FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Issuer

INTERNATIONAL TOWER HILL MINES LTD. (the “Issuer”)

Suite 1901 – 1177 West Hastings Street

Vancouver, B.C. V6E 2K3

Item 2. Date of Material Change

January 16, 2008

Item 3. News Release

The date of the press release issued pursuant to section 7.1 of National Instrument 51-102 with respect to the material change disclosed in this report is January 16, 2008.  The press release was issued in Vancouver, British Columbia through the facilities of the TSX Venture Exchange via Marketwire, Canada Stockwatch and Market News Publishing.

Item 4. Summary of Material Change

The Issuer grants incentive stock options to certain directors, officers and employees.

Item 5. Full Description of Material Change

The Issuer reports that, pursuant to its 2006 Incentive Stock Option Plan, it has granted incentive stock options to certain directors, officers and employees allowing them to purchase up to an aggregate of 190,000 common shares in the capital stock of the Issuer.  The options are exercisable at a price of CAD 1.52 for a period of two years ending January 16, 2010.

Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable

Item 7. Omitted Information

No information has been omitted on the basis that it is confidential.

Item 8. Senior Officer

The following senior officer of the Issuer is knowledgeable about the material change disclosed in this report.

Jeffrey A. Pontius, President & CEO

Business Telephone No.:  (303) 470-8700

Item 9. Date of Report

January 17, 2008