INTERNATIONAL TOWER HILL MINES LTD. (TSE:ITH) Files An 8-K Entry into a Material Definitive Agreement

INTERNATIONAL TOWER HILL MINES LTD. (TSE:ITH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

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On March 13, 2018, International Tower Hill Mines Ltd. (the “Company”) entered into subscription agreements (collectively, the “Subscription Agreements”) relating to a non-brokered private placement (the “Private Placement”) of 24,000,000 common shares of the Company at a price of US $0.50 per share, for aggregate gross proceeds of US $12.0 million. The offering was taken up by one of the Company’s current institutional shareholders and an institutional shareholder that is new to the Company. The Company closed the Private Placement on March 13, 2018. The Company intends to use the net proceeds of the Private Placement for the continuation of optimization studies in efforts to further improve and de-risk the Livengood Gold Project in Alaska, required environmental baseline studies, and for general working capital purposes.

The Subscription Agreements contain customary representations and warranties and covenants that the parties made to, and solely for the benefit of, each other in the context of all of the terms and conditions of the Subscription Agreements and in the context of the specific relationship between the parties. The provisions of the Subscription Agreements, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the Company.

The foregoing description of the Subscription Agreements is not complete and is qualified in its entirety by the full text of the Subscription Agreements, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2 and incorporated into this Item 1.01 by reference.

Item 3.02. Unregistered Sale of Equity Securities.

The disclosure set forth in Item 1.01 of this Current Report is incorporated in this Section 3.02 by reference. The Company is relying on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, for purposes of the Private Placement.

Item 7.01. Regulation FD Disclosure.

On March 14, 2018, the Company issued a press release regarding the non-brokered private placement. A copy of the press release is furnished with this report as Exhibit 99.1.

The information furnished under this Item 7.01, including the press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by reference to such filing.

Item 9.01. Exhibits.

EX-10.1 2 tv488748_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1   SUBSCRIPTION AGREEMENT   This Subscription Agreement (this “Agreement”) is made and entered into this 13th day of March,…
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International Tower Hill Mines a mineral exploration company. 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. It operates through the exploration and development of mineral properties segment. The Company owns the Livengood Gold Project in Alaska, the United States. The Livengood Gold Project is located approximately 70 miles northwest of Fairbanks, Alaska in the Tolovana mining district within the Tintina Gold Belt. The Livengood Gold Project has a mineral resource of approximately 730 million measured tons at an average grade of over 0.61 gram/ton (g/ton), approximately 70 million indicated tons at an average grade of approximately 0.56 g/ton and over 260 million inferred tons at an average grade of approximately 0.52 g/ton.

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