| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, no par value |
| (b) | Name of Issuer:
INTERNATIONAL TOWER HILL MINES LTD |
| (c) | Address of Issuer's Principal Executive Offices:
200 BURRARD STREET, SUITE 1570, VANCOUVER,
BRITISH COLUMBIA, CANADA
, V6C 3L6. |
Item 1 Comment:
The following constitutes Amendment No 5 ("Amendment No. 5") to the Schedule 13D previously filed by the undersigned with respect to International Tower Hill Mines Ltd. on December 30, 2016 (as amended and supplemented by Amendment No. 1 filed on March 16, 2018, Amendment No. 2 filed on September 4, 2020, Amendment No. 3 filed on January 22, 2024, and Amendment No.4 filed on March 5, 2025, "Schedule 13D") . This Amendment No. 5 amends the Schedule 13D as specifically set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 is hereby amended to add the following:
The consideration for the purchase of the securities on January 27, 2026 reported herein by the Reporting Person was derived from available capital of the Funds managed by Paulson, and a total of approximately $40,000,000 was paid to acquire such securities. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby amended to incorporate by reference the disclosure set forth below in Item 6. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate percentage of Common Stock reported owned by the Reporting Person is based upon 259,575,491 shares of Common Stock issued and outstanding, as reported by the Issuer to be outstanding after the closing of the Public Offering and Concurrent Private Placement pursuant to the Issuer's Prospectus Supplement filed with the SEC on January 26, 2026. As of the date hereof, the Reporting Person may be deemed to have beneficially owned approximately 34% of the outstanding Common Stock. |
| (b) | Number of shares of Common Stock as to which Paulson has:
(i) Sole power to vote or direct the vote: 88,257,406 (see Note 1).
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition: 88,257,406 (see Note 1).
(iv) Shared power to dispose or direct the disposition: 0 |
| (c) | On January 27, 2026, the Reporting Person acquired from the Issuer, in a private placement, 18,018,018 shares of Common Stock at a price of $2.22 per share. |
| (d) | See Note 1.
Note 1: Paulson furnishes investment advice to and manages the Funds. In its role as investment advisor, or manager, as the case may be, Paulson possesses voting and investment power over the securities of the Issuer described in this Schedule 13D that are owned by the Funds. The pecuniary interest of all securities reported in this Schedule is owned by the Funds. Except for the purpose of determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended, Paulson disclaims beneficial ownership of all securities reported in this Schedule 13D.
For reporting purposes, the aggregate amount of Common Stock deemed to be beneficially owned by the Reporting Person is calculated based on an aggregate of 88,257,406 shares of Common Stock beneficially held by the Reporting Person as of the date hereof. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Pursuant to the Investor Rights Agreement dated December 28, 2016 (the "IRA"), between the Reporting Person and the Issuer, the Reporting Person has the right to participate pro rata in any equity offering by the Issuer. On January 21, 2026, the Issuer entered into a subscription agreement (the "Subscription Agreement") with the Reporting Person pursuant to which the Reporting Person fully exercised its participation right with respect to the Issuer's concurrent public offering (the "Offering") and agreed to purchase 18,018,018 Common Shares at the Offering Price, for an aggregate purchase price of approximately $40.0 million, contingent on the consummation of the Offering (the "Concurrent Private Placement"). The Subscription Agreement contains customary representations and warranties of the parties, and indemnification obligations of the Issuer.
On January 27, 2026, after the closing of the Offering, the Reporting Person and the Issuer entered into an additional subscription agreement (the "Upsize Subscription Agreement"), pursuant to which the Reporting Person agreed to purchase an additional 1,501,982 Common Shares (the "Additional Shares") at the Offering Price, for additional proceeds of $3.3 million to the Issuer, representing a proportional increase to the Reporting Person's investment to account for the upsize in the Offering and exercise of the corresponding Option (together with the Concurrent Private Placement, the "Private Placement"). The issuance of the Additional Shares will be subject to customary closing conditions, including applicable stock exchange approvals.
The foregoing descriptions of the Subscription Agreement and the Upsize Subscription Agreement do not purport to be complete and are qualified in their entirety by reference to the Subscription Agreement and the Upsize Subscription Agreement, copies of which are filed as Exhibits 10.1 and 10.2 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2026, which are incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | 10.1 Subscription Agreement, dated January 21, 2026 between the Issuer and Paulson & Co. Inc. (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2026).
10.2 Upsize Subscription Agreement, dated January 27, 2026, between International Tower Hill Mines Ltd. and Paulson & Co. Inc. (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2026). |
