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2026-02-09
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): February 9, 2026
INTERNATIONAL
TOWER HILL MINES LTD.
(Exact
Name of Registrant as Specified in Charter)
| British
Columbia, Canada |
|
001-33638 |
|
98-0668474 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
| 1570-200 Burrard Street | |
|
| Vancouver,
British Columbia, Canada | |
V6C 3L6 |
| (Address
of Principal Executive Offices) | |
(Zip
Code) |
Registrant’s
telephone number, including area code: (604) 683-6332
(Former
Name or Former Address, if Changed Since Last Report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class: |
|
Trading
Symbol: |
|
Name
of each exchange on which
registered: |
| Common
Shares, no par value |
|
THM |
|
NYSE American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On February 9, 2026, the board of directors (the “Board”)
of International Tower Hill Mines Ltd. (the “Company”), on the recommendation of the Compensation Committee of the Board,
approved an increase in the base salary for Karl Hanneman, Chief Executive Officer of the Company (“CEO”), to US$342,538 per
year. Mr. Hanneman had previously accepted a voluntary reduction in his base salary in 2018 due to a reduction in the amount of time
required to perform the duties of CEO. The salary increase was approved in recognition of an increase in time required for Mr. Hanneman
to perform his duties as CEO, from fifty percent (50%) to full time. The increase in salary is effective as of December 1, 2025.
In connection with the increase in base salary, the Company and Mr. Hanneman
entered into an amended and restated employment agreement (the “Amended Employment Agreement”) to reflect his increased salary
and time commitment. The remaining terms and conditions of his employment agreement will continue unchanged.
The foregoing summary of the terms of the Amended Employment Agreement
is subject to and qualified in its entirety by the full text of the Amended Employment Agreement, a copy of which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Amended and Restated Employment Agreement, dated February 10, 2026, by and between International Tower Hill Mines Ltd. and Karl Hanneman |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
International Tower Hill Mines Ltd. |
| |
(Registrant) |
| |
|
|
| Dated: February 13, 2026 |
By: |
/s/ Karl Hanneman |
| |
Name: |
Karl Hanneman |
| |
Title: |
President and Chief Executive Officer |
