Year ending December 31, 2025 - Form 10-K

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# Year ending December 31, 2025 - Form 10-K

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# Year ending December 31, 2025 - Form 10-K
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
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 Name of each exchange on which registered:
Common Shares, no par value THM NYSE American
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
Based on the last sale price on the NYSE American of the registrant’s Common Shares on June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter) of $0.86 per share, the aggregate market value of the voting
stock held by non-affiliates of the registrant was approximately $117.5 million.
As of March 3, 2026, the registrant had 261,077,473 Common Shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
To the extent specifically referenced in Part III, portions of the registrant’s definitive Proxy Statement on Schedule 14A to be filed with the Securities and Exchange Commission in connection with the registrant’s 2026 Annual Meeting of Shareholders are
incorporated by reference into this report.
Table of Contents
Table of Contents
Page
Part I
Item 1 Business 6
Item 1A Risk Factors 9
Item 1B Unresolved Staff Comments 20
Item 1C Cybersecurity 20
Item 2 Properties 20
Item 3 Legal Proceedings 31
Item 4 Mine Safety Disclosures 31
Part II
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 32
Item 6 [RESERVED] 37
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 38
Item 7A Quantitative and Qualitative Disclosures About Market Risk 42
Item 8 Financial Statements and Supplementary Data 42
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 62
Item 9A Controls and Procedures 62
Item 9B Other Information 62
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 62
Part III
Item 10 Directors, Executive Officers, and Corporate Governance 63
Item 11 Executive Compensation 63
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 63
Item 13 Certain Relationships and Related Transactions, and Director Independence 63
Item 14 Principal Accountant Fees and Services 63
Part IV
Item 15 Exhibits and Financial Statement Schedules 64
Item 16 Form 10-K Summary 66
SIGNATURES 67
Table of Contents
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K 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” 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 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;
1
Table of Contents
● 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 oth

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