FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. | Name and Address of Company |
INTERNATIONAL TOWER HILL MINES LTD. (the “Issuer”)
Suite 1920 – 1188 West Georgia Street
Vancouver, BC, V6E 4A2
Phone: 604-683-6332 / Fax: 604-408-7499
Item 2. | Date of Material Change |
September 28, 2010
Item 3. | News Release |
The date of the press release issued pursuant to section 7.1 of National Instrument 51-102 with respect to the material change disclosed in this report is September 28, 2010. The press release was issued in Vancouver, British Columbia through the facilities of the TSX Venture Exchange via Marketwire, Canada Stockwatch and Market News Publishing.
Item 4. | Summary of Material Change |
The Issuer Receives reports equity financings of up to CAD 105,375,000.
Item 5. | Full Description of Material Change |
The Issuer reports that the it has entered into an agreement with an underwriter (the “Underwriter”) pursuant to which the Underwriter has agreed to purchase, on a bought deal basis, pursuant to a Canadian short form prospectus (the “Canadian Public Offering”), 10,400,000 common shares of the Issuer (the “Common Shares”) at a price of CAD 6.25 per Common Share for gross proceeds of CAD 65,000,000. In addition, the Issuer will grant the Underwriter an over-allotment option to purchase up to that number of additional Common Shares equal to 15% of the Common Shares sold pursuant to the Canadian Public Offering (maximum of 1,560,000 Common Shares), exercisable for a period of up to 30 days from the closing of the Canadian Public Offering (for additional gross proceeds of up to CAD 9,750,000).
The Underwriter will receive a cash commission of 5% of the gross proceeds raised under the Canadian Public Offering.
In addition, the Issuer will concurrently offer up to 4,900,000 common shares (the “Private Placement Common Shares” and together with the Common Shares, the “Offered Securities”) at a price of CAD 6.25 per Private Placement Common Share through a non-brokered private placement (the “Private Placement”) for gross proceeds of up to CAD 30,625,000. All Private Placement Common Shares issued will be subject to resale restrictions in Canada and the United States.
The Public Offering is anticipated to close on or before October 18, 2010 and is subject to certain conditions including, but not limited to, the completion of satisfactory due diligence by the Underwriter and the acceptance/approval of the Toronto Stock Exchange and the NYSE Amex. The Private Placement is also subject to the acceptance/approval of the Toronto Stock Exchange and the NYSE Amex and is expected to close concurrently with the Canadian Public Offering.
The Issuer intends to use the net proceeds from the two financings for continued work on its Livengood Gold project in Alaska and for general working capital purposes.
The Offered Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”) or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This material change report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Offered Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Cautionary Note Regarding Forward-Looking Statements
This material change report contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and US securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the anticipated completion of the Canadian Public Offering and the Private Placement and the proposed use of the proceeds of the Canadian Public Offering and the Private Placement by the Issuer are forward-looking statements. Although the Issuer believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which , by their nature, refer to future events. The Issuer cautions investors that any forward-looking statements by the Issuer are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, risks associated with the timing and pricing of the Canadian Public Offering and Private Placement, completion of the Canadian Public Offering and the Private Placement, regulatory approval/acceptance of the Canadian Public Offering and the Private Placement, and the use of proceeds from the Canadian Public Offering and Private Placement. Other risks and uncertainties are disclosed in the Issuer’s Annual Information Form filed with certain securities commissions in Canada and the Issuer’s annual report on Form 40-F filed with the United States Securities and Exchange Commission (the “SEC”), and other information released by the Issuer and filed with the app ropriate regulatory agencies. All of the Issuer's Canadian public disclosure filings may be accessed viawww.sedar.comand its United States public disclosure filings may be accessed viawww.sec.gov,and readers are urged to review these materials, including the technical reports filed with respect to the Issuer's mineral properties.
Item 6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
Not applicable
Item 7. | Omitted Information |
No information has been omitted on the basis that it is confidential.
Item 8. | Senior Officer |
The following senior officer of the Issuer is knowledgeable about the material change disclosed in this report.
Jeffrey A. Pontius, President & CEO
Business Telephone No.: (303) 470-8700
Item 9. | Date of Report |
September 28, 2010