Equity Fund, a fund managed by Kopernik Global Investors, LLC (“Kopernick”). The Company closed the Private Placement with each of Paulson and Kopernik on January 18, 2024, and with Sprott on January 19, 2024. The Company intends to use the net proceeds of the Private Placement for general working capital purposes.
The Subscription Agreements contain customary representations and warranties and covenants that the parties made to, and solely for the benefit of, each other in the context of all of the terms and conditions of the Subscription Agreements and in the context of the specific relationship between the parties. The provisions of the Subscription Agreements, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the Company.
The foregoing description of the Subscription Agreements is not complete and is qualified in its entirety by the full text of the form of Subscription Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated into this Item 1.01 by reference.
Item 3.02. Unregistered Sale of Equity Securities.
The disclosure set forth in Item 1.01 of this Current Report is incorporated in this Section 3.02 by reference. The Company is relying on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, for purposes of the Private Placement.
Item 7.01. Regulation FD Disclosure.
On January 22, 2024, the Company issued a press release regarding the closing of the Private Placement. A copy of the press release is furnished with this report as Exhibit 99.1.
The information furnished under this Item 7.01, including the press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by reference to such filing.
Item 9.01. Exhibits.
| Exhibit | Description | |
| 10.1 | Form of Subscription Agreement, dated January 16, 2024. | |
| 99.1 | Press Release of the Company, dated January 22, 2024. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| International Tower Hill Mines Ltd. | ||
| (Registrant) | ||
| Dated: January 22, 2024 | By: | /s/ Karl Hanneman |
| Name: | Karl Hanneman | |
| Title: | President and Chief Executive Officer | |