6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 16d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of AUGUST, 2012

Commission File Number: 001-33638

INTERNATIONAL TOWER HILL MINES LTD.
(Translation of registrant's name into English)

2300 - 1177 West Hastings Street, Vancouver, BC, V6E 2K3
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[] Form 20-F   [ x ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): []

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): []

SUBMITTED HEREWITH

Exhibits

99.1	News Release dated August 24, 2012
99.2	Material Change Report dated August 27, 2012

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, thereunto duly authorized.

	International Tower Hill Mines Ltd.
	(Registrant)
Date: August 27, 2012	By:	/s/ Donald Ewigleben
		Donald Ewigleben
	Title:	Chairman

EX-99.1

Suite 2300
1177 West Hastings St.
St. Vancouver, BC
Canada V6E 2K3
TEL 604.683.6332
FAX 604.408.7499
www.ithmines.com
TSX: ITH | NYSE-A: THM

 

NR12-25 August 24, 2012

International Tower Hill Grants Incentive Options

Vancouver, B.C…… International Tower Hill Mines Ltd. (“ITH” or the “Company”) - (TSX: ITH, NYSE-A: THM, Frankfurt: IW9) announces that, pursuant to its 2006 Incentive Stock Option Plan, it has granted options to purchase up to 4,700,000 common shares to directors, officers, employees and consultants. The options are exercisable at a price of $3.17 per share for a period of 5 years ending on August 24, 2017 and vest as to 1/3 on August 24, 2012, a further 1/3 on August 24, 2013 and the balance on August 24, 2014.

About International Tower Hill Mines Ltd.

International Tower Hill Mines Ltd. controls a 100% interest in the world-class Livengood Gold Project accessible by paved highway 70 miles north of Fairbanks, Alaska. In 2012, ITH is focused on the rapid advancement of the Livengood project into a compelling potential development scenario.

On behalf of
International Tower Hill Mines Ltd.

(signed) Jeffrey A. Pontius
Jeffrey A. Pontius
Interim Chief Executive Officer

Contact Information:	Michelle Stachnik, Manager – Investor Relations
	E-mail: mstachnik@ithmines.com
	Direct line: 720-881-7646 Ext 203
	Toll-Free: 1-855-208-4642

This press release is not, and is not to be construed in any way as, an offer to buy or sell securities in the United States.

-30-

EX-99.2

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 2K3
Item 2.	Date of Material Change
	August 24, 2012
Item 3.	News Release
	The date of the material change report issued pursuant to section 7.1 of National Instrument 51- 102 with respect to the material change report disclosed in this report is August 24, 2012. The material change report 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 the granting of incentive stock options.
Item 5.	Full Description of Material Change
	The Issuer reports that, pursuant to its 2006 Incentive Stock Option Plan, it has granted options to purchase up to 4,700,000 common shares to directors, officers, employees and consultants. The options are exercisable at a price of $3.17 per share for a period of 5 years ending on August 24, 2017 and vest as to 1/3 on August 24, 2012, a further 1/3 on August 24, 2013 and the balance on August 24, 2014.
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, Chief Executive Officer
	Business Telephone No.: (303) 470-8700
Item 9.	Date of Report
	August 27, 2012