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