Q1 – Three months ended Mar. 31, 2026 - Form 10-Q

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# Q1 – Three months ended Mar. 31, 2026 - Form 10-Q

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# Q1 – Three months ended Mar. 31, 2026 - Form 10-Q
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
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 ​​​ 98-0668474
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
1570 - 200 Burrard Street ​​​
Vancouver, British Columbia, Canada V6C 3L6
(Address of Principal Executive Offices) (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(s): ​​​ 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 ☒ 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 ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 ☒ Smaller reporting company ☒
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 ☐ No ☒
As of May 1, 2026, the registrant had 261,637,473 common shares outstanding.
Table of Contents
Table of Contents
Page
Part I FINANCIAL INFORMATION
Item 1 Financial Statements 5
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 16
Item 3 Quantitative and Qualitative Disclosures About Market Risk 19
Item 4 Controls and Procedures 19
Part II OTHER INFORMATION
Item 1 Legal Proceedings 20
Item 1A Risk Factors 20
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 20
Item 3 Defaults Upon Senior Securities 20
Item 4 Mine Safety Disclosures 20
Item 5 Other Information 20
Item 6 Exhibits 21
SIGNATURES 22
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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 International Tower Hill Mines Ltd. (“we,” “us,” “our,” “ITH” or the “Company”) in future
periods, planned exploration and development 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”
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 raise the necessary
funds to continue operations on acceptable terms, if at all;
● the Company’s ability to carry forward and incorporate into future engineering studies of the Livengood Gold Project updated mine design, production schedule and
recovery concepts identified during the optimization process;
● the Company’s potential to carry out an engineering phase that will evaluate and optimize the Livengood Gold Project’s configuration and capital and operating
expenses, including determining the optimum scale for the Livengood Gold 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 Livengood Gold Project;
● the potential for the expansion of the estimated mineral 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 mineral resources at the Livengood Gold Project;
● the timing and cost of any future exploration or development programs at the Livengood Gold Project, and the timing of the receipt of results therefrom;
● the expected levels of overhead expenses at the Livengood Gold Project; 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, currency rates, and the rate of inflation;
● 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 Company’s ability to commence and complete planned work programs at the Livengood Gold Project;
● 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;
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● 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;
● 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; and
● cyber - attacks and other security breaches of our information technology systems or those of our third - party service providers.
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, 2025, which are incorporated herein by reference, as well as other factors described elsewhere in the Company’s other reports
filed with the U.S. Securities and Exchange Commission (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.
Table of Contents
PART 1
ITEM 1. FINANCIAL STATEMENTS
INTERNATIONAL TOWER HILL MINES LTD.
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
As at March 31, 2026 and December 31, 2025
(Expressed in US Dollars - Unaudited)
​​​ Note ​​​ March 31, 2026 ​​​ December 31, 2025
ASSETS ​ ​
​ ​
Current ​ ​
Cash and cash equivalents 1 $ 64,689,792 $ 1,353,333
Short-term investments 50,000,000 —
Prepaid expenses and other 748,294 159,801
Total current assets 115,438,086 1,513,134
Property and equipment 7,465 7,465
Mineral property 4 55,375,124 55,375,124
Total assets $ 170,820,675 $ 56,895,723
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable $ 215,401 $ 145,918
Accrued liabilities 5 269,563 352,034
Total liabilities 484,964 497,952
Shareholders’ equity
Share capital, no par value; unlimited number of authorized shares; 261,637,473 and 207,885,473 shares
issued and outstanding at March 31, 2026 and December 31, 2025, respectively 6 409,336,983 294,980,859
Contributed surplus 6 37,626,458 37,621,329
Accumulated other comprehensive income (loss) (1,099,390) 1,598,066
Deficit (275,528,340) (277,802,483)
Total shareholders’ equity 170,335,711 56,397,771
Total liabilities and shareholders’ equity $ 170,820,675 $ 56,895,723
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.
5
Table of Contents
INTERNATIONAL TOWER HILL MINES LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREH

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