FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Issuer

INTERNATIONAL TOWER HILL MINES LTD. (the “Issuer”)

Suite 1920 – 1188 West Hastings Street

Vancouver, B.C. V6E 4A2

Item 2. Date of Material Change

December 4, 2009

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 December 4, 2009.  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 drill results at Coffee Dome project, Alaska.

Item 5. Full Description of Material Change

The Issuer reports the results from its fall 2009 drilling campaign at the Coffee Dome project, Alaska.  Five core holes, totalling 1356 metres, were drilled testing two of the three priority target areas, UAF and Zesiger (Figure 1).  Results from the UAF area returned multiple, thick zones of low grade gold, highlighted by 17 metres @ 0.3 g/t gold and 22 metres @ 0.21 g/t gold in hole CD-09-03 (Table 1).  These results have defined a large, broad zone of stratigraphically controlled gold mineralization within part of the larger UAF-Miller target area that extends for at least 2 kilometres to the north.  The Issuer is currently analyzing the structural data from the drilling in an effort to target higher grade feeders to the system.  The Coffee Dome project is road accessible and 17 kilometres northeast of the Fort Knox mine.

Figure 1 : Soil geochemical anomalies at the Coffee Dome Project showing
the widespread distribution of anomalous gold.

UAF Area

The UAF target is focused along a projected northeast trending structural zone which appears to be steeply dipping to the south (Figure 2).  The target has coincident resistivity and high-grade gold in soil anomalies.  The target as currently defined extends for approximately 500 metres by 250 metres.  The drilling showed that the resistivity anomaly is due to the presence of a flat-lying quartzite unit and that the quartzite unit is preferentially mineralized due to strong fracturing which hosts numerous mineralized quartz veins.  Very little sulphide was encountered in the drilling and, geochemically, the system appears to be exclusively gold+arsenic in this area.  The information gained at UAF will help understand the overall relationship between the UAF and the Miller targets.

Zesiger Discovery Area

One hole was drilled in the Zesiger target and was designed to cross a projected fault zone which hosted high grade mineralization in surface trenching.  The hole encountered the fault zone but failed to return significant gold mineralization.

Figure 2 : Map of the UAF area showing soil geochemistry and drilling on a background of 900Hz resistivity

(warmer colors are higher resistivity). Topographic contour interval is 10 metres.  The red

histogram reflects the gold grade (capped at 1 g/t).  The quartzite contact dips shallowly to the SE

and accounts for the resistivity anomaly.

Implications

The drilling in the UAF area has demonstrated the potential of the quartzite unit to host thick zones of gold mineralization along a broad NNE structural zone.  The next step in the Coffee Dome exploration plan will be to target specific structural zones with potential to host higher grade feeder zones within this the greater UAF-Miller target area.

Table 1 : Mineralized intercepts from Coffee Dome Drilling.

(0.09g/t cutoff, max of 2 metres internal waste and
only intercepts with greater than 0.15g/t gold included)

Hole ID	From (metres)	To (metres)	Length (metres)	Gold (g/t)
CD-09-01	No Significant Intercepts
CD-09-02	0.00	1.96	1.96	0.27
	26.21	27.58	1.37	0.15
	31.10	32.41	1.31	0.27
	49.07	50.29	1.22	0.21
	56.37	58.83	2.46	0.26
	84.73	86.87	2.14	0.28
	118.57	119.79	1.22	0.23
	125.88	127.10	1.22	0.16
CD-09-03	1.52	2.44	0.92	0.17
	10.97	12.12	1.15	0.28
	19.20	40.96	21.76	0.21
	78.37	80.76	2.39	0.15
	92.13	92.96	0.83	0.27
	96.72	100.98	4.26	0.17
	105.16	122.23	17.07	0.30
	145.39	146.61	1.22	0.31
	192.33	193.55	1.22	0.84
	222.20	223.42	1.22	0.34
	260.30	261.52	1.22	3.56
	274.93	277.98	3.05	0.25
CD-09-04	27.13	29.67	2.54	0.53
	65.93	67.06	1.13	0.89
	91.44	92.66	1.22	0.32
CD-09-05	9.45	23.32	13.87	0.18
	33.03	36.48	3.45	0.16
	99.70	100.58	0.88	0.16
	107.59	125.97	18.38	0.21

Project Background

Coffee Dome is located in the Fairbanks Gold Mining District, 17 kilometres northeast of the Fort Knox Gold Mine.  The project is accessed by roads that are maintained by the Alaska Department of Transport and the Alaska Division of Forestry.  The mineralization at Coffee Dome was discovered after fires in 2004 exposed the surface for the first time, revealing several trains of quartz vein float with high-grade gold mineralization.  The project has three major gold targets with many other anomalies that continue to be developed (Figure 1).  The surface gold in soil anomaly covers an area of two square kilometres and is still open in many areas.

The Issuer controls 100% of its 41 square kilometre land package at Coffee Dome, which is primarily made up of State of Alaska Mining Claims owned or leased by the Issuer and fee simple land leased from the University of Alaska.  The Issuer and its predecessor, AngloGold Ashanti (U.S.A.) Exploration Inc., have been exploring the Coffee Dome area since 2005 when the first mineralized quartz vein samples were collected.  Soil and rock surveys conducted between 2005 and 2009 have progressively advanced the property.  Soil surveys in 2005 and 2006 delineated a number of soil anomalies, the most substantial being the UAF Zone which measures 300 x 160 metres with most of the soils running in excess of 0.1 g/t gold.  In 2007, 400 meters of trenches were dug.  The 2009 drilling program represents the first time the property has ever been drilled.

Geological Overview

Very high grade quartz-gold-arsenopyrite veins hosted in the Palaeozoic Fairbanks Schist occur at the Coffee Dome Project.  Mineralization is characterized by high values of gold, bismuth and arsenic, a signature typical of the high temperature mineralization at the Fort Knox and Pogo Gold Mines. Trenching showed that mineralization occurs as veins associated with a variety of fault structures in the schist, ranging from low-angle, oblique slip structures to high-angle NE-trending faults.

Qualified Person and Quality Control/Quality Assurance

Jeffrey A. Pontius (CPG 11044), a qualified person as defined by National Instrument 43-101, has supervised the preparation of the scientific and technical information that forms the basis for this material change report and has approved the disclosure herein.  Mr. Pontius is not independent of the Issuer, as he is the President and CEO and holds common shares and incentive stock options.

The work program at Coffee Dome was designed and supervised by Dr. Russell Myers, Vice President, Exploration, and Chris Puchner, Chief Geologist (CPG 07048), of the Issuer, who are responsible for all aspects of the work, including the quality control/quality assurance program.  On-site personnel at the project log and photograph the core from each individual borehole prior to preparing the split core.  On-site personnel at the project log and track all samples prior to sealing and shipping.  All sample shipments are sealed and shipped to Alaska Assay Laboratories in Fairbanks, Alaska for preparation and a preliminary gold assay.  Pulps are then transferred to ALS Chemex in Fairbanks who forward them to other ALS Chemex facilities for final gold and multi-element analysis.  ALS Chemex’s quality system complies with the requirements for the International Standards ISO 9001:2000 and ISO 17025: 1999.  Analytical accuracy and precision are monitored by the analysis of reagent blanks, reference material and replicate samples.  Quality control is further assured by the use of international and in-house standards.  Finally, representative blind duplicate samples are forwarded to ALS Chemex and an ISO compliant third party laboratory for additional quality control.

Cautionary Note Regarding Forward-Looking Statements

This material change report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 27E of the Exchange Act.  All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the anticipated content, commencement and cost of exploration programs, anticipated exploration program results, the discovery and delineation of mineral deposits/resources/reserves, business and financing plans and business trends, are forward-looking statements.  Although the Company 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, 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 Issuer's inability to obtain any necessary permits, consents or authorizations required for its activities, the Issuer's inability 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 20-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 mineral properties.

Cautionary Note Concerning Similar Mineral Property References

This material change report contains information with respect to adjacent or similar mineral properties in respect of which the Issuer has no interest or rights to explore or mine.  The Issuer advises US investors that the US Securities and Exchange Commission's mining guidelines strictly prohibit information of this type in documents filed with the SEC.  Readers are cautioned that the Issuer has no interest in or right to acquire any interest in any such properties, and that mineral deposits on adjacent or similar properties are not indicative of mineral deposits on the Issuer's 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

December 10, 2009