FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1.	Name and Address of Issuer
	INTERNATIONAL TOWER HILL MINES LTD. (the “Issuer”) Suite 2300 – 1177 West Hastings Street Vancouver, B.C. V6E 4K3
Item 2.	Date of Material Change
	March 21, 2012
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 March 21, 2012. 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 reports that they have filed their Audited Annual Financial Statements for the Seven-Month Transitional Fiscal Year Ended December 31, 2011.
Item 5.	Full Description of Material Change
	The Issuer reports that, pursuant to changing its fiscal year-end to December 31, on March 20, 2012 it filed its audited financial statements and associated management discussion and analysis for its seven-month transitional fiscal year ended December 31, 2011. These documents will be available for viewing on SEDAR and EDGAR and on the Issuer’s website on Wednesday, March 21, 2012.
	The Issuer also plans to file its Annual Information Form and Annual Report on Form 40F for the fiscal year ended December 31, 2011 on Friday, March 23, 2012 and anticipates these documents will become available for viewing on SEDAR and EDGAR on Monday, March 26, 2012.
	This change in year-end will better align the Issuer’s financial reporting with its operational and budgeting cycle as well as align the financial reporting to those of other industry participants in the mineral resource exploration, development and production sectors (who typically have December 31st fiscal year ends) so as to better enable marketplace assessment of the Issuer’s business performance. Going forward, the Issuer's fiscal quarters will end on the last day of March, June, September and December each year.

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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 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, proposed, planned, potential 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, variations in the nature, quality and quantity of any mineral deposits that may be located, variations in the market price of any mineral products the Issuer may produce or plan to produce, the inability of the Issuer to obtain any necessary permits, consents or authorizations required for its activities, the inability of the Issuer to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, and other risks and uncertainties 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 appropriate regulatory agencies. All of the Issuer's Canadian public disclosure filings may be accessed via www.sedar.com and its United States public disclosure filings may be accessed via www.sec.gov, and readers are urged to review these materials, including the technical reports filed with respect to the Issuer's Livengood property.

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.
	James Komadina, President & CEO Business Telephone No.: (303) 470-8700
Item 9.	Date of Report
	March 29, 2012