International Tower Hill Mines Announces Pricing and Upsize of US$65 Million Public Offering of Common Shares and US$40 Million Concurrent Private Placement

Rhea-AI Summary

International Tower Hill Mines (NYSE American: THM) priced and upsized a US$65 million public offering of 29,280,000 common shares at US$2.22 per share and announced a US$40 million concurrent private placement with Paulson & Co. The combined gross proceeds are approximately US$105 million, before commissions and expenses, and an underwriter option of up to 4,392,000 additional shares (15%) could raise total gross proceeds to approximately US$115 million. The company expects to use net proceeds to fund exploration and development of the Livengood Gold Project and related studies, permitting, land payments and general corporate purposes. The Offering is expected to close on or about January 27, 2026 and the concurrent private placement is subject to customary closing conditions and is not guaranteed.

Positive

• Gross proceeds of approximately US$105M to fund project development
• Potential additional capital up to US$115M if underwriter option exercised
• Private placement commitment of US$40M from Paulson & Co.

Negative

• Share issuance will dilute existing shareholders (29,280,000 shares plus up to 4,392,000 option)
• Concurrent private placement is not guaranteed and is subject to customary closing conditions
• Net proceeds reduced by underwriting commissions and offering expenses

News Market Reaction

+2.52% 2.0x vol

6 alerts

+2.52% News Effect

-16.1% Trough in 22 hr 38 min

+$13M Valuation Impact

$535M Market Cap

2.0x Rel. Volume

On the day this news was published, THM gained 2.52%, reflecting a moderate positive market reaction. Argus tracked a trough of -16.1% from its starting point during tracking. Our momentum scanner triggered 6 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $13M to the company's valuation, bringing the market cap to $535M at that time. Trading volume was elevated at 2.0x the daily average, suggesting notable buying interest.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Public offering size: 29,280,000 shares Offering price: US$2.22 per share Concurrent private placement: US$40 million +5 more

8 metrics

Public offering size 29,280,000 shares Common shares offered in U.S. public offering

Offering price US$2.22 per share Pricing of public offering and concurrent private placement

Concurrent private placement US$40 million Paulson & Co. Inc. agreed investment at offering price

Gross proceeds Approximately US$105 million Combined public offering and private placement before expenses

Underwriter option 4,392,000 shares 15% overallotment option granted to underwriters

Potential total proceeds Approximately US$115 million If underwriter option fully exercised

Underwriter option term 30 days Period for underwriters to exercise overallotment option

Expected closing date January 27, 2026 Anticipated closing for the public offering

Market Reality Check

Price: $2.57 Vol: Volume 1,561,654 is 92% a...

high vol

$2.57 Last Close

Volume Volume 1,561,654 is 92% above the 20-day average of 814,877. high

Technical Price 2.44 is trading above the 200-day MA at 1.39 and 22.04% below the 52-week high.

Peers on Argus

THM was up 2.52% pre-news with elevated volume. Key gold peers like NFGC (+13.36...

THM was up 2.52% pre-news with elevated volume. Key gold peers like NFGC (+13.36%), DC (+10.76%), and GAU (+6.6%) also showed gains, but the momentum scanner did not flag a coordinated sector move.

Historical Context

3 past events · Latest: Nov 07 (Neutral)

Pattern 3 events

Date	Event	Sentiment	Move	Catalyst
Nov 07	Quarterly filing	Neutral	-1.2%	Filed Q3 2025 financials and MD&A, primarily informational disclosure.
Sep 04	Project update	Positive	-1.4%	Reported encouraging initial antimony metallurgy results at Livengood project.
Aug 08	Quarterly filing	Neutral	-7.1%	Announced filing of Q2 2025 financial statements and related documents.

Pattern Detected

Recent news, including positive project updates and routine filings, often coincided with flat-to-negative next-day price moves.

Recent Company History

Over the last few months, International Tower Hill Mines mainly issued routine filings and project updates. Earnings-related disclosures on Aug 8, 2025 and Nov 7, 2025 were largely informational and saw modest declines of -7.14% and -1.18%. A Livengood antimony metallurgy update on Sep 4, 2025 highlighted substantial resources and development work but was followed by a -1.4% reaction. Today’s large equity financing fits a pattern of news-flow tied to advancing the Livengood project while relying on external capital.

Market Pulse Summary

This announcement details a significant equity financing, combining a 29,280,000-share public offeri...

Analysis

This announcement details a significant equity financing, combining a 29,280,000-share public offering and a US$40 million concurrent private placement at US$2.22 per share. Proceeds of about US$105 million are earmarked for exploration, feasibility, permitting, and corporate purposes tied to the Livengood Gold Project. Recent filings highlighted ongoing losses and the need for external funding, so this raise directly addresses liquidity while increasing share count. Key metrics to watch include deployment of funds, project milestones, and any additional financing needs.

Key Terms

public offering, private placement, prospectus, prospectus supplement, +1 more

5 terms

public offering financial

"announced the pricing and upsizing of its previously announced public offering of 29,280,000 common shares"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

private placement financial

"has entered into an agreement to purchase US$40 million of Common Shares in a private placement"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

prospectus regulatory

"The Offering in the United States will be made only by means of a prospectus and related prospectus supplement"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

prospectus supplement regulatory

"will be made only by means of a prospectus and related prospectus supplement meeting the requirements"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

underwriting agreement financial

"The Underwriters will have 30 days from the date of the underwriting agreement to exercise the Option"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

AI-generated analysis. Not financial advice.

VANCOUVER, BC, Jan. 22, 2026 /PRNewswire/ - International Tower Hill Mines Ltd. (the "Company") - (TSX: ITH) (NYSE American: THM) today announced the pricing and upsizing of its previously announced public offering of 29,280,000 common shares, no par value, of the Company (the "Common Shares") in the United States (the "Offering") at a price to the public of US$2.22 per Common Share. In connection with the Offering, Paulson & Co. Inc. has entered into an agreement to purchase US$40 million of Common Shares in a private placement (the "Concurrent Private Placement") at the public offering price of the Offering.

The gross proceeds to the Company from the Offering and the Concurrent Private Placement, before deducting commissions and expenses and other expenses, will be approximately US$105 million.

The Company expects to use the net proceeds of the Offering and the Concurrent Private Placement to fund the exploration and development of the Livengood Gold Project, including drilling, metallurgical studies, feasibility studies, technical studies, baseline environmental studies, detailed engineering in support of permitting, permitting, legal support, community engagement, mineral lease and land payments, acquisitions and general corporate purposes.

The Common Shares will be offered by the Company with BMO Capital Markets acting as lead book-running manager and National Bank of Canada Capital Markets, RBC Capital Markets, Cantor and Scotiabank acting as book-running managers (collectively, the "Underwriters").

The Company has granted the Underwriters an option (the "Option") to purchase up to an additional 4,392,000 Common Shares representing up to 15% of the number of Common Shares to be sold pursuant to the Offering. The Underwriters will have 30 days from the date of the underwriting agreement to exercise the Option, which if exercised, would result in total gross proceeds to the Company of approximately US$115 million.

The Offering is expected to close on or about January 27, 2026.

The Offering to the public in the United States is being made pursuant to the Company's effective shelf registration statement on Form S-3, including a base prospectus, previously filed with the Securities and Exchange Commission (the "SEC"). The Offering in the United States will be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. You may obtain these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and the base prospectus may be obtained from BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036. The Offering may also be conducted in Canada and in offshore jurisdictions on a private placement basis in accordance with applicable securities laws. The Company intends to rely on the exemption in section 602.1 of the TSX Company Manual in respect of the Offering and the Concurrent Private Placement as an eligible interlisted issuer.

The consummation of the Concurrent Private Placement is subject to customary closing conditions, including the completion of the Offering, but the Offering is not contingent upon the consummation of the Concurrent Private Placement. We expect the Concurrent Private Placement to close substantially concurrently with the closing of the Offering. However, we cannot assure you that the Concurrent Private Placement will be completed. The sale of the Common Shares under the Concurrent Private Placement will not be registered under the Securities Act of 1933, as amended.

This news release does not constitute an offer to sell or the solicitation of an offer to buy Common Shares, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Cautionary Note Regarding Forward-Looking Statements

Statements in this press release that are not statements of historical or current fact constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and "forward-looking information" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of the Company to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements containing the terms "intends," "estimates," "may," "might", "will," or other similar expressions to be uncertain and forward-looking. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The forward-looking statements in this press release include statements regarding: the closing of the Offering and Concurrent Private Placement; the granting of the Option; the anticipated use of proceeds from the Offering and Concurrent Private Placement; and the occurrence of the expected benefits from the anticipated use of proceeds from the Offering and Concurrent Private Placement. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, including, without limitation: (i) that the current exploration, development, environmental and other objectives concerning the Livengood Gold Project can be achieved and that the Company's other corporate activities will proceed as expected and (ii) that general business and economic conditions will not change in a materially adverse manner; and (iii) that permitting and operations costs will not materially increase. The foregoing list of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors detailed in the "Forward-Looking Statements," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 and the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 and other documents that have been and will be filed by the Company from time to time with the SEC and Canadian securities regulators. All forward-looking statements contained in this press release speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable securities laws.

About International Tower Hill Mines Ltd.

International Tower Hill Mines Ltd. has a 100% interest in its Livengood Gold Project located along the paved Elliott Highway, 70 miles north of Fairbanks, Alaska.

On behalf of
International Tower Hill Mines Ltd.

(signed) Karl L. Hanneman
Chief Executive Officer

View original content:https://www.prnewswire.com/news-releases/international-tower-hill-mines-announces-pricing-and-upsize-of-us65-million-public-offering-of-common-shares-and-us40-million-concurrent-private-placement-302668713.html

SOURCE International Tower Hill Mines Ltd.

FAQ

How many shares is THM selling in the January 2026 public offering and at what price?

THM is selling 29,280,000 common shares in the public offering at US$2.22 per share.

What total gross proceeds will THM receive from the public offering and concurrent private placement?

Combined gross proceeds are approximately US$105 million, before commissions and expenses.

What is the role and size of the Paulson & Co. private placement in THM's financing?

Paulson & Co. agreed to purchase US$40 million of common shares in a concurrent private placement at the public offering price.

When is the THM offering expected to close and is the private placement guaranteed?

The Offering is expected to close on or about January 27, 2026; the concurrent private placement is expected to close substantially concurrently but is not guaranteed.

How will THM use the net proceeds from the offering and private placement?

Net proceeds are intended to fund exploration and development of the Livengood Gold Project, studies, permitting, land payments, acquisitions and general corporate purposes.

What is the underwriter option included in THM's offering and its effect?

Underwriters have a 30-day option to purchase up to 4,392,000 additional shares (15%), which would raise total gross proceeds to about US$115 million if exercised.