International Tower Hill Mines Closes Upsized US$115 Million Equity Financing, including Full Exercise of Underwriters' Option

International Tower Hill Mines (NYSE American: THM) closed an upsized equity financing on Jan 27, 2026, issuing 33,672,000 common shares at US$2.22 each (including full exercise of underwriters' option).

Rhea-AI Summary

International Tower Hill Mines (NYSE American: THM) closed an upsized equity financing on Jan 27, 2026, issuing 33,672,000 common shares at US$2.22 each (including full exercise of underwriters' option).

The Offering raised gross proceeds of US$74.8 million, and a concurrent private placement to Paulson raised US$40.0 million, for total gross proceeds of US$114.8 million. Paulson subscribed for an additional 1,501,982 shares for US$3.3 million, subject to closing conditions and exchange approvals. Proceeds will fund exploration and development of the Livengood Gold Project and general corporate purposes.

Positive

• Total gross proceeds of US$114.8 million
• Offering size of 33,672,000 common shares issued
• Concurrent private placement of US$40.0 million from Paulson
• Proceeds allocated to Livengood exploration, studies, permitting and engineering

Negative

• Share dilution from issuance of 33,672,000 common shares
• Related-party participation by Paulson and other institutional shareholders
• Subsequent Paulson placement of 1,501,982 shares subject to stock exchange approvals

Argus Jan 28 session

+7.32% close to close Open Argus

Details

News Market Reaction – THM

In the Jan 28 session, THM gained 7.32%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved +7.3% in the session following this news. A strong positive reaction aligns with the...

Analysis

The stock moved +7.3% in the session following this news. A strong positive reaction aligns with the company’s successful completion of an upsized equity financing totaling about US$114.8 million, plus a planned US$3.3 million follow-on investment from Paulson. Past financings saw modest moves, so a large gain could reflect recognition of de-risked project funding. However, investors must weigh dilution from 33,672,000 new offering shares and additional private placement stock against longer-term project benefits.

Key Figures

Public offering shares: 33,672,000 shares Underwriters’ option shares: 4,392,000 shares Offering price: US$2.22 per share +5 more

Public offering shares

33,672,000 shares

Common shares issued in upsized public offering, including underwriters’ option

Underwriters’ option shares

4,392,000 shares

Additional shares from full exercise of underwriters’ option

Offering price

US$2.22 per share

Public offering and Paulson private placements pricing

Public offering proceeds

US$74.8 million

Gross proceeds from public offering before fees and expenses

Concurrent private placement

US$40 million

Gross proceeds from 18,018,018 shares sold to Paulson & Co.

Total gross proceeds

US$114.8 million

Combined gross proceeds from offering and concurrent private placement

Subsequent Paulson placement

US$3.3 million

Proposed proceeds from 1,501,982 additional Paulson shares

MI 61-101 threshold

25%

Cap on fair market value of related-party issuances vs. market capitalization

Historical Context

5 past events · Latest: Jan 22

5 events

1. Jan 22

   Financing upsized

   24h Move

   +2.5%

   Announced pricing and upsize of US$65M offering plus US$40M private placement.

2. Jan 22

   Financing announced

   24h Move

   +2.5%

   Initial US$60M equity offering and US$40M private placement for Livengood funding.

3. Nov 07

   Q3 results filed

   24h Move

   -1.2%

   Filed Q3 2025 financial statements and 10-Q highlighting ongoing project-stage spending.

4. Sep 04

   Project study update

   24h Move

   -1.4%

   Reported encouraging antimony metallurgy results at Livengood with large reserve/resource base.

5. Aug 08

   Q2 results filed

   24h Move

   -7.1%

   Filed Q2 2025 financials showing losses and dependence on external financing.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

public offering, private placement, prospectus supplement, related party transactions

4 terms

public offering financial

"it has closed its previously announced upsized public offering (the "Offering") of 33,672,000"

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

"closed its US$40 million private placement (the "Concurrent Private Placement") of 18,018,018"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

prospectus supplement regulatory

"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.

related party transactions financial

"the issuance of Common Shares to such investors were "related party transactions" within the meaning"

Transactions between a company and people or entities that have close ties to it—such as executives, board members, major shareholders, family members, or related companies—where the parties are not independent. These deals matter to investors because they can create conflicts of interest or hide favorable terms that distort a company’s true profits and risks; think of it like a business buying or selling to a family member instead of using the open market, which can lead to biased prices or undisclosed obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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VANCOUVER, BC, Jan. 27, 2026 /PRNewswire/ - International Tower Hill Mines Ltd. (the "Company") - (TSX: ITH) (NYSE American: THM) today announced that it has closed its previously announced upsized public offering (the "Offering") of 33,672,000 common shares, no par value, of the Company (the "Common Shares"), which includes 4,392,000 Common Shares issued pursuant to the full exercise by the Underwriters (as defined below) of their option to purchase additional Common Shares. The Offering was priced at a price to the public of US$2.22 per Common Share, resulting in gross proceeds of US$74.8 million to the Company, before deducting underwriting discounts and estimated offering expenses. Concurrent with the closing of the Offering, the Company closed its US$40 million private placement (the "Concurrent Private Placement") of 18,018,018 Common Shares to Paulson & Co. Inc. at the public offering price of the Offering, resulting in total gross proceeds from the Offering and the Concurrent Private Placement to the Company of US$114.8 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.

BMO Capital Markets acted as lead book-running manager and National Bank of Canada Capital Markets, RBC Capital Markets, Cantor and Scotiabank acted as book-running managers (collectively, the "Underwriters") for the Offering.

The Offering to the public in the United States was 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 was 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 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 was also conducted in Canada and in offshore jurisdictions on a private placement basis in accordance with applicable securities laws. The Company relied on the exemption in section 602.1 of the TSX Company Manual in respect of the Offering and the Concurrent Private Placement, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted issuers listed on a recognized exchange, including NYSE American.

On January 27, 2026, after the closing of the Offering, Paulson subscribed to purchase an additional 1,501,982 Common Shares ("Additional Paulson Shares") at a price per Common Share of US$2.22, for additional proceeds of $3.3 million to the Company, representing a proportional increase to Paulson's investment to account for the upsize in the Offering and exercise of the corresponding Underwriters' option (the "Subsequent Private Placement," and together with the Concurrent Private Placement, the  "Private Placement""). The consummation of the Subsequent Private Placement is subject to customary closing conditions, including applicable stock exchange approvals.  The sale of the Additional Paulson Shares will not be registered under the Securities Act of 1933, as amended. The proceeds of the Subsequent Private Placement will be used for the same purpose as the proceeds of the Offering and the Concurrent Private Placement. The Company intends to rely on the exemption in section 602.1 of the TSX Company Manual in respect of the Subsequent Private Placement, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted issuers listed on a recognized exchange, including NYSE American.

As Paulson and certain of the institutional shareholders who participated in the Offering are related parties of the Company within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the issuance of Common Shares to such investors were "related party transactions" within the meaning of MI 61-101. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 on the basis that the fair market value of the Common Shares issued to such persons does not exceed 25% of the Company's current market capitalization. The Company has not filed a material change report more than 21 days before the expected closing of the Private Placement and Offering as the details of the Private Placement and Offering were only finalized shortly before the closing of the Private Placement and the Offering.

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 Subsequent Private Placement; the anticipated use of proceeds; and the occurrence of the expected benefits from the anticipated use of proceeds. 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-closes-upsized-us115-million-equity-financing-including-full-exercise-of-underwriters-option-302671837.html

SOURCE International Tower Hill Mines Ltd.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did THM raise in the upsized equity financing closed January 27, 2026?

THM raised a combined gross total of US$114.8 million from the Offering and Concurrent Private Placement. According to the company, US$74.8 million came from the public Offering and US$40.0 million from Paulson's concurrent private placement.

How many shares did THM issue in the January 27, 2026 Offering and at what price?

THM issued 33,672,000 common shares at US$2.22 per share in the Offering. According to the company, this total includes 4,392,000 shares issued on full exercise of the underwriters' option.

What will THM use the proceeds from the US$114.8 million financing for?

Proceeds will fund exploration and development of the Livengood Gold Project, including drilling and feasibility studies. According to the company, funds also support permitting, engineering, baseline studies, land payments and general corporate purposes.

What is the role of Paulson in THM's January 2026 financings (THM)?

Paulson participated via a US$40.0 million concurrent private placement and agreed to buy additional shares for US$3.3 million. According to the company, Paulson's Additional Shares are subject to customary closing conditions and approvals.

Will the additional Paulson shares close immediately for THM's Subsequent Private Placement?

No. The additional 1,501,982 Paulson shares are subject to customary closing conditions and stock exchange approvals. According to the company, consummation depends on those approvals and customary conditions.

Did THM rely on any exemptions or regulatory relief for the Offering and private placements?

Yes. THM relied on exemptions in section 602.1 of the TSX Company Manual and MI 61-101 exemptions for related-party issuances. According to the company, exemptions were used because eligible interlisted issuer rules and fair market value tests applied.