8-K
International Tower Hill Mines Ltd (THM)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT
REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 16, 2023
INTERNATIONAL
TOWER HILL MINES LTD.
(Exact Name of Registrant as Specified in Charter)
| British Columbia, Canada | 001-33638 | 98-0668474 |
|---|---|---|
| (State<br> or Other Jurisdiction | (Commission | (IRS<br> Employer |
| of<br> Incorporation) | File<br> Number) | Identification<br> No.) |
| 2710-200 Granville Street | ||
| --- | --- | |
| Vancouver,<br> British Columbia, Canada | V6C 1S4 | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
Registrant’s
telephone number, including area code: (604) 683-6332
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class: | Trading<br> Symbol: | Name<br> of each exchange on which <br><br> registered: |
|---|---|---|
| Common<br> Shares, no par value | THM | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ¨
Item 5.02 Departure of Directors or Certain Officers;Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2023, the board of directors (the “Board”) of International Tower Hill Mines Ltd. (the “Company”) appointed Dr. Edel Tully as a member of the Board, effective June 18, 2023, to serve until the Company's 2024 annual general meeting of shareholders or until she otherwise ceases to be a director. Dr. Tully has not been appointed to any committees of the Board at this time. There are no relationships between Dr. Tully and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K. Dr. Tully will receive compensation for her service as director of the Company in accordance with the information presented in the section of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2023, titled “Director Compensation.”
Item 7.01 Regulation FD Disclosure.
On June 22, 2023, the Company issued a press release regarding the appointment of Dr. Tully. 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.
| Exhibit | Description |
|---|---|
| 99.1 | Press Release of the Company, dated June 22, 2023. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURE
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 hereunto duly authorized.
| International Tower Hill Mines Ltd. | ||
|---|---|---|
| (Registrant) | ||
| Dated: June 22, 2023 | By: | /s/ Karl Hanneman |
| Name: | Karl Hanneman | |
| Title: | President and Chief Executive Officer | |
| 200 Granville Street | Tel: 604.683.6332 | |
| --- | --- | |
| Suite 2710 | Fax: 604.408.7499 | |
| Vancouver, BC | www.ithmines.com | |
| Canada V6C 1S4 | ||
| NR23-04 | June 22, 2023 | |
| --- | --- |
InternationalTower Hill Mines Announces Appointment of
Gold MarketExpert Dr. Edel Tully to Board
Vancouver, British Columbia, June 22, 2023 – International Tower Hill Mines Ltd. (the “Company”) - (TSX: ITH) (NYSE American: THM) announces the appointment of gold market expert Dr. Edel Tully to the Company’s board of directors, effective June 18, 2023, expanding the board from six to seven members.
“On behalf of the Board of Directors, I am pleased to welcome Dr. Tully. Her deep and vast experience in understanding the gold market will help the Company maximize its tremendous leverage to higher gold prices.” said Marcelo Kim, Board Chair.
Dr. Tully is a business leader with 20 years of experience in the precious metals market. She is currently the Head of Communications and Financial Markets Development Lead at the London Bullion Market Association (LBMA). Edel spent 10 years at UBS where she was most recently Global Head Precious Metal Sales and Managing Director and prior to this Head of Precious Metals Research. Before UBS, Edel was Head of Precious Metals Research at Mitsui and Co. Precious Metals, Inc. Dr. Tully has been a frequent conference speaker and media guest and is highly respected as a precious metals industry expert.
“I am excited to join International Tower Hill Mines’ board of directors and look forward to contributing my precious metals sector experience to this very exciting company” said Dr. Tully.
About International TowerHill Mines Ltd.
International Tower Hill Mines Ltd. controls 100% of the Livengood Gold Project located along the paved Elliott Highway, 70 miles north of Fairbanks, Alaska. As of December 31, 2022, the Livengood Gold Project has a measured and indicated mineral resource of 704.5 million tonnes at an average grade of 0.60 g/tonne (13.62 million ounces). As reported in the Technical Report Summary filed as Exhibit 96.1 to the Annual Report on Form 10-K for the year ended December 31, 2022 (TRS), a portion of the mineral resources at the Project have been converted into proven and probable reserves of 430.1 million tonnes at an average grade of 0.65 g/tonne (9.0 million ounces) based on a gold price of $1,680 per ounce. The TRS has estimated the capital costs of the Project at $1.93 billion, the total cost per ton milled at $13.12, the all-in sustaining costs at $1,171 per ounce, and net present value (5%) at $1,800/oz of $400 million and $975 million at $2,000/oz.
On behalf of
International Tower Hill Mines Ltd.
(signed) Karl L. Hanneman
Chief Executive Officer
| Contact Information: | Richard Solie, Jr., Manager - Investor Relations |
|---|---|
| E-mail: rsolie@ithmines.com | |
| Direct line: 907-328-2825 Toll-Free: 1-855-428-2825 |
| International Tower Hill Mines Ltd. | - 2 - | June 22, 2023 |
|---|---|---|
| NR23-04 Continued |
Cautionary Note RegardingForward-Looking Statements
This press release containsforward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaningof applicable Canadian and US securities legislation. All statements, other than statements of historical fact, included herein, includingstatements with respect to the mine plan, economic analysis (including capital expenditures, operating expenditures, all-in-sustainingcosts and all-in costs) and production and design details described in the TRS; the potential to convert mineral resources to mineralreserves; the ability of the Company to advance the Livengood Project either as projected or at all are forward-looking statements. Informationconcerning mineral reserve/resource estimates and the economic analysis thereof contained in the TRS also may be deemed to be forward-lookingstatements in that it reflects a prediction of the mineralization that would be encountered, and the results of mining it, if a mineraldeposit were developed and mined. Although the Company believes that such statements are reasonable, it can give no assurance that suchexpectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate,intend, estimate, postulate, proposed, planned, potential and similar expressions, or are those, which, by their nature, refer to futureevents. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance,and that actual results may differ materially from those in forward looking statements as a result of various factors, including, butnot limited to, the demand for, and level and volatility of the price of gold; conditions in the financial markets generally, the overallsentiment 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 abilityto obtain surface rights, either of which could affect the Company’s property rights and claims; the Company’s ability tosecure the necessary services and supplies on favorable terms in connection with its programs at the Livengood Gold Project and otheractivities; the Company’s ability to attract and retain key staff, particularly in connection with the permitting and developmentof any mine at the Livengood Gold Project; the accuracy of the Company’s resource estimates (including with respect to size andgrade) and the geological, operational and price assumptions on which these are based; the timing of the Company’s ability to commenceand complete planned work programs at the Livengood Gold Project; the timing of the receipt of and the terms of the consents, permitsand authorizations necessary to carry out exploration and development programs at the Livengood Gold Project and the Company’s abilityto comply with such terms on a safe and cost-effective basis; the ongoing relations of the Company with the lessors of its property interestsand applicable regulatory agencies; the metallurgy and recovery characteristics of samples from certain of the Company’s mineralproperties and whether such characteristics are reflective of the deposit as a whole; the continued development of and potential constructionof any mine at the Livengood Gold Project property not requiring consents, approvals, authorizations or permits that are materially differentfrom those identified by the Company; and other risks and uncertainties disclosed in the Company’s Annual Information Form filedwith certain securities commissions in Canada and the Company’s Annual Report on Form 10-K filed with the United States Securitiesand Exchange Commission (the “SEC”), and other information released by the Company and filed with the appropriate regulatoryagencies. All of the Company’s Canadian public disclosure filings may be accessed via www.sedar.com and its United States publicdisclosure filings may be accessed via www.sec.gov, and readers are urged to review these materials, including the TRS filed as Exhibit96.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022.
Non-IFRS Measures
The Company has includedcertain non-IFRS measures in this news release, as discussed below. The Company believes that these measures, in addition to conventionalmeasures prepared in accordance with IFRS, provides investors with an improved ability to evaluate the underlying performance of the Company.These non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute formeasures of performance prepared in accordance with IFRS. These measures do not have any standardized meaning prescribed under IFRS, andtherefore may not be comparable to other issuers.
| International Tower Hill Mines Ltd. | - 3 - | June 22, 2023 |
|---|---|---|
| NR23-04 Continued |
All-In Sustaining Costs (“AISC”)and AISC/oz
AISC is a performance measurethat reflects the expenditures that are required to produce an ounce of gold from current operations. While there is no standardizedmeaning of the measure across the industry, the Company’s definition is derived from the definition, as set out by the World GoldCouncil in its guidance dated June 27, 2013 and November 16, 2018, respectively. The World Gold Council is a non-regulatory, non-profitorganization established in 1987 whose members include global senior mining companies. The Company believes that this measure is usefulto external users in assessing operating performance and the ability to generate free cash flow from operations. The Company definesAISC as the sum of total cash costs, sustaining capital (capital required to maintain current operations at existing production levels),capital lease repayments, exploration expenditures designed to increase resource confidence at producing mines, amortization of assetretirement costs and rehabilitation accretion related to current operations. AISC excludes general corporate and administrative costsincurred at the non-project level, capital expenditures for significant improvements at existing operations deemed to be expansionaryin nature, exploration and evaluation related to resource growth, rehabilitation accretion not related to current operations, financingcosts, debt repayments, and taxes. Total AISC is divided by gold ounces sold to arrive at a per ounce figure.
All-In Costs (“AIC”)and All-In-Costs/oz
The Company defines AIC asthe sum of AISC costs plus initial capital expenditures. Total AIC is divided by gold ounces sold to arrive at a per ounce figure.
Cautionary Note RegardingReferences to Resources and Reserves
National Instrument 43-101- Standards of Disclosure for Mineral Projects (“NI 43-101”) is a rule developed by the Canadian Securities Administratorswhich establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.Unless otherwise indicated, all resource and reserve estimates contained in or incorporated by reference in this news release have beenprepared in accordance with NI 43-101 and the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”)Standards on Mineral Resource and Mineral Reserves, adopted by the CIM Council on May 10, 2014 (the “CIM Standards”) as theymay be amended from time to time by the CIM.
Accordingly, informationin this press release providing descriptions of the Company’s mineral deposits in accordance with NI 43-101 may not be comparableto similar information made public by other U.S. companies subject to the United States federal securities laws and the rules and regulationsthereunder.
Pursuant to CIM DefinitionStandards, "Inferred mineral resources" are that part of a mineral resource for which quantity and grade or quality are estimatedon the basis of limited geological evidence and sampling. Such geological evidence is sufficient to imply but not verify geological andgrade or quality continuity. An inferred mineral resource has a lower level of confidence than that applying to an indicated mineral resourceand must not be converted to a mineral reserve. However, it is reasonably expected that the majority of inferred mineral resources couldbe upgraded to indicated mineral resources with continued exploration. Under Canadian rules, estimates of inferred mineral resources maynot form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all orany part of an inferred mineral resource is economically or legally mineable.
Effective February 25, 2019,the SEC adopted new mining disclosure rules under subpart 1300 of Regulation S-K of the United States Securities Act of 1933, as amended(the "SEC Modernization Rules"), with compliance required for the first fiscal year beginning on or after January 1, 2021. TheSEC Modernization Rules replace the historical property disclosure requirements included in SEC Industry Guide 7. As a result of the adoptionof the SEC Modernization Rules, the SEC now recognizes estimates of "Measured Mineral Resources", "Indicated Mineral Resources"and "Inferred Mineral Resources". In addition, the SEC has amended its definitions of "Proven Mineral Reserves" and "Probable Mineral Reserves" to be substantially similar to corresponding definitions under the CIM Definition Standards. Whilethe SEC Modernization Rules are purported to be "substantially similar" to the CIM Definition Standards, readers are cautionedthat there are differences between the SEC Modernization Rules and the CIM Definitions Standards. Accordingly, there is no assurance anymineral reserves or mineral resources that the Company may report as "proven mineral reserves", "probable mineral reserves", "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" under NI 43-101would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.
This news release is not,and is not to be construed in any way as, an offer to buy or sell securities in the United States.