S-8

As filed with the Securities and Exchange Commission on April 9, 2024

Registration No. 333-             

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

International Tower Hill Mines Ltd.

(Exact Name of Registrant as Specified in Its Charter)

British Columbia, Canada	98-0668474
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
1570-200 Burrard Street, Vancouver, British Columbia, Canada	V6C 3L6
(Address of Principal Executive Offices)	(Zip Code)

International Tower Hill Mines Ltd. 2006 Stock Option Plan, as amended

International Tower Hill Mines Ltd. 2017 Deferred Share Unit Incentive Plan

(Full Title of the Plan)

Karl L. Hanneman

Chief Executive Officer

506 Gaffney Road, Suite 200

Fairbanks, Alaska 99701

(Name and Address of Agent For Service)

(907) 328-2800

(Telephone Number, Including Area Code, of Agent For Service)

With Copies to:

Paul Hilton Brandon Kinnard Hogan Lovells US LLP 1601 Wewatta Street, Suite 900 Denver, Colorado 80202 (303) 899-7300 Robin Mahood McCarthy Tétrault LLP 745 Thurlow Street, Suite 2400 Vancouver, British Columbia, Canada V6E 0C5 (604) 643-7100

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer	☐
Non-accelerated filer   ☒	Smaller reporting company	☒
	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 7(a)(2)(B) of the Securities Act.  ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

This Registration Statement (the “Registration Statement”) on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering the offer and issuance of common shares, no par value (the “Common Shares”) of International Tower Hill Mines Ltd. (the “Registrant,” or the “Company”) to certain employees of the Company and/or its subsidiaries under the Company’s 2006 Stock Option Plan, as amended (and as it may be amended from time to time, the “Stock Option Plan”) and the Company's 2017 Deferred Share Unit Incentive Plan (as it may be amended from time to time, the “DSU Plan,” and together with the Stock Option Plan, the “Plans”).

Pursuant to Part I of Form S-8, the information specified under Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to participants in the respective Plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, when taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. Such documents are not required to be, and are not, filed with the Commission either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents of the Registrant filed with the Commission are incorporated by reference in this registration statement as of their respective dates:

(a) the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 8, 2024;

(b) the Registrant’s Current Reports on Form 8-K as filed with the Commission on January 3, 2024 and January 22, 2024, to the extent “filed” and not “furnished” pursuant to Section 13(a) of the Exchange Act; and

(c) the description of the Registrant’s Common Shares contained in the Registrant’s Form 8-A filed on August 25, 2010, as updated by the description of the Registrant’s Common Shares filed as Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Commission on March 9, 2022, including any amendments or reports filed for the purpose of updating the description.

All reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents, except for the documents, or portions thereof, that are “furnished” rather than filed with the Commission.

For the purposes of this registration statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

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Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Under the Business Corporations Act (British Columbia) (the “BCBCA”) the Company may indemnify a director or officer, a former director or officer, or an individual who acts or acted as a director or officer of an affiliate of the Company, or at the Company’s request as a director or officer (or in a similar capacity) of another corporation or other legal entity, against all judgments, penalties or fines awarded or imposed in, or amounts paid in settlement of, any legal proceeding or investigative action, whether current, threatened, pending or completed, in which such individual or any of his or her heirs and personal or other legal representatives is or may be joined as a party, or is or may liable for in respect of a judgment, penalty or fine in, or expenses related to such legal proceeding or investigative action because of serving in such capacity, on condition that (i) the individual acted honestly and in good faith with a view to the best interests of the Company or such other corporation or legal entity, and (ii) in the case of such a proceeding or investigative action other than a civil proceeding, the individual had reasonable grounds for believing that his or her conduct was lawful. The Company may also indemnify a person described above in respect of all costs, charges and expenses, including legal and other fees, actually and reasonably incurred by such person in respect of such a legal proceeding or investigative action, providing such person complies with (i) and (ii) above. The Company may provide indemnification in respect of such costs, charges and expenses after the final disposition of such legal proceeding or investigative action, and may pay such costs, charges and expenses as they are incurred in advance of such final disposition, provided it obtains a written undertaking that such person will repay the amounts advanced if it is ultimately determined that the individual did not comply with (i) and (ii) above. Under the BCBCA, an individual described above is entitled to indemnification from the Company in respect of such costs, charges and expenses after the final disposition of such legal proceeding or investigative action as a matter of right if the individual has not been reimbursed for such costs, charges and expenses and is wholly successful in the outcome of such legal proceeding or investigative action, or is substantially successful on the merits thereof, providing such individual complies with (i) and (ii) above. On application of the Company or an individual described above, the Supreme Court of British Columbia may order the Company to indemnify a person described above in respect of any liability incurred by such person in respect of such a legal proceeding or investigative action, and to pay some or all of the expenses incurred by such individual in respect of such legal proceeding or investigative action.

In accordance with the BCBCA, the Articles of the Company provide that the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Subject to any restrictions in the BCBCA, the Company may indemnify any other person. The Articles also provide that the Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who: (i) is or was a director, alternate director, officer, employee or agent of the Company; (ii) is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company; (iii) at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity; or (iv) at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity; in each case against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position. A policy of directors’ and officers’ liability insurance is maintained by the Company which insures directors and officers for losses as a result of claims against the directors and officers of the Company in their capacity as directors and officers and also reimburses the Company for payments made pursuant to the indemnity provisions under the Articles of the Company and the BCBCA.

3

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits.

Exhibit
Number	Description of Document
4.1	Amended and Restated Articles of the Company, as amended on June 21, 2021 (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q on August 6, 2021 and incorporated herein by reference)
4.2	Form of Common Share Certificate (filed as Exhibit 1 to the Company’s Form 8-A on August 2, 2007 and incorporated herein by reference)
4.3	Investor Rights Agreement, dated December 28, 2016, between International Tower Hill Mines Ltd. and Paulson & Co. Inc. (filed as Exhibit 4.1 to the Company’s Form 8-K filed on January 5, 2017 and incorporated herein by reference)
4.4	2006 Stock Option Plan, as amended September 19, 2012 (filed as Exhibit 10.9 to the Company’s Form 10-K on March 13, 2013 and incorporated herein by reference)
4.5	Form of Stock Option Agreement for use under the 2006 Stock Option Plan (filed as Exhibit 10.10 to the Company's Form 10-K on March 13, 2013 and incorporated herein by reference)
4.6	2017 Deferred Share Unit Incentive Plan (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q on August 11, 2017 and incorporated herein by reference)
5.1	Opinion of McCarthy Tétrault LLP*
23.1	Consent of Davidson & Company LLC*
23.2	Consent of McCarthy Tétrault LLP (included in Exhibit 5.1)*
23.3	Consent of BBA USA Inc.*
23.4	Consent of NewFields Mining Design & Technical Services, LLC*
23.5	Consent of JDS Energy & Mining Inc.*
23.6	Consent of Resource Development Associates Inc.*
24	Power of Attorney (included on signature page)
107	Filing Fee Table*

* Filed herewith.

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Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Fairbanks, Alaska, USA, on this 9th day of April, 2024.

INTERNATIONAL TOWER HILL MINES LTD.
By:	/s/ Karl L. Hanneman
Name:	Karl L. Hanneman
Title:	Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned hereby constitutes and appoints Karl L. Hanneman the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in his name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or advisable, to enable International Tower Hill Mines Ltd. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on the dates indicated.

Signature	Title	Date
/s/ Karl L. Hanneman	Chief Executive Officer and Director	April 9, 2024
Karl L. Hanneman	(Principal Executive Officer)
/s/ David Cross	Chief Financial Officer	April 9, 2024
David Cross	(Principal Financial and Principal Accounting Officer)
/s/ Marcelo Kim	Chairman	April 9, 2024
Marcelo Kim
/s/ Edel Tully	Director	April 9, 2024
Edel Tully
/s/ Anton J. Drescher	Director	April 9, 2024
Anton J. Drescher
/s/ Stuart Harshaw	Director	April 9, 2024
Stuart Harshaw
/s/ Thomas S. Weng	Director	April 9, 2024
Thomas S. Weng

EX-5.1

McCarthy Tétrault LLP

Suite 2400, 745 Thurlow Street
Vancouver BC V6E 0C5
Canada

Tel: 604-643-7100

Fax: 604-643-7900

Exhibit 5.1

 

April 9, 2024

International Tower Hill Mines Ltd.
Suite 1570 – 200 Burrard Street
Vancouver, British Columbia
V6C 3L6

Dear Sirs:

Re:	International Tower Hill Mines Ltd.
	Registration Statement on Form S-8

We have acted as Canadian counsel to International Tower Hill Mines Ltd. (the “Company”) in connection with the preparation and filing with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Securities Act”), of the Company’s Registration Statement on Form S-8 to be filed on the date hereof (the “Registration Statement”), relating to the registration under the Act of up to 19,969,344 common shares with no par value of the Company (the “Award Shares”) pursuant to (a) the International Tower Hill Mines Ltd. 2006 Stock Option Plan, as amended, and (b) the International Tower Hill Mines Ltd. 2017 Deferred Share Unit Incentive Plan (together, the “Plans”).

In connection with this opinion, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of:

(a) the Registration Statement;

(b) the Plans;

(c) the Company’s articles (the “Articles”), as in effect on the date hereof; and

(d) a copy of the unanimous written consent resolutions of the Company’s Board of Directors relating to the Registration Statement and other matters.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers, or other representatives of the Company, and such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic, electronic, or facsimile copies and the authenticity of the originals of such documents. In making our examination of executed documents or documents which may be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties, of such documents and that (except to the extent we have opined on such matters below) such documents constitute or will constitute valid and binding obligations of the parties thereto.

page 2

As to any facts material to the opinion expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others. We have also assumed that, at the time any options or deferred shares units (collectively, “Awards”) are granted pursuant to the Plans, or any Award Shares are issued in exchange for or on the exercise or conversion of such Awards, the Articles, and the Applicable Laws (defined below), shall not have been amended so as to affect the validity of such issuance.

The opinions expressed herein are limited to the laws of the Province of British Columbia and the federal laws of Canada applicable therein (the “Applicable Laws”).

Based and relying upon and subject to the foregoing, we are of the opinion that the Award Shares, when issued in accordance with the applicable Plan in exchange for or on the exercise or conversion of Awards duly granted in accordance with such Plan, will be validly issued as fully paid and non-assessable shares in the capital of the Company.

This opinion has been prepared for your use in connection with the Registration Statement and is expressed as of the date hereof. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Registration Statement or the Award Shares.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm wherever appearing in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under the Securities Act or the rules and regulations promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in Applicable Laws.

Yours very truly,

/s/ McCarthy Tétrault LLP

McCarthy Tétrault LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of International Tower Hill Mines Ltd. of our report dated March 7, 2024, relating to the consolidated financial statements appearing in the Annual Report on Form 10-K of International Tower Hill Mines Ltd. for the years ended December 31, 2023 and 2022.

/s/ Davidson & Company LLP

Vancouver, Canada Chartered Professional Accountants

April 9, 2024

EX-23.3

EXHIBIT 23.3

CONSENT - BBA USA INC.

In connection with the International Tower Hill Mines Ltd. Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on April 9, 2024, and any amendments or supplements and/or exhibits thereto (collectively, the “Registration Statement”), the undersigned consents to:

(i) the incorporation by reference of Chapters 2, 3, 10 (except Section 10.5.16.7), 12 (except Section 12.3.3.1), 13, 14, 15 (except Sections 15.14, and 15.19), 16, 17, 18, 19, 21, and the relevant portions of Chapters 1, 22, 23, 24 and 25 of the technical report summary titled “Pre-feasibility Study of the Livengood Gold Project, Alaska, USA”, with an effective date of October 29, 2021, an original signature date of February 23, 2022, and an amended signature date of October 13, 2023 (the “TRS”), in the Registration Statement;

(ii) the use of and references to our name, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with Chapters 2, 3, 10 (except Section 10.5.16.7), 12 (except Section 12.3.3.1), 13, 14, 15 (except Sections 15.14, and 15.19), 16, 17, 18, 19, 21, and the relevant portions of Chapters 1, 22, 23, 24 and 25 of the TRS, in connection with the Registration Statement; and

(iii) any extracts or summaries of Chapters 2, 3, 10 (except Section 10.5.16.7), 12 (except Section 12.3.3.1), 13, 14, 15 (except Sections 15.14, and 15.19), 16, 17, 18, 19, 21, and the relevant portions of Chapters 1, 22, 23, 24 and 25 of the TRS incorporated by reference in the Registration Statement, and the use of any information derived, summarized, quoted or referenced from the Chapters 2, 3, 10 (except Section 10.5.16.7), 12 (except Section 12.3.3.1), 13, 14, 15 (except Sections 15.14, and 15.19), 16, 17, 18, 19, 21, and the relevant portions of Chapters 1, 22, 23, 24 and 25 of the TRS, or portions thereof, that were prepared by us, that we supervised the preparation of, and/or that were reviewed and approved by us, that is incorporated by reference in the Registration Statement.

Dated:	April 9, 2024
By:	/s/ BBA USA Inc.
Name:	BBA USA Inc.

EX-23.4

EXHIBIT 23.4

CONSENT - NEWFIELDS MINING DESIGN & TECHNICAL SERVICES, LLC

In connection with the International Tower Hill Mines Ltd. Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on April 9, 2024, and any amendments or supplements and/or exhibits thereto (collectively, the “Registration Statement”), the undersigned consents to:

(i) the incorporation by reference of Sections 10.5.16.7, 15.14, 15.19, and the relevant portions of Chapters 1, 18, 22, 23, 24 and 25 of the technical report summary titled “Pre-feasibility Study of the Livengood Gold Project, Alaska, USA”, with an effective date of October 29, 2021, an original signature date of February 23, 2022, and an amended signature date of October 13, 2023 (the “TRS”), in the Registration Statement;

(ii) the use of and references to our name, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with Sections 10.5.16.7, 15.14, 15.19, and the relevant portions of Chapters 1, 18, 22, 23, 24 and 25 of the TRS, in connection with the Registration Statement; and

(iii) any extracts or summaries of Sections 10.5.16.7, 15.14, 15.19, and the relevant portions of Chapters 1, 18, 22, 23, 24 and 25 of the TRS incorporated by reference in the Registration Statement, and the use of any information derived, summarized, quoted or referenced from the Sections 10.5.16.7, 15.14, 15.19, and the relevant portions of Chapters 1, 18, 22, 23, 24 and 25 of the TRS, or portions thereof, that were prepared by us, that we supervised the preparation of, and/or that were reviewed and approved by us, that is incorporated by reference in the Registration Statement.

Dated:	April 9, 2024
By:	/s/ NewFields Mining Design & Technical Services, LLC
Name:	NewFields Mining Design & Technical Services, LLC

EX-23.5

EXHIBIT 23.5

CONSENT - JDS ENERGY & MINING INC.

In connection with the International Tower Hill Mines Ltd. Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on April 9, 2024, and any amendments or supplements and/or exhibits thereto (collectively, the “Registration Statement”), the undersigned consents to:

(i) the incorporation by reference of Section 12.3.3.1, and the relevant portions of Chapters 1, 22, 23, 24 and 25 of the technical report summary titled “Pre-feasibility Study of the Livengood Gold Project, Alaska, USA”, with an effective date of October 29, 2021, an original signature date of February 23, 2022, and an amended signature date of October 13, 2023 (the “TRS”), in the Registration Statement;  

(ii) the use of and references to our name, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with Section 12.3.3.1, and the relevant portions of Chapters 1, 22, 23, 24 and 25 of the TRS, in connection with the Registration Statement; and

(iii) any extracts or summaries of Section 12.3.3.1, and the relevant portions of Chapters 1, 22, 23, 24 and 25 of the TRS incorporated by reference in the Registration Statement, and the use of any information derived, summarized, quoted or referenced from the Section 12.3.3.1, and the relevant portions of Chapters 1, 22, 23, 24 and 25 of the TRS, or portions thereof, that were prepared by us, that we supervised the preparation of, and/or that were reviewed and approved by us, that is incorporated by reference in the Registration Statement.

Dated:	April 9, 2024
By:	/s/ JDS Energy & Mining Inc.
Name:	JDS Energy & Mining Inc.

EX-23.6

EXHIBIT 23.6

CONSENT - RESOURCE DEVELOPMENT ASSOCIATES INC.

In connection with the International Tower Hill Mines Ltd. Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on April 9, 2024, and any amendments or supplements and/or exhibits thereto (collectively, the “Registration Statement”), the undersigned consents to:

(i) the incorporation by reference of Chapters 4, 5, 6 ,7 ,8, 9, 11 and 20, and the relevant portions of Chapters 1, 22, 23, 24 and 25 of the technical report summary titled “Pre-feasibility Study of the Livengood Gold Project, Alaska, USA”, with an effective date of October 29, 2021, an original signature date of February 23, 2022, and an amended signature date of October 13, 2023 (the “TRS”), in the Registration Statement;

(ii) the use of and references to our name, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission), in connection with Chapters 4, 5, 6 ,7 ,8, 9, 11 and 20, and the relevant portions of Chapters 1, 22, 23, 24 and 25 of the TRS, in connection with the Registration Statement; and

(iii) any extracts or summaries of Chapters 4, 5, 6 ,7 ,8, 9, 11 and 20, and the relevant portions of Chapters 1, 22, 23, 24 and 25 of the TRS incorporated by reference in the Registration Statement, and the use of any information derived, summarized, quoted or referenced from the Chapters 4, 5, 6 ,7 ,8, 9, 11 and 20, and the relevant portions of Chapters 1, 22, 23, 24 and 25 of the TRS, or portions thereof, that were prepared by us, that we supervised the preparation of, and/or that were reviewed and approved by us, that is incorporated by reference in the Registration Statement.

Dated:	April 9, 2024
By:	/s/ Resource Development Associates Inc.
Name:	Resource Development Associates Inc.

EX-FILING FEES

Exhibit 107

Calculation of Filing Fees Table

Form S-8

(Form Type)

International Tower Hill Mines Ltd.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit (2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Shares, no par value per share	Rule 457(c) and Rule 457(h)	19,969,344 shares (1)	$0.68	$13,579,154	$147.60 per million	$2,004.28
Total Offering Amounts					$13,579,154		$2,004.28
Total Fee Offsets							$0
Net Fee Due							$2,004.28

(1) Represents 19,969,344 common shares reserved for issuance under the International Tower Hill Mines Ltd. 2006 Stock Option Plan, as amended, and the International Tower Hill Mines Ltd. 2017 Deferred Share Unit Incentive Plan (together the “Plans”). Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”) there are also registered hereunder such indeterminate number of additional shares as may become available for issuance pursuant to the Plans as a result of the antidilution provisions contained therein, including stock splits and other similar transactions.

(2) Estimated in accordance with paragraphs (c) and (h) of Rule 457 of the Securities Act, based upon the average of the daily high and low prices of shares of the registrant’s common stock on April 5, 2024, as reported on the NYSE American.