International Tower Hill Mines (NYSE: THM) raises $118M and ramps up Livengood drilling
Rhea-AI Filing Summary
International Tower Hill Mines Ltd. reported a net loss of $3.4 million for Q2 2026 and $1.1 million for the six months ended June 30, 2026, compared with a six‑month loss of $2.6 million a year earlier. The company has no revenue and continues to focus on advancing its 100%-owned Livengood Gold Project in Alaska.
Total assets rose to $167.9 million from $56.9 million at year-end 2025, driven by major equity financings and investment of proceeds. Cash and cash equivalents increased to $60.4 million, and short-term investments reached $50.0 million, giving working capital of $110.1 million. Shareholders’ equity increased to $165.5 million after issuing 53.8 million shares through a public offering and related private placements.
Exploration and evaluation spending accelerated: mineral property costs were $5.6 million in the first half versus $0.95 million a year earlier, mainly for drilling and field support at Livengood and land-related costs. Higher stock-based compensation ($0.9 million year-to-date) and staffing expanded operating expenses, partly offset by $2.1 million in interest income and $4.8 million in foreign-exchange gains on U.S. dollar balances. Management states current liquidity is sufficient to fund the 2026 work program and corporate costs through fiscal 2026.
Positive
- Net loss narrowed to $1.1 million for the six months ended June 30, 2026 from $2.6 million a year earlier, helped by higher interest income and foreign-exchange gains despite substantially higher exploration spending.
- Liquidity strengthened significantly with cash and cash equivalents of $60.4 million, short-term investments of $50.0 million, and working capital of $110.1 million, providing funding for the 2026 Livengood work program.
- Equity financing of roughly $118.1 million was completed in H1 2026 through a public offering and related private placements, materially increasing shareholders’ equity to $165.5 million and supporting project advancement.
Negative
- Net loss of $3.4 million in Q2 2026 reflects sharply higher operating and exploration costs, including $5.4 million in quarterly mineral property expenditures as drilling and feasibility work ramped up at Livengood.
- Other comprehensive loss of $4.9 million year-to-date from currency translation reduced accumulated other comprehensive income to a $3.3 million deficit, contributing to total comprehensive loss of $6.0 million.
Filing Explained
June 30 commitments require $214,790 in 2026 and $4,921,817 total to preserve the company’s mineral-property rights.
The Form 10-Q is an unaudited quarterly report; this filing also records 312,500 inducement restricted share units granted to Shane Parrow on
At
The company disclosed mineral-property commitments of
As of
Key Figures
Key Terms
Livengood Gold Project technical
passive foreign investment company financial
pre-feasibility studies technical
stock-based compensation financial
working capital financial
Earnings Snapshot
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did International Tower Hill Mines (THM) perform financially in Q2 2026?
What is THM’s cash position and working capital as of June 30, 2026?
How much did THM spend on the Livengood Gold Project in the first half of 2026?
What equity financings did THM complete in early 2026 and at what price?
What are THM’s plans for the Livengood Gold Project in 2026?
How much interest income and FX impact did THM record in H1 2026?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission file number: |
(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of incorporation or | (I.R.S. Employer |
(Address of Principal Executive Offices) | | (Zip code) |
Registrant’s telephone number, including area code: ( |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | | Trading Symbol(s): | | Name of each exchange on which registered: |
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.
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).
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 | ☐ |
☒ | 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 4, 2026, the registrant had
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| Page |
Part I | FINANCIAL INFORMATION | |
Item 1 | Financial Statements | 5 |
Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 |
Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 22 |
Item 4 | Controls and Procedures | 22 |
Part II | OTHER INFORMATION | |
Item 1 | Legal Proceedings | 23 |
Item 1A | Risk Factors | 23 |
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 23 |
Item 3 | Defaults Upon Senior Securities | 23 |
Item 4 | Mine Safety Disclosures | 23 |
Item 5 | Other Information | 23 |
Item 6 | Exhibits | 24 |
SIGNATURES | 25 |
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FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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 International Tower Hill Mines Ltd. (“we,” “us,” “our,” “ITH” or the “Company”) in future periods, planned exploration and development 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’s 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; |
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| ● | 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 other factors, including without limitation those discussed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2025, which are incorporated herein by reference, as well as other factors described elsewhere in the Company’s other reports filed with the U.S. Securities and Exchange Commission (the “SEC”).
The Company’s forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations and opinions of management as of the date of this report. The Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.
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PART 1
ITEM 1. FINANCIAL STATEMENTS
INTERNATIONAL TOWER HILL MINES LTD.
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
As at June 30, 2026 and December 31, 2025
(Expressed in US Dollars - Unaudited)
| Note | | June 30, 2026 | | December 31, 2025 | |||
ASSETS |
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Current |
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Cash and cash equivalents | 1 |
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Short-term investments | | | ||||||
Accounts receivable | | | ||||||
Prepaid expenses and other | | | ||||||
Total current assets | | | ||||||
Property and equipment | | | ||||||
Mineral property |
| 4 | | | ||||
Total assets |
| $ | |
| $ | | ||
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities |
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Accounts payable |
| $ | |
| $ | | ||
Accrued liabilities |
| 5 | | | ||||
Total liabilities | | | ||||||
Shareholders’ equity | ||||||||
Share capital, |
| 6 | | | ||||
Contributed surplus | 6 | | | |||||
Accumulated other comprehensive income (loss) | ( | | ||||||
Deficit | ( | ( | ||||||
Total shareholders’ equity | | | ||||||
Total liabilities and shareholders’ equity |
| $ | | $ | | |||
General Information and Nature of Operations (Note 1)
Commitments (Note 8)
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
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INTERNATIONAL TOWER HILL MINES LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the Three and Six Months Ended June 30, 2026 and 2025
(Expressed in US Dollars - Unaudited)
Three Months Ended | | Six Months Ended | ||||||||||||
| Note | | June 30, 2026 | | June 30, 2025 | June 30, 2026 | | June 30, 2025 | ||||||
Operating expenses | | | | | | |||||||||
Consulting fees |
| 6 | $ | | $ | | $ | | $ | | ||||
Insurance |
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Investor relations |
| 6 |
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Mineral property exploration |
| 4 |
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Office |
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Other |
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Professional fees |
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Regulatory |
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Rent |
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Travel |
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Wages and benefits |
| 6 |
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Total operating expenses |
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| ( |
| ( |
| ( |
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Other income (expenses) |
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Gain / (Loss) on foreign exchange |
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| ( |
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Interest income |
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Total other income (expenses) |
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| ( |
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Net loss for the period |
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| ( |
| ( |
| ( |
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Other comprehensive income (loss) |
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Exchange difference on translating foreign operations |
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| ( |
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| ( |
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Total other comprehensive income (loss) for the period |
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| ( |
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| ( |
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Comprehensive loss for the period |
| | $ | ( | $ | ( | $ | ( | $ | ( | ||||
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Basic and diluted loss per share |
| | $ | ( | $ | ( | $ | ( | $ | ( | ||||
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Weighted average number of shares outstanding - basic and diluted |
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The accompanying notes are an integral part of these condensed consolidated interim financial statements.
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INTERNATIONAL TOWER HILL MINES LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the Three and Six Months Ended June 30, 2026 and 2025
(Expressed in US Dollars - Unaudited)
Three Months Ended June 30, 2025 | |||||||||||||||||
| | | | | Accumulated | | | ||||||||||
Other | |||||||||||||||||
Number of | Share | Contributed | Comprehensive | ||||||||||||||
| Shares | | Capital | | Surplus | | Income | | Deficit | | Total | ||||||
Balance, March 31, 2025 |
| | $ | | $ | | $ | | $ | ( | $ | | |||||
Share issuance costs | — | ( | — | — | — | ( | |||||||||||
Stock-based compensation-options |
| — |
| — |
| |
| — |
| — |
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Stock-based compensation-DSUs | — | — | | — | — | | |||||||||||
Exchange difference on translating foreign operations |
| — |
| — |
| — |
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| — |
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Net loss |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||
Balance, June 30, 2025 |
| | $ | | $ | | $ | | $ | ( | $ | | |||||
Six Months Ended June 30, 2025 | |||||||||||||||||
| | | | | Accumulated | | | ||||||||||
Other | |||||||||||||||||
Number of | Share | Contributed | Comprehensive | ||||||||||||||
| Shares | | Capital | | Surplus | | Income | | Deficit | | Total | ||||||
Balance, December 31, 2024 |
| | $ | | $ | | $ | | $ | ( | $ | | |||||
Share issuance | | | — | — | — | | |||||||||||
Share issuance costs | — | ( | — | — | — | ( | |||||||||||
Stock-based compensation-options | — | — | | — | — | | |||||||||||
Stock-based compensation-DSUs | — | — | | — | — | | |||||||||||
Exchange difference on translating foreign operations |
| — |
| — |
| — |
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| — |
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Net loss |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||
Balance, June 30, 2025 |
| | $ | | $ | | $ | | $ | ( | $ | | |||||
Three-Month Period Ended June 30, 2026 | |||||||||||||||||
| | | | | Accumulated | | | ||||||||||
Other | |||||||||||||||||
Number of | Share | Contributed | Comprehensive | ||||||||||||||
| Shares | | Capital | | Surplus | | Income (Loss) | | Deficit | | Total | ||||||
Balance, March 31, 2026 |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
Stock-based compensation-options |
| — |
| — |
| |
| — |
| — |
| | |||||
Stock-based compensation-DSUs | — | — | | — | — | | |||||||||||
Exchange difference on translating foreign operations |
| — |
| — |
| — |
| ( |
| — |
| ( | |||||
Net loss | — | — | — | — | ( | ( | |||||||||||
Balance, June 30, 2026 |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
Six-Month Period Ended June 30, 2026 | |||||||||||||||||
| | | | | Accumulated | | | ||||||||||
Other | |||||||||||||||||
Number of | Share | Contributed | Comprehensive | ||||||||||||||
| Shares | | Capital | | Surplus | | Income (Loss) | | Deficit | | Total | ||||||
Balance, December 31, 2025 |
| | $ | | $ | | $ | | $ | ( | $ | | |||||
Share issuance | | | — | — | — | | |||||||||||
Share issuance costs |
| — |
| ( |
| — |
| — |
| — |
| ( | |||||
Exercise of options | | | — | — | — | | |||||||||||
Reallocation of contributed surplus |
| — |
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| ( |
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| — |
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Stock-based compensation-options |
| — |
| — |
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| — |
| — |
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Stock-based compensation-DSUs |
| — | — | | — | — | | ||||||||||
Exchange difference on translating foreign operations |
| — |
| — |
| — |
| ( |
| — |
| ( | |||||
Net loss | — | — | — | — | ( | ( | |||||||||||
Balance, June 30, 2026 |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
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INTERNATIONAL TOWER HILL MINES LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2026 and 2025
(Expressed in US Dollars - Unaudited)
| Six Months Ended | |||||
| | June 30, 2026 | | June 30, 2025 | ||
Operating Activities | | | ||||
Loss for the period | $ | ( | $ | ( | ||
Add items not affecting cash: |
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Stock-based compensation-options |
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Stock-based compensation-DSUs | | | ||||
Changes in non-cash items: |
|
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Accounts receivable |
| ( | ( | |||
Prepaid expenses and other |
| ( | ( | |||
Accounts payable and accrued liabilities |
| | | |||
Cash and cash equivalents provided by (used in) operating activities |
| ( | ( | |||
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Financing Activities |
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Issuance of shares | | | ||||
Share issuance costs |
| ( | ( | |||
Cash and cash equivalents provided by financing activities |
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Investing Activities | ||||||
Short-term investments | ( | | ||||
Cash and cash equivalents used by investing activities | ( | | ||||
Effect of foreign exchange on cash |
| ( | | |||
Change in cash and cash equivalents |
| | | |||
Cash and cash equivalents, beginning of the period |
| | | |||
| ||||||
Cash and cash equivalents, end of the period | $ | | $ | | ||
Supplementary Disclosures: | ||||||
Non-cash financing and investing transactions | ||||||
Share issuance costs in accounts payable | $ | | $ | | ||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
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INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2026 and 2025
(Expressed in US dollars – Unaudited)
1. GENERAL INFORMATION AND NATURE OF OPERATIONS
International Tower Hill Mines Ltd. (“ITH” or the “Company”) is incorporated under the laws of British Columbia, Canada. The Company’s head office address is 1570 – 200 Burrard Street, Vancouver, British Columbia, Canada.
International Tower Hill Mines Ltd. consists of ITH and its wholly-owned subsidiaries Tower Hill Mines, Inc. (“TH Alaska”) (an Alaska corporation), Tower Hill Mines (US) LLC (“TH US”) (a Colorado limited liability company), and Livengood Placers, Inc. (“LPI”) (a Nevada corporation). 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. At June 30, 2026, the Company has a
These unaudited condensed consolidated interim financial statements have been prepared on a going-concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future.
The Company has no revenue generating operations from which it can internally generate funds. To date, the Company’s ongoing operations have been predominantly financed through the sale of its equity securities by way of public offerings, private placements and the subsequent exercise of share purchase and broker warrants issued in connection with such private placements. There are currently no warrants outstanding.
As at June 30, 2026, the Company had cash and cash equivalents of $
2. BASIS OF PRESENTATION
These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025 as filed in our Annual Report on Form 10-K. In the opinion of the Company’s management, these financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position at June 30, 2026 and the results of its operations for the three months then ended. Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. These judgments, estimates and assumptions are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. While management believes the estimates to be reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.
On August 11, 2026, the Board of Directors of the Company (the “Board”) approved these unaudited condensed consolidated interim financial statements.
All currency amounts are stated in U.S. dollars unless noted otherwise. References to C$ refer to Canadian currency.
Basis of consolidation
These condensed consolidated interim financial statements include the accounts of ITH and its wholly-owned subsidiaries TH Alaska, TH US, and LPI. All intercompany transactions and balances have been eliminated.
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INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2026 and 2025
(Expressed in US dollars – Unaudited)
3. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying values of cash and cash equivalents, short-term investments, and accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these financial instruments.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement. The three levels of the fair value hierarchy are as follows:
| ● | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; |
| ● | Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and |
| ● | Level 3 – Inputs that are not based on observable market data. |
There were
4. MINERAL PROPERTY
The Company did not incur any acquisition costs in respect of the Livengood Gold Project during the six months ended June 30, 2026:
Mineral property costs | | Amount | |
Balance, December 31, 2025 | $ | | |
Acquisition costs |
| | |
Balance, June 30, 2026 | $ | | |
The following table presents costs incurred for mineral property activities for the six months ended June 30, 2026 and 2025:
| June 30, 2026 | | June 30, 2025 | |||
Mineral property costs: |
| |
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Aircraft | $ | | $ | | ||
Drilling/site preparation | | | ||||
Environmental | | | ||||
Equipment rental |
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Field costs |
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Geological/geophysical | | | ||||
Land maintenance and tenure |
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Legal |
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Transportation and travel |
| |
| ( | ||
Total expenditures for the period | $ | | $ | | ||
Livengood Gold Project Property
The Livengood property is located in the Tintina gold belt approximately 70 miles (113 kilometers) northwest of Fairbanks, Alaska. The property consists of land leased from the Alaska Mental Health Trust, a number of smaller private mineral leases, Alaska state mining claims purchased or located by the Company and patented ground held by the Company.
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INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2026 and 2025
(Expressed in US dollars – Unaudited)
Details of the leases are as follows:
| a) | A lease of the Alaska Mental Health Trust mineral rights having a term commencing July 1, 2004 and extending |
| b) | A lease of federal unpatented lode mining claims having an initial term of |
| c) | A lease of patented lode claims having an initial term of |
| d) | A lease of unpatented federal lode mining and federal unpatented placer claims having an initial term of |
Title to mineral properties
The acquisition of title to mineral properties is a detailed and time-consuming process. The Company has taken steps to verify title to all mineral properties in which it has an interest. Although the Company has taken reasonable precautions to ensure that legal title to its properties is properly recorded in the name of the Company, there can be no assurance that such title will ultimately be secured.
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INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2026 and 2025
(Expressed in US dollars – Unaudited)
5. ACCRUED LIABILITIES
The following table presents the Company’s accrued liabilities balances at June 30, 2026 and December 31, 2025.
| June 30, 2026 | | December 31, 2025 | |||
Accrued liabilities | $ | | $ | | ||
Accrued salaries and benefits |
| |
| | ||
Total accrued liabilities | $ | | $ | | ||
Accrued liabilities at June 30, 2026 include accruals for general corporate costs and project costs of $
6. SHARE CAPITAL
Authorized
The Company’s authorized share capital consists of an unlimited number of common shares,
Share issuances
During the six months ended June 30, 2026, the Company issued
During the six months ended June 30, 2026, the Company issued
Stock options
The Company adopted an incentive stock option plan in 2006, as amended September 19, 2012, and reapproved by the Company’s shareholders on May 28, 2015, May 30, 2018, May 25, 2021, and May 29, 2024 (the “Stock Option Plan”). The essential elements of the Stock Option Plan provide that the aggregate number of common shares of the Company that may be issued pursuant to options granted under the Stock Option Plan and any other share-based compensation arrangements may not exceed
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INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2026 and 2025
(Expressed in US dollars – Unaudited)
A summary of the options outstanding under the Stock Option Plan as of June 30, 2026 and December 31, 2025 is presented below:
Six Months Ended | Year Ended | ||||||||||||||||
June 30, 2026 | December 31, 2025 | ||||||||||||||||
| | Weighted | | | | | Weighted | | |||||||||
Average | Aggregate | Average | Aggregate | ||||||||||||||
Number of | Exercise Price | Intrinsic Value | Number of | Exercise Price | Intrinsic Value | ||||||||||||
Options | (C$) | (C$) | Options | (C$) | (C$) | ||||||||||||
Balance, beginning of the period |
| | $ | |
| |
| $ | |
| | ||||||
Granted |
| | |
| |
| |
| | ||||||||
Exercised |
| ( |
| |
| — |
| — |
| | |||||||
Forfeited/cancelled | — | — | ( | | |||||||||||||
Expired |
| — |
| — |
| ( |
| |
| | |||||||
Balance, end of the period |
| | $ | | $ | | | $ | | $ | | ||||||
The weighted average remaining life of options outstanding at June 30, 2026 was
Further details regarding stock options outstanding as at June 30, 2026 and December 31, 2025 are presented below:
| June 30, 2026 | |
| December 31, 2025 | |||||||||||
Exercise | Number of | | | Exercise | Number of | ||||||||||
Expiry Date | | Price (C$) | | Options | | Exercisable | Price (C$) | | Options | | Exercisable | ||||
May 27, 2026* | $ | |
| |
| | $ | | |
| | ||||
May 25, 2027 | $ | |
| |
| | $ | | |
| | ||||
May 24, 2028 | $ | |
| |
| | $ | | |
| | ||||
May 23, 2029 | $ | |
| |
| | $ | | | | |||||
May 29, 2030 | $ | |
| |
| | $ | | | | |||||
December 2, 2026 | $ | |
| |
| | $ | | | | |||||
June 4, 2031 | $ | |
| |
| | $ | | | | |||||
May 27, 2032 | $ | | | | — | — | — | ||||||||
— |
| |
| | — | |
| | |||||||
*Expiry date automatically extended to August 28, 2026, the tenth business day following the end of a normally scheduled quarterly blackout period imposed on the holders of the stock options, pursuant to the terms of the Stock Option Plan.
A summary of the non-vested options as of June 30, 2026 and changes during the six months ended June 30, 2026 is as follows:
Weighted average | |||||
Number of | grant-date fair value | ||||
Non-vested options: | | options | | (C$) | |
Outstanding at December 31, 2025 |
| | $ | | |
Outstanding at June 30, 2026 |
| | $ | | |
At June 30, 2026, there was unrecognized compensation expense of C$
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INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2026 and 2025
(Expressed in US dollars – Unaudited)
Deferred Share Unit Incentive Plan
On April 4, 2017, the Company adopted a Deferred Share Unit Plan (the “DSU Plan”). The DSU Plan was approved by the Company’s shareholders on May 24, 2017 and reapproved by the Company’s shareholders on May 27, 2020, May 25, 2021, and May 29, 2024. The maximum aggregate number of common shares that may be issued under the DSU Plan and the Stock Option Plan is
During the three months ended March 31, 2026, the Company granted a total of
During the year ended December 31, 2025, in accordance with the DSU Plan, the Company granted each of the members of the Board (other than the director nominated for election by Paulson & Co. Inc.)
Each DSU entitles the holder to receive one common share of the Company’s stock without the payment of any consideration. The DSUs vest immediately upon being granted, but the common shares underlying the DSUs are not deliverable to the grantee until the grantee is no longer serving on the Board.
DSUs outstanding as at June 30, 2026 and December 31, 2025 are as follows:
| Six Months Ended | Year Ended | |||||||||
June 30, 2026 | | | December 31, 2025 | ||||||||
| Weighted Average | | Weighted Average | ||||||||
Number of | Grant Date Fair | Number of | Grant Date Fair | ||||||||
Units | Value (C$) | Units | Value (C$) | ||||||||
Balance, beginning of the period |
| | $ | |
| | $ | | |||
Issued |
| | |
| | | |||||
Balance, end of the period |
| | $ | |
| | $ | | |||
Share-based payments
During the six months ended June 30, 2026,
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INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2026 and 2025
(Expressed in US dollars – Unaudited)
During the six months ended June 30, 2025,
| YTD | | YTD |
| |||
June 30, 2026 | June 30, 2025 |
| |||||
Expected life of options |
|
| |||||
Risk-free interest rate |
| | % | | % | ||
Annualized volatility |
| | % | | % | ||
Dividend rate |
| | % | | % | ||
Exercise price (C$) | $ | | $ | | |||
7. SEGMENT AND GEOGRAPHIC INFORMATION
The Company operates in a reportable segment, being the exploration and development of mineral properties. The following tables present selected financial information by geographic location:
| Canada | | United States | | Total | ||||
June 30, 2026 |
| |
| |
| | |||
Mineral property | $ | | $ | | $ | | |||
Property and equipment |
| |
| |
| | |||
Current assets |
| |
| |
| | |||
Total assets | $ | | $ | | $ | | |||
December 31, 2025 |
|
|
| ||||||
Mineral property | $ | | $ | | $ | | |||
Property and equipment |
| |
| |
| | |||
Current assets |
| |
| |
| | |||
Total assets | $ | | $ | | $ | | |||
Three Months Ended | | June 30, 2026 | | June 30, 2025 | ||
Net income (loss) for the period – Canada | $ | | $ | ( | ||
Net loss for the period – United States |
| ( |
| ( | ||
Net income (loss) for the period | $ | ( | $ | ( | ||
Six Months Ended | | June 30, 2026 | | June 30, 2025 | ||
Net income(loss) for the period – Canada | $ | | $ | ( | ||
Net loss for the period – United States |
| ( |
| ( | ||
Net loss for the period | $ | ( | $ | ( | ||
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INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2026 and 2025
(Expressed in US dollars – Unaudited)
8. COMMITMENTS
The following table discloses the Company’s contractual obligations as of June 30, 2026, including future anticipated mineral property payments. Under the terms of the Company’s mineral property purchase agreements, mineral leases and unpatented mineral claims, the Company is required to make certain scheduled acquisition payments, incur certain levels of expenditures, make lease or advance royalty payments, make payments to government authorities and incur assessment work expenditures (as summarized in the table below) in order to maintain and preserve the Company’s interests in the related mineral properties. If the Company is unable or unwilling to make any such payments or incur any such expenditure, it is likely that the Company would lose or forfeit its rights to acquire or hold the related mineral properties. The following table assumes that the Company retains the rights to all of its current mineral properties, but does not exercise any lease purchase or royalty buyout options:
| Payments Due by Year | ||||||||||||||||||||
2026 | | 2027 | | 2028 | | 2029 | | 2030 | | 2031 and beyond | | Total | |||||||||
Mineral Property Leases(1) | $ | — | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
Mining Claim Government Fees |
| |
| |
| |
| |
| |
| |
| | |||||||
Total | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
| 1. | Does not include required work expenditures, as it is assumed that the required expenditure level is significantly below the level of work that will actually be carried out by the Company. Does not include potential royalties that may be payable (other than annual minimum royalty payments). See Note 4. |
9. SUBSEQUENT EVENTS
On July 27, 2026, the Company announced (a) the appointment of David Wiens as a director and the Chief Executive Officer of the Company effective as of August 17, 2026 and (b) the appointment of Shane Parrow as a director and the President and Chief Operating Officer of the Company, effective July 27, 2026. As part of the appointment of Shane Parrow, the Company granted Mr. Parrow
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 as well as the “Forward Looking Statements” legend contained elsewhere in this report. All currency amounts are stated in U.S. dollars unless noted otherwise. References to C$ refer to Canadian currency.
Current Business Activities
General
International Tower Hill Mines Ltd. (“ITH” or the “Company”) consists of ITH and its wholly-owned subsidiaries Tower Hill Mines, Inc. (“TH Alaska”) (an Alaska corporation), Tower Hill Mines (US) LLC (“TH US”) (a Colorado limited liability company), and Livengood Placers, Inc. (“LPI”) (a Nevada corporation). 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. The Company currently holds or has the right to acquire interests in a development stage project in Alaska referred to as the “Livengood Gold Project” or the “Project”. The Company has not yet begun extraction of mineralization from the deposit or reached commercial production. The Company has a 100% interest in the Livengood Gold Project, which as of December 31, 2025, has 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 and a measured and indicated mineral resource, exclusive of mineral reserves, of 274.51 million tonnes at an average grade of 0.52 g/tonne (4.62 million ounces), based on a gold price of $1,650 per ounce, both as reported in the Technical Report Summary attached as Exhibit 96.1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2022, filed with the SEC on October 17, 2023. A more complete description of the Livengood Gold Project, including detailed presentation of resources and reserves, is set forth in Part I, Item 2. Properties of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 11, 2026.
Recent Developments
Livengood Gold Project
On January 27, 2026, the Company completed a public offering (the “Public Offering”) of 33,672,000 Common Shares, which included 4,392,000 Common Shares issued pursuant to the full exercise by the underwriters of their option to purchase additional Common Shares in connection with the Public Offering. The Public Offering was priced at a price to the public of $2.22 per Common Share, resulting in gross proceeds of approximately $74.8 million to the Company, before deducting underwriting discounts and estimated offering expenses. Concurrent with the closing of the Public Offering, the Company closed a US$40 million private placement (the “Concurrent Private Placement”) of 18,018,018 Common Shares to affiliates of Paulson, a related party of the Company, at the same offering price, resulting in total gross proceeds from the Public Offering and the Concurrent Private Placement to the Company of approximately $114.8 million. On January 29, 2026, affiliates of Paulson subscribed for an additional 1,501,982 Common Shares as part of the Concurrent Private Placement at the same offering price for additional proceeds of approximately US$3.3 million to the Company, representing a proportional increase to Paulson’s investment to account for the upsize in the Public Offering and exercise of the corresponding underwriters’ option.
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 2026 work program will include obtaining metallurgical samples by core drilling, metallurgical test work, initiating feasibility studies, and advancing ongoing baseline environmental data collection and community engagement. This 2026 work program is anticipated to cost $20-25 million.
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On April 13, 2026, the Company announced that it had awarded Livengood Gold Project Feasibility Study Phase 1 contracts to a consortium comprised of BBA Consultants USA LP, (“BBA”), Hatch Ltd, (“Hatch”), Newfields Mining Design and Technical Services LLC (“Newfields”) Resource Development Associates, Inc. (“RDS”) and JDS Energy and Mining Inc. (“JDS”).
The Company also announced that core drilling to support the feasibility study had commenced. Alloy Drilling Inc., an Alaska-based drilling contractor with operations throughout the western United States, mobilized two rigs to Livengood and began drilling large-diameter PQ core holes in April within the 9.0 million ounce gold reserve. The drilling program is designed to provide representative fresh ore samples for advanced metallurgical testing and process optimization work. By June 30, 2026, 10 of the approximately 20 planned holes had been completed.
The metallurgical testwork on this fresh core will focus on evaluating opportunities to enhance gold recoveries and overall project economics in the context of a substantially higher gold price than the $1,680 per ounce assumption utilized in the Company’s prior study.
BBA, Newfields, JDS and RDA each bring industry-leading expertise and Livengood Gold Project experience as co-authors of the Company’s 2017 and 2023 Pre-Feasibility Studies. Hatch has been added to the team to provide additional expertise in POX processing, metallurgical optimization and trade-off studies. The parties will collaborate across technical disciplines where appropriate, with BBA leading overall integration and coordination of the feasibility study deliverables.
Results of Operations
Summary of Quarterly Results
Description | | June 30, 2026 | | March 31, 2026 | | December 31, 2025 | | September 30, 2025 | ||||
Net income (loss) | $ | (3,383,754) | $ | 2,274,143 | $ | (1,311,876) | $ | (732,303) | ||||
Basic and diluted net income (loss) per common share | $ | (0.01) | $ | 0.01 | $ | (0.01) | $ | (0.00) | ||||
| June 30, 2025 | | March 31, 2025 | | December 31, 2024 | | September 30, 2024 | |||||
Net loss | $ | (1,925,086) | $ | (669,068) | $ | (954,847) | $ | (667,302) | ||||
Basic and diluted net loss per common share | $ | (0.01) | $ | (0.00) | $ | (0.01) | $ | (0.00) | ||||
Three Months Ended June 30, 2026 compared to Three Months Ended June 30, 2025
The Company had a net loss of $3,383,754 for the three months ended June 30, 2026, compared to a net loss of $1,925,086 for the three months ended June 30, 2025.
Mineral property expenditures were $5,354,879 for the three months ended June 30, 2026, compared to $801,909 for the three months ended June 30, 2025. The increase of $4,552,970 was primarily due to increased activity on the Livengood Gold Project of $2,896,190 for drilling-related activities, $1,578,077 for field services and supplies to support the drilling programs, increased expenses for land-related legal of $66,264, and land-related fees of $12,439.
Excluding share-based costs of $154,250 and $59,470 for the three months ended June 30, 2026 and June 30, 2025, respectively, wages and benefits were $498,294 for the three months ended June 30, 2026 compared to $228,363 for the three months ended June 30, 2025. The increase of $269,931 was primarily due to the addition of four new employees for $223,822 and the Chief Executive Officer salary returning to 100% reflecting the additional work required to advance the Livengood Gold Project through feasibility study and permitting for $46,109.
Excluding share-based costs of $567,357 and $382,682 for the three months ended June 30, 2026 and June 30, 2025, respectively, consulting fees were $108,713 for the three months ended June 30, 2026 compared to $56,672 for the three months ended June 30, 2025. The increase of $52,041 was primarily due to an increase in investor relations services provided of $31,323 and an increase in other consulting fees of $20,718.
Professional fees were $107,496 and $56,572 for the three months ended June 30, 2026 and June 30, 2025, respectively. The increase of $50,924 is due primarily to increased fees for legal of $27,703 and recruiting of $24,841, and decreased fees due to timing variances for accounting and auditing services of $1,620.
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Travel costs were $28,616 and $2,305 for the three months ended June 30, 2026 and June 30, 2025, respectively. The increase of $26,311 was primarily due to increased travel related to the current project activities.
Excluding share-based costs of $11,017 and $4,248 for the three months ended June 30, 2026 and June 30, 2025, respectively, investor relations costs were $45,468 for the three months ended June 30, 2026 compared to $29,591 for the three months ended June 30, 2025. The increase of $15,877 was primarily due to increased mailing and filing costs related to the Annual General Shareholder meeting on May 27, 2026.
Insurance costs were $42,869 and $65,136 for the three months ended June 30, 2026 and June 30, 2025, respectively. The decrease of $22,267 is primarily due to an agent change.
Excluding share-based payments, all other operating expense categories reflected only moderate changes period over period.
Share - based payment charges
Share-based payment charges for the three-month periods ended June 30, 2026 and 2025 were allocated as follows:
Expense category: | | June 30, 2026 | | June 30, 2025 | ||
Consulting | $ | 567,357 | $ | 382,682 | ||
Investor relations |
| 11,017 |
| 4,248 | ||
Wages and benefits |
| 154,250 |
| 59,470 | ||
Total | $ | 732,624 | $ | 446,400 | ||
Share-based payment charges were $732,624 during the three months ended June 30, 2026 compared to $464,400 during the three months ended June 30, 2025. The increase of $286,224 was mainly the result of equity compensation issued or granted to certain directors and employees of the Company on May 27, 2026, as compared to the three months ended June 30, 2025.
Other items amounted to total other income of $3,615,757 during the three-month period ended June 30, 2026 compared to total other expense of $161,552 during the three-month period ended June 30, 2025. As a result of the impact of exchange rates on certain of the Company’s U.S. dollar cash balances, the Company had a foreign exchange gain of $2,134,885 during the three-month period ended June 30, 2026, compared to a loss of $190,324 during the three-month period ended June 30, 2025. The average exchange rate during the three-month period ended June 30, 2026 was C$1 to $0.7225, compared to C$1 to $0.7226 during the three-month period ended June 30, 2025. Interest income was $1,480,872 for the three-month period ended June 30, 2026, compared to $28,772 for the three-month period ended June 30, 2025. The increase of $1,452,100 was primarily due to the investment of the net proceeds of the Public Offering and the Concurrent Private Placement in short-term certificates of deposit.
Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025
The Company had a net loss of $1,109,611 for the six months ended June 30, 2026, compared to a net loss of $2,594,154 for the six months ended June 30, 2025.
Mineral property expenditures were $5,608,987 for the six months ended June 30, 2026, compared to $950,396 for the six months ended June 30, 2025. The increase of $4,658,591 was primarily due to increased activity on the Livengood Gold Project of $2,952,705 for drilling-related activities, $1,574,803 for field services and supplies to support the drilling programs, increased expenses for land-related legal of $114,947, and land-related fees of $16,136.
Excluding share-based costs of $174,669 and $73,735 for the six months ended June 30, 2026 and June 30, 2025, respectively, wages and benefits were $757,354 for the six months ended June 30, 2026 compared to $417,921for the six months ended June 30, 2025. The increase of $339,433 was primarily due to the addition of four new employees for $243,018 and the Chief Executive Officer salary returning to 100% reflecting the additional work required to advance the Livengood Gold Project through feasibility study and permitting for $96,415.
Excluding share-based costs of $678,797 and $430,979 for the six months ended June 30, 2026 and June 30, 2025, respectively, consulting fees were $165,161 for the six months ended June 30, 2026 compared to $118,419 for the six months ended June 30, 2025. The increase of $46,742 was primarily due to an increase in investor relations services provided of $31,323 and an increase in director fees of $19,310, partially offset by a negative timing variance of $3,891 for other contracting fees.
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Professional fees were $237,031 and $88,814 for the six months ended June 30, 2026 and June 30, 2025, respectively. The increase of $148,217 is due primarily to increased fees for legal of $77,629 and recruiting of $49,951, and timing variances for accounting and auditing services of $20,637.
Regulatory costs were $148,610 and $94,697 for the six months ended June 30, 2026 and June 30, 2025, respectively. The increase of $53,913 was primarily due to increased TSX market fees of $28,906, increased SEDAR+ annual filing fees of $19,450, and increased transfer agent activity-related fees of $5,557.
Excluding share-based costs of $12,476 and $5,267 for the six months ended June 30, 2026 and June 30, 2025, respectively, investor relations costs were $57,256 for the six months ended June 30, 2026 compared to $38,631 for the six months ended June 30, 2025. The increase of $18,625 was primarily due to increased mailing and filing costs related to the Annual General Shareholder meeting on May 27, 2026.
Travel costs were $32,719 and $10,104 for the six months ended June 30, 2026 and June 30, 2025, respectively. The increase of $22,615 was primarily due to increased travel related to the current project activities.
Insurance costs were $77,613 and $112,147 for the six months ended June 30, 2026 and June 30, 2025, respectively. The decrease of $34,534 is primarily due to an agent change.
Excluding share-based payments, all other operating expense categories reflected only moderate changes period over period.
Share-based payment charges
Share-based payment charges for the six-month periods ended June 30, 2026 and 2025 were allocated as follows:
Expense category: | | June 30, 2026 | | June 30, 2025 | ||
Consulting | $ | 678,797 | $ | 430,979 | ||
Investor relations |
| 12,476 |
| 5,267 | ||
Wages and benefits |
| 174,669 |
| 73,735 | ||
Total | $ | 865,942 | $ | 509,981 | ||
Share-based payment charges were $865,942 during the six months ended June 30, 2026 compared to $509,981 during the six months ended June 30, 2025. The increase of $355,961 was mainly the result of equity compensation issued or granted to certain directors and employees of the Company on May 27, 2026, as compared to the six months ended June 30, 2025.
Other items amounted to total other income of $6,934,529 during the six-month period ended June 30, 2026 compared to total other expense of $168,365 during the six-month period ended June 30, 2025. As a result of the impact of exchange rates on certain of the Company’s U.S. dollar cash balances, the Company had a foreign exchange gain of $4,818,058 during the six-month period ended June 30, 2026, compared to a loss of $208,431 during the six-month period ended June 30, 2025. The average exchange rate during the six-month period ended June 30, 2026 was C$1 to $0.7258, compared to C$1 to $0.7098 during the six-month period ended June 30, 2025. Interest income was $2,116,471 for the six-month period ended June 30, 2026, compared to $40,066 for the six-month period ended June 30, 2025. The increase of $2,076,405 was primarily due to the net proceeds of the Public Offering and the Concurrent Private Placement being invested in short-term certificates of deposit.
Liquidity and Capital Resources
The Company has no revenue generating operations from which it can internally generate funds. To date, the Company has predominantly financed its ongoing operations through the sale of its equity securities by way of public offerings and private placements and the subsequent exercise of share purchase and broker warrants and options issued in connection with such private placements.
As at June 30, 2026, the Company had cash and cash equivalents of $60,444,641 compared to $1,353,333 at December 31, 2025. The increase of approximately $59.1 million resulted mainly from net financing activities of $114.0 million and stock option exercises of $0.3 million partially offset by short-term investments of $50.0 million, operating activities of $0.3 million, and a positive foreign exchange impact of $4.8 million.
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Financing activities during the six-month period ended June 30, 2026 included a public offering pursuant to which the Company issued 33,672,000 common shares of the Company for aggregate gross proceeds, before underwriting expenses and expenses of the offering, of approximately $74.75 million. In connection with the public offering, the Company completed a non-brokered private placement in two tranches pursuant to which it issued an aggregate of 19,520,000 common shares of the Company to an existing major shareholder of the Company, for total proceeds of approximately $43.3 million. Exercise of stock options provided proceeds of $267,795 were received on the issuance of 560,000 common shares and related reallocation of contributed surplus of $128,189.
Financing activities during the six-month period ended June 30, 2025 included the Private Placement pursuant to which the Company issued 8,192,031 common shares of the Company to existing major shareholders to raise gross proceeds of approximately $3.9 million.
Investing activities during the six-month period ended June 30, 2026 comprised solely the transfer of $50.0 million cash to one short-term bank certificate of deposit.
The Company had no cash flows from investing activities during the six-month period ended June 30, 2025.
As at June 30, 2026, the Company had working capital of $110,126,084 compared to working capital of $1,015,182 at December 31, 2025. The Company expects that it will operate at a loss for the foreseeable future, but believes the current cash and cash equivalents will be sufficient for it to complete its anticipated 2026 work plan and satisfy its currently anticipated general and administrative costs, through the 2026 fiscal year.
There is no assurance that the Company will be able to obtain the additional financing required to further advance the Project on acceptable terms, if at all. In addition, any significant delays in the issuance of required permits for the ongoing work or the development of the Livengood Gold Project, or unexpected results in connection with the ongoing work or the development of the Livengood Gold Project, could result in the Company being required to raise additional funds to advance the Project.
Despite the Company’s success to date in raising significant equity financing to fund its operations, there is significant uncertainty that the Company will be able to secure any additional financing in the future. See “Risk Factors – We will require additional financing to fund exploration and, if warranted, development and production. Failure to obtain additional financing could have a material adverse effect on our financial condition and results of operation and could cast uncertainty on our ability to continue as a going concern” included in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Other than cash held by its subsidiaries for their immediate operating needs in the United States, all of the Company’s cash reserves are on deposit with a major Canadian chartered bank. The Company does not believe that the credit, liquidity or market risks with respect thereto have increased as a result of current market conditions.
Critical Accounting Estimates
For a discussion of the accounting judgments and estimates that the Company’s management has identified as critical in the preparation of the Company’s financial statements, please see “Critical Accounting Estimates” under Part II. Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes in the Company’s critical accounting estimates during the six months ended June 30, 2026.
Environmental Regulations
The operations of the Company may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.
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Certain U.S. Federal Income Tax Considerations for U.S. Holders
The Company believes that it has been a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes in recent years and expects to continue to be a PFIC in the future. Current and prospective U.S. shareholders should consult their tax advisors as to the tax consequences of PFIC classification and the U.S. federal tax treatment of PFICs. Additional information on this matter is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, under Part II. Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Certain U.S. Federal Income Tax Considerations for U.S. Holders.”
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of June 30, 2026, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on the evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of June 30, 2026, the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports filed or submitted to the Securities and Exchange Commission under the Exchange Act: (i) is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, in a manner that allows for timely decisions regarding required disclosures.
The effectiveness of our or any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable assurance that the objectives of the system will be met and is subject to certain limitations, including the exercise of judgement in designing, implementing and evaluating controls and procedures and the assumptions used in identifying the likelihood of future events.
Changes in Internal Control over Financial Reporting
There were no changes in internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 under the heading “Risk Factors.”
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the six-month period ended June 30, 2026, the Company and its subsidiaries were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.
ITEM 5. OTHER INFORMATION
During the six months ended June 30, 2026, no director or officer of the Company adopted or terminated a
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ITEM 6. EXHIBITS
Exhibit Number | | Description |
31.1* | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
|
| |
31.2* | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
|
| |
32.1+ | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
|
| |
32.2+ | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
|
| |
101* | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Interim Balance Sheets at June 30, 2026 and December 31, 2025, (ii) the Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the Three and Six Months ended June 30, 2026 and 2025, (iii) the Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025, (iv) the Condensed Consolidated Interim Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025, and (v) the Notes to the Condensed Consolidated Interim Financial Statements. | |
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Filed herewith.
+ Furnished herewith.
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SIGNATURES
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 thereunto duly authorized.
International Tower Hill Mines Ltd.
By: | /s/ Karl L. Hanneman |
|
| Karl L. Hanneman |
|
| Chief Executive Officer |
|
| (Principal Executive Officer) |
|
| ||
Date: August 12, 2026 | ||
By: | /s/ David Cross |
|
| David Cross |
|
| Chief Financial Officer |
|
| (Principal Financial and Accounting Officer) |
|
| ||
Date: August 12, 2026 | ||
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