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): ~~December~~February 226, ~~2024~~2025

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 1.01 Entry into a Material Definitive Agreement.

On ~~December~~February 226, ~~2024~~2025, ~~the~~International ~~Company~~Tower ~~and~~Hill ~~a third-party,~~Mines ~~Phenom~~Ltd. ~~Ventures LLC~~ (the “~~Phenom~~Company”), entered into asubscription ~~Consulting~~agreements ~~Agreement~~ (~~the “Consulting Agreement”) and Stock Option Agreement (the “Stock Option Agreement” and,~~ collectively, the “Subscription Agreements”) ~~pursuant to which Phenom will provide~~relating ~~consulting services~~ to ~~communicate~~a ~~the~~non-brokered ~~attributes~~private ofplacement (the ~~Livengood~~“Private ~~Gold~~Placement”) ~~Project and the Company’s story to the investor market through a variety~~ of ~~mediums. The Company will grant Phenom 2~~8,~~500~~192,~~000~~031 ~~stock options to purchase~~ common shares of the Company ~~(“Shares”)~~ at a price of ~~CAD~~US $0.~~64 (the “Options”) pursuant to the Company’s 2006 Incentive Stock Option Plan. 1,000,000 Options~~4801 ~~vest~~per ~~on December 2~~share, ~~2024~~for ~~(the~~aggregate ~~“Grant~~gross ~~Date”).~~proceeds ~~500,000 Options vest on June 2, 2025 if (i) the volume weight average trading price~~ of ~~the~~approximately ~~shares for the 30 day period immediately preceding the applicable vesting date is equal to or greater than~~ US $13.0093 ~~and~~million. ~~(ii) any~~The ~~increase~~Private inPlacement ~~the~~was ~~volume~~taken ~~weighted~~up ~~average~~by ~~trading~~certain ~~price~~ of ~~shares from~~ the ~~Grant Date ending on the applicable vesting date exceeds~~Company’s ~~any~~current ~~increase~~major ininstitutional ~~the~~shareholders ~~trading~~consisting ~~price~~ of ~~the~~Paulson ~~common~~& ~~shares of VanEck Junior Gold Miners ETF (the “GDXJ Shares”) during the same period by 25% or more~~Co. 1Inc.,~~000,000~~ ~~Options~~Electrum ~~vest~~Strategic onOpportunities aFund ~~date between December 2~~II, ~~2025~~LP toand ~~December~~Kopernik Global 2Investors, ~~2026~~LLC ifon ~~(i)~~behalf ~~the volume weight average trading price~~ of ~~the~~itself ~~shares~~and onaffiliates. ~~any~~The ~~date~~Company ~~for~~closed ~~a 20 day period within~~ the ~~applicable~~Private ~~vesting~~Placement ~~period~~on isMarch ~~equal~~3, to2025. orThe ~~greater~~Company ~~than US$1.50 and~~intends ~~(ii)~~to ~~any~~use ~~increase in~~ the ~~volume~~net ~~weighted~~proceeds ~~average trading price~~ of ~~shares from~~ the ~~Grant~~Private ~~Date~~Placement ~~ending~~for onworking ~~the~~capital ~~applicable~~and ~~vesting~~general ~~date~~corporate ~~exceeds any~~purposes, ~~increase~~including inadvancing ~~the~~antimony ~~trading price of the GDXJ Shares during the same period by 50% or more~~metallurgical studies.

The ~~term~~Subscription ofAgreements ~~the~~contain ~~Consulting~~customary ~~Agreement ends upon~~representations ~~the~~and ~~earlier~~warranties ofand ~~December~~covenants 2,that ~~2026~~the orparties ~~the~~made ~~death~~to, orand ~~incapacity~~solely offor the ~~Consultant.~~benefit ~~The~~of, ~~Consulting~~each ~~Agreement~~other ~~provides~~in ~~that~~ the ~~Company~~context ~~may~~of ~~terminate~~ all of the ~~Consulting~~terms ~~Agreement~~and conditions ~~with~~of 30the ~~days~~Subscription ~~notice~~Agreements ifand in the ~~Consultant~~context ~~materially~~of ~~breaches~~ the ~~Consulting~~specific ~~Agreement~~relationship ~~and~~between ~~fails~~the ~~to cure~~parties. The ~~Options will~~provisions ~~terminate~~of ~~upon~~the Subscription Agreements, including the ~~earlier~~representations ofand ~~December~~warranties 2contained therein, ~~2026~~are ~~and~~not 90for ~~days~~the ~~after~~benefit ~~the~~of ~~Consultant~~any ~~ceases~~party other than the parties to ~~perform~~such ~~services~~agreements ~~under~~and ~~the~~are ~~Consulting~~not ~~Agreement. The~~intended ~~Consulting~~as ~~Agreement~~documents ~~provides~~for ~~that~~investors ~~during~~and the ~~term~~public ~~and~~to ~~after,~~obtain factual information about the ~~Consultant~~current ~~will~~state of ~~protect~~affairs of the Company~~’s Confidential Information~~.

The foregoing ~~summary~~description of the ~~Consulting~~Subscription ~~Agreement~~Agreements ~~and~~is ~~Stock Option Agreement does~~ not ~~purport to be~~ complete and is qualified in its entirety by ~~reference to~~ the full text of the ~~Consulting Agreement~~form ~~and~~of ~~Stock~~Subscription ~~Option~~ Agreement, ~~copies~~a copy of which ~~are~~is ~~attached~~filed ~~hereto~~ herewith as Exhibit 10.1 and 10incorporated into this Item 1.2,01 ~~respectively~~by reference.

Item 3.02. Unregistered Sale of Equity Securities.

The disclosure set forth in Item 1.01 of this Current Report is incorporated in this Section 3.02 by reference. The Company is relying on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, for purposes of the Private Placement.

Item 7.01. Regulation FD Disclosure.

On March 4, 2025, the Company issued a press release regarding the closing of the Private Placement. A copy of the press release is furnished with this report as Exhibit 99.1.

The information furnished under this Item 7.01, including the press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by reference to such filing.

Item 9.01. Exhibits.

Exhibit		Description
10.1		~~Consulting~~Form ~~Agreement,~~of ~~dated~~Subscription ~~December 2, 2024~~Agreement.
10.2		Stock Option Agreement, dated December 2, 2024.
99.1		Press Release of the Company, dated March 4, 2025.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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 hereunto duly authorized.

	International Tower Hill Mines Ltd.
	(Registrant)
Dated: December 6, 2024	By:	/s/ Karl Hanneman
Dated: March 4, 2025	By:	/s/ Karl Hanneman
	Name:	Karl Hanneman
	Title:	President and Chief Executive Officer

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