UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended June 30, 2019 | ||
| OR | ||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the transition period from to
| Commission file number: 001-33638 |
INTERNATIONAL TOWER HILL MINES LTD.
(Exact Name of Registrant as Specified in its Charter)
| British Columbia, Canada | N/A | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
2300-1177 West Hastings
Street (Address of Principal Executive Offices) |
V6E 2K3 (Zip code) |
Registrant’s telephone number, including area code: (604) 683-6332
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class: |
Trading Symbol: |
Name of each exchange on which registered: |
| Common Shares, no par value | THM | NYSE American |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | x | Smaller reporting company | x |
| Emerging growth company | ¨ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of August 1, 2019, the registrant had 187,573,671 common shares outstanding.
Table of Contents
2
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING
ESTIMATES OF MEASURED, INDICATED AND
INFERRED RESOURCES AND PROVEN AND PROBABLE RESERVES
International Tower Hill Mines Ltd. (“we”, “us”, “our,” “ITH” or the “Company”) is a mineral exploration company engaged in the acquisition and exploration of mineral properties. As used in this Quarterly Report on Form 10-Q, the terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101—Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”)—CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 (“SEC Industry Guide 7”). Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves, and the primary environmental analysis or report must be filed with the appropriate governmental authority. In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all or any part of a mineral deposit in these categories will ever be converted into reserves.
“Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all, or any part, of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.
Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations if such disclosure includes the grade or quality and the quantity for each category of mineral resource and mineral reserve; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures. Accordingly, information contained in this report and the documents incorporated by reference herein contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
The term “mineralized material” as used in this Quarterly Report on Form 10-Q, although permissible under SEC Industry Guide 7, does not indicate “reserves” by SEC Industry Guide 7 standards. We cannot be certain that any part of the mineralized material will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves”. Investors are cautioned not to assume that all or any part of the mineralized material will ever be confirmed or converted into reserves or that mineralized material can be economically or legally extracted.
CAUTIONARY NOTE TO ALL INVESTORS CONCERNING ECONOMIC ASSESSMENTS THAT INCLUDE INFERRED RESOURCES
The Company currently holds or has the right to acquire interests in an advanced stage exploration project in Alaska referred to as the Livengood Gold Project (the “Livengood Gold Project” or the “Project”). Mineral resources that are not mineral reserves have no demonstrated economic viability. The preliminary assessments on the Project are preliminary in nature and include “inferred mineral resources” that have a great amount of uncertainty as to their existence, and are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. It cannot be assumed that all, or any part, of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies. There is no certainty that such inferred mineral resources at the Project will ever be realized. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.
3
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements or information within the meaning of the United States Private Securities Litigation Reform Act of 1995 concerning anticipated results and developments in the operations of the Company in future periods, planned exploration activities, the adequacy of the Company’s financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible”, “plans” and similar expressions, or statements that events, conditions or results “will,” “may,” “could” or “should” (or the negative and grammatical variations of any of these terms) occur or be achieved. These forward-looking statements may include, but are not limited to, statements concerning:
| · | the Company’s future cash requirements, the Company’s ability to meet its financial obligations as they come due, and the Company’s ability to be able to raise the necessary funds to continue operations on acceptable terms, if at all; |
| · | the potential to improve the block model or production schedule at the Livengood Gold Project; |
| · | the potential for opportunities to improve recovery or further reduce costs at the Livengood Gold Project; |
| · | the Company’s ability to potentially include the results of the optimization process in a new or updated feasibility study or any future financial analysis of the Project, and the estimated cost of such optimization process; |
| · | the Company’s ability to carry forward and incorporate into future engineering studies of the Project updated mine design, production schedule, and recovery concepts identified during the optimization process; |
| · | the potential for the Company to carry out an engineering phase that will evaluate and optimize the Project configuration and capital and operating expenses, including determining the optimum scale for the Project; |
| · | the Company’s strategies and objectives, both generally and specifically in respect of the Livengood Gold Project; |
| · | the Company’s belief that there are no known environmental issues that are anticipated to materially impact the Company’s ability to conduct mining operations at the Project; |
| · | the potential for the expansion of the estimated resources at the Livengood Gold Project; |
| · | the potential for a production decision concerning, and any production at, the Livengood Gold Project; |
| · | the sequence of decisions regarding the timing and costs of development programs with respect to, and the issuance of the necessary permits and authorizations required for, the Livengood Gold Project; |
| · | the Company’s estimates of the quality and quantity of the resources at the Livengood Gold Project; |
| · | the timing and cost of any future exploration programs at the Livengood Gold Project, and the timing of the receipt of results therefrom; |
| · | the expected reduction in overhead expenses; and |
| · | future general business and economic conditions, including changes in the price of gold and the overall sentiment of the markets for public equity. |
Such forward-looking statements reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others:
| · | the demand for, and level and volatility of the price of gold; |
| · | conditions in the financial markets generally, the overall sentiment of the markets for public equity, interest rates and currency rates; |
| · | general business and economic conditions; |
| · | government regulation and proposed legislation (and changes thereto or interpretations thereof); |
| · | defects in title to claims, or the ability to obtain surface rights, either of which could affect the Company’s property rights and claims; |
| · | the Company’s ability to secure the necessary services and supplies on favorable terms in connection with its programs at the Livengood Gold Project and other activities; |
| · | the Company’s ability to attract and retain key staff, particularly in connection with the permitting and development of any mine at the Livengood Gold Project; |
| · | the accuracy of the Company’s resource estimates (including with respect to size and grade) and the geological, operational and price assumptions on which these are based; |
| · | the timing of the ability to commence and complete planned work programs at the Livengood Gold Project; |
4
| · | the timing of the receipt of and the terms of the consents, permits and authorizations necessary to carry out exploration and development programs at the Livengood Gold Project and the Company’s ability to comply with such terms on a safe and cost-effective basis; |
| · | the ongoing relations of the Company with the lessors of its property interests and applicable regulatory agencies; |
| · | the metallurgy and recovery characteristics of samples from certain of the Company’s mineral properties and whether such characteristics are reflective of the deposit as a whole; and |
| · | the continued development of and potential construction of any mine at the Livengood Gold Project property not requiring consents, approvals, authorizations or permits that are materially different from those identified by the Company. |
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including without limitation those discussed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2018, which are incorporated herein by reference, as well as other factors described elsewhere in this report and the Company’s other reports filed with the SEC.
The Company’s forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations and opinions of management as of the date of this report. The Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.
5
INTERNATIONAL TOWER HILL MINES LTD.
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
As at June 30, 2019 and December 31, 2018
(Expressed in US Dollars - Unaudited)
| Note | June 30, 2019 | December
31, | ||||||||
| ASSETS | ||||||||||
| Current | ||||||||||
| Cash and cash equivalents | $ | 8,302,179 | $ | 10,228,964 | ||||||
| Prepaid expenses and other | 220,561 | 203,968 | ||||||||
| Total current assets | 8,522,740 | 10,432,932 | ||||||||
| Property and equipment | 16,592 | 17,750 | ||||||||
| Capitalized acquisition costs | 4 | 55,305,251 | 55,273,432 | |||||||
| Total assets | $ | 63,844,583 | $ | 65,724,114 | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable | $ | 187,039 | $ | 43,475 | ||||||
| Accrued liabilities | 5 | 256,690 | 504,478 | |||||||
| Total liabilities | 443,729 | 547,953 | ||||||||
| Shareholders’ equity | ||||||||||
| Share capital, no par value; authorized 500,000,000 shares; 186,990,683 and 187,573,671 shares issued and outstanding at December 31, 2018 and June 30, 2019, respectively | 6 | 278,213,801 | 277,852,672 | |||||||
| Contributed surplus | 34,665,103 | 34,960,292 | ||||||||
| Accumulated other comprehensive income | 1,529,619 | 1,162,900 | ||||||||
| Deficit | (251,007,669 | ) | (248,799,703 | ) | ||||||
| Total shareholders’ equity | 63,400,854 | 65,176,161 | ||||||||
| Total liabilities and shareholders’ equity | $ | 63,844,583 | $ | 65,724,114 | ||||||
General Information and Nature of Operations (Note 1)
Commitments (Note 8)
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
6
INTERNATIONAL TOWER HILL MINES LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the Three and Six Months Ended June 30, 2019 and 2018
(Expressed in US Dollars - Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||||
| Note | June 30, 2019 | June 30, 2018 | June 30, 2019 | June 30, 2018 | ||||||||||||||
| Operating expenses | ||||||||||||||||||
| Consulting fees | $ | 43,637 | $ | 26,195 | $ | 87,508 | $ | 79,910 | ||||||||||
| Depreciation | 579 | 762 | 1,158 | 1,524 | ||||||||||||||
| Insurance | 30,791 | 36,503 | 60,629 | 107,953 | ||||||||||||||
| Investor relations | 20,284 | 26,893 | 34,200 | 45,400 | ||||||||||||||
| Mineral property exploration | 4 | 911,947 | 706,115 | 1,162,538 | 910,327 | |||||||||||||
| Office | 6,221 | 9,444 | 11,033 | 18,908 | ||||||||||||||
| Other | 4,532 | 4,095 | 7,581 | 8,376 | ||||||||||||||
| Professional fees | 44,656 | 50,308 | 92,117 | 102,271 | ||||||||||||||
| Regulatory | 21,620 | 20,486 | 84,433 | 79,169 | ||||||||||||||
| Rent | 33,931 | 33,933 | 67,864 | 67,865 | ||||||||||||||
| Travel | 5,138 | 12,026 | 8,095 | 30,315 | ||||||||||||||
| Wages and benefits | 6 | 176,777 | 350,447 | 332,528 | 878,110 | |||||||||||||
| Total operating expenses | (1,300,113 | ) | (1,277,207 | ) | (1,949,684 | ) | (2,330,128 | ) | ||||||||||
| Other income (expenses) | ||||||||||||||||||
| (Loss)/gain on foreign exchange | (159,708 | ) | 239,726 | (363,246 | ) | 212,279 | ||||||||||||
| Interest income | 49,036 | 41,066 | 81,233 | 42,429 | ||||||||||||||
| Other income | 23,731 | 41,000 | 23,731 | 54,785 | ||||||||||||||
| Total other income (expenses) | (86,941 | ) | 321,792 | (258,282 | ) | 309,493 | ||||||||||||
| Net loss for the period | (1,387,054 | ) | (955,415 | ) | (2,207,966 | ) | (2,020,635 | ) | ||||||||||
| Other comprehensive income (loss) | ||||||||||||||||||
| Unrealized gain/(loss) on marketable securities | - | 1,559 | - | (1,526 | ) | |||||||||||||
| Exchange difference on translating foreign operations | 160,694 | (250,574 | ) | 366,719 | (225,712 | ) | ||||||||||||
| Total other comprehensive income (loss) for the period | 160,694 | (249,015 | ) | 366,719 | (227,238 | ) | ||||||||||||
| Comprehensive loss for the period | $ | (1,226,360 | ) | $ | (1,204,430 | ) | $ | (1,841,247 | ) | $ | (2,247,873 | ) | ||||||
| Basic and diluted loss per share | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||||
| Weighted average number of shares outstanding – basic and diluted | 187,238,729 | 186,698,298 | 187,142,553 | 177,002,395 | ||||||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
7
INTERNATIONAL TOWER HILL MINES LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the Three and Six Months Ended June 30, 2019 and 2018
(Expressed in US Dollars - Unaudited)
| Six-Month Period Ended June 30, 2019 | ||||||||||||||||||||||||||||
| Number of shares | Share capital | Contributed surplus | Obligation to issue shares | Accumulated other comprehensive income | Deficit | Total | ||||||||||||||||||||||
| Balance, December 31, 2018 | 186,990,683 | $ | 277,852,672 | $ | 34,960,292 | $ | - | $ | 1,162,900 | $ | (248,799,703 | ) | $ | 65,176,161 | ||||||||||||||
| Stock-based compensation-options | - | - | 1,686 | - | - | - | 1,686 | |||||||||||||||||||||
| Exchange difference on translating foreign operations | - | - | - | - | 366,719 | - | 366,719 | |||||||||||||||||||||
| Share issuance | 461,814 | 245,592 | (245,592 | ) | - | - | - | - | ||||||||||||||||||||
| Exercise of options | 121,174 | 64,254 | - | - | - | - | 64,254 | |||||||||||||||||||||
| Reallocation from contributed surplus | - | 51,283 | (51,283 | ) | - | - | - | - | ||||||||||||||||||||
| Net loss | - | - | - | - | - | (2,207,966 | ) | (2,207,966 | ) | |||||||||||||||||||
| Balance, June 30, 2019 | 187,573,671 | $ | 278,213,801 | $ | 34,665,103 | $ | - | $ | 1,529,619 | $ | (251,007,669 | ) | $ | 63,400,854 | ||||||||||||||
| Three-Month Period Ended June 30, 2019 | ||||||||||||||||||||||||||||
| Number of shares | Share capital | Contributed surplus | Obligation to issue shares | Accumulated other comprehensive income | Deficit | Total | ||||||||||||||||||||||
| Balance, March 31, 2019 | 187,111,857 | $ | 277,968,209 | $ | 34,910,695 | $ | - | $ | 1,368,925 | $ | (249,620,615 | ) | $ | 64,627,214 | ||||||||||||||
| Exchange difference on translating foreign operations | - | - | - | - | 160,694 | - | 160,694 | |||||||||||||||||||||
| Share issuance | 461,814 | 245,592 | (245,592 | ) | - | - | - | - | ||||||||||||||||||||
| Net loss | - | - | - | - | - | (1,387,054 | ) | (1,387,054 | ) | |||||||||||||||||||
| Balance, June 30, 2019 | 187,573,671 | $ | 278,213,801 | $ | 34,665,103 | $ | - | $ | 1,529,619 | $ | (251,007,669 | ) | $ | 63,400,854 | ||||||||||||||
| Six-Month Period Ended June 30, 2018 | ||||||||||||||||||||||||||||
| Number of shares | Share capital | Contributed surplus | Obligation to issue shares | Accumulated other comprehensive income | Deficit | Total | ||||||||||||||||||||||
| Balance, December 31, 2017 | 162,392,996 | $ | 265,616,642 | $ | 34,459,264 | $ | 63,593 | $ | 1,686,359 | $ | (244,607,665 | ) | $ | 57,218,193 | ||||||||||||||
| Stock-based compensation-options | - | - | 179,265 | - | - | - | 179,265 | |||||||||||||||||||||
| Unrealized gain/(loss) on available-for-sale securities | - | - | - | - | (1,526 | ) | - | (1,526 | ) | |||||||||||||||||||
| Exchange difference on translating foreign operations | - | - | - | - | (225,712 | ) | - | (225,712 | ) | |||||||||||||||||||
| Obligation to issue shares | - | - | - | (63,593 | ) | - | - | (63,593 | ) | |||||||||||||||||||
| Share issuance | 24,129,687 | 12,063,593 | - | - | - | - | 12,063,593 | |||||||||||||||||||||
| Share issuance costs | - | (111,379 | ) | - | - | - | - | (111,379 | ) | |||||||||||||||||||
| Exercise of options | 294,000 | 114,358 | - | - | - | - | 114,358 | |||||||||||||||||||||
| Reallocation from contributed surplus | - | 65,036 | (65,036 | ) | - | - | - | - | ||||||||||||||||||||
| Net loss | - | - | - | - | - | (2,020,635 | ) | (2,020,635 | ) | |||||||||||||||||||
| Balance, June 30, 2018 | 186,816,683 | $ | 277,748,250 | $ | 34,573,493 | $ | - | $ | 1,459,121 | $ | (246,628,300 | ) | $ | 67,152,564 | ||||||||||||||
| Three-Month Period Ended June 30, 2018 | ||||||||||||||||||||||||||||
| Number of shares | Share capital | Contributed surplus | Obligation to issue shares | Accumulated other comprehensive income | Deficit | Total | ||||||||||||||||||||||
| Balance, March 31, 2018 | 186,522,683 | $ | 277,596,757 | $ | 34,633,431 | $ | - | $ | 1,708,136 | $ | (245,672,885 | ) | $ | 68,265,439 | ||||||||||||||
| Stock-based compensation-options | - | - | 5,098 | - | - | - | 5,098 | |||||||||||||||||||||
| Unrealized gain/(loss) on available-for-sale securities | - | - | - | - | 1,559 | - | 1,559 | |||||||||||||||||||||
| Exchange difference on translating foreign operations | - | - | - | - | (250,574 | ) | - | (250,574 | ) | |||||||||||||||||||
| Share issuance costs | - | (27,901 | ) | - | - | - | - | (27,901 | ) | |||||||||||||||||||
| Exercise of options | 294,000 | 114,358 | - | - | - | - | 114,358 | |||||||||||||||||||||
| Reallocation from contributed surplus | - | 65,036 | (65,036 | ) | - | - | - | - | ||||||||||||||||||||
| Net loss | - | - | - | - | - | (955,415 | ) | (955,415 | ) | |||||||||||||||||||
| Balance, June 30, 2018 | 186,816,683 | $ | 277,748,250 | $ | 34,573,493 | $ | - | $ | 1,459,121 | $ | (246,628,300 | ) | $ | 67,152,564 | ||||||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
8
INTERNATIONAL TOWER HILL MINES LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2019 and 2018
(Expressed in US Dollars - Unaudited)
| Six Months Ended | ||||||||
| June 30, 2019 | June 30, 2018 | |||||||
| Operating Activities | ||||||||
| Loss for the period | $ | (2,207,966 | ) | $ | (2,020,635 | ) | ||
| Add items not affecting cash: | ||||||||
| Depreciation | 1,158 | 1,524 | ||||||
| Stock-based compensation | 1,686 | 179,265 | ||||||
| Changes in non-cash items: | ||||||||
| Accounts receivable | 48,874 | - | ||||||
| Prepaid expenses and other | (58,476 | ) | (28,989 | ) | ||||
| Accounts payable and accrued liabilities | (106,678 | ) | (42,852 | ) | ||||
| Cash used in operating activities | (2,321,402 | ) | (1,911,687 | ) | ||||
| Financing Activities | ||||||||
| Issuance of common shares | 64,254 | 12,114,358 | ||||||
| Share issuance costs | - | (111,379 | ) | |||||
| Cash provided by financing activities | 64,254 | 12,002,979 | ||||||
| Investing Activities | ||||||||
| Capitalized acquisition costs | (31,819 | ) | - | |||||
| Cash used in investing activities | (31,819 | ) | - | |||||
| Effect of foreign exchange on cash | 362,182 | (221,763 | ) | |||||
| Increase (decrease) in cash and cash equivalents | (1,926,785 | ) | 9,869,529 | |||||
| Cash and cash equivalents, beginning of the period | 10,228,964 | 2,244,466 | ||||||
| Cash and cash equivalents, end of the period | $ | 8,302,179 | $ | 12,113,995 | ||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
9
INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2019 and 2018
(Expressed in US dollars – Unaudited)
| 1. | GENERAL INFORMATION AND NATURE OF OPERATIONS |
International Tower Hill Mines Ltd. (“ITH” or the “Company”) is incorporated under the laws of British Columbia, Canada. The Company’s head office address is 2300-1177 West Hastings Street, Vancouver, British Columbia, Canada.
International Tower Hill Mines Ltd. consists of ITH and its wholly-owned subsidiaries Tower Hill Mines, Inc. (“TH Alaska”) (an Alaska corporation), Tower Hill Mines (US) LLC (“TH US”) (a Colorado limited liability company), and Livengood Placers, Inc. (“LPI”) (a Nevada corporation). The Company is in the business of acquiring, exploring and evaluating mineral properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed. At June 30, 2019, the Company controls a 100% interest in its Livengood Gold Project, an exploration-stage project in Alaska, U.S.A.
These unaudited condensed consolidated interim 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.
As at June 30, 2019, the Company had cash and cash equivalents of $8,302,179 compared to $10,228,964 at December 31, 2018. The Company has no revenue generating operations from which it can internally generate funds.
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 determined to be built at the Livengood Gold Project, and there is no assurance that the Company 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 pursuing 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 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. 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.
| 2. | BASIS OF PRESENTATION |
These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles
generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to
Form 10-Q and Article 8 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Accordingly, they do not
include all of the information and footnotes required by U.S. GAAP for annual financial statements. These unaudited condensed consolidated
interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended
December 31, 2018 as filed in our Annual Report on Form 10-K. In the opinion of the Company’s management, these financial
statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s
financial position at June 30, 2019 and the results of its operations for the six months then ended. Operating results for the
six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December
31, 2019. The 2018 year-end balance sheet data was derived from audited financial statements but does not include all disclosures
required by U.S. GAAP.
The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. These judgments, estimates and assumptions are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. While management believes the estimates to be reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.
| 10 |
INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2019 and 2018
(Expressed in US dollars – Unaudited)
On August 8, 2019, the Board of Directors of the Company (the “Board”) approved these condensed consolidated interim financial statements.
Basis of consolidation
These condensed consolidated interim financial statements include the accounts of ITH and its wholly-owned subsidiaries TH Alaska, TH US, and LPI. All intercompany transactions and balances have been eliminated.
| 3. | FAIR VALUE OF FINANCIAL INSTRUMENTS |
The carrying values of cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximate their fair values due to the short-term maturity of these financial instruments.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement. The three levels of the fair value hierarchy are as follows:
| · | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; |
| · | Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and |
| · | Level 3 – Inputs that are not based on observable market data. |
| 4. | CAPITALIZED ACQUISITION COSTS |
The Company had the following activity related to capitalized acquisition costs:
| Capitalized acquisition costs | Amount | |||
| Balance, December 31, 2018 | $ | 55,273,432 | ||
| Acquisition costs | 31,819 | |||
| Balance, June 30, 2019 | $ | 55,305,251 | ||
The following table presents costs incurred for exploration and evaluation activities for the six months ended June 30, 2019 and 2018:
| June 30, 2019 | June 30, 2018 | |||||||
| Exploration costs: | ||||||||
| Aircraft services | $ | 4,351 | $ | 4,200 | ||||
| Environmental | 82,216 | 107,014 | ||||||
| Equipment rental | 36,119 | 16,805 | ||||||
| Field costs | 50,604 | 63,084 | ||||||
| Geological/geophysical | 505,061 | 270,463 | ||||||
| Land maintenance and tenure | 438,827 | 421,005 | ||||||
| Legal | 39,936 | 26,511 | ||||||
| Transportation and travel | 5,424 | 1,245 | ||||||
| Total expenditures for the period | $ | 1,162,538 | $ | 910,327 | ||||
| 11 |
INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2019 and 2018
(Expressed in US dollars – Unaudited)
Livengood Gold Project Property
The Livengood property is located in the Tintina gold belt approximately 113 kilometers (70 miles) northwest of Fairbanks, Alaska. The property consists of land leased from the Alaska Mental Health Trust, a number of smaller private mineral leases, Alaska state mining claims purchased or located by the Company and patented ground held by the Company.
Details of the leases are as follows:
| a) | A lease of the Alaska Mental Health Trust mineral rights having a term beginning July 1, 2004 and extending 19 years until June 30, 2023, subject to further extensions beyond June 30, 2023 by either commercial production or payment of an advance minimum royalty equal to 125% of the amount paid in year 19 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. 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 December 2011. During the six months ended June 30, 2019 and from the inception of this lease, the Company has paid $343,794 and $3,306,615, respectively. |
| b) | A lease of federal unpatented lode mining claims having an initial term of ten years commencing on April 21, 2003 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. The lease requires an advance minimum royalty of $50,000 on or before each anniversary date (all of which minimum royalties are recoverable from production royalties). An NSR production royalty of between 2% and 3% (depending on the price of gold) is payable to the lessors. The Company may purchase 1% of the royalty for $1,000,000. During the six months ended June 30, 2019 and from the inception of this lease, the Company has paid $50,000 and $780,000, respectively. |
| c) | A lease of patented lode mining 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. During the six months ended June 30, 2019 and from the inception of this lease, the Company has paid $25,000 and $235,000, respectively. |
| 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. The lease requires an advance minimum royalty of $15,000 on or before each anniversary date (all of which minimum royalties are recoverable from production royalties). The Company is required to pay the lessor the sum of $250,000 upon making a positive production decision, payable $125,000 within 120 days of the decision and $125,000 within a year of the decision (all of which are recoverable from production royalties). An NSR production royalty of 2% is payable to the lessor. The Company may purchase all of the interest of the lessor in the leased property (including the production royalty) for $1,000,000. During the six months ended June 30, 2019 and from the inception of this lease, the Company has paid $15,000 and $158,000, respectively. |
| 12 |
INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2019 and 2018
(Expressed in US dollars – Unaudited)
Title to mineral properties
The acquisition of title to mineral properties is a detailed and time-consuming process. The Company has taken steps to verify title to mineral properties in which it has an interest. Although the Company has taken every reasonable precaution to ensure that legal title to its properties is properly recorded in the name of the Company, there can be no assurance that such title will ultimately be secured.
| 5. | ACCRUED LIABILITIES |
The following table presents the accrued liabilities balances at June 30, 2019 and December 31, 2018.
| June 30, 2019 | December 31, 2018 | |||||||
| Accrued liabilities | $ | 227,460 | $ | 172,147 | ||||
| Accrued salaries and benefits | 29,230 | 332,331 | ||||||
| Total accrued liabilities | $ | 256,690 | $ | 504,478 | ||||
Accrued liabilities at June 30, 2019 include accruals for general corporate costs and project costs of $39,512 and $187,948, respectively. Accrued liabilities at December 31, 2018 include accruals for general corporate costs and project costs of $35,176 and $136,971, respectively.
| 6. | SHARE CAPITAL |
Authorized
500,000,000 common shares without par value. At December 31, 2018 and June 30, 2019, there were 186,990,683 and 187,573,671 shares issued and outstanding, respectively.
Share issuances
During the six months ended June 30, 2019, the Company issued 121,174 common shares pursuant to the exercise of stock options for total proceeds of $64,254 and transferred related contributed surplus of $51,283 to share capital.
At the Company’s 2019 Annual General Meeting of Shareholders held on May 30, 2019, Messrs. John Ellis and Thomas Irwin did not stand for re-election as director. On June 5, 2019 in accordance with the approved Deferred Share Unit Plan, the Company issued 230,907 common shares to each of the two past directors for a total of 461,814 common shares and transferred related contributed surplus of $245,592 to share capital.
Stock options
The Company adopted an incentive stock option plan in 2006, as amended September 19, 2012 and reapproved by the Company’s shareholders on May 28, 2015 and May 30, 2018 (the “2006 Plan”). The essential elements of the 2006 Plan provide that the aggregate number of common shares of the Company that may be issued pursuant to options granted under the 2006 Plan may not exceed 10% of the number of issued shares of the Company at the time of the granting of the options. Options granted under the 2006 Plan will have a maximum term of ten years. The exercise price of options granted under the 2006 Plan shall be fixed in compliance with the applicable provisions of the Toronto Stock Exchange (“TSX”) Company Manual in force at the time of grant and, in any event, shall not be less than the closing price of the Company’s common shares on the TSX on the trading day immediately preceding the day on which the option is granted, or such other price as may be agreed to by the Company and accepted by the TSX. Options granted under the 2006 Plan vest immediately, unless otherwise determined by the directors at the date of grant.
A summary of the status of the 2006 Plan as of June 30, 2019 and December 31, 2018 is presented below:
| 13 |
INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2019 and 2018
(Expressed in US dollars – Unaudited)
| Six Months Ended | Year Ended | |||||||||||||||||||||||
| June 30, 2019 | December 31, 2018 | |||||||||||||||||||||||
| Number of Options | Weighted Average Exercise Price (C$) | Aggregate Intrinsic Value (C$) | Number of Options | Weighted Average Exercise Price (C$) | Aggregate Intrinsic Value (C$) | |||||||||||||||||||
| Balance, beginning of the period | 3,655,991 | $ | 0.98 | 4,477,000 | $ | 1.03 | ||||||||||||||||||
| Granted | - | - | 420,085 | 0.61 | ||||||||||||||||||||
| Exercised | (121,174 | ) | 0.70 | (468,000 | ) | 0.50 | ||||||||||||||||||
| Expired | - | - | (269,000 | ) | 2.18 | |||||||||||||||||||
| Cancelled | - | - | (504,094 | ) | 0.95 | |||||||||||||||||||
| Balance, end of the period | 3,534,817 | $ | 0.99 | $ | 82,626 | 3,655,991 | $ | 0.98 | $ | 67,899 | ||||||||||||||
The weighted average remaining life of options outstanding at June 30, 2019 was 3.48 years.
Stock options outstanding are as follows:
| June 30, 2019 | December 31, 2018 | |||||||||||||||||||||||
| Expiry Date | Exercise Price (C$) | Number of Options | Exercisable | Exercise Price (C$) | Number of Options | Exercisable | ||||||||||||||||||
| February 25, 2022 | $ | 1.11 | 970,000 | 970,000 | $ | 1.11 | 970,000 | 970,000 | ||||||||||||||||
| February 25, 2022 | $ | 0.73 | 270,000 | 270,000 | $ | 0.73 | 360,000 | 360,000 | ||||||||||||||||
| March 10, 2022 | $ | 1.11 | 370,000 | 370,000 | $ | 1.11 | 370,000 | 370,000 | ||||||||||||||||
| March 16, 2023 | $ | 1.00 | 1,140,000 | 1,140,000 | $ | 1.00 | 1,140,000 | 1,140,000 | ||||||||||||||||
| March 16, 2023 | $ | 0.50 | 130,000 | 130,000 | $ | 0.50 | 130,000 | 130,000 | ||||||||||||||||
| June 9, 2023 | $ | 1.00 | 30,000 | 30,000 | $ | 1.00 | 30,000 | 30,000 | ||||||||||||||||
| March 21, 2024 | $ | 0.61 | 374,817 | 374,817 | $ | 0.61 | 405,991 | 405,991 | ||||||||||||||||
| February 1, 2025 | $ | 1.35 | 250,000 | 250,000 | $ | 1.35 | 250,000 | 166,667 | ||||||||||||||||
| 3,534,817 | 3,534,817 | 3,655,991 | 3,572,658 | |||||||||||||||||||||
A summary of the non-vested options as of June 30, 2019 and changes during the six months ended June 30, 2019 is as follows:
| Non-vested options: | Number of options | Weighted average grant-date fair value (C$) | ||||||
| Outstanding at December 31, 2018 | 83,333 | $ | 0.40 | |||||
| Vested | (83,333 | ) | $ | 0.40 | ||||
| Outstanding at June 30, 2019 | - | - | ||||||
At June 30, 2019, there was no unrecognized compensation expense related to non-vested options outstanding.
Share-based payments
During the six month period ended June 30, 2019, there were no stock options granted by the Company. Share-based payment charges for the six months ended June 30, 2019 totaled $1,686, which were included in wages and benefits in the statement of operations and comprehensive loss.
During the six month period ended June 30, 2018, there were 420,085 stock options granted by the Company. Share-based payment charges for the six months ended June 30, 2018 totaled $179,265.
| 14 |
INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2019 and 2018
(Expressed in US dollars – Unaudited)
Deferred Share Unit Incentive Plan
On April 4, 2017, the Company adopted a Deferred Share Unit Plan (the “DSU Plan”). On May 24, 2017, at the Company’s Annual General Meeting of Shareholders, the DSU Plan was approved. The maximum aggregate number of common shares that may be issued under the DSU Plan and the 2006 Plan is 10% of the number of issued and outstanding common shares (on a non-diluted basis).
During the year ended December 31, 2018, in accordance with the Company’s DSU Plan, on October 17, 2018 the Company granted each of the members of the Board of Directors (other than those directors nominated for election by Paulson & Co., Inc.) 101,220 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$0.82 per grant, or an aggregate of C$581,003.
The DSUs entitle the holders to receive common shares of the Company without the payment of any consideration. The DSUs vested immediately upon being granted but the common shares underlying the DSUs are not deliverable to the grantee until the grantee is no longer serving on the Company’s Board of Directors.
DSUs outstanding are as follows:
| Six Months Ended | Year Ended | |||||||||||||||
| June 30, 2019 | December 31, 2018 | |||||||||||||||
| Number of Units | Weighted Average Exercise Price (C$) | Number of Units | Weighted Average Exercise Price (C$) | |||||||||||||
| Balance, beginning of the period | 1,356,975 | $ | 0.72 | 648,435 | $ | 0.62 | ||||||||||
| Issued | - | - | 708,540 | $ | 0.82 | |||||||||||
| Delivered | (461,814 | ) | 0.72 | - | - | |||||||||||
| Balance, end of the period | 895,161 | $ | 0.72 | 1,356,975 | $ | 0.72 | ||||||||||
| 7. | SEGMENT AND GEOGRAPHIC INFORMATION |
The Company operates in a single reportable segment, being the exploration and development of mineral properties. The following tables present selected financial information by geographic location:
| Canada | United States | Total | ||||||||||
| June 30, 2019 | ||||||||||||
| Capitalized acquisition costs | $ | - | $ | 55,305,251 | $ | 55,305,251 | ||||||
| Property and equipment | 8,085 | 8,507 | 16,592 | |||||||||
| Current assets | 7,971,641 | 551,099 | 8,522,740 | |||||||||
| Total assets | $ | 7,979,726 | $ | 55,864,857 | $ | 63,844,583 | ||||||
| December 31, 2018 | ||||||||||||
| Capitalized acquisition costs | $ | - | $ | 55,273,432 | $ | 55,273,432 | ||||||
| Property and equipment | 8,191 | 9,559 | 17,750 | |||||||||
| Current assets | 9,928,115 | 504,817 | 10,432,932 | |||||||||
| Total assets | $ | 9,936,306 | $ | 55,787,808 | $ | 65,724,114 | ||||||
| Three months ended | June 30, 2019 | June 30, 2018 | ||||||
| Net loss for the period – Canada | $ | (255,125 | ) | $ | 116,108 | |||
| Net loss for the period – United States | (1,131,929 | ) | (1,071,523 | ) | ||||
| Net loss for the period | $ | (1,387,054 | ) | $ | (955,415 | ) | ||
| 15 |
INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2019 and 2018
(Expressed in US dollars – Unaudited)
| Six months ended | June 30, 2019 | June 30, 2018 | ||||||
| Net loss for the period – Canada | $ | (601,504 | ) | $ | (335,585 | ) | ||
| Net loss for the period – United States | (1,606,462 | ) | (1,685,050 | ) | ||||
| Net loss for the period | $ | (2,207,966 | ) | $ | (2,020,635 | ) | ||
| 8. | COMMITMENTS |
The following table discloses, as of June 30, 2019, the Company’s contractual obligations, including anticipated mineral property payments. 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 expenditure, 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:
| Payments Due by Year | ||||||||||||||||||||||||||||
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024 and beyond | Total | ||||||||||||||||||||||
| Mineral Property Leases(1) | $ | - | $ | 438,951 | $ | 444,185 | $ | 449,498 | $ | 454,890 | $ | 460,363 | $ | 2,247,887 | ||||||||||||||
| Mining Claim Government Fees | 114,825 | 114,825 | 114,825 | 114,825 | 114,825 | 114,825 | 688,950 | |||||||||||||||||||||
| Total | $ | 114,825 | $ | 553,776 | $ | 559,010 | $ | 564,323 | $ | 569,715 | $ | 575,188 | $ | 2,936,837 | ||||||||||||||
| 1. | Does not include required work expenditures, as it is assumed that the required expenditure level is significantly below the level of work that will actually be carried out by the Company. Does not include potential royalties that may be payable (other than annual minimum royalty payments). See Note 4. |
| 9. | SUBSEQUENT EVENTS |
In accordance with the Company’s DSU Plan, on August 8, 2019 the Company granted each of the members of the Board of Directors (other than those directors nominated for election by Paulson & Co., Inc.) 97,647 DSUs with a grant date fair value of C$0.85 per grant, or an aggregate of C$415,000. The DSUs entitle the holders to receive shares of the Company’s capital stock without the payment of any consideration. The DSUs vested immediately upon being granted but the shares of capital stock underlying the DSUs are not deliverable to the grantee until the grantee is no longer serving on the Company’s Board of Directors.
In accordance with the Company’s 2006 Incentive Stock Option Plan, on August 8, 2019 the Company granted a total of 187,232 incentive stock options to an officer and employees of the Company to purchase common shares in the capital stock of the Company at an issue price of C$0.85 per share. Of the total 187,232 stock options granted, Mr. Karl Hanneman, Chief Executive Officer, is entitled to purchase a total of 150,000 common shares in the capital stock of the Company. The options vest 100% on the grant date of August 8, 2019 with an expiry date of August 8, 2025.
| 16 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2018. All currency amounts are stated in U.S. dollars unless noted otherwise.
Current Business Activities
General
During the six months ended June 30, 2019 and to the date of this Quarterly Report on Form 10-Q, the Company advanced the work plan associated with the approved 2019 budget of $3.7 million. Metallurgical studies are underway at SGS Vancouver in an effort to continue to define and refine the Livengood Gold Project’s flowsheet. Approximately 2,000 kg of samples will be processed in 2019 to evaluate optimum grind size and to determine whether different recovery parameters should be applied to different areas of the orebody. The engineering firm of BBA Inc. (“BBA”) has been retained to continue to guide the metallurgical program. Work has advanced on the environmental baseline efforts needed to support future permitting.
The Company believes it has sufficient funds to complete the test programs and engineering work currently underway.
In accordance with the Company’s DSU Plan, on August 8, 2019 the Company granted each of the members of the Board of Directors (other than those directors nominated for election by Paulson & Co., Inc.) 97,647 DSUs with a grant date fair value of C$0.85 per grant, or an aggregate of C$415,000. The DSUs entitle the holders to receive shares of the Company’s capital stock without the payment of any consideration. The DSUs vested immediately upon being granted but the shares of capital stock underlying the DSUs are not deliverable to the grantee until the grantee is no longer serving on the Company’s Board of Directors.
In accordance with the Company’s 2006 Incentive Stock Option Plan, on August 8, 2019 the Company granted a total of 187,232 incentive stock options to an officer and employees of the Company to purchase common shares in the capital stock of the Company at an issue price of C$0.85 per share. Of the total 187,232 stock options granted, Mr. Karl Hanneman, Chief Executive Officer, is entitled to purchase a total of 150,000 common shares in the capital stock of the Company. The options vest 100% on the grant date of August 8, 2019 with an expiry date of August 8, 2025.
Results of Operations
Summary of Quarterly Results
| Description | June 30, 2019 | March 31, 2019 | December 31, 2018 | September 30, 2018 | ||||||||||||
| Net loss | $ | (1,387,054 | ) | $ | (820,912 | ) | $ | (901,767 | ) | $ | (1,269,636 | ) | ||||
| Basic and diluted net loss per common share | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||
| June 30, 2018 | March 31, 2018 | December 31, 2017 | September 30, 2017 | |||||||||||||
| Net loss | $ | (955,415 | ) | $ | (1,065,220 | ) | $ | (1,380,921 | ) | $ | (1,745,513 | ) | ||||
| Basic and diluted net loss per common share | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||
Three Months Ended June 30, 2019 compared to Three Months Ended June 30, 2018
The Company incurred a net loss of $1,387,054 for the three month period ended June 30, 2019, compared to a net loss of $955,415 for the three month period ended June 30, 2018.
Mineral property expenditures were $911,947 for the three months ended June 30, 2019 compared to $706,115 for the three months ended June 30, 2018. The increase of $205,832 is primarily due to the differences in the scope of technical and baseline environmental work completed during the periods.
Consulting and investor relations costs were $63,921 for the three months ended June 30, 2019 compared to $53,088 for the three months ended June 30, 2018. The increase of $10,833 is primarily due to community and investor relations services being transferred to an external contractor (increase of $17,442) and reduced annual shareholder’s meeting printing and mailing services (decrease of $6,609).
Insurance costs were $30,791 for the three months ended June 30, 2019 compared to $36,503 for the three months ended June 30, 2018. The decrease of $5,712 resulted after the Company completed a review of current coverage requirements.
Professional fees were $44,656 for the three months ended June 30, 2019 compared to $50,308 for the three months ended June 30, 2018. The decrease of $5,652 is due to timing variance of audit/tax services.
Travel was $5,138 for the three months June 30, 2019 compared to $12,026 for the three months ended June 30, 2018. The decrease of $6,888 is due to reduced travel requirements.
Excluding share-based payment charges of $Nil and $5,098 for the 2019 and 2018 periods, respectively, wages and benefits for the three months ended June 30, 2019 decreased to $176,777 from $345,349 for the three months ended June 30, 2018. The decrease of $168,572 is due to staffing and compensation reductions.
| 17 |
Share-based payment charges
Share-based payment charges for the three month periods ended June 30, 2019 and 2018 were allocated as follows:
| Expense category: | June 30, 2019 | June 30, 2018 | ||||||
| Wages and benefits | $ | - | $ | 5,098 | ||||
| Total | $ | - | $ | 5,098 | ||||
Share-based payment charges were $Nil during the three months ended June 30, 2019 compared to $5,098 during the three months ended June 30, 2018. The decrease of $5,098 in share-based payment charges during the period was mainly the result of the most recent options issued on March 21, 2018 being exercisable upon grant.
Most other expense categories reflected moderate increases or decreases period over period reflecting the Company’s efforts to maintain or reduce spending.
Other items amounted to a loss of $86,941 during the three month period ended June 30, 2019 compared to a gain of $321,792 during the three month period ended June 30, 2018. The Company had a foreign exchange loss of $159,708 during the three month period ended June 30, 2019 compared to a gain of $239,726 during the three month period ended June 30, 2018 as a result of the impact of exchange rates on certain of the Company’s U.S. dollar cash balances. The average exchange rate during the three month period ended June 30, 2019 was C$1 to US$0.7476 compared to C$1 to US$0.7747 during the three month period ended June 30, 2018.
Six Months Ended June 30, 2019 compared to Six Months Ended June 30, 2018
The Company incurred a net loss of $2,207,966 for the six month period ended June 30, 2019, compared to a net loss of $2,020,635 for the six month period ended June 30, 2018.
Mineral property expenditures were $1,162,538 for the six months ended June 30, 2019 compared to $910,327 for the six months ended June 30, 2018. The increase of $252,211 is primarily due to the differences in the scope of technical work completed during the periods.
Insurance costs were $60,629 for the six months ended June 30, 2019 compared to $107,953 for the six months ended June 30, 2018. The decrease of $47,324 resulted after the Company completed a review of current coverage requirements.
Professional fees were $92,117 for the six month period ended June 30, 2019 compared to $102,271 for the six month period ended June 30, 2018. The decrease of $10,154 is due primarily to decreased legal fees related to property matters.
Travel costs were $8,095 for the six months ended June 30, 2019 compared to $30,315 for the six months ended June 30, 2018. The decrease of $22,220 is due to the Company’s continued efforts to reduce spending.
Excluding share-based payment charges of $1,686 and $173,297 for the 2019 and 2018 periods, respectively, wages and benefits for the six months ended June 30, 2019 decreased $373,971 to $330,842 from $704,813 for the six months ended June 30, 2018 primarily due to staffing and compensation reductions.
Share-based payment charges
Share-based payment charges for the six month periods ended June 30, 2019 and 2018 were allocated as follows:
| Expense category: | June 30, 2019 | June 30, 2018 | ||||||
| Investor relations | $ | - | $ | 5,968 | ||||
| Wages and benefits | 1,686 | 173,297 | ||||||
| $ | 1,686 | $ | 179,265 | |||||
Share-based payment charges were $1,686 during the six months ended June 30, 2019 compared to $179,265 during the six months ended June 30, 2018. The decrease of $177,579 in share-based payment charges during the period was mainly the result of options issued during the six month period ended June 30, 2018 that were exercisable upon grant.
Most other expense categories reflected moderate increases or decreases period over period reflecting the Company’s efforts to maintain or reduce spending.
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Other items amounted to a loss of $258,282 during the six month period ended June 30, 2019 compared to a gain of $309,493 during the six month period ended June 30, 2018. The Company had a foreign exchange loss of $363,246 during the six month period ended June 30, 2019 compared to a gain of $212,279 during the six month period ended June 30, 2018 as a result of the impact of exchange rates on certain of the Company’s U.S. dollar cash balances. The average exchange rate during the six month period ended June 30, 2019 was C$1 to US$0.7499 compared to C$1 to US$0.7827 for the six month period ended June 30, 2018.
Liquidity Risk and Capital Resources
The Company has no revenue generating operations from which it can internally generate funds. To date, the Company’s ongoing operations have been predominantly financed through sale of its equity securities by way of private placements and the subsequent exercise of share purchase and broker warrants and options issued in connection with such private placements. However, the exercise of warrants/options is dependent primarily on the market price and overall market liquidity of the Company’s securities at or near the expiry date of such warrants/options (over which the Company has no control) and therefore there can be no guarantee that any existing warrants/options will be exercised. There are currently no warrants outstanding.
As at June 30, 2019, the Company had cash and cash equivalents of $8,302,179 compared to $10,228,964 at December 31, 2018. The decrease of approximately $1.9 million resulted mainly from expenditures on operating activity of approximately $1.9 million.
Financing activities during the six month period ended June 30, 2019 included the exercise of stock options. Proceeds of $64,254 were received on the issuance of 121,174 common shares.
Financing activities during the six month period ended June 30, 2018 included completion of a non-brokered private placement in March 2018 pursuant to which the Company issued 24,000,000 common shares at $0.50 per share for gross proceeds of $12.0 million. Share issuance costs included $111,379 related to the private placement. Following the resignation of director Mark Hamilton on November 6, 2017, the Company recognized an obligation to issue 129,687 common shares, with a value of $63,593. On March 27, 2018, the Company issued the common shares in full satisfaction of the obligation. As a result of the exercise of stock options, $114,358 in proceeds was received on the issuance of 294,000 common shares during the six month period ended June 30, 2018.
Investing activities during the six month period ended June 30, 2019 was comprised of the capitalized acquisition costs of $31,819 for land acquisitions that closed in the second quarter. The Company had no cash flows from investing activities during the six month period ended June 30, 2018.
As at June 30, 2019, the Company had working capital of $8,079,011 compared to working capital of $9,884,979 at December 31, 2018. The Company expects that it will operate at a loss for the foreseeable future, but believes the current cash and cash equivalents will be sufficient for it to complete its anticipated 2019 work plan at the Livengood Gold Project and satisfy its currently anticipated general and administrative costs through the 2020 fiscal year.
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 determined to be built at the Livengood Gold Project, and there is no assurance that the Company 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 pursuing 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 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. See “Risk Factors – We will require additional financing to fund exploration and, if warranted, development and production. Failure to obtain additional financing could have a material adverse effect on our financial condition and results of operation and could cast uncertainty on our ability to continue as a going concern” included in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
Other than cash held by its subsidiaries for their immediate operating needs in the United States, all of the Company’s cash reserves are on deposit with a major Canadian chartered bank. The Company does not believe that the credit, liquidity or market risks with respect thereto have increased as a result of the current market conditions.
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Contractual Obligations and Commitments
The following table discloses, as of June 30, 2019, the Company’s contractual obligations, including anticipated mineral property payments and work commitments. 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 expenditure, 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:
| Payments Due by Year | ||||||||||||||||||||||||||||
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024 and beyond | Total | ||||||||||||||||||||||
| Mineral Property Leases(1) | $ | - | $ | 438,951 | $ | 444,185 | $ | 449,498 | $ | 454,890 | $ | 460,363 | $ | 2,247,887 | ||||||||||||||
| Mining Claim Government Fees | 114,825 | 114,825 | 114,825 | 114,825 | 114,825 | 114,825 | 688,950 | |||||||||||||||||||||
| Total | $ | 114,825 | $ | 553,776 | $ | 559,010 | $ | 564,323 | $ | 569,715 | $ | 575,188 | $ | 2,936,837 | ||||||||||||||
| (1) | Does not include required work expenditures, as it is assumed that the required expenditure level is significantly below the level of work that will actually be carried out by the Company. Does not include potential royalties that may be payable (other than annual minimum royalty payments). |
Off-Balance Sheet Arrangements
The Company does not have any off balance sheet arrangements.
Environmental Regulations
The operations of the Company may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.
Certain U.S. Federal Income Tax Considerations for U.S. Holders
The Company has been a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes in recent years and expects to continue to be a PFIC in the future. Current and prospective U.S. shareholders should consult their tax advisors as to the tax consequences of PFIC classification and the U.S. federal tax treatment of PFICs. Additional information on this matter is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, under “Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Certain U.S. Federal Income Tax Considerations for U.S. Holders.”
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of June 30, 2019, an evaluation was carried out under the supervision of and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on the evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of June 30, 2019, the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports filed or submitted to the SEC under the Exchange Act: (i) is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, in a manner that allows for timely decisions regarding required disclosures.
The effectiveness of our or any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable assurance that the objectives of the system will be met and is subject to certain limitations, including the exercise of judgement in designing, implementing and evaluating controls and procedures and the assumptions used in identifying the likelihood of future events.
Changes in Internal Control over Financial Reporting
There were no changes in internal control over financial reporting during the quarter ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Not applicable.
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 under the heading “Risk Factors.”
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirement are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the three month period ended June 30, 2019, the Company and its subsidiaries were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.
At the Company’s 2019 Annual General Meeting of Shareholders held on May 30, 2019, the Company’s shareholders voted, on an advisory basis, in favor of holding future advisory votes on the compensation of the Company’s named executive officers (“say on pay” votes) every year, as previously reported in the Current Report on Form 8-K filed by the Company on June 3, 2019. Based on these results, and consistent with its recommendation, the Board has determined that the Company will hold future “say on pay” votes every year until the next required shareholder advisory vote on the frequency of “say on pay” votes is required under Section 14A of the Exchange Act, or until the Board otherwise determines that a different frequency for such votes is in the best interests of the Company’s shareholders.
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| 31.1 | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Interim Balance Sheets at June 30, 2019 and December 31, 2018, (ii) the Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the Three and Six Months ended June 30, 2019 and 2018, (iii) the Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2019 and 2018, (iv) the Condensed Consolidated Interim Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018, and (v) the Notes to the Condensed Consolidated Interim Financial Statements. |
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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 thereunto duly authorized.
| International Tower Hill Mines Ltd. | ||
| By: | /s/ Karl L. Hanneman | |
| Karl L. Hanneman | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: August 9, 2019 | ||
| By: | /s/ David Cross | |
| David Cross | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| Date: August 9, 2019 | ||
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