International Tower Hill Mines Ltd. received an updated Schedule 13G/A showing large positions held by Electrum-affiliated investment funds. As of January 29, 2026, Electrum Strategic Opportunities Fund II L.P. directly owned 28,765,672 common shares, representing 11.1% of the company.
The Electrum Group LLC, Electrum Global Holdings L.P. and related entities collectively reported beneficial ownership of 31,918,825 common shares, or 12.3% of the class, with shared voting and dispositive power. Percentages are based on 259,575,491 common shares outstanding after a public offering and concurrent private placement. The reporting holders state the shares are not held to change or influence control of the issuer and disclaim beneficial ownership beyond their pecuniary interest.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
International Tower Hill Mines Ltd.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
46050R102
(CUSIP Number)
01/27/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
46050R102
1
Names of Reporting Persons
Electrum Strategic Opportunities Fund II L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
28,765,672.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
28,765,672.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,765,672.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.1 %
12
Type of Reporting Person (See Instructions)
PN, FI
SCHEDULE 13G
CUSIP No.
46050R102
1
Names of Reporting Persons
Electrum Strategic Opportunities Fund II GP L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
28,765,672.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
28,765,672.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,765,672.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.1 %
12
Type of Reporting Person (See Instructions)
PN, FI
SCHEDULE 13G
CUSIP No.
46050R102
1
Names of Reporting Persons
ESOF II GP Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
28,765,672.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
28,765,672.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,765,672.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.1 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
46050R102
1
Names of Reporting Persons
The Electrum Group LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
31,918,825.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
31,918,825.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,918,825.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.3 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
46050R102
1
Names of Reporting Persons
Electrum Global Holdings L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
31,918,825.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
31,918,825.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,918,825.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.3 %
12
Type of Reporting Person (See Instructions)
OO, FI
SCHEDULE 13G
CUSIP No.
46050R102
1
Names of Reporting Persons
TEG Global GP Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
31,918,825.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
31,918,825.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,918,825.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.3 %
12
Type of Reporting Person (See Instructions)
OO, FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
International Tower Hill Mines Ltd.
(b)
Address of issuer's principal executive offices:
200 Burrard Street, Suite 1570, Vancouver, BC V6C 3L6, Canada
Item 2.
(a)
Name of person filing:
This Schedule 13G is jointly filed by each of the entities below (collectively, the "Reporting Persons") pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Act"):
(i) Electrum Strategic Opportunities Fund II L.P. ("ESOF II");
(ii) Electrum Strategic Opportunities Fund II GP L.P. ("ESOF II GP L.P.");
(iii) ESOF II GP Ltd. ("ESOF II GP");
(iv) The Electrum Group LLC ("TEG Services");
(v) Electrum Global Holdings L.P. ("Global Holdco"); and
(vi) TEG Global GP Ltd. ("TEG Global").
The Reporting Persons have entered into a Joint Filing Agreement, dated January 29, 2026, a copy of which is attached as Exhibit 99.1 hereto, pursuant to which the Reporting Persons have agreed to file this amendment to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 600 Fifth Avenue, 24th Floor, New York, New York 10020.
(c)
Citizenship:
See responses to Item 4 on each cover page.
(d)
Title of class of securities:
Common Shares, no par value
(e)
CUSIP No.:
46050R102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of January 29, 2026, ESOF II directly owned 28,765,672 Common Shares. ESOF II GP L.P. is the general partner of ESOF II, and ESOF II GP is the general partner of ESOF II GP L.P. TEG Services acts as investment advisor to ESOF II. ESOF II GP is wholly owned by Global Holdco. TEG Global is the general partner of Global Holdco. Therefore, each of ESOF II GP L.P., ESOF II GP, TEG Services, Global Holdco and TEG Global may be deemed to beneficially own the Common Shares held by ESOF II.
As of January 29, 2026, Global Holdco directly owned 3,153,153 Common Shares. TEG Services acts as investment advisor to Global Holdco. TEG Global is the general partner of Global Holdco. Therefore, each of TEG Services and TEG Global may be deemed to beneficially own the Common Shares held by Global Holdco.
Each of the Reporting Persons disclaims beneficial ownership of such Common Shares except to the extent of its pecuniary interest therein, if any. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G.
(b)
Percent of class:
See responses to Item 11 on each cover page. All percentages calculated in this Schedule 13G are based upon an aggregate of 259,575,491 common shares, no par value ("Common Shares"), of International Tower Hill Mines Ltd. (the "Issuer"), 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 and press release issued January 27, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Electrum Strategic Opportunities Fund II L.P.
Signature:
/s/ Michael H. Williams
Name/Title:
Michael H. Williams, Director
Date:
01/29/2026
Electrum Strategic Opportunities Fund II GP L.P.
Signature:
/s/ Michael H. Williams
Name/Title:
Michael H. Williams, Director
Date:
01/29/2026
ESOF II GP Ltd.
Signature:
/s/ Michael H. Williams
Name/Title:
Michael H. Williams, Director
Date:
01/29/2026
The Electrum Group LLC
Signature:
/s/ Michael H. Williams
Name/Title:
Michael H. Williams, Senior Managing Director
Date:
01/29/2026
Electrum Global Holdings L.P.
Signature:
/s/ Andrew M. Shapiro
Name/Title:
Andrew M. Shapiro, Director
Date:
01/29/2026
TEG Global GP Ltd.
Signature:
/s/ Andrew M. Shapiro
Name/Title:
Andrew M. Shapiro, Director
Date:
01/29/2026
Comments accompanying signature:
Electrum Global Holdings L.P. By: TEG Global GP Ltd., its general partner
Electrum Strategic Opportunities Fund II L.P. By: Electrum Strategic Opportunities Fund II GP L.P., its general partner By: ESOF II GP Ltd., its general partner
Electrum Strategic Opportunities Fund II GP L.P. By: ESOF II GP Ltd., its general partner
What ownership stake in International Tower Hill Mines (THM) do Electrum entities report?
Electrum-affiliated entities report beneficial ownership of 31,918,825 common shares of International Tower Hill Mines, representing 12.3% of the outstanding class. This reflects a significant minority position with shared voting and dispositive power reported across several related investment vehicles and general partners.
How many International Tower Hill Mines (THM) shares does Electrum Strategic Opportunities Fund II L.P. hold?
Electrum Strategic Opportunities Fund II L.P. directly holds 28,765,672 common shares of International Tower Hill Mines, equal to 11.1% of the class. Its general partners and advisory affiliates may be deemed to share beneficial ownership of these shares through their roles in managing the fund’s investments.
What total share count is used to calculate Electrum’s ownership percentages in THM?
The reported ownership percentages are calculated using 259,575,491 common shares outstanding for International Tower Hill Mines. This share count comes from the issuer’s disclosure after closing a public offering and concurrent private placement described in a prospectus supplement and press release in late January 2026.
Which Electrum-related entities are reporting persons for International Tower Hill Mines (THM)?
Reporting persons include Electrum Strategic Opportunities Fund II L.P., its general partners Electrum Strategic Opportunities Fund II GP L.P. and ESOF II GP Ltd., plus The Electrum Group LLC, Electrum Global Holdings L.P. and TEG Global GP Ltd., which together report shared beneficial ownership positions.
Are Electrum’s THM shares held to influence control of International Tower Hill Mines?
The reporting holders certify their International Tower Hill Mines shares were not acquired and are not held for the purpose of changing or influencing control. They also state the holdings are not part of any control-related transaction, other than activities tied to a nomination under a specific proxy rule.
Where are the Electrum reporting entities for THM based?
The principal business office for all Electrum reporting entities is at 600 Fifth Avenue, 24th Floor, New York, New York 10020. Their places of organization include the Cayman Islands for several funds and general partners, and Delaware for The Electrum Group LLC as an investment adviser entity.
