6-K

FORM 6K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 16d-16 of

the Securities Exchange Act of 1934

For the month of January 2010

Commission File Number 000-31096

International Tower Hill Mines.

(translation of registrant’s name into English)

#1920 - 1188 West Georgia Street

Vancouver, British Columbia V6E 4A2

(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): ¨

Note:

Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K  if submitted solely to provide an attached annual report to security holders:

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

Note:

Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report on other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in the Form, the registrant is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨

No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b) 82- ¨.

Exhibits

1.	Interim Consolidated Financial Statements of the Registrant dated, November 30, 2009
2.	Management Discussion and Analysis
3.	CEO Certification
4.	CFO Certification

	SIGNATURE
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.
	/s/ Jeffrey Pontius
Date: January 19, 2010	Name: Jeffrey Pontius Title: President and CEO
In connection with the Company’s listing on the American Stock Exchange, LLC, the Company prepared its U.S. GAAP Balance Sheet as at August 3, 2007.

EX-1

International Tower Hill Mines Ltd.

(An Exploration Stage Company)

Interim Consolidated Financial Statements

(Expressed in Canadian dollars)

(Unaudited – Prepared by Management)

November 30, 2009

INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

NOTICE OF NO AUDITOR REVIEW OF

INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3(a)), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.

For further information, please contact:

Michael W. Kinley, Chief Financial Officer

Tel:

(604) 683-6332

Fax:

(604) 408-7499

INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

Consolidated Financial Statements

(Unaudited – Prepared by Management)

(Expressed in Canadian dollars)

November 30, 2009

Interim unaudited Consolidated Balance Sheets

Interim unaudited Consolidated Statements of Operations, Comprehensive Loss and Deficit

Interim unaudited Consolidated Statements of Cash Flows

Notes to the unaudited Consolidated Financial Statements

INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

Consolidated Balance Sheets

(Expressed in Canadian dollars)

(Unaudited – Prepared by Management)

	November 30, 2009	May 31, 2009
		(audited)
ASSETS
Current
Cash and cash equivalents (note 2b)	$ 19,844,063	$ 32,489,341
Marketable securities  (note 4)	136,500	113,750
Accounts receivable	88,306	76,634
Prepaid expenses	155,398	166,264
	20,224,267	32,845,989
Property and Equipment (note 5)	87,425	69,915
Mineral properties (note 6)	47,387,939	33,417,566
	$ 67,699,631	$ 66,333,470
LIABILITIES
Current
Accounts payable and accrued liabilities	$ 942,392	$ 386,673
SHARE CAPITAL AND DEFICIT
Share capital (note 7)	84,786,646	79,256,633
Contributed surplus (note 7)	9,547,132	10,218,728
Deficit	(27,576,539)	(23,528,564)
	66,757,239	65,946,797
	$ 67,699,631	$ 66,333,470

Nature and continuance of operations (note 1)

Commitments (note 6)

Subsequent events (note 13)

Approved on behalf of the Directors:

“Hendrik Van Alphen”

Director

“Anton Drescher”

Director

INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

Consolidated Statements of Operations, Comprehensive Loss and Deficit

(Expressed in Canadian dollars)

(Unaudited – Prepared by Management)

	Three months ending		Six months ended
	November 30		November 30
	2009	2008	2009	2008
Expenses
Administration (note  9)	$ 9,621	$ 10,975	$ 19,242	$ 24,700
Amortization	5,778	12,518	15,585	23,280
Consulting fees (note 9)	236,354	1,026,030	423,129	1,071,030
Donations	4,960	-	12,753	5,000
Insurance	38,605	28,630	75,047	57,492
Investor relations (notes 7 and 9)	224,430	387,363	328,040	547,988
Office and miscellaneous	35,371	36,953	77,167	70,227
Professional fees (note 9)	103,188	56,488	271,222	118,075
Property investigations	999	18,474	1,249	92,923
Rent (note 9)	23,421	30,573	56,002	52,420
Regulatory	17,392	20,023	29,608	28,198
Travel and promotion	18,791	75,027	78,410	149,869
Wages and benefits (note 9)	1,958,366	728,755	2,175,275	907,555
	(2,677,276)	(2,431,809)	(3,562,729)	(3,148,757)
Other items
Gain on foreign exchange	27,305	163,240	9,421	113,878
Interest income	32,077	32,012	58,805	102,664
Loss on sale of equipment	-	-	-	(7,040)
Write-off  of mineral properties (note 6b)	(576,222)	(1,614,458)	(576,222)	(1,614,458)
Unrealized gain (loss) on held for trading investment	6,500	(68,250)	22,750	(201,500)
	(510,340)	(1,487,456)	(485,246)	(1,606,456)
Loss and comprehensive loss for the period	3,187,616	3,919,265	4,047,975	4,755,213
Deficit, beginning of period	24,388,923	14,590,589	23,528,564	13,754,641
Deficit, end of period	$ 27,576,539	$ 18,506,854	$ 27,576,539	$ 18,509,854
Basic and fully diluted loss per share	($0.05)	($0.09)	($0.07)	($0.11)
Weighted average number of shares outstanding	57,968,088	43,887,280	57,282,135	42,520,215

INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Expressed in Canadian dollars)

(Unaudited – Prepared by Management)

	Three months ended		Six months ended
	November 30		November 30
	2009	2008	2009	2008
Operating Activities
Loss for the period	$ (3,187,616)	$ (3,919,265)	$ (4,047,975)	$ (4,755,213)
Add items not affecting cash
Amortization	5,778	12,518	15,585	23,280
Stock based compensation	26,925	1,728,962	40,388	1,769,051
Unrealized (gain) loss on marketable securities	(6,500)	68,250	(22,750)	201,500
Loss on sale of equipment	-	-	-	7,040
Gain on foreign exchange	(27,305)	(163,240)	(9,421)	(113,878)
Write-off of mineral properties	576,222	1,614,458	576,222	1,614,458
Changes in non-cash items:
Accounts receivable	13,018	(26,396)	(11,672)	(26,307)
Accounts payable and accrued liabilities	9,805	22,287	85,219	26,183
Prepaid expenses	(13,950)	(28,776)	10,866	42,301
Cash Used in Operating Activities	(2,603,623)	(691,202)	(3,363,538)	(1,211,585)
Financing Activities
Issuance of capital stock	787,140	-	4,052,137	4,015,986
Share issuance costs	-	-	(35,108)	-
Cash Provided by Financing Activities	787,140	-	4,017,029	4,015,986
Investing Activities
Expenditures on mineral properties	(6,761,121)	(4,052,807)	(13,249,756)	(7,617,783)
Expenditures on equipment	(25,331)	(18,439)	(33,095)	(19,007)
Cash Used in Investing Activities	(6,786,452)	(4,071,246)	(13,282,851)	(7,636,791)
Effect of foreign exchange on cash	(2,038)	123,158	(15,918)	158,626
Decrease in cash and cash equivalents	(8,604,973)	(4,639,290)	(12,645,278)	(4,673,764)
Cash and cash equivalents, beginning of period	28,449,036	10,825,468	32,489,341	10,859,942
Cash and cash equivalents, end of period	$  19,844,063	$ 6,186,178	$ 19,844,063	$ 6,186,178
Supplemental cash flow information
Interest paid	$ -	$ -	$ -	$ -
Income taxes paid	$ -	$ -	$ -	$ -
Non-cash transactions
Shares issued to acquire mineral properties	$ 801,000	$ 782,500	$ 801,000	$ 782,500
Accounts payable included in mineral property expenditures	$ 644,438	$ 199,172	$ 644,438	$ 199,172

INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars)

For the year ended May 31, 2008, 2007 and 2006

1.

NATURE AND CONTINUANCE OF OPERATIONS

The Company is in the business of acquiring, exploring and evaluating mineral properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed.  At November 30, 2009, the Company was in the exploration stage and had interests in properties in Alaska and Nevada, U.S.A.

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles on a going concern basis, which presume the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future.  The Company’s ability to continue as a going concern has been dependent upon achieving profitable operations and/or obtaining additional financing.  During the current period the Company has raised $4,052,137 (May 31, 2009 – $37,913,974) through the issuance of share capital and has working capital at November 30, 2009 of $19,281,875 (May 31, 2009 - $32,459,316) which is considered sufficient to fund its operations and exploration program for the ensuing year.  These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilitie s that might be necessary should the Company be unable to continue in business.

The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations.  The Company has no source of revenue, and has significant cash requirements to meet its administrative overhead and maintain its mineral property interests.  The recoverability of amounts shown for mineral properties is dependent on several factors.  These include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties, and future profitable production or proceeds from disposition of mineral properties. The carrying value of the Company’s mineral property interests do not reflect current or future values.

2.

SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policies used by management in the preparation of these consolidated financial statements in accordance with Canadian generally accepted accounting principles.

a)

Basis of consolidation

These consolidated financial statements include the accounts of International Tower Hill Mines Ltd. and its wholly owned subsidiaries Talon Gold Alaska, Inc. (an Alaska corporation), Talon Gold (US) LLC (a Colorado limited liability company), Talon Gold Nevada Inc. (a Nevada corporation), Raven Gold Alaska Inc. (an Alaska corporation) and 813034 Alberta Ltd. (an Alberta corporation).  All intercompany transactions and balances have been eliminated.

b)

Cash equivalents

The Company considers cash equivalents to consist of highly liquid investments that are cashable on demand, and which are subject to insignificant credit and interest rate risk.

At November 30, 2009, the Company held a total of $17,518,353 (May 31, 2009 - $10,004,000) short term investments which consist of:

	Quantity	Maturity Date	Annual Yield
Renaissance High Interest saving	$ 2,509,580	-	-
Dundee Investment Saving	3,006,773	-	-
Montreal Trust	2,500,000	March 12, 2010	0.90%
TD Mortgage Corp.	2,500,000	March 12, 2010	0.80%
TD Mortgage Corp.	1,500,000	June 10, 2010	0.40%
Advisors’ Advantage Trust	3,002,000	June 11, 2010	0.50%
National Bank of Canada	2,500,000	June 10, 2011	0.55%
	$ 17,518,353

c)

Marketable securities

Marketable securities are classified as held for trading, and are carried at quoted market value, where applicable, or at an estimate of fair value.  Resulting realized and unrealized gains or losses, net of applicable income taxes, are reflected in operations.

d)

Foreign currency translation

Monetary assets and liabilities are translated at period-end exchange rates; other assets and liabilities have been translated at the rates prevailing at the date of transaction.  Revenue and expense items, except for amortization, are translated at the average rate of exchange for the period.  Amortization is converted using rates prevailing at dates of acquisition.  Gains and losses from foreign currency translation are included in the consolidated statements of operations.

e)

Property and equipment

Fixed assets are stated at cost, net of accumulated amortization.  Amortization is recorded over the estimated useful life of the assets at the following annual rates:

Computer equipment

-

30% declining balance

Furniture and equipment

-

20% declining balance

Computer software

-

3 years straight line

Leasehold improvements

-

straight-line over the lease term

f)

Mineral properties

Mineral properties consist of mining claims, leases and options.  Acquisition options, leasehold and exploration costs are capitalized and deferred until such time as the property is put into production or the properties are disposed of either through sale or abandonment.  If the property is put into production, the costs of acquisition and exploration will be written-off over the life of the property, based on estimated economic reserves.  Proceeds received from the sale of any interest in a property will first be credited against the carrying value of the property, with any excess included in operations for the period.  If a property is abandoned, the property and deferred exploration costs will be written-off to operations in the period of abandonment.

Recorded costs of mineral properties and deferred exploration and development expenditures are not intended to reflect present or future values of mineral properties.

Deferred costs related to mineral property interests are periodically reviewed for impairment.  A review for potential impairment is subject to potentially material measurement uncertainty.  If a review indicates that a mineral property interest has been impaired the related deferred costs are written down or written off.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, based on industry norms for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title.  Property title may be subject to unregistered prior agreements and inadvertent non-compliance with regulatory requirements.

g)

Asset retirement obligation

The Company has adopted the CICA Handbook Section 3110, “Asset Retirement Obligations” which establishes standards for the recognition, measurement and disclosure of liabilities for asset retirement obligations and the associated asset retirement costs.  The standards apply to legal obligations associated with the retirement of long-lived tangible assets that arise from the acquisition, construction, development or normal operation of such assets.  The standards require that a liability for an asset retirement obligation be recognized in the period in which it is incurred and when a reasonable estimate of the fair value of the liability can be made.  Furthermore, a corresponding asset retirement cost is recognized by increasing the carrying amount of the related long-lived asset.  The asset retirement cost is subsequently allocated in a rati onal and systematic method over the underlying asset’s useful life.  The initial fair value of the liability is accreted, by charges to operations, to its estimated future value.

h)

Share capital

The Company has adopted the residual value method with respect to the measurement of shares and warrants issued as private placement units.  The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component.

The fair value of the common shares issued in the private placements was determined to be the more easily measurable component and such common shares were valued at their fair value, as determined by the closing quoted bid price on the announcement date.  The balance, if any, was allocated to the attached warrants.  Any fair value attributed to the warrants is recorded as warrants.

Share capital issued as non-monetary consideration is recorded at the fair market value of the shares issued, which is determined by the Board of Directors of the Company and is generally based on the trading price of the shares at the time an agreement to issue shares has been reached.

Share issue costs incurred on the issue of the Company’s shares are charged directly to share capital.

i)

Loss per share

Basic loss per share is calculated using the weighted average number of shares outstanding during the period.  The weighted average number of shares outstanding during the period was 57,282,135 (Year ended May 31, 2009 – 45,089,555).  Diluted loss per share has not been presented separately as the outstanding options and warrants are anti-dilutive for each of the periods presented.

The Company uses the treasury stock method of calculating fully diluted per share amounts whereby any proceeds from the exercise of stock options or other dilutive instruments are assumed to be used to purchase common shares at the average market price during the period.

j)

Income tax

Income taxes are accounted for using the future income tax method.  Under this method income taxes are recognized for the estimated income taxes payable for the current year and future income taxes are recognized for temporary differences between the tax and accounting bases of assets and liabilities and for the benefit of losses available to be carried forward for tax purposes that are more likely than not to be realized.  Future income taxes assets and liabilities are measured using tax rates expected to apply in the years in which the temporary differences are expected to be recovered or settled.  To the extent that future income tax assets are not considered more likely than not to be realized, a valuation allowance is recorded.

k)

Stock based compensation

The Company accounts for stock-based compensation using a fair value based method with respect to all stock-based payments measured and recognized, to directors, employees and non-employees.  For directors and employees, the fair value of the options is measured at the date of grant.  For non-employees, the fair value of the options is measured on the earlier of the date at which the counterparty performance is completed or the date the performance commitment is reached or the date at which the equity instruments are granted if they are fully vested and non-forfeitable.  The fair value of the options is accrued and charged either to operations or mineral properties, with the offset credit to contributed surplus.  For directors and employees the options are recognized over the vesting period, and for non-employees the options are recognized over the related service period.  If and when the stock options are ultimately exercised, the applicable amounts of contributed surplus are transferred to share capital.

l)

Joint venture accounting

Where the Company’s exploration and development activities are conducted with others, the accounts reflect only the Company’s proportionate interest in such activities.

m)

Measurement uncertainty

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenditures during the reporting period.  Actual results could differ from those reported.

Significant areas requiring the use of management estimates relate to the determination of impairment of mineral properties and determination of the fair value of asset retirement obligations.  By their nature, these estimates and related future cash flows are subject to measurement uncertainty, and the impact on the financial statements of future periods could be material.

n)

Capital disclosures

In February 2007, the Canadian Institute of Chartered Accountants’ (“CICA”) issued Handbook Section 1535, “Capital Disclosures”, which requires the disclosure of both qualitative and quantitative information that provides users of financial statements with information to evaluate the entity’s objectives, policies and procedures for managing capital.  The new section is effective for years beginning on or after October 1, 2007 and was adopted June 1, 2008.  Other than the additional disclosure in Note 12, the adoption of this Section has had no impact on the Company’s consolidated financial statements.

o)

Financial Instruments – Recognition and Measurement; Disclosure and Presentation

This standard sets out criteria for the recognition and measurement of financial instruments for fiscal years beginning on or after October 1, 2006.  This standard requires all financial instruments within its scope, including derivatives, to be included on a Company’s balance sheet and measured either at fair value or, in certain circumstances when fair value may not be considered most relevant, at cost or amortized cost.  Changes in fair value are to be recognized in the statements of operations or comprehensive income.

All financial assets and liabilities are recognized when the entity becomes a party to the contract creating the item.  As such, any of the Company’s outstanding financial assets and liabilities at the effective date of adoption are recognized and measured in accordance with the new requirements as if these requirements had always been in effect.  Any changes to the fair values of assets and liabilities prior to June 1, 2007 were recognized by adjusting opening deficit or opening accumulated other comprehensive income.

All financial instruments are classified into one of the following five categories: held for trading, held-to-maturity, loans and receivables, available-for-sale financial assets, or other financial liabilities.  Initial and subsequent measurement and recognition of changes in the value of financial instruments depends on their initial classification.  Transaction costs related to financial instruments will be expensed in the period incurred.

The Company classified its financial instruments as follows:

• Cash and cash equivalents are classified as held for trading.
• Accounts receivable are classified as loans and receivables.
• Marketable securities are classified as held for trading.
• Accounts payable and accrued liabilities have been classified as other liabilities.

The new Sections 3862 and 3863 replace Handbook Section 3861, “Financial Instruments – Disclosure and Presentation”, revising and enhancing its disclosure requirements, and carrying forward unchanged its presentation requirements.  These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks.  These new standards were adopted on June 1, 2008.

p)

Comprehensive Income

Comprehensive income is the change in shareholders’ equity during a period from transactions and other events from non-owner sources.  This standard requires certain gains and losses that would otherwise be recorded as part of the net earnings to be presented in other “comprehensive income” until it is considered appropriate to recognize into net earnings.  This standard requires the presentation of comprehensive income, and its components in a separate financial statement that is displayed with the same prominence as the other financial statements.  There are no material differences between comprehensive income (loss) and net loss for the periods reported.

q)

Assessing Going Concern

The Accounting Standards Board (“AcSB”) amended CICA Handbook Section 1400 to include requirements for management to assess and disclose an entity’s ability to continue as a going concern.  This section applies to interim and annual financial statements relating to fiscal years beginning on or after January 1, 2008.  This section relates to disclosures and did not have an impact on the Company’s financial results, when adopted by the Company on June 1, 2008.

r)

Goodwill and Intangible Assets

In February 2008, the CICA issued Handbook Section 3064, “Goodwill and Intangible Assets”, replacing Section 3062, “Goodwill and Other Intangible Assets”, and Section 3450, “Research and Development Costs”.  These sections establish standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises.  Standards concerning goodwill are unchanged from the standards included in the previous Section 3062.  The new sections are effective for years beginning on or after October 1, 2008.  The adoption of these new sections had no impact on its consolidated financial statements, when adopted by the Company on June 1, 2009.

s)

Future accounting changes

i)

International Financial Reporting Standards (“IFRS”)

In 2006, the AcSB published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies.  The AcSB strategic plan outlines the convergence of Canadian generally accepted accounting principles (“GAAP”) with IFRS over an expected five year transitional period.  In February 2008 the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada's own GAAP.  The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011.  The transition date of June 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended May 31, 2011 and earlier where applicable.  While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the tran sition to IFRS cannot be reasonably estimated at this time.

ii)

Business combinations

In January 2009, the CICA issued Handbook Section 1582, “Business Combinations”, which replaces the existing standards.  This section establishes the standards for the accounting of business combinations, and states that all assets and liabilities of an acquired business will be recorded at fair value.  Estimated obligations for contingent considerations and contingencies will also be recorded at fair value at the acquisition date.  The standard also states that acquisition-related costs will be expensed as incurred and that restructuring charges will be expensed in the periods after the acquisition date.  This standard is equivalent to the IFRS on business combinations.  This standard is applied prospectively to business combinations with acquisition dates on or after January 1, 2011.  Earlier adoption is permitted.  The Com pany is currently evaluating the impact of adopting this standard on its consolidated financial statements.

iii)

Consolidated financial statements

In January 2009, the CICA issued Handbook Section 1601, “Consolidated Financial Statements”, which replaces the existing standards.  This section establishes the standards for preparing consolidated financial statements and is effective for interim and annual consolidated financial statements beginning on or after January 1, 2011.  The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

iv)

Non-controlling interests

In January 2009, the CICA issued Handbook Section 1602, “Non-controlling Interests”, which establishes standards for the accounting of non-controlling interests of a subsidiary in the preparation of consolidated financial statements subsequent to a business combination.  This standard is equivalent to the IFRS on consolidated and separate financial statements.  This standard is effective for interim and annual consolidated financial statements beginning on or after January 1, 2011. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

3.

RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

The carrying values of cash and cash equivalents, marketable securities, accounts receivable and accounts payable and accrued liabilities approximate their fair values due to the short-term maturity of these financial instruments.

The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below:

(a)

Credit risk

Credit risk is the risk of financial loss to the Company if a counter party to a financial instrument fails to meet its contractual obligations. The Company manages credit risk, in respect of cash and cash equivalents by purchasing highly liquid, short-term investment-grade securities held at a major Canadian financial institution in accordance with the Company’s investment policy. The credit risk associated with cash and cash equivalents is minimized substantially by ensuring that these financial assets are placed with major Canadian financial institutions with strong investment-grade ratings by a primary ratings agency.  The Company has no asset backed securities.

The Company’s concentration of credit risk and maximum exposure thereto is as follows relating to financial assets:

	November 30, 2009	Year ended May 31, 2009
		(audited)
Cash and cash equivalents	$ 19,844,063	$ 32,489,341
Accounts receivable	88,306	$ 76,634

The Company’s cash at November 30, 2009 consists of $19,656,662 in Canada and $187,401 in United States.  Concentration of credit risk exists with respect to the Company’s Canadian cash and cash equivalents as all amounts are held at a single major Canadian financial institution.  Credit risk with regard to cash held in United States is mitigated as the amount held in United States is only sufficient to cover short-term requirements.  With respect to receivables at November 30, 2009, the Company is not exposed to significant credit risk as the majority are from governmental agencies or related parties.

(b)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.  The Company’s approach to managing liquidity risk is to provide reasonable assurance that it will have sufficient funds to meet liabilities when due.  The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities.  The Company normally maintains sufficient cash and cash equivalents to meet the Company’s business requirements.  At November 30, 2009, the Company had accounts payable and accrued liabilities of $942,392 (May 31, 2009 - $386,673), which are all payable within six months.

(c)

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.  Market risk comprises four types of risk: interest rate risk, foreign currency risk, commodity price risk and other price risk.

i.

Interest rate risk

The Company’s cash and cash equivalents consists of cash held in bank accounts and short term deposit certificates of GIC’s with several major Canadian financial institutions that earn interest at variable interest rates.  Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on estimated fair values as of November 30, 2009.  Future cash flows from interest income on cash and cash equivalents will be affected by interest rate fluctuations.  The Company manages interest rate risk by maintaining an investment policy that focuses primarily on preservation of capital and liquidity.  The Company’s sensitivity analysis suggests that a 1% change in interest rates would affect interest income by approximately $170,000.

ii.

Foreign currency risk

The Company is exposed to foreign currency risk to the extent that certain monetary financial instruments and other assets are denominated in United States dollars.  The Company has not entered into any foreign currency contracts to mitigate this risk, as it believes this risk is minimized by the minimal amount of cash held in United States funds.  The Company’s sensitivity analysis suggests that a consistent 5% change in the absolute rate of exchange for the United States dollars, the foreign currency for which the Company has net assets employed, would affect net assets and foreign exchange gain (loss) by approximately $339,000.

As at November 30, 2009, the Company had the following financial instruments in US$:

	CAD$ equivalent	US$
Cash	$ 187,401	$ 177,530
Accounts payables and accrued liabilities	$ 740,886	$ 701,862

As at November 30, 2009, US$ amounts were converted at a rate of US$1 to $1.0556 Canadian dollars.

iii.

Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices, other than those arising from interest rate risk or foreign exchange risk or commodity price risk.  The Company has no financial instruments exposed to such risk.

4.

MARKETABLE SECURITIES

	November 30, 2009	May 31, 2009 (audited)
Millrock Resources Inc.	$ 136,500	$ 113,750

On April 4, 2008 the Company sold its South Estelle, Alaska property to Millrock Resources Inc. for 650,000 Millrock shares or $247,000 based upon their market value on that date of $0.38 per share.  Fair value adjustment for the six months ended November 30, 2009, amounted to an unrealized gain (loss) of $22,750 (2008 – ($201,500)) .

5.

PROPERTY AND EQUIPMENT

	November 30, 2009			May 31, 2009 (audited)
	Cost	Accumulated Amortization	Net Book Value	Net Book Value
Furniture and equipment	$ 8,215	$ 3,165	$ 5,050	$ 5,587
Computer equipment	119,942	49,754	70,188	42,749
Computer software	89,476	89,476	-	7,304
Leasehold improvements	17,061	4,874	12,187	14,275
	$ 234,694	$ 147,269	$ 87,425	$ 69,915

6.

MINERAL PROPERTIES

Accumulated costs in respect of mineral tenures and mineral rights owned, leased or under option, consist of the following:

					Properties Acquired From Anglo	Nevada Properties		Optioned Properties
	Siwash		West
	Silver leases	BMP	Tanana	South Estelle		Painted Hills	North Bullfrog	LMS	Terra
	(note 6(a))	(note 6(b))	(note 6(c))	(note 6(d))		(note 6(g))	(note 6(g))	(note 6(f))	(note 6(f))	Total CDN$
Balance May 31, 2008	$ 1	$ 326,798	$   1,102,464	$           -	$       13,523,499	$        924,249	$       2,198,647	$    1,789,173	$    3,286,397	$       23,151,228
Acquisition costs:
Cash payments	-	-	-	-	-	-	-	-	-	-
Common shares issued	-	-	-	-	-	-	84,250	371,250	371,250	826,750
	-	-	-	-	-	-	84,250	371,250	371,250	826,750
Deferred exploration costs:
Advance to contractors	-	-	-	-	(214,075)	-	-	-	-	(214,075)
Contract services	-	140,867	35,069	-	2,283,596	4,235	67,150	18,510	143,118	2,692,545
Assay	-	7,390	8,313	-	1,151,113	-	15,328	23,085	-	1,205,229
Drilling	-	-	-	-	5,498,364	-	(702)	-	-	5,497,662
Field costs	-	26,763	783	-	1,348,753	202	9,123	85	(22,296)	1,363,413
Equipment rental	-	2,951	694	-	348,416	-	-	690	2,293	355,044
Land maintenance & tenure	-	47,072	37	-	461,612	73,491	219,045	16,587	144,679	962,523
Transportation	-	-	17,963	-	96,129	-	-	1,828	-	115,920
Travel	-	21,298	3,207	-	54,605	261	1,739	-	440	81,550
	-	246,341	66,066	-	11,028,513	78,190	311,683	60,785	268,234	12,059,811
Total expenditures for the year	-	246,341	66,066	-	11,028,513	78,190	395,933	432,035	639,484	12,886,561
Property sale	-	-	(1,168,530)	-	(449,255)	(1,002,438)	-	-	-	(2,620,223)
Balance May 31, 2009	1	573,139	-	-	24,102,757	-	2,594,580	2,221,208	3,925,881	33,417,566
Acquisition costs:
Cash payments	-	-	-	-	-	-	250,000	-	-	250,000
Common shares issued	-	-	-	-	-	-	801,000	-	-	801,000
	-	-	-	-	-	-	1,051,000	-	-	1,051,000
Deferred exploration costs:
Advance to contractors	-	-	-	-	(593,230)	-	-	-	-	(593,230)
Contract services	-	1,838	-	-	2,539,509	-	20,954	7,122	17,668	2,587,091
Assay	-	-	-	-	1,821,531	-	2,730	-	-	1,824,261
Drilling	-	-	-	-	7,153,818	-	-	-	-	7,153,818
Field costs	-	20	-	-	1,260,535	-	3,282	687	(71,337)	1,193,187
Equipment rental	-	-	-	-	310,063	-	-	-	-	310,063
Land maintenance & tenure	-	1,225	-	-	688,679	-	48,004	28,184	59,377	825,469
Transportation	-	-	-	-	113,566	-	292	1,643	-	115,501
Travel	-	-	-	-	78,208	-	1,227	-	-	79,435
	-	3,083	-	-	13,372,679	-	76,489	37,636	5,708	13,495,595
Total expenditures for the period	-	3,083	-	-	13,372,679	-	1,127,489	37,636	5,708	14,546,595
Property write off	-	(576,222)	-	-	-	-	-	-	-	(576,222)
Balance November 30, 2009	$ 1	$               -	$                  -	$                  -	$  37,475,436	$                  -	$      3,722,069	$     2,258,844	$      3,931,589	$       47,387,939

	Properties Acquired From Anglo
		West	Coffee
	Livengood	Pogo	Dome	Gilles	Cariboo	Chisna	Blackshell
	(note 6(e))	(note 6(e))	(note 6(e))	(note 6(e))	(note 6(e))	(note 6(e))	(note 6(e))	sub-total
Balance May 31, 2008	$ 10,197,854	$        441,839	$      969,528	$     449,255	$                -	$   1,465,023	$                   -	$   13,523,499
Acquisition costs:
Cash payments
Common shares issued	-	-	-	-	-	-	-	-
	-	-	-	-	-	-	-	-
Deferred exploration costs:					-
Advance to contractors	(214,075)	-	-	-	-	-	-	(214,075)
Contract services	2,026,372	12,646	5,459	-	-	239,119	-	2,283,596
Assay	1,116,226	3,962	5,014	-	-	25,911	-	1,151,113
Drilling	5,498,364	-	-	-	-	-	-	5,498,364
Field costs	1,316,711	4,661	635	-	-	26,746	-	1,3,48,753
Equipment rental	332,393	-	-	-	-	16,023	-	348,416
Land maintenance & tenure	329,113	23	91,649	-	-	40,827	-	461,612
Transportation	92,040	-	1,054	-	-	3,035	-	96,129
Travel	20,818	-	858	-	-	32,929	-	54,605
	10,517,962	21,292	104,669	-		384,590		11,028,513
Total expenditures for the year	10,517,962	21,292	104,669	-	-	384,590	-	11,028,513
Property write off	-	-	-	(449,255)	-	-	-	(449,255)
Balance May 31, 2009	20,715,816	463,131	1,074,197	-	-	1,849,613	-	24,102,757
Acquisition costs:
Cash payments
Common shares issued	-	-	-	-	-	-	-	-
	-	-	-	-	-	-	-	-
Deferred exploration costs:					-
Advance to contractors	(593,230)	-	-	-	-	-	-	(593,230)
Contract services	2,372,485	5,375	128,677	-	-	32,972	-	2,539,509
Assay	1,669,763	2,753	144,030	-	-	4,985	-	1,821,531
Drilling	6,878,289	-	275,529	-	-	-	-	7,153,818
Field costs	1,216,165	1,018	33,981	-	-	9,371	-	1,260,535
Equipment rental	276,294	1,392	29,871	-	-	2,506	-	310,063
Land maintenance & tenure	503,178	18,819	100,434	-	-	66,248	-	688,679
Transportation	76,935	9,158	-	-	-	27,473	-	113,566
Travel	60,002	1,847	13,038	-	-	3,321	-	78,208
	12,459,881	40,362	725,560	-		146,876		13,372,679
Total expenditures for the period	12,459,881	40,362	725,560	-	-	146,876	-	13,372,679
Property write off	-	-	-	-	-	-	-	-
Balance November 30, 2009	$  33,175,697	$       503,493	$    1,799,757	$                -	$                -	$   1,996,489	$                  -	$   37,475,436

(a)

Siwash Silver Claims, B.C.

On September 22, 2006, the Company entered into a letter agreement with Ravencrest whereby Ravencrest will acquire all of the Company’s interest in ninety-seven mineral claims and one lot in exchange for the Company retaining a 5% net smelter returns royalty and Ravencrest’s assumption of all liabilities and risks concerning the property.  The original mining venture agreement dated March 31, 2005 between the Company and Ravencrest was also terminated.  Accordingly, the Company wrote down the Siwash Silver Claims to a nominal value of $1, recognizing a charge to operations of $1,030,315 during the year ended May 31, 2007.

The Company had pledged a $2,500 term deposit as reclamation security for work on Siwash property as required by the Province of British Columbia.  During the fiscal year ended May 31, 2008, the deposit was returned to the Company.

(b)

BMP Project, Alaska

In September, 2006, the Company staked a total of 108 Alaska state mining claims at a new location in the Bethel Recording District.  The claims cover a base metal target developed from the Company’s exploration program conducted in 2006.

On March 26, 2008, the Company executed an agreement with respect to the exploration and option to lease of key exploration ground adjoining the Company’s BMP claim block from Cook Inlet Region, Inc. (CIRI), an Alaska Native Regional Corporation.

ITH and CIRI have signed an exploration agreement with an option to lease, covering a 6,200 hectare area located immediately adjacent to the eastern side of the Company’s existing BMP claim block.  The general terms of the agreement are as follows:

Exploration Agreement (2 year initial term with automatic 3 year renewal)

•

Payments: Annual rental payment of USD 20,000 per year for the first 2 years (paid), increasing to USD 40,000 for years 3 through 5. At the end of year 2, the Company will be required to reduce the lands subject to the agreement by 50% unless otherwise justifiable geologically, in which case a bonus of USD 5.00 per acre is payable upon the renewal for all lands retained in excess of 3,100 hectares.

•

Work Commitments: USD 275,000 in year 1 escalating to USD 500,000 in year 5.

•

Lease Option: Upon having expended a minimum of USD 800,000, drilled 2,500 feet of core drilling and produced a positive pre-feasibility study over an area within the CIRI lands that contains mineralization and may be capable of development into a mine, the Company may elect to enter into a mining lease over the ground that is the subject to the positive pre-feasibility study.

•

Advance Minimum Royalty: Payments of USD 150,000 in years 1-3, USD 200,000 in years 4-5 and USD 400,000 for year 6 and beyond (unless a feasibility study has been completed). AMR payments are 50% deductible from royalty payments.

•

Sliding Scale Royalty: An NSR Royalty of between 1 and 2.5% before payback and between 3 and 5% (depending upon the gold price) after payback is payable in respect of precious metals, and an NSR Royalty of 1% before payback and 3% after payback is payable in respect of base metals.  In both cases, CIRI will have the option to replace the NSR Royalty with a Net Profits Interest Royalty (10% before payback and 20% after).

•

CIRI Participation Option: Upon a production decision being made, CIRI will have the right to acquire up to a 15% working interest in the leased area by contributing 2 times its pro rata share of the cumulative project expenditures by the Company (other than AMR payments) to the date of the exercise of CIRI’s participation option.

The Company will also make annual donations of USD 10,000 (paid USD 20,000) to The CIRI Foundation or other scholarship fund designated by CIRI during the continuance of the exploration.

In October, 2009, due to disappointing exploration results and a desire to focus on the Livengood project, the Company terminated the option agreement with CIRI and abandoned substantially all of the 108 Alaska State mining claims originally staked.  The Company wrote off the $576,222 in associated costs.

(c)

West Tanana Project, Alaska

On August 14, 2006, the Company acquired an interest in the West Tanana Project from Doyon Limited (“Doyon”), an Alaska Native Regional Corporation, by way of a mining exploration agreement with the option to lease.  The agreement with Doyon is a two stage Exploration Option/Mining Lease, whereby the Company has the option to enter into one or more mining leases over some or all of the Doyon conveyed lands (25,920 acres) and up to three leases totalling 8,000 acres over the Doyon selected lands (25,872 acres) subject to the exploration option agreement.

In order to maintain the option to lease in good standing, the Company is required to pay Doyon USD 350,000 over six years (five years plus one year extension, USD 50,000 first year), make annual scholarship donations of USD 10,000 per year (paid USD 50,000 in lease payment and USD 10,000 in scholarship donations); and incur exploration expenditures totalling USD 2,625,000, subject to reduction to USD 2,125,000 if the lands subject to the option are reduced by 50% or more (USD 75,000 commitment for the first year).  If the Company does not terminate the option prior to January 1 in any option year, the specified minimum expenditures for that year become a commitment.

At any time during the option period, the Company may enter into a mining lease with Doyon with respect to any one or more area(s) of the lands in respect of which it has expended at least USD 600,000, carried out at least 10,000 feet of core drilling, and submitted a pre-feasibility study.  Each mining lease will have a term of 15 years and for so long thereafter as commercial production continues and requires advance minimum royalty payments of USD 250,000 per year during the first five years of the term.  The Company is also required to incur minimum mandatory exploration expenditures equal to the greater of USD 25/acre or USD 250,000 for each of the first five years and USD 50/acre or USD 500,000 in the sixth and each succeeding year.  If, on or before the 5th year of the term, the Company has not produced a feasibility study and made a production decision, the annual advan ce minimum royalty payments increase to USD 500,000.  Advance royalty payments are credited against 50% of production royalties.  Upon commencement of commercial production, the Company is required to pay a production royalty on precious metals, calculated as the greater of 2% of net smelter returns pre-payout and 4% of net smelter returns post-payout or 10% of net profits pre-payout and 20% of net profits post payout, and on base metals, calculated as the greater of 1% of net smelter returns pre-payout and 3% of net smelter return post-payout or 10% of net profits pre-payout and 20% of net profits post payout.  Payout occurs when the Company has recouped cumulative gross revenues from production equal to its cumulative expenditures since the effective date of the lease.  Upon the Company having made a production decision with respect to any leased area, Doyon will also have the right to acquire a minimum of 5%, and a maximum of 10%, participating interest in the Company’s interest i n that leased area by contributing an amount equal to 2.25 times Doyon’s elected percentage of the Company’s cumulative project expenditures to the joint venture to be formed upon Doyon’s election to participate.  Such contribution will be applied to fund 100% of joint venture expenditures until exhausted following which each party will be required to contribute its pro rata share of further expenditures.

As a consequence of the Company’s determination to focus on its Livengood Project, on October 1, 2008 the Company terminated the agreement with Doyon and wrote off the $1,168,530 in associated costs.

(d)

South Estelle Project, Alaska

On June 15, 2007, the Company signed a binding letter of intent (“LOI”) with Hidefield Gold Plc. of London England. (AIM: HIF) and its partner, Mines Trust Ltd. (a private Alaskan company) pursuant to which the Company can earn up to a 80% interest in the South Estelle project located in southwest Alaska.  The project consists of 168 State of Alaska unpatented lode mining claims.

Under the LOI the Company can earn up to an aggregate 80% interest in the project as follows:

•

the Company can earn an initial 51% interest by making payments of USD 42,000 upon TSX Venture Exchange (“TSXV”) acceptance of the transaction (paid) and an additional USD 50,000 on or before January 8, 2008 (paid), and incurring aggregate exploration expenditures of USD 2,000,000 prior to December 31, 2009 (USD 75,000 on or before December 31, 2007, which the Company has committed to incur);

•

the Company can earn an additional 19% interest (aggregate of 70%) by incurring an additional USD 3,000,000 in exploration expenditures before December 31, 2011; and,

•

the Company can earn an additional 10% interest (aggregate of 80%) by funding all expenditures required to prepare and deliver a positive bankable feasibility study.  There is no time limit for the delivery of such feasibility study.

At any time after the Company earns its initial 51% interest, Hidefield/Mines Trust can convert their interest into a 1.5% net smelter return royalty.  Following the Company having earned its interest, if Hidefield/Mines Trust do not elect to convert to an NSR, the parties will enter into a joint venture, in which each will be responsible for its pro rata share of further expenditures.  If the interest of either the Company or Hidefield/Mines Trust in such joint venture is reduced to 10% or less, such interest will be converted to a 1.5% NSR royalty.

On April 2, 2008, the Company sold its interest in the property to Millrock Resources Inc., a public company listed on the TSXV, in consideration of the issuance of 650,000 common shares of Millrock to the Company and the grant to the Company of a 1% net smelter return royalty on Millrock’s interest in the property.  The Company recognized a gain of $89,246 on the sale.

(e)

Properties acquired from AngloGold, Alaska

Pursuant to an Asset Purchase and Sale and Indemnity Agreement dated June 30, 2006, as amended on July 26, 2007, (the “AngloGold Agreement”) among the Company, AngloGold Ashanti (U.S.A.) Exploration Inc. (“AngloGold”) and Talon Gold Alaska, Inc. (the Company’s wholly owned Alaskan subsidiary), the Company acquired all of AngloGold’s interest in a portfolio of seven mineral exploration projects in Alaska (then aggregating 246 square kilometres) and referred to as the Livengood, Chisna, Gilles, Coffee Dome, West Pogo, Blackshell, and Caribou properties (the “Sale Properties”) in consideration of cash payment USD 50,000 on August 4, 2006, and the issuance of 5,997,295 common shares, representing approximately 19.99% of the Company’s issued shares following the closing of the acquisition and two private placement financings raising an aggregate of $11, 479,348.  AngloGold has the right to maintain its percentage equity interest in the Company, on an ongoing basis, provided that such right will terminate if AngloGold’s interest falls below 10% at any time after January 1, 2009.

As further consideration for the transfer of the Sale Properties, the Company granted to AngloGold a 90 day right of first offer with respect to the Sale Properties and any additional mineral properties in Alaska in which the Company acquires an interest and which interest the Company proposes to farm out or otherwise dispose of.  If AngloGold’s equity interest in the Company is reduced to less than 10%, then this right of first offer will terminate.  Details of the Sale Properties are as follows:

(i)

Livengood Property

The Livengood property is located in the Tintina gold belt approximately 110 kilometres north of Fairbanks, Alaska.  Subsequent to the acquisition of the original property from AngloGold, the Company acquired additional property interests in the area, and the Livengood property now consists of approximately 1,466.5 hectares of mineral rights leased from the State of Alaska, 169 State of Alaska mining claims (2,675 hectares) leased from two individuals, 20 federal unpatented lode mining claims (177 hectares) leased from two individuals, three federal patented lode mining claims (20.25 hectares) leased from a group of individuals and two unpatented federal lode mining and four federal unpatented placer mining claims (47.7 hectares) leased from an individual.

Details of the leases are as follows:

-

the lease of the Alaska State mineral rights is for an initial term of 3 years, commencing July 1, 2004 (subject to extension for 2 extensions of three years each) and requires work expenditures of USD 10/acre/year in years 1 – 3, USD 20/acre/year in years 4 – 6 and USD 30/acre/year in years 7 – 9 and advance royalty payments of USD 5/acre/year in years 1 - 3, USD 15/acre/year in years 4 – 6 and USD 25/acre/year in years 7 – 9.  An NSR production royalty of between 2.5% and 5.0% (depending upon the price of gold) is payable to the lessor with respect to the lands subject to this lease.  In addition, an NSR production royalty of 1% is payable to the lessor with respect to the unpatented federal mining claims subject to the lease below.

-

the lease of the 169 State of Alaska mining claims is for an initial term of ten years, commencing on September 11, 2006.  The lease requires payments of USD 75,000 on execution (paid), USD 50,000 in each of years 2 – 5 and USD 100,000 in each of years 6 -10 and work expenditures of USD 100,000 in year 1, USD 200,000 in each of years 2 – 5 and USD 300,000 in each of years 6 -10.  An NSR production royalty of between 2% and 5% is payable to the lessors (depending upon the price of gold).  The Company may buy all interest in the property subject to the lease (including the retained royalty) for USD 10,000,000.

-

the lease of the 20 Federal unpatented claims is for an initial term of ten years, commencing on April 21, 2003 and for so long thereafter as mining related activities are carried out.  The lease requires a bonus payment of USD 5,000 on signing (paid), and advance royalties of USD 20,000 on execution (paid), USD 30,000 on or before April 21, 2004 (paid), USD 40,000 on or before April 21, 2005 (paid), USD 50,000 on or before April 21, 2006 (paid), USD 40,000 on or before April 21, 2007 (paid) and an additional USD 50,000 on or before each subsequent April 21 during the term (paid USD150,000 ). An NSR production royalty of between 2% and 3% (depending on the price of gold) is payable to the lessors.  The Company may purchase 1% of the royalty for USD 1,000,000.

-

the lease of the patented federal claims is for an initial term of ten years, and for so long thereafter as the Company pays the lessors the minimum royalties required under the lease.  The lease requires a bonus payment of USD 10,000 on signing (paid), and minimum royalties of USD 10,000 on or before January 18, 2008 (paid), USD 10,000 on or before January 18, 2009 (paid), USD 15,000 on or before January 18, 2010 and an additional USD 20,000 on or before each of January 18, 2011 through January 18, 2016 and an additional USD 25,000 on each subsequent January 18 thereafter during the term (all of which minimum royalties are recoverable from production royalties).  An NSR production royalty of 3% is payable to the lessors.  The Company may purchase all interest of the lessors in the leased property (including the production royalty) for USD 1,000,000 (less all minimum and produc tion royalties paid to the date of purchase), of which USD 500,000 is payable in cash over 4 years following the closing of the purchase and the balance of USD 500,000 is payable by way of the 3% NSR production royalty.

-

the mining lease of the two unpatented federal lode mining and four federal unpatented placer claims has an initial term of ten years, commencing on March 28, 2007, and for so long thereafter as mining related activities are carried out.  The lease requires payment of advance royalties of USD 3,000 on execution (paid), USD 5,000 on or before March 28, 2009, USD 10,000 on or before March 28, 2010 (paid) and an additional USD 15,000 on or before each subsequent March 28 thereafter during the initial term (all of which minimum royalties are recoverable from production royalties).  The Company is required to pay the lessor the sum of USD 250,000 upon making a positive production decision.  An NSR production royalty of 2% is payable to the lessor.  The Company may purchase all interest of the lessor in the leased property (including the production royalty) for USD 1,000,000.

(ii)

Coffee Dome Property

The Coffee Dome property is located approximately 15 kilometres northeast of the Fort Knox mine.  The property consists of 59 State of Alaska mining claims (2,600 hectares) owned 100% by the Company, 6 State of Alaska mining claims (388.8 hectares) leased from an individual and 1,166.2 hectares of fee lands leased from the University of Alaska.

The lease of the 6 State of Alaska mining claims is for an initial term of twenty years, commencing on August 11, 2005 and for so long thereafter as mining related activities are carried out.  The lease requires a bonus payment of USD 10,000 on signing (paid), and advance royalties of USD 15,000 on or before December 31, 2005 (paid), USD 25,000 on or before August 11, 2006 (paid) and an additional USD 50,000 on or before each subsequent August 11 during  the term (paid USD 150,000).  A production payment of USD 500,000 is also payable upon the Company making a positive production decision.  An NSR production royalty of between 0.5% and 5% (depending on the price of gold) is payable to the lessor.  The Company may purchase 1% of the royalty for USD 2,000,000.  The lessor also has the right to receive an NSR production royalty on production of gold of between 0.5% and 5% (depending on the price of gold)and a 3% NSR production royalty on production of minerals other than gold, from any lands acquired by the Company within a defined area of interest.  In addition, the lessor is entitled to receive an NSR production royalty on all minerals equal to the greater of 1% and one-half of the difference between 4% and the actual NSR production royalty payable by the Company to a third party with respect to certain defined lands held by such third party upon the Company entering into a mining lease with such third party.

The agreement with the University of Alaska is a two stage Exploration Agreement with Option to Lease.  The Exploration Agreement has an effective date of January 1, 2007 and covers approximately 1,166 hectares of land.  The key terms of the Exploration Agreement (and any resulting mining lease) are as follows:

Exploration Agreement: In order to maintain the option to lease in good standing, the Company is required to pay the University USD 117,500 over five years (paid USD 87,500) and incur exploration expenditures totalling USD 400,000 over five years (USD 25,000 commitment for the first year, $50,000 for the second year).  If the Company does not terminate the option prior to January 1 in any option year, the specified minimum expenditures for that year become a commitment of the Company.  The Company is also responsible for all taxes and assessments on the lands subject to the option to lease.

Mining Lease: At any time during the option period, the Company has the right to enter into a mining lease over some or all of the lands subject to the option.  The mining lease will have an initial term of 15 years and for so long thereafter as commercial production continues and requires escalating advance royalty payments of USD 30,000 in year 1 to USD 150,000 in year 9 and beyond.  Advance royalty payments are credited against 50% of production royalties.  The Company is also required to incur escalating minimum mandatory exploration expenditures of USD 125,000 in year 1 to USD 350,000 in year 5 and beyond and to deliver a feasibility study within 10 years of the commencement of the lease.  Upon the commencement of commercial production, the Company is required to pay a sliding scale net smelter return royalty of from 3% (USD 300 and below gold) up to 5% (USD 50 0 and up gold).  The Company will also pay a sliding scale net smelter return royalty of from 0.5% (USD 450 and below gold) to 1% (USD 450 and above gold) on any federal or Alaska state claims staked by the Company or its affiliates within a 2 mile area of interest surrounding the University land (not including the Company’s existing leased claims).

(iii)

West Pogo Property

The West Pogo property is located approximately 50 kilometres north of Delta Junction, Alaska, and consists of 96 State of Alaska mining claims (1,944 hectares) owned 100% by the Company.

(iv)

Chisna Property

The Chisna property is located in the eastern Alaska Range, Alaska, and consists of 608 State of Alaska mining claims divided into 5 blocks (approximately 32,935 hectares total) owned 100% by the Company.

On November 2, 2009, the Company entered into a joint venture agreement with Ocean Park Ventures Corp. (“OPV”), a public BC company.  Pursuant to the agreement, an Alaskan subsidiary of OPV (“Subco”) and Raven Gold Alaska Inc. (“Raven”), a subsidiary of the Company, will form a joint venture (the “JV”) for the purpose of exploring and developing the property.

The initial interests of Subco and Raven in the JV will be 51% and 49% respectively.  Raven’s initial contribution to the JV will be its interest in the Chisna Project.  Subco’s contribution to the JV will be funding for the JV totalling USD 20,000,000 over five years; of which USD 5,000,000 must be provided during the first year.  The first year amount is reduced to USD 2,000,000 if, at any time during such year, the London PM gold fix price and the LME closing copper price are each below USD 700/oz and USD 1.70/lb, respectively, for a period of 10 consecutive trading days.  If Subco fails to fund any portion of the initial USD 5,000,000 (or USD 2,000,000 as applicable) in the first year, Raven will be entitled to terminate the JV and OPV and Subco will be jointly indebted to Raven for the difference between USD 5,000,000 (or USD 2,000,000 as applicable) and the amount actually funded.

Raven will be the operator of the JV during the first two years.  After two years, Subco will be entitled to assume the operatorship of the JV and to maintain operatorship until and unless it ceases to hold a majority interest in the JV.  Any work program proposed by the operator will be subject to approval by the five member JV management committee.  After Subco has completed its USD 20,000,000 initial contribution, the JV participant with the greatest interest in the JV will be entitled to nominate three members of the management committee.

If Subco funds the entire USD 20,000,000 within five year period, it will have the option to acquire a further 19% interest in the JV by producing a positive bankable feasibility study in respect of the Chisna Project within five years after electing to exercise such option, and by funding and additional exploration required to produce such a study.  The feasibility study must support a mining operation at a minimum level of 300,000 ounces per year of gold equivalent production.

In consideration for the Company providing the resources for Raven to enter into the JV, OPV will issue 200,000 common shares to the Company following satisfaction of the conditions precedent to the formation of the JV and an additional 200,000 shares each anniversary thereafter, to a total of 1,000,000 shares, provided the JV is in good standing.

The formation of the JV, and the rights of OPV/Subco under the JV Agreement, were subject to a pre-emptive right in favour of AngloGold under the AngloGold Agreement (See Note 6(e)), which was waived by AngloGold on November 17, 2009.  Consequently, Subco and Raven proceeded with the JV, and will be bound by the existing Indemnity and Pre-emptive Rights Agreement among AngloGold, the Company and Talon, as provided for in the AngloGold Agreement.  The principal effect of that agreement on the JV will be indemnity provisions relating to the Chisna Project, and AngloGold will have no further pre-emptive right in respect of the Chisna Project.

The formation of the JV is subject to certain conditions precedent, including the transfer of the Chisna Project claims to Raven (presently underway), and the acceptance of the JV Agreement by the TSX Venture Exchange on behalf of OPV.

(v)

Gilles Property

The Gilles property is located approximately 30 kilometres north of Delta Junction, Alaska, and consists of 86 State of Alaska mining claims owned 100% by the Company.  Due to disappointing exploration results and the Company’s desire to focus on its Livengood Project, effective September 1, 2008 the Company abandoned the claims and wrote off the associated costs of $449,255.

(f)

Properties optioned from AngloGold, Alaska

In conjunction with the closing of the acquisition of the Sale Properties, the Company entered into option/joint venture agreements with AngloGold with respect to two additional mineral projects in Alaska, referred to as the LMS and the Terra properties (the “Optioned Properties”).

The Terra Property now consists of 235 State of Alaska unpatented lode mining claims (15,552 hectares) held by or on behalf of AngloGold and 5 State of Alaska unpatented lode mining claims (324 hectares) leased from an individual.  The lease requires a payment on execution of USD 25,000 (paid), and advance minimum royalties of USD 25,000 on or before March 22, 2006 (paid), USD 50,000 on or before March 22, 2007 (paid), USD 75,000 on or before March 22, 2008, USD 100,000 on or before March 22, 2009 (paid) and each subsequent March 22 until March 22, 2015, and thereafter USD 125,000 until the expiry of the lease (all of which are recoverable from production royalties).  The lessor is entitled to receive a net smelter returns production royalty on gold equal to 3.0% if the gold price is less than USD 450/ounce and 4% if the gold price is USD 450/ounce or higher, plus a net smelter re turns royalty of 4% on all other mineral products other than gold.  1% of the royalty may be purchased for USD 1,000,000 and a further 1% for USD 3,000,000.

The LMS property consists of 92 State of Alaska unpatented lode mining claims (5,691 hectares) owned by AngloGold.

(i)

With respect to the LMS property, the Company will have the right to earn a 60% interest by incurring aggregate exploration expenditures of USD 3.0 million by January 30, 2010 (incurred), of which the Company has committed to incur minimum exploration expenditures of USD 1.0 million during the 2006 calendar year and of USD 750,000 during the 2007 calendar year.

Upon the Company having earned its 60% interest in the LMS property, AngloGold will have the right to re-acquire a 20% interest (for an aggregate 60% interest) and become manager of the joint venture by incurring a further USD 4.0 million in exploration expenditures over a further two years.

(ii)

With respect to the Terra property, the Company will have the right to earn a 60% interest by incurring aggregate exploration expenditures of USD 3.0 million by January 30, 2010, of which the Company has committed to incur minimum exploration expenditures of USD 500,000 during the 2006 calendar year and of USD 750,000 during the 2007 calendar year.  Upon the Company having earned its 60% interest in the Terra property, AngloGold will have the right to re-acquire a 20% interest (for an aggregate 60% interest) and become manager of the joint venture by incurring a further USD 4.0 million in exploration expenditures over a further two years.

In either case, following the parties having earned their final respective interests, each party will be required to contribute its pro rata share of further exploration expenditures or be diluted.  A party that is diluted to 10% or less will have its interest converted to a 2% net smelter return royalty.

On November 5, 2007 the Company provided notice to AngloGold that it has incurred sufficient expenditures to vest its 60% ownership in the Terra project.  AngloGold had 90 days to decide whether or not to exercise its right to earn back an additional 20% interest in the Terra project by incurring USD 4,000,000 in expenditures over the next two years, and elected not to do so.  As AngloGold elected not to exercise its back-in right, each party is therefore responsible for contribution its share of ongoing joint venture expenditures.

On June 10, 2008, the Company entered into an agreement to acquire all of the interest of AngloGold in the Terra and LMS projects, plus certain other AngloGold rights on the Gilles and West Pogo properties, for the purchase price of $751,500 to be satisfied by the issuance of 450,000 shares of the Company to AngloGold (issued November 24, 2008).  The transaction was approved by NYSE Alternext-US Stock Exchange on July 31, 2008 and by the TSXV on September 10, 2008.

(g)

Properties optioned from Redstar Gold Corp., Nevada

On March 15, 2007, the Company signed two binding letters of intent with Redstar Gold Corp. of Vancouver, B.C. (“Redstar”), pursuant to which the Company can earn up to a 70% interest in two gold projects, referred to as North Bullfrog and Painted Hills, located in Nevada.  The Company can earn an initial 60% interest in each project by making payments and exploration expenditures and has the option to earn an additional 10% interest (aggregate 70%) by funding all expenditures to take a project to feasibility.  There is no time limit by which a feasibility study is required to be delivered.

North Bullfrog: To earn its initial 60% interest, the Company must make total payments of USD 190,000 and incur total expenditures of USD 4,000,000 over 4 years to March 15, 2011.  The first year requirement is a payment of USD 20,000 on TSXV acceptance (paid) plus exploration expenditures of USD 500,000 (incurred).  The second payment of USD 30,000 is due by September 15, 2008 (paid). The third payment of USD 40,000 is due by March 15, 2009 (paid).  The fourth payment of USD 50,000 is due by March 15, 2010 and the fifth payment of USD 50,000 is due by March 15, 2011.

The Company is also required to pay the advance minimum royalty payments to the owners of certain patented mining claims which are fully recoupable against production royalties.  The advance minimum royalty in year 1 to 3 is USD 32,300 per year and year 4 onwards is USD 37,000.

Painted Hills: To earn its initial 60% interest, the Company must make total payments of USD 170,000 and incur total expenditures of USD 2,500,000 over 4 years to March 15, 2011.  The first year requirement is a payment of USD 20,000 on TSXV acceptance (paid) plus exploration expenditures of USD 250,000 (incurred).  The second payment of USD 20,000 is due by September

15, 2008 (paid).  

Due to disappointing results, the Company decided not to do any further work on Painted Hills, and the lease was terminated and the property returned to the lessor.  Accordingly, the related mineral property costs of $ 1,002,438 were written off.

The Company is also required to issue an aggregate of 20,000 common shares to Redstar, as to

5,000 shares on each on September 15, 2008 (issued December 17, 2008), March 15, 2009 (issued March 11, 2009), March 15, 2010 and March 15, 2011, so long as the Company is earning into at least one of the North Bullfrog or Painted Hills projects.

On July 30, 2009, the Company signed an agreement with Redstar to purchase all of Redstar’s interest in the North Bullfrog project (including the Connection Property – Note 6(i)) for consideration of $250,000 (paid) and the issue of 200,000 common shares to Redstar (issued).  Completion of the acquisition eliminated the Company’s current vesting requirements for expenditures and issuance of shares.

(h)

Mayflower Property, Nevada

Pursuant to a mining lease and option to purchase agreement made effective December 1, 2007 between the Company and a group of arm’s length limited partnerships, the Company has leased (and has the option to purchase) eleven patented mining claims (approximately 76 hectares) located adjacent to its North Bullfrog project in south-western Nevada.  The terms of the lease/option are as follows:

• Terms:  Initial term of 5 years, commencing December 1, 2007, with the option to extend the lease for an additional 5 years.  The lease will continue for so long thereafter as the property is in commercial production or, alternatively, for an additional three years if the Company makes advance minimum royalty payments of USD 100,000/year (which are recoupable against actual production royalties).
• Lease Payments: USD 5,000 (paid) and 25,000 common shares of the Company (issued September 8, 2008) following regulatory acceptance of the transaction; and an additional 20,000 common shares (issued January 31, 2009) on each of the first through fifth lease anniversaries.  If the Company elects to extend the lease for a second 5 year term, it will pay USD 10,000 and issue 50,000 common shares upon election being made, and an additional 50,000 common shares on each of the sixth through tenth anniversaries.
• Work Commitments:  USD 100,000 per year for the first three years, USD 200,000 per year for the years 4-6 and USD 300,000 for the years 7-10.  Excess expenditures in any year may be carried forward.  If the Company does not incur the required expenditures in year 1, the deficiency is required to be paid to the lessors.
• Retained Royalty: The Company will pay the lessors a net smelter returns royalty of 2% if the average gold price is USD 400/ounce or less, 3% if the average gold price is between USD 401 and USD500/ounce and 4% if the average gold price is greater than USD500/ounce.
• Purchase Option:  The Company has the right to purchase all the interest of the lessors in the property during the first 10 years for USD 7,500,000 plus a 0.5% net smelter royalty if the gold price is under USD 500/ounce and 1% if the gold price is USD 500/ounce or above.  After the initial 10 year period, the cash portion of the purchase price will be escalated annually based on the US annual Consumer Price Index increase for that year.

The Mayflower property, and associated acquisition costs, forms part of the North Bullfrog Redstar Joint Venture property in which the Company has the right to earn a 70 % interest (Note 6(g)).

(i)

Connection Property, Nevada

Pursuant to a mining lease and option to purchase agreement made effective October 27, 2008 between Redstar and an arm’s length limited liability company, Redstar has leased (and has the option to purchase) twelve patented mining claims located adjacent to the North Bullfrog project and referred to as the “Connection” property.  The 10 year, renewable mining lease requires payments of USD 10,800 (paid) on signing and annual payments for the first three anniversaries of USD 10,800 and USD 16,200 for every year thereafter.  Redstar has an option to purchase is the property for USD 1,000,000 at any time during the life of the lease.  Production is subject to a 4% NSR royalty, which may be purchased for USD 5,000,000.

The Connection property, and associated acquisition costs, form part of the North Bullfrog Redstar Joint Venture property in which the Company has the right to earn a 70 % interest (Note 6(g)).

7.

SHARE CAPITAL

Authorized

500,000,000 common shares without par value.

Issued

	Number of shares	Share Capital	Contributed Surplus
Balance, May 31, 2007	38,244,229	$ 39,351,328	$ 6,652,640
Exercise of warrants	1,685,542	1,190,918	-
Exercise of options	14,121	18,357	-
Stock based compensation	-	-	381,975
Reallocation from contributed surplus	-	10,025	(10,025)
Share issue costs	-	15,601	-
Balance,  May 31, 2008	39,943,892	40,586,229	7,024,590
Private placement	4,200,000	10,500,000	-
Exercise of warrants	11,017,044	25,640,916	-
Exercise of options	792,037	1,773,058	-
Stock based compensation	-	-	4,101,404
Agent’s compensation warrants	-	(286,805)	286,805
Reallocation from contributed surplus	-	1,194,071	(1,194,071)
Shares issued for property acquisition	505,000	826,750	-
Shares issue costs	-	(977,586)	-
Balance, May 31, 2009	56,457,973	79,256,633	10,218,728
Private placement	1,218,283	3,264,998	-
Exercise of warrants	59,793	176,389	-
Exercise of options	325,000	610,750	-
Stock based compensation	-	-	40,388
Reallocation from contributed surplus	-	711,984	(711,984)
Shares issued for property acquisition	220,000	801,000	-
Share issue costs	-	(35,108)	-
Balance, November 30, 2009	58,281,049	$ 84,786,646	$ 9,547,132

Share issuances

On March 4, 2009, the Company closed a bought deal equity financing through a syndicate of underwriters and sold an aggregate of 4,200,000 common shares of the Company at a price of $2.50 per share for gross proceeds of $10,500,000.  The Underwriters received a cash commission of $735,000, and 294,000 non-transferrable broker’s warrants with a fair value of $286,805 which was charged to share issue costs.  Each Broker warrant is exercisable to acquire one common share of the Company at $2.95 until September 4, 2010.

On July 10, 2009, AngloGold exercised its right to maintain its 13.2907% equity interest in the Company.  AngloGold’s equity interest had been diluted by virtue of the company’s issuance of shares since January 1, 2009, principally due to the exercise of 7,753,385 warrants, broker options and broker warrants in May, 2009.  Pursuant to the exercise of AngloGold’s right, the Company sold to AngloGold, on a private placement basis, an aggregate of 1,218,283 common shares at a price of $2.68 per share for a gross proceeds of $3,264,998.

Warrants

Warrant transactions are summarized as follows:

	Three months ended November 30, 2009		Year ended May 31, 2009 (audited)
	Number of Warrants	Weighted Average Exercise Price	Number of Warrants	Weighted Average Exercise Price
Warrants exercisable, beginning of period	294,000	$2.95	13,384,666	$2.21
Issued – agent commission warrants	-	$      -	294,000	$2.95
Exercised	(59,793)	$2.95	(11,017,044)	($2.33)
Expired	-	$      -	(2,367,622)	($1.66)
Warrants exercisable, end of period	234,207	$2.95	294,000	$2.95

Warrants outstanding are as follows:

	November 30, 2009		Year ended May 31, 2009 (audited)
	Number of Warrants	Weighted Average Exercise Price	Number of Warrants	Weighted Average Exercise Price
September 4, 2010 – commission warrants	234,207	$2.95	294,000	$2.95
Warrants exercisable, end of period	234,207	$2.95	294,000	$2.95

Options and stock based compensation

The Company has adopted an incentive stock option plan (the “2006 Plan”).  The essential elements of the 2006 Plan provide that the aggregate number of common shares of the Company’s capital stock that may be made issuable pursuant to options granted under the 2006 Plan may not exceed 10% of the number of issued shares of the Company at the time of the granting of the options.  Options granted under the 2006 Plan will have a maximum term of ten years.  The exercise price of options granted under the 2006 Plan will not be less than the market price of the common shares (defined as the volume weighted average trading price of the Company’s common shares on the Toronto Stock Exchange (“TSE”) for the 5 trading days immediately preceding the date of grant).  Options granted under the 2006 Plan vest immediately, unless otherwise determined by the di rectors at the date of grant.

Pursuant to the 2006 Plan, on January 16, 2008 the Company granted incentive stock options to directors, officers, employees and consultants of the Company to purchase 190,000 common shares in the capital stock of the Company.  The options are exercisable on or before January 16, 2010 at a price of $1.52 per share.

Pursuant to the 2006 Plan, on February 1, 2008 the Company granted incentive stock options to a consultant of the Company to purchase 100,000 common shares in the capital stock of the Company.  The options are exercisable on or before February 1, 2010 at a price of $2.15 per share.

Pursuant to the 2006 Plan, on March 12, 2009 the Company granted incentive stock options to directors, officers, employees and consultants of the Company to purchase 885,000 common shares in the capital stock of the Company.  The options are exercisable on or before March 12, 2011 at a price of $2.66 per share.

Pursuant to the 2006 Plan, on May 20, 2009 the Company granted incentive stock options to directors, officers, employees and consultants of the Company to purchase 965,000 common shares in the capital stock of the Company.  The options are exercisable on or before May 20, 2011 at a price of $3.15 per share.  A summary of the status of the 2006 Plan as of May 31, 2009 and November 30, 2009, and changes during the periods is presented below:

	Six months ended November 30, 2009		Year ended  May 31, 2009 (audited)
	Number of Shares	Weighted Average Exercise Price	Number of Shares	Weighted Average Exercise Price
Options outstanding, opening:	5,645,000	$       2.13	4,589,175	$       2.64
Granted	-	$          -	1,850,000	$       2.92
Exercised	(325,000)	$      (1.88)	(792,037)	$      (2.24)
Expired	-	$          -	(2,138)	$      (2.70)
Options outstanding, ending:	5,320,000	$       2.15	5,645,000	$       2.13

Stock options outstanding are as follows:

	November 30,  2009			Year ended May 31,  2009 (audited)
Expiry Date	Exercise Price	Number of Shares	Exercisable at Period End	Exercise Price	Number of Shares	Exercisable at Year End
July 16, 2010 (below)	$1.75	2,585,000	2,585,000	$1.75	2,810,000	2,810,000
July 16, 2010 (below)	$1.75	685,000	685,000	$1.75	755,000	755,000
January 16, 2010	$1.52	130,000	130,000	$1.52	130,000	130,000
February 1, 2010	$2.15	100,000	100,000	$2.15	100,000	100,000
March 12, 2011	$2.66	885,000	837,500	$2.66	885,000	801,875
May 20, 2011	$3.15	935,000	935,000	$3.15	965,000	965,000
		5,320,000	5,272,500		5,645,000	5,561,875

On July 16, 2008, the Company amended the expiry dates and exercise prices of an aggregate of 3,675,000 outstanding incentive stock options to extend the expiry date for up to eighteen months, such that all such options (which were originally granted for a period of two years and which have expiry dates ranging from January 26, 2009 to May 23, 2009) will now expire on July 16, 2010; and reduced the exercise prices (which currently range from $2.70 to $2.95, with a weighted average exercise price of $2.75) to $1.75.  This amendment was subject to disinterested shareholders’ approval with respect to insiders of the Company who hold 2,405,000 of these options (approval received October 21, 2008).  Following this approval, additional stock-based compensation charges of $1,688,874 have been included in those charges as detailed below.

The Company uses the fair value method for determining stock-based compensation expense for all options granted during the fiscal periods.  The fair value of options vested during the period was $40,388 (2008 - $1,769,051), determined using the Black-Scholes option pricing model based on the following average assumptions:

	Year ended May 31, 2009	Year ended May 31, 2008
Expected life (years)	2	2
Interest rate	1.05%	3.23%
Volatility (average)	82.51%	116.80%
Dividend yield	0%	0%
Exercise price	$2.92	$1.74

The Company uses the fair value method for determining stock-based compensation expense for all options granted during the fiscal periods.  The fair value of options vested during the period was $40,388 (2008 - $1,769,051), determined using the Black-Scholes option pricing model based on the following average assumptions:

	Year ended May 31, 2009	Year ended May 31, 2008
Expected life (years)	2	2
Interest rate	1.05%	3.23%
Volatility (average)	82.51%	116.80%
Dividend yield	0%	0%
Exercise price	$2.92	$1.74

Stock-based compensation charges of $40,388(2008 - $1,769,051) were allocated as follows:

Six months ended November 30, 2009	Before allocation	Stock-based compensation	After Allocation
Investor relations	$               287,652	$             40,388	$      328,040

November 30, 2008	Before allocation	Stock-based compensation	After Allocation
Investor relations	$             261,010	$           286,978	$       547,988
Consulting	$               99,066	$           971,964	$     1,071,030
Wages	$             397,446	$           510,109	$       907,555
		$       1,769,051

8.

INCOME TAXES

A reconciliation of income taxes at statutory rates with the reported taxes is as follows for the six months ended November 30:

	2009	2008
Loss before income taxes	$ (4,047,975)	$ (4,755,213)
Statutory Canadian corporate tax rate	29.58%	31.30%
Income tax recovery at statutory rates	$ (1,197,391)	$ (1,488,381)
Unrecognized items for tax purposes	5,217	553,742
Effect of tax rate change	33,879	52,945
Difference in tax rates in other jurisdictions	(426,443)	498,054
Change in valuation allowance	1,584,738	383,640
	$ -	$ -

The significant components of the Company’s future income tax assets are as follows:

	November 30, 2009	May 31, 2009 (audited)
Future income tax assets
Mineral properties	$ 4,881,432	$ 3,548,728
Equipment	61,842	55,464
Share issue costs	472,072	575,185
Non-capital losses available for future periods	1,627,385	1,269,673
	7,043,825	5,449,050
Valuation allowance	(7,043,825)	(5,449,050)
	$ -	$ -

At November 30, 2009 the Company has available non-capital tax losses for Canadian income tax purposes of approximately $6,259,172 available for carry-forward to reduce future years’ taxable income, if not utilized, expiring as follows:

2025	$ 81,776
2026	91,537
2027	1,030,880
2028	1,301,227
2029	2,377,936
2030	1,375,816
	$ 6,259,172

In addition, the Company has available mineral resource related expenditure pools for Canadian income tax purposes totalling approximately $2,628,000 which may be deducted against future taxable income in Canada on a discretionary basis.  The Company also has available mineral resource expenses that are related to the Company’s exploration activities in the United States of approximately $57,275,000, which may be deductible for US tax purposes.  Future tax benefits, which may arise as a result of applying these deductions to taxable income, have not been recognized in these accounts due to the uncertainty of future taxable income.

9.

RELATED PARTY TRANSACTIONS

During the period, the Company paid $1,787,147, including bonuses of $1,290,000 (2008 - $221,886), in consulting, investor relations, wages and benefits to officers, directors and companies controlled by directors of the Company and $32,014 (2008 - $17,925) in rent and administration to a company with common officers and directors.  Professional fees of $37,450 (2008 - $Nil) were paid to a company related to an officer who is also a director of the Company.  These figures do not include stock-based compensation (see Note 7).

At November 30, 2009, included in accounts payable and accrued liabilities was $Nil (May 31, 2009 - $Nil) in expenses owing to the directors and officer of the Company and $4,667 (May 31, 2009 - $4,667) to a company related by common directors.

These amounts were unsecured, non-interest bearing and had no fixed terms of repayment.  Accordingly, fair value could not be readily determined.

The Company has entered into a retainer agreement dated August 1, 2008 with Lawrence W. Talbot Law Corporation (“LWTLC”), pursuant to which LWTLC agrees to provide legal services to the Company.  Pursuant to the retainer agreement, the Company has agreed to pay LWTLC a minimum annual retainer of $50,000 (plus applicable taxes and disbursements).  The retainer agreement may be terminated by LWTLC on reasonable notice, and by the Company on one year’s notice (or payment of one year’s retainer in lieu of notice).  An officer of the Company is a director and shareholder of LWTLC.

These transactions with related parties have been valued in these financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

10.

GEOGRAPHIC SEGMENTED INFORMATION

	Canada	United States		Total
November 30, 2009
Mineral properties	$ 1	$ 47,387,938		$47,387,939
Property and equipment	$ 12,970	$        74,455		$ 87,425
May 31, 2009
Mineral properties	$ 1	$ 33,417,565		$33,417,566
Property and equipment	$ 15,191	$        54,724		$ 69,915
	November 30, 2009		November 30, 2008
Net loss for the period- Canada	$ (963,981)		$ (2,692,463)
Net loss for the period- United States	(3,083,994)		(2,062,750)
Net loss for the period	$ (4,047,975)		$ (4,755,213)

11.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“GAAP”)

These consolidated financial statements are prepared in accordance with GAAP in Canada, which differs in certain respects from GAAP in the United States.  The material differences between Canadian and United States GAAP, in respect of these financial statements, are as follows:

a)

Mineral property exploration and development

Under United States GAAP, all mineral exploration and development property expenditures are expensed in the year incurred in an exploration stage company until there is substantial evidence that a commercial body of minerals has been located.  Canadian GAAP allows mineral exploration and development property expenditures to be deferred during this process.  The effect on the Company’s financial statements is summarized below:

Six months ended November 30	2009	2008
Consolidated statements of operations and deficit
Loss for the period under
Canadian GAAP	$ (4,047,975)	$ (4,755,213)
Mineral property exploration expenditures, net	(12,919,372)	(5,565,046)
Loss for the period under United States GAAP	$ (16,967,347)	$ (10,320,259)
Loss per share – US GAAP	$ (0.30)	$ (0.24)

Consolidated balance sheets	November 30, 2009	May 31, 2009 (audited)
Mineral Properties
Canadian GAAP	$ 47,387,939	$ 33,417,566
Mineral property exploration expenditures (cumulative)	(38,683,352)	(25,763,979)
Mineral properties under United States GAAP	$ 8,704,587	$ 7,653,587
Deficit
Canadian GAAP	$ (27,576,539)	$ (23,528,564)
Mineral property exploration expenditures (cumulative)	(38,683,352)	(25,763,979)
Deficit under United States GAAP	$ (66,259,891)	$ (49,286,543)

Six months ended November 30	2009	2008
Consolidated statements of cash flows
Operating activities
Cash provided by (used in) per Canadian GAAP	$ (3,363,538)	$ (1,092,245)
Effect of the write-off of exploration expenditures	(12,919,372)	(5,565,046)
Cash generated (used in) per United States GAAP	$ (16,282,910)	$ (6,657,292)
Investing activities
Cash provided by (used in) per Canadian GAAP	$ (13,282,851)	$ (7,597,504)
Effect of the write-off of exploration expenditures	12,919,372	5,565,046
Cash generated (used in) per United States GAAP	$ (363,479)	$ (2,032,458)

a)

Marketable securities

Under United States GAAP, the Company would classify the marketable securities as “Securities available for resale”, which is consistent with the Company’s change in accounting policy described in Note 2 (o).  The carrying value on the balance sheet at November 30, 2009 was $136,500 (May 31, 2009 - $113,750) and the unrealized gain (loss) of $22,750 (2008 – ($201,500)) was recognized in the statements of operations and deficit as an other loss.

b)

Stock-based compensation

The Company has adopted Statement of Financial Accounting Standards No. 123, and records compensation cost for stock-based employee compensation plans at fair value.  Accordingly, compensation cost for stock options granted is measured as the fair value at the date of grant, and there is no difference in these financial statements.

c)

Loss per share

Under both Canadian and United States GAAP basic loss per share is calculated using the weighted average number of common shares outstanding during the period.

Under United States GAAP, the weighted average number of common shares outstanding excludes any shares that remain in escrow, but may be earned out based on the Company incurring a certain amount of exploration and development expenditures.  The weighted average number of shares outstanding under United States GAAP for the period ended November 30, 2009 and 2008 was 57,282,135 and 42,520,215 respectively.

d)

Income taxes

Under United States GAAP, the Company would have initially recorded an income tax asset for the benefit of the resource deduction pools.  This asset would have been reduced to $Nil by a valuation allowance.  The result is no difference in net income reported between Canadian and United States GAAP.

12.

CAPITAL MANAGEMENT

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support future business opportunities.  The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

The Company currently has no source of revenues.  As such, the Company is dependent upon external financings to fund activities.  In order to carry future projects and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed.  Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

There were no changes in the Company’s approach to capital management during the six months ended November 30, 2009.  The Company is not subject to externally imposed capital requirements.

13.

SUBSEQUENT EVENTS

Subsequent to November 30, 2009, the Company

a)

Issued 65,337 shares at $2.95 per share upon the exercise of warrants for total proceeds of $192,744.

b)

Issued an aggregate of 1,525,660 shares upon the exercise of stock options for total proceeds of $2,731,005, consisting of 130,000 shares at $1.52 per share, 1,115,660 shares at $1.75 per share and 100,000 shares at $2.66 per share.

14.

COMPARATIVE FIGURES

Certain of the comparative figures have been reclassified to conform with the consolidated financial statement presentation adopted in the current period.

EX-2

INTERNATIONAL TOWER HILL MINES LTD.

(An Exploration Stage Company)

FORM 51-102F1

MANAGEMENT DISCUSSION & ANALYSIS

January 11, 2009

Introduction

This Management Discussion & Analysis (“MD&A”) for International Tower Hill Mines Ltd. (the “Company” or “ITH”) for the six months ended November 30, 2009 has been prepared by management, in accordance with the requirements of National Instrument 51-102, as of January 11, 2010 and should be read in conjunction with the Company’s audited consolidated financial statements for the years ended May 31, 2009 and 2008.  Except where otherwise noted, all dollar amounts are stated in Canadian dollars.

This MD&A contains certain statements that may constitute “forward-looking statements”.  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, the potential for the expansion of the estimated resources at Livengood, the potential for any production at the Livengood project, the potential for higher grade mineralization to form the basis for a starter pit component in any production scenario, the potential low strip ratio of the Livengood deposit being amenable for low cost open pit mining that could support a high production rate and economies of scale, the potential for cost savings due to the high gravity concentration component of some of the Livengood mineralization, the proposed timing for the preparation and delivery of a Preliminary Economic Assessment for the Livengood deposit incorporating a milling scenario, business and financing plans and business trends, are forward-looking statements.  Information concerning mineral resource estimates also may be deemed to be forward-looking statements in that it reflects a prediction of the mineralization that would be encountered if a mineral deposit were developed and mined.  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 which by their nature refer to future events.  The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results may differ materi ally from those in forward looking statements as a result of various factors, including, but not limited to, the Company’s inability to identify one or more economic deposits on its properties, 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 Company may produce or plan to produce, the Company’s inability to obtain any necessary permits, consents or authorizations required for its activities, 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 identified herein under “Risk Factors”.  For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.

Historical results of operations and trends that may be inferred from the following discussion and analysis may not necessarily indicate future results from operations.  In particular, the current state of the global securities markets may cause significant reductions in the price of the Company’s securities and render it difficult or impossible for the Company to raise the funds necessary to continue operations.  See “Risk Factors – Insufficient Financial Resources/Share Price Volatility”.

This MD&A contains information with respect to adjacent or similar mineral properties in respect of which the Company has no interest or rights to explore or mine.  The Company advises US investors that the US Securities and Exchange Commission’s (“SEC”) mining guidelines strictly prohibit information of this type in documents filed with the SEC.  Readers are cautioned that the Company has no interest in or right to acquire any interest in any such properties, and that mineral deposits on adjacent or similar properties, and any production therefore or economics with respect thereto, are not indicative of mineral deposits on the Company’s properties or the potential production from, or cost or economics of, any future mining of any of the Company’s mineral properties.

Cautionary Note to US Investors Concerning Reserve and Resource Estimates

National Instrument 43-101 “Standards of Disclosure for Mineral Projects” (“NI 43-101”) is a rule developed by the Canadian Securities Administrators, which established standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.  Unless otherwise indicated, all reserve and resource estimates contained in this MD&A or released by the Company in the future, have been or will be prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resource and Mineral Reserves, adopted by the CIM Council on November 14, 2004 (the “CIM Standards”) as they may be amended from time to time by the CIM.

The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with NI 43-101.  These definitions differ from the definitions in the SEC’s Industry Guide 7 (“Guide 7”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”).  Under Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.  Under Guide 7 standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extract ed at the time the reserve determination is made.

In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC.  Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves or that they can be mined economically or legally.  “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all, or any part, of an inferred mineral resource will ever be upgraded to a higher category.  Under Canadian rules, estimates of inferr ed mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.  Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or that it can be economically or legally mined.  Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures.

Accordingly, information contained in this MD&A contain descriptions of the Company’s mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

All of the Company's public disclosure filings, including its most recent management information circular, material change reports, press releases and other information, may be accessed via www.sedar.com and readers are urged to review these materials, including the technical reports filed with respect to the Company’s mineral properties.

Current Exploration Activities

General

The Company remained focused on the Livengood deposit resource expansion drilling program during the quarter and to date as well as the preparation of the updated resource estimate released October 13, 2009 and its first Preliminary Economic Analysis released on November 30, 2009.  The drilling program operated 4 drill rigs during this period, and completed approximately 125 drill holes. The Company also embarked on a major metallurgical test program with the Kappas Cassidy group in Reno, Nevada expanding the metallurgical test work across the entire deposit and focusing on the mill recovery characteristics (which produced encouraging results in the initial test work).  In addition, the Company continued to advance its environmental baseline sampling program, wetlands mapping and other related long-term mine permitting projects at Livengood.

On October 9, 2009, the Company completed the purchase of the interests of Redstar Gold Corp. and Redstar Gold U.S.A. Inc. in the North Bullfrog project in Nye County, Nevada.  The Company is presently planning to implement the next phase of exploration on the North Bullfrog project in mid 2010.

The Company’s common shares commenced trading on the Toronto Stock Exchange (“TSE”), effective at market opening, on Tuesday, December 1, 2009 under the symbol “ITH”.  As a consequence, the Company's common shares were de-listed from the TSX Venture Exchange upon the commencement of trading on the TSE.  The Company’s common shares continue to trade on the NYSE-Amex (Symbol “THM”) and Frankfurt (Symbol “IW9”) Stock Exchanges.

The Company completed its initial drill testing of the Coffee Dome project 15 kilometres east of the Fork Knox mill.  A total of 1,356 metres of diamond drilling in 5 holes was completed in this initial phase of work, testing the UAF and Main Zone targets.  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 Company is currently analyzing the structural data from the drilling in an effort to target higher grade feeders to the system.

The Company entered into a Joint-Venture Agreement dated November 2, 2009 with Ocean Park Ventures Corp. (“OPV”) on the Chisna Copper/Gold Project located in the Hartman Mining District of South Central Alaska.  Pursuant to the JV Agreement, an Alaskan subsidiary of OPV and a subsidiary of the Company will form a joint venture for the purpose of exploring and developing the Chisna Project.  The transaction is subject to acceptance for filing by NEX on behalf of OPV.

In October, 2009, due to disappointing exploration results and a desire to focus on the Livengood project, the Company terminated the option agreement with Cook Inlet Region, Inc., and abandoned substantially all of the 108 Alaska State mining claims originally staked, in connection with the BMP project, and wrote off the $576,222 in associated costs.

In January, 2010, the Company hired Mr. Carl Brechtel as the Company’s new Chief Operating Officer.  Mr. Brechtel has 30 years of mining industry experience on four continents, much of it in the design and development of new projects.  He most recently held the position of Pre-feasibility Manager for AngloGold’s La Colosa operation in Columbia, a large, open pit-milling, development project.  Mr. Brechtel will be in charge of advancing the Livengood project toward production as well as assembling the operational team necessary to construct and operate a major mining project.

The Company did not carry out any significant work on any of the Terra, LMS, Chisna, or West Pogo projects in Alaska or the North Bullfrog project in Nevada during the quarter or to date.

Alaska Properties

Livengood Project

2009 Summer Program Progress

Based on positive results from its new discovery in the Sunshine and Northeast zones (figure 1), the Company expanded its planned Summer 2009 drilling program from 35,000 metres to 65,000 metres.  Results from these areas have outlined a major expansion of the deposit to the east which currently remains open.  In addition, the deposit has been expanded to the southeast in the East Zone area and to the west.  Approximately 100 holes (32,000 metres) have been added to the model for the updated resource estimate released October 13, 2009, and all these results are included in the Company’s first Preliminary Economic Assessment.

The new Sunshine Zone is a very thick (+170 metres), outcropping, deeply oxidized area of the deposit which is developing into an important potential near-term mining target.  The characteristics of this zone of mineralization will likely play a major role in the early mining phase of the recently completed economic analysis of the deposit.  In addition, current exploration drilling between the Sunshine Zone and the Northeast Zone indicates the two areas, which are about ½ of a kilometre apart, are potentially connected, and this could significantly expand the tonnage potential of the area (Figure 1).

Figure 1 : Locations of new assay results and current cumulative grade thickness map.  Grade thickness contours are plotted relative to the location of mineralization in the subsurface in angled drill holes and so are offset from the collar locations shown.

Figure 2 : Section 429525E illustrating intercepts and the continuity of the mineralization in the Sunshine Zone.

Table 1  New intercepts from 2009 Summer Drill Program

Hole ID	From (metres)	To (metres)	Length (metres)	Gold (g/t)	Cumulative grams x metres
SUNSHINE ZONE
MK-09-39	144.8	162.2	17.4	0.96	112.96
includes	150.9	158.8	7.9	1.59
	173.9	188.5	14.7	0.97
	204.1	212.5	8.4	1.01
	256	260.6	4.6	0.94
MK-RC-0206	54.9	64	9.2	0.65	101.25
	77.7	120.4	42.7	0.67
	207.3	225.6	18.3	0.51
	291.1	295.7	4.6	0.9
	300.2	320	19.8	0.58
	353.6	361.2	7.6	1.28
MK-RC-0213	204.22	214.88	10.66	1.25	66.54
MK-RC-0215	67.06	89.92	22.86	0.57	87.96
	243.84	266.7	22.86	0.48
MK-RC-0217	62.48	77.72	15.24	0.7	101.46
	257.56	289.56	32	0.71
MK-RC-0220	7.6	24.4	16.8	0.63	167.24
	35.1	56.4	21.3	0.5
	192	208.8	16.8	0.66
	239.3	292.6	53.3	0.99
includes	281.9	285	3.1	7.89
	298.7	359.7	61	0.69
MK-RC-0223	73.2	91.4	18.3	1.88	180.88
	189	199.6	10.7	1.27
	225.6	245.4	19.8	0.78
	251.5	338.3	86.9	0.62
MK-RC-0224	33.5	59.4	25.9	0.71	158.6
	140.2	158.5	18.3	0.58
	167.6	193.6	25.9	0.66
	198.1	205.7	7.6	1.11
	207.3	271.3	64	1.19
MK-RC-0226	4.6	9.1	4.6	2.96	173.12
	13.7	39.6	25.9	0.92
	44.2	85.3	41.1	0.85
includes	50.3	54.9	4.6	2.27
	91.4	140.2	48.8	0.5
	146.3	158.5	12.2	0.55
	181.4	193.6	12.2	0.54
	202.7	239.3	36.6	0.56
	245.4	295.7	50.3	0.58
MK-RC-0228	97.5	126.5	29	0.5	43.33
MK-RC-0229	76.2	106.7	30.5	0.62	114.15
	109.7	112.8	3.1	1.33
	117.4	149.4	32	0.96
includes	138.7	141.7	3	5.17
	157	237.7	80.8	0.74
includes	181.4	193.6	12.2	1.08
MK-RC-0231	21.3	102.1	80.8	0.86	110.59
includes	21.3	30.5	9.1	1.95
includes	47.2	62.5	15.2	1.35
	109.7	134.1	24.4	0.57
	202.7	211.8	9.2	0.73
MK-RC-0233	0	18.29	18.29	2.02	124.85
	141.73	163.07	21.34	0.89
includes	147.83	155.45	7.62	1.7
	164.59	193.55	28.96	0.64
MK-RC-0234	96.01	108.2	12.19	2.27	175.32
	112.78	144.78	32	0.98
includes	115.82	120.4	4.58	2.28
includes	131.06	138.68	7.62	1.33
	335.28	379.48	44.2	1.2
includes	335.28	338.33	3.05	9.16
	394.72	423.67	28.95	0.97
MK-RC-0236	156.97	233.17	76.2	0.99	99.26
MK-RC-0237	3.05	19.81	16.76	0.68	205.83
	25.91	97.54	71.63	0.85
includes	38.1	50.29	12.19	1.74
	100.58	141.73	41.15	0.89
	155.45	181.36	25.91	0.81
	199.64	219.46	19.82	0.53
	262.13	278.89	16.76	1.01
includes	274.32	278.89	4.57	2.37
	339.85	362.71	22.86	0.82
includes	353.57	362.71	9.14	1.48
MK-RC-0239	123.44	140.21	16.77	2.14
	141.73	172.21	30.48	0.55
	175.26	207.26	32	0.82
	294.13	316.99	22.86	0.5
	396.24	426.72	30.48	0.7
MK-RC-0240	18.29	33.53	15.24	0.82
	38.1	64.01	25.91	0.45
	73.15	91.44	18.29	0.63
	187.45	196.6	9.15	1.57
	245.36	263.65	18.29	0.58
MK-RC-0242	0	56.39	56.39	0.6	185.95
	60.96	92.96	32	0.72
includes	62.48	70.1	7.62	1.49
	94.49	123.44	28.95	0.57
	141.73	164.59	22.86	0.59
	190.5	220.98	30.48	0.63
	228.6	239.27	10.67	0.83
	263.65	289.56	25.91	0.55
	377.95	419.1	41.15	0.64
includes	396.24	405.38	9.14	1.1
MK-RC-0244	28.96	94.49	65.53	0.57	83.86
MK-RC-0246	hole lost and redrilled as 249
MK-RC-0247	73.15	79.25	6.1	0.86
	114.3	124.97	10.67	0.65
	173.74	184.4	10.66	0.68
	236.22	242.32	6.1	1.19
	248.41	257.56	9.15	0.74
	262.13	271.27	9.14	0.68
MK-RC-0249	97.54	103.63	6.09	0.97
	123.44	128.02	4.58	1.72
	138.68	152.4	13.72	1.02
	172.21	182.88	10.67	0.9
	214.88	219.46	4.58	1
	368.81	402.34	33.53	0.52
MK-RC-0250	42.67	45.72	3.05	5.18	78.53
	239.27	278.89	39.62	0.52
MK-RC-0251	188.98	198.12	9.14	0.85
	210.31	219.46	9.15	0.59
MK-RC-0253	39.62	42.67	3.05	1.49
	103.63	114.3	10.67	0.66
includes	105.16	109.73	4.57	1.06
	124.97	132.59	7.62	0.87
	265.18	278.89	13.71	0.56
MK-RC-0254	28.96	35.05	6.09	0.79
	106.68	117.35	10.67	1.15
	129.54	132.59	3.05	3.17
	204.22	214.88	10.66	0.81
	300.23	303.28	3.05	1.77
	327.66	368.81	41.15	1.12
includes	327.66	341.38	13.72	2
	373.38	385.57	12.19	1.09
	399.29	422.15	22.86	0.54
MK-RC-0256	80.77	105.16	24.39	0.94	189.99
	123.44	179.83	56.39	0.9
includes	132.59	147.83	15.24	1.55
	352.04	367.28	15.24	1.18
	368.81	426.72	57.91	1.3
includes	387.1	393.19	6.09	2.13
includes	405.38	413	7.62	2.05
includes	419.1	423.67	4.57	2.32
MK-RC-0257	60.96	114.3	53.34	1.02	152.66
includes	92.96	103.63	10.67	1.8
	150.88	173.74	22.86	0.88
	187.45	201.17	13.72	0.74
	228.6	260.6	32	0.95
	265.18	274.32	9.14	1.74
MK-RC-0258	32	36.58	4.58	1.39
	47.24	60.96	13.72	0.65
	131.06	147.83	16.77	0.62
	164.59	178.31	13.72	0.63
	201.17	208.79	7.62	0.68
	245.36	256.03	10.67	0.61
	260.6	269.75	9.15	0.63
MK-RC-0267	74.68	131.06	56.38	0.62
includes	97.54	100.58	3.04	2.27
includes	112.78	117.35	4.57	1.19
	172.21	188.98	16.77	0.59
	225.55	342.9	117.35	1.17
includes	233.17	240.79	7.62	1.31
includes	252.98	265.18	12.2	1.68
includes	271.27	275.84	4.57	2.94
includes	284.99	288.04	3.05	1.69
includes	294.13	323.09	28.96	1.59
includes	329.18	338.33	9.15	1.27
MK-09-43	0	25.91	25.91	0.77
	162.76	166.71	3.95	2.55
	220.98	297.95	76.97	0.71
includes	234.7	251.79	17.09	1.13
	302.08	341.08	39	0.6
	345.34	374.33	28.99	1.04
includes	363.32	370.69	7.37	1.41
	375.82	393.67	17.85	0.99
MK-RC-0292	48.77	62.48	13.71	0.58
	117.35	140.21	22.86	1.43
includes	120.4	129.54	9.14	2.75
MK-RC-0294	0	16.76	16.76	0.69
	150.88	164.59	13.71	0.8
	169.16	188.98	19.82	1.71
includes	181.36	184.4	3.04	5.97
	205.74	224.03	18.29	1.15
includes	207.26	214.88	7.62	2.22
	265.18	278.89	13.71	0.61
MK-RC-0297	128.02	146.3	18.28	0.5
	195.07	219.46	24.39	0.57
	230.12	310.9	80.78	0.45
MK-RC-0300	27.43	39.62	12.19	1.01
	45.72	64.01	18.29	0.59
MK-RC-0303	21.34	117.35	96.01	1.47
includes	45.72	53.34	7.62	1.94
includes	102.11	115.82	13.71	5.06
	147.83	167.64	19.81	0.7
includes	160.02	166.12	6.1	1.32
	184.4	205.74	21.34	1.16
includes	184.4	190.5	6.1	3.02
NE ZONE
MK-RC-0202	102.1	109.7	7.6	0.9	117.79
	118.9	132.6	13.7	0.66
	137.2	150.9	13.7	0.8
includes	140.2	143.3	3	2.3
	155.5	170.7	15.2	0.51
	176.8	187.5	10.7	1.2
	192	204.2	12.2	0.68
	208.8	237.7	29	0.61
	288	300.2	12.2	0.49
	338.3	344.4	6.1	1.83
MK-RC-0207	99.1	117.4	18.3	0.51	157.91
	128	140.2	12.2	0.81
	160	185.9	25.9	1.46
includes	161.5	166.1	4.6	1.83
	263.7	274.3	10.7	1.14
	280.4	320	39.6	0.86
includes	289.6	295.7	6.1	1.37
	361.2	397.8	36.6	0.67
includes	376.4	387.1	10.7	1.01
MK-RC-0209	0	36.6	36.6	0.45	85.33
	134.1	144.8	10.7	0.52
	221	268.2	47.2	0.64
includes	234.7	240.8	6.1	1.46
includes	257.6	265.2	7.6	0.85
	277.4	310.9	33.5	0.5
MK-RC-0243	0	18.29	18.29	0.97
includes	7.62	13.72	6.1	1.58
	36.58	48.77	12.19	0.68
	67.06	73.15	6.09	0.93
	79.25	91.44	12.19	0.52
	144.78	147.83	3.05	3.06
	163.07	193.55	30.48	0.58
	207.26	214.88	7.62	0.77
	262.13	280.42	18.29	0.59
MK-RC-0255	32	45.72	13.72	0.95
MK-RC-0260	73.15	80.77	7.62	0.89
	88.39	109.73	21.34	1.43
includes	97.54	103.63	6.09	3.93
	114.3	124.97	10.67	1.58
	310.9	320.04	9.14	0.73
	335.28	339.85	4.57	1.07
MK-RC-0261	163.07	169.16	6.09	2.89
	175.26	190.5	15.24	0.6
	202.69	271.27	68.58	0.61
includes	240.79	248.41	7.62	1.49
	275.84	390.14	114.3	0.86
includes	281.94	292.61	10.67	2.21
includes	307.85	312.42	4.57	1.69
includes	332.23	338.33	6.1	1.95
includes	353.57	358.14	4.57	1.25
includes	377.95	384.05	6.1	1.85
MK-RC-0263	28.96	39.62	10.66	0.83
	44.2	59.44	15.24	0.51
	205.74	237.74	32	0.53
	243.84	272.8	28.96	0.74
includes	251.46	254.51	3.05	4.33
	292.61	300.23	7.62	1.1
MK-RC-0265	106.68	112.78	6.1	0.74
	187.45	193.55	6.1	1.11
	243.84	257.56	13.72	0.74
	274.32	281.94	7.62	0.76
MK-RC-0266	51.82	57.91	6.09	0.78
	83.82	92.96	9.14	0.8
	144.78	156.97	12.19	0.63
	196.6	214.88	18.28	0.54
	219.46	245.36	25.9	1.02
	262.13	275.84	13.71	0.69
	283.46	312.42	28.96	0.68
includes	283.46	286.51	3.05	2.5
	316.99	355.09	38.1	0.75
includes	316.99	321.56	4.57	2.14
	359.66	365.76	6.1	1.07
MK-RC-0268	268.22	272.8	4.58	2.26
MK-RC-0271	219.46	246.89	27.43	0.97
MK-RC-0285	15.24	54.86	39.62	0.56
MK-09-41	59.28	72.27	12.99	0.83
	100.53	107.9	7.37	0.65
	116.74	126.55	9.81	1.81
includes	119.02	126.55	7.53	2.31
	214.73	225.32	10.59	3.38
CORE ZONE
Hole ID	From (metres)	To (metres)	Length (metres)	Gold (g/t)	Cumulative grams x metres
MK-09-37	151.8	156.7	4.9	1.8	226.58
	176.1	196.5	20.3	0.63
	207.6	222.3	14.7	1.02
	226.7	242	15.3	1.42
	297.2	301.4	4.3	0.99
	348.8	377	28.2	0.51
	432.4	447.8	15.4	6.55
MK-09-40	212.14	227.08	14.94	0.5
	236.03	272.8	36.77	0.6
	322.39	330.27	7.88	1.63
includes	327.05	329.49	2.44	4.3
	354.79	376.49	21.7	1.12
includes	371.61	374.6	2.99	3.88
	389.59	420.01	30.42	0.68
includes	394.56	397.03	2.47	2.16
	435.25	442.53	7.28	0.84
	454.46	480.13	25.67	0.7
MK-09-44	124.11	130.3	6.19	2.56
	131.52	150.09	18.57	1.46
includes	132.58	140.12	7.54	2.86
	155.45	186.95	31.5	0.61
	216.71	226.16	9.45	0.96
	261.52	271.56	10.04	0.93
MK-09-45	66.45	82.04	15.59	0.54
	Hole lost before encountering target
MK-RC-0204	147.83	181.36	33.53	0.5	25.91
MK-RC-0208	176.8	179.8	3.1	0.74	8.39
MK-RC-0210	no	significant	intersections
MK-RC-0212	198.1	201.2	3	2.7	26.54
MK-RC-0214	156.97	172.21	15.24	0.72	39.37
MK-RC-0216	no significant intercepts
MK-RC-0218	185.93	224.03	38.1	0.59	60.59
MK-RC-0219	155.45	175.26	19.81	0.69	46.8
MK-RC-0221	141.73	144.78	3.05	3.29	42.82
	188.98	195.07	6.09	1.84
MK-RC-0225	no significant intercepts
MK-RC-0227	195.07	211.84	16.77	1.05	36.28
MK-RC-0230	41.15	57.91	16.76	0.61
includes	47.24	50.29	3.05	1.51
	86.87	99.06	12.19	0.59
MK-RC-0245	376.43	381	4.57	1.11
	390.14	391.67	1.53	7.06
MONEY KNOB
MK-RC-0259	68.58	74.68	6.1	1.23
	111.25	126.49	15.24	0.5
	147.83	169.16	21.33	0.81
	172.21	179.83	7.62	0.95
	220.98	239.27	18.29	0.51
MK-RC-0262	131.06	234.7	103.64	0.99
includes	131.06	140.21	9.15	1.84
includes	146.3	150.88	4.58	1.97
includes	182.88	185.93	3.05	2.26
includes	210.31	219.46	9.15	1.7
includes	224.03	233.17	9.14	1.35
	252.98	268.22	15.24	0.51
MK-RC-0264	394.72	405.38	10.66	0.48
MK-RC-0284	112.78	178.31	65.53	0.76
includes	118.87	131.06	12.19	1.05
includes	140.21	150.88	10.67	1.43
	182.88	249.94	67.06	0.59
MK-RC-0293	227.08	233.17	6.09	2.63
	260.6	327.66	67.06	0.93
includes	272.8	280.42	7.62	2.31
includes	298.7	306.32	7.62	1.3
MK-RC-0295	Hole lost at 99m re-drilled as MK-RC-0296
MK-RC-0296	210.31	214.88	4.57	1.2
MK-RC-0298	176.78	216.41	39.63	0.96
includes	193.55	199.64	6.09	1.89
includes	211.84	214.88	3.04	3.42
	224.03	236.22	12.19	0.64
	245.36	356.62	111.26	0.78
includes	301.75	310.9	9.15	1.65
MK-RC-0299	60.96	67.06	6.1	1.86
	144.78	242.32	97.54	0.91
includes	172.21	182.88	10.67	1.05
includes	202.69	210.31	7.62	1.82
includes	216.41	219.46	3.05	2.63
includes	225.55	230.12	4.57	2.13
includes	237.74	242.32	4.58	2.81
MK-RC-0301	27.43	33.53	6.1	3.9
	193.55	205.74	12.19	0.68
MK-RC-0302	243.84	256.03	12.19	0.86
OTHER SECTORS
MK-RC-0232	217.93	220.98	3.05	0.78
MK-RC-0235	15.24	39.62	24.38	0.5
MK-RC-0238	27.43	39.62	12.19	0.96
includes	35.05	39.62	4.57	1.67
MK-RC-0241	131.06	134.11	3.05	1.53
	242.32	269.75	27.43	0.53
MK-RC-0248	367.28	371.86	4.58	1.4
MK-RC-0252	333.76	338.33	4.57	0.72
MK-RC-0205	195.07	231.65	36.58	0.84
includes	204.22	231.65	27.43	1
MK-RC-0291	No significant intercepts
MK-RC-0288	No significant intercepts
MK-RC-0290	286.51	315.47	28.96	0.63
	324.61	336.8	12.19	0.67
MK-RC-0287	39.62	48.77	9.15	0.87
MK-RC-0289	No significant intercepts

Updated Resource Estimate

On October 13, 2009, Reserva International, Inc. delivered an updated NI 43-101 mineral resource estimate, which incorporates the data for all drilling at Livengood through September 25, 2009.  The October 2009 indicated and inferred mineral resource estimate for the Livengood deposit covers an area of approximately 3.5 square kilometres and is based on 308 drill holes which have an average length of 270 metres and 11 trenches with an average length of 38 metres.  The geology has been modeled to represent the volumes of the different stratigraphic units on the property and these have been used to constrain the resource model.

Using a 0.5 g/t gold cutoff, the new estimate yielded an indicated resource of 8.1M ounces of gold and an inferred resource of 4.4M ounces of gold (Table 2).  Using a 0.7 g/t gold cutoff, the new resource yielded an indicated resource of 5.4M ounces of gold and an inferred resource of 2.8M ounces of gold (Table 3).  Using a 0.9 g/t gold cutoff, the new resource estimate yielded an indicated resource of 3.4M ounces gold at 1.36 g/t gold and inferred resource of 1.8M ounces gold at 1.46 g/t gold (Table 4).  These high-grade areas form large coherent bodies that could form important economic drivers for future mining studies.

The resource model for the deposit was developed using Multiple Indicator Kriging techniques.  Indicator variogram modeling was done on 10 metre composites.  Statistical analysis indicated that lithological controls on mineralization are very significant and consequently the resource model was heavily constrained by the lithological model developed by the Company.  Spatial statistics indicate that the mineralization shows very reasonable continuity within the range of anticipated operational cutoffs.  Bulk density was estimated on the basis of individual density measurements made on core samples and reverse circulation drill chips from each stratigraphic unit.  In total, 98 measurements were used.  Block density was assigned on the basis of the lithological model.  The resource model, with blocks 15 x 15 x 10 metres, was estimated using nine indicator thresholds.  A chang e-of-support correction was imposed on the model assuming 5 x 5 x 10 metre selectable mining units.  Classification of indicated and inferred was based on the estimation variance.

The geology of the holes around the margins of the currently drilled area indicates that the favourable host stratigraphy and alteration remain open laterally and at depth, thus indicating that the system could potentially be much larger than the current estimate.

Table 2 October 2009 Livengood Resources (at 0.50 g/t gold cutoff)

Classification	Gold Cutoff (g/t)	Tonnes (millions)	Gold (g/t)	Million Ounces Gold
Indicated	0.50	297	0.85	8.1
Inferred	0.50	164	0.84	4.4

Table 3 October 2009 Livengood Resources (at 0.70 g/t gold cutoff)

Classification	Gold Cutoff (g/t)	Tonnes (millions)		Gold (g/t)	Million Ounces Gold
Indicated	0.70	158	1.07		5.4
Inferred	0.70	78	1.11		2.8

Table 4 October 2009 Livengood Resources (at 0.90 g/t gold cutoff)

Classification	Gold Cutoff (g/t)	Tonnes (millions)	Gold (g/t)		Million Ounces Gold
Indicated	0.90	78		1.36	3.4
Inferred	0.90	38		1.46	1.8

The scale of the Livengood gold system is demonstrated by the size of the estimated resource using a 0.3 g/t cutoff (Table 5).  This resource forms a coherent body covering a lateral extent of three square kilometres and remains open in several directions.

Table 5 October 2009 Livengood Resources (at 0.30 g/t gold cutoff)

Classification	Gold Cutoff (g/t)	Tonnes (millions)	Gold (g/t)		Million Ounces Gold
Indicated	0.30	525		0.65	11.0
Inferred	0.30	336		0.61	6.6

This major expansion has highlighted the significant growth potential the Money Knob deposit at Livengood and has also demonstrated the continual enhancement of its potential production characteristics, as described below:

• The deposit is large and continues to grow; making it one of the top 5 North American gold deposits owned 100% by a junior.*
• The average grade of the resource has increased by 18% from the initial resource estimate in February, 2008 to the current resource (at the 0.50 g/t gold cutoff).
• The higher grade core areas of the deposit have continued to grow, with estimated resources (at a 0.70 g/t gold cutoff) of indicated gold increased by 86% and inferred gold increased by 27% (5.4M ounces gold indicated and 2.8M ounces gold inferred up from 2.9M ounces gold indicated and 2.2M ounces gold inferred in the June, 2009 resource estimate).  The estimated resources at a 0.30 g/t gold cutoff of indicated gold have increased by 115% and inferred gold have increased by 24% (11M ounces gold indicated and 6.6M ounces inferred up from 5.1M ounces gold indicated and 5.3M ounces gold inferred in the June 2009 resource estimate).  This continued growth of the 0.70 cutoff estimated resource has been driven by the discovery of new higher grade zones in and around the deposit (Figures 3 and 4).
• Approximately 60% of the deposit has been affected by varying degrees of oxidation, with 40% in the un-oxidized category.  The variably oxidized material in the deposit will be the focus of the initial mining-heap leach study.
• Much of the estimated resource added in the October 2009 update is from the new Sunshine and Northeast zones, where mineralization begins at surface and extends to depths of over 170 metres, forming a key element of the envisioned starter pit area of the deposit (Figure 2).

* Source: Thomas Weisel Partners The Gold Standard Oct 05, 09, Page 5: Large 5+ M oz Investable Takeover Targets Not Yet in Production

Figure 3: Resource model through Core Zone section 428925E illustrating the favourable geometry of the main Core Zone mineralization.

Figure 4: Resource model through Sunshine Zone section 429525E illustrating the geometry of the Sunshine Zone and the location of the Eastern Zone.

Preliminary Economic Assessment

On November 27, 2009, the Company filed a final version of the NI 43-101 Preliminary Economic Analysis (“PEA”) technical report (which includes the October 2009 resource update) entitled “October 2009 Summary Report on the Livengood Project, Tolovana District, Alaska”, dated October 31, 2009 and prepared by Paul D. Klipfel, Ph.D, CPG, Tim Carew P.Geo, and William Pennstrom Jr., MA (the “Report”), on SEDAR, and investors are urged to review the Report in its entirety.

The heap leach PEA produces a robust economic analysis for the project, yielding a life of project annual gold production of 459,000 recovered ounces of gold for 12.6 years, at a 0.78:1 strip ratio, producing a pre-tax NPV^(5%) of USD 440M, with an IRR of 14.6% using a USD 850 per ounce gold price (Table 6).  The study also shows the deposit has a considerable leverage to gold price, with a pre-tax NPV^(5%) of USD 1.291B and an IRR of 30.3% at a USD 1,050 per ounce gold price (Table 7).

Importantly, the PEA covers only the heap leach, oxide component of the October 2009 estimated resources, with approximately 40% of the deposit (un-oxidized mineralization) excluded pending the addition of a milling circuit.  The current ongoing milling metallurgical test work suggests that high gold recoveries can be obtained from all ore types utilizing an initial gravity concentration circuit followed by standard CIL processing of the tails.  A second PEA on a joint mill - heap leach operation with an updated resource estimate (addition of data from 70 drill holes) is anticipated for release in the second quarter of 2010.

#

Table 6 Livengood Project - Heap Leach PEA – Base Case Summary (all values in USD and based on USD 700 Whittle optimized pit shell, 0.35 g/t gold cut-off)
In-pit resource - Indicated :	308Mt @ 0.68 g/t gold for 6.7M contained ounces gold
In-pit resource - Inferred	132Mt @ 0.71 g/t gold for 3.0M contained ounces gold
Over all strip ratio of :	1 to 0.78 (ore to waste)
Annual gold production:	459,033 ounces, total of 5,783,813 recoverable ounces
Average gold recovery:	60%
Mining rate:	100,000 ore tonnes per day, 178,000 total tonnes per day
Mining cost per tonne:	$1.80
Processing cost per tonne:	$3.80
G&A cost per tonne:	$0.60
Cost per ounce:	$533
Initial capital costs:	$665M, life of project sustaining capital of $297M
Contingency:	20%

The Company cautions that the PEA is preliminary in nature, and includes inferred mineral resources that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves.  Mineral resources that are not mineral reserves do not have demonstrated economic viability.  Accordingly, there can be no certainty that the results estimated in the PEA will be realized.  The PEA results are only intended as an initial first-pass review of the potential project economics based on preliminary information.

Table 7

Base Case Gold Price Sensitivity Analysis

(all values in USD)

Gold Price	NPV(5%) (M)	NPV(7.5%) (M)	IRR (%)
$850	$440	$293	14.6%
$950	$867	$660	22.7%
$1,050	$1,291	$1,029	30.3%

The initial stage, heap leach PEA, utilizes the October 2009 resource estimate, which includes all assays completed through September 24, 2009 (308 diamond and reverse circulation holes for a total of 83,200 metres).  The economic analysis of this option involved a Whittle pit optimization study at various gold prices using a 100,000 tonne per day production scenario (Table 8).  The Whittle pit study assessed the combined indicated and inferred resource base to assess key production and economic break points at various gold prices.  From the Whittle study a base case production scenario was selected using the USD 700 Whittle pit which was then optimized resulting in the final break out of resource classification, strip ratio and cash cost shown in Table 8 (using cut-off grade of 0.35 g/t gold).  A life of mine, mining and production plan was combined with initial and sustaining capital estim ates and evaluated at USD 850, 950 and 1,050 gold prices using a 5% and 7.5% discount rate to assess the project’s sensitivity to gold prices and discount rates (Table 7).  The results of this study highlight the potential value of this initial stage of the Livengood project as well as its high leverage to gold price.

Table 8

Whittle Pit Gold Price Sensitivity Analysis

(all values in USD)

Gold Price	Ore Tonnes	100,000 tpd Mine Life	Strip Ratio (waste-ore)	Recovered Ounces Gold	Cash Cost   ($/ounce gold)
$500	164,321,273	5	0.43	2,446,269	428
$600	283,997,638	8	0.61	3,961,507	481
$700	452,756,169	13	0.73	5,844,700	536
$800	589,589,120	17	0.78	7,186,966	577
$900	652,803,833	19	0.83	7,782,858	597

Figure 5: View of the USD 700 pit and resource blocks mined in the Whittle optimization.  Yellow blocks have average grades of greater than 0.5g/t Gold and red blocks have average grades of greater than 0.7g/t Gold.  The main pit is developed on the Core Zone.  The upper right area is the Sunshine Zone.

Future Work

The Livengood mineralization remains open in a number of directions particularly to the west, east and at depth.  The Company will begin its initial 2010 resource expansion drilling campaign in early February, 2010, which will focus on expanding the higher grade Southwest Zone of the deposit as well as key infill holes to join the Sunshine Zone with the Core Zone in the heart of the deposit.  The results from the first 20,000 metre phase of 2010 drilling will be incorporated into an updated resource estimate scheduled for the end of the second quarter of 2010.

Coffee Dome Project

The initial phase of the Coffee Dome drilling program included five core holes, totalling 1356 metres, which were drilled to test two of the three priority target areas, UAF and Zesiger (Figure 6).  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.  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 (Table 9).  The Company 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 6: Soil geochemical anomalies at the Coffee Dome Project
showing the widespread distribution of anomalous gold.

UAF Target

The UAF target is focused along a projected northeast trending structural zone which appears to be steeply dipping to the south (Figure 6).  The target has coincident resistivity and high-grade gold in soil anomalies and, 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 7: 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.

Table 9: 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

Table 10: Fault-hosted veins from Coffee Dome - Trench Results from 2007 Trenching

Trench	Distance (m)	Width (m)	Gold (g/t)	Silver (g/t)	Arsenic (ppm)	Antimony (ppm)	Bismuth (ppm)	Tellurium (ppm)
520	22.5	0.02	167.5	27.0	2970	9.1	443	33
	23.3	0.02	137.5	32.2	2790	8.9	365	32
	29.0	0.02	0.3	0.4	1400	3.5	23	12
550	34.5	0.06	11.4	5.7	5120	11.0	37	12
	35.0	0.06	5.6	2.8	822	4.1	40	8
	37.0	0.50	0.8	0.6	2380	5.6	7	3
	37.3	0.04	7.0	4.6	4810	11.1	29	5
	38.3	0.40	3.0	5.1	4690	13.6	33	8
	134.0	0.05	2.6	2.5	5430	13.2	11	2
590	37.2	0.10	0.0	0.1	1730	1.8	0.3	0.03
620	66.5	0.08	6.2	4.3	6730	24.0	38	10

Implications and Further Work

The 2009 drilling program represents the first time the property has ever been drilled.  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.  However, given the Company’s primary focus on the Livengood Project, it is uncertain when further field work will be carried out at Coffee Dome.

Chisna Project JV

Pursuant to an option/joint venture agreement dated November 2, 2009 between the Company and Ocean Park Ventures Corp., a public company listed on the NEX board of the TSXV (“OPV”), an Alaskan subsidiary of OPV (“Subco”) and Raven Gold Alaska Inc. (“Raven”), a subsidiary of the Company, will form a joint venture (the “JV”) for the purpose of exploring and developing the Chisna Copper/Gold Project located in the Hartman Mining District of South Central Alaska.  The Chisna Project consists of 646 State of Alaska unpatented lode mining claims currently held by Talon Gold Alaska, Inc. (“Talon”), a wholly owned subsidiary of the Company, which will be transferred to Raven.  The target area is part of a belt 65 kilometres long and 15 kilometres wide extending from Slate Creek (30 kilometres northeast of Paxson) to Slana on the Tok Cut off Highway.  Access is via aircraft, or winter roads from the Tok Cutoff Highway near Slana.

Joint - Venture Agreement Background

The initial interests of Subco and Raven in the JV will be 51% and 49% respectively.  Raven's initial contribution to the JV will be its interest in the Chisna Project.  Subco's contribution to the JV will be funding for the JV totalling USD 20,000,000 over five years, of which USD 5,000,000 must be provided during the first year.  This first year amount will be reduced to USD 2,000,000 if, at any time during such year, the London PM gold fix price and the LME closing copper price are each below USD 700/oz and USD 1.70/lb, respectively, for a period of 10 consecutive trading days.  If Subco fails to fund any portion of the initial USD 5,000,000 (or USD 2,000,000 as applicable) in the first year, Raven will be entitled to terminate the JV and OPV and Subco will be jointly indebted to Raven for the difference between USD 5,000,000 (or USD 2,000,000 as applicable) and th e amount actually funded.

Raven will be the operator of the JV during the first two years.  After two years, Subco will be entitled to assume the operatorship of the JV and to maintain operatorship until and unless it ceases to hold a majority interest in the JV.  Any work program proposed by the operator will be subject to approval by a five member JV management committee.  After Subco has completed its USD 20,000,000 initial contribution, the JV participant with the greatest interest in the JV will be entitled to nominate three members of the management committee.

If Subco funds the entire USD 20,000,000 within the five year period, it will have the option to acquire a further 19% interest in the JV by producing a positive bankable feasibility study in respect of the Chisna Project within five years after electing to exercise such option, and by funding any additional exploration required to produce such a study.  The feasibility study must support a mining operation at a minimum level of 300,000 ounces per year of gold equivalent production.

In consideration for the Company providing the resources for Raven to enter into the JV, OPV will issue 200,000 common shares to the Company following satisfaction of the conditions precedent to the formation of the JV and an additional 200,000 shares each anniversary thereafter, to a total of 1,000,000 shares, provided the JV is in good standing.

The formation of the JV, and the rights of OPV/Subco under the JV Agreement, were subject to a pre-emptive right in favour of AngloGold, which was waived by AngloGold on November 17, 2009.  Consequently, Subco and Raven proceeded with the JV, and will be bound by the existing Indemnity and Pre-emptive Rights Agreement among AngloGold, the Company and Talon, as provided for in the AngloGold Agreement.  The principal effect of that agreement on the JV will be indemnity provisions relating to the Chisna Project, and AngloGold will have no further pre-emptive right in respect of the Chisna Project.

The formation of the JV is subject to certain conditions precedent, including the transfer of the Chisna Project claims to Raven (presently underway), and the acceptance of the JV Agreement by the TSX Venture Exchange on behalf of OPV.

Figure 8: Location of the Chisna Project, Alaska

Chisna Project Summary

The Chisna Project is located in South Central Alaska on the south side of the Alaska Range.  The project consists of a total of 35,370 hectares (87,400 acres) of State of Alaska mining claims in 5 blocks, owned 100% by the Company, and targets previously unrecognized copper-gold-silver porphyry-style mineralization in late Paleozoic rocks intruded by magmas of the Cretaceous Porphyry Belt.  The Chisna project contains a number of grassroots surface discoveries made by the Company in 2006 and 2007 which were the focus of the most recent follow-up work by the Company in 2008 (see news releases 06-13, 07-17, 07-21, 07-30 and 08-23).

Nevada Projects

North Bullfrog Project

Acquisition of Redstar Interest

On October 9, 2009, the Company completed the acquisition of the interests of Redstar Gold Corp. and Redstar Gold U.S.A. Inc. in the North Bullfrog project (including the Connection and Mayflower properties), thereby giving the Company 100% ownership of the project.  Consideration for the acquisition was a cash payment of $250,000 and the issuance of 200,000 common shares (which have a hold period expiring on February 10, 2010).

The completion of the acquisition will eliminate the Company’s current vesting requirements to earn a 60% interest under the existing March 15, 2007 option agreement, which included a remaining approximately $1,400,000 expenditure requirement plus the issuance of 10,000 common shares, as well as the requirement to produce a feasibility study to earn an additional 10% interest (for a total of 70%) in the North Bullfrog Project.

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 MD&A and has approved the disclosure herein.  Mr. Pontius is not independent of ITH, as he is the President and CEO and holds common shares and incentive stock options.

Tim Carew, Paul Klipfel and William Pennstrom Jr. prepared the Report, which contains the updated October 2009 resource estimate and the initial PEA for the Livengood Deposit.

Tim Carew, P.Geo., of Reserva International, LLC., a mining geo-scientist, is a Professional Geoscientist in the Province of British Columbia (No. 18453).  Mr. Carew has a B.Sc. degree in Geology, an M.Sc in Mineral Production Management and more than 34 years of relevant geological and mining engineering experience in operating, corporate and consulting environments.  Both Mr. Carew and Reserva International, LLC. are independent of the Company under NI 43-101.

Dr. Paul D. Klipfel, Ph.D., AIPG, is a consulting economic geologist employed by Mineral Resource Services Inc.  Dr. Klipfel has a PhD in economic geology and more than 28 years of relevant experience as a mineral exploration geologist.  He is a Certified Professional Geologist [CPG 10821] by the American Institute of Professional Geologists.  Both Dr. Klipfel and Mineral Resource Services Inc. are independent of the Company under NI 43-101.

Mr. William J. Pennstrom, Jr., of Pennstrom Consulting Inc., is a consulting metallurgical engineer.  Mr. Pennstrom has a BS degree in Metallurgical Engineering and a Masters degree in business management.  He has more than 26 years of relevant experience as a metallurgist, having functioned as an operator, engineer, and process consultant over this time frame.  Mr. Pennstrom is also a Qualified Professional (QP) member of the Mining and Metallurgical Society of America.  Both Mr. Pennstrom and Pennstrom Consulting Inc. are independent of the Company under NI 43-101.

The work programs at Livengood and Coffee Dome were designed and supervised by Dr. Russell Myers, Vice President, Exploration, and Chris Puchner, Chief Geologist (CPG 07048), of the Company, who are responsible for all aspects of the work, including the quality control/quality assurance program.  On-site personnel at the project photograph the core from each individual borehole prior to preparing the split core.  Duplicate reverse circulation drill samples are collected with one split sent for analysis.  Representative chips are retained for geological logging.  On-site personnel at the project log and track all samples prior to sealing and shipping.  All sample shipments are sealed and shipped to ALS Chemex in Fairbanks, Alaska for preparation and then on to ALS Chemex in Vancouver, B.C. for assay.  ALS Chemex’s quality system complies with the requirements for the Internatio nal 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.

Risk Factors

Due to the nature of the Company’s proposed business and the present stage of exploration of its Alaskan and Nevada property interests (which are primarily early stage exploration properties with no known reserves), the following risk factors, among others, will apply:

Mining Industry is Intensely Competitive:  The Company’s business is the acquisition, exploration and development of mineral properties.  The mining industry is intensely competitive and the Company will compete with other companies that have far greater resources.

Resource Exploration and Development is Generally a Speculative Business:  Resource exploration and development is a speculative business and involves a high degree of risk, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in size to return a profit from production.  The marketability of natural resources that may be acquired or discovered by the Company will be affected by numerous factors beyond the control of the Company.  These factors include market fluctuations, the proximity and capacity of natural resource markets, government regulations, including regulations relating to prices, taxes, royalties, land use, importing and exporting of minerals and environmental protection.  The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.  The great majority of exploration projects do not result in the discovery of commercially mineable deposits of ore.

Fluctuation of Metal Prices: Even if commercial quantities of mineral deposits are discovered by the Company, there is no guarantee that a profitable market will exist for the sale of the metals produced.  Factors beyond the control of the Company may affect the marketability of any substances discovered.  The prices of various metals have experienced significant movement over short periods of time, and are affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods.  The supply of and demand for metals are affected by various factors, including political events, economic conditions and production costs in major producing regions.  There can be no assurance that the price of the minerals that may be contained in any mineral deposit that may be discovered by the Company will be such that such property could be mined at a profit.

Permits and Licenses:  The operations of the Company will require licenses and permits from various governmental authorities.  There can be no assurance that the Company will be able to obtain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at its projects.

No Assurance of Profitability:  The Company has no history of earnings and, due to the nature of its business, there can be no assurance that the Company will ever be profitable.  The Company has not paid dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future.  The only present source of funds available to the Company is from the sale of its common shares or, possibly, from the sale or optioning of a portion of its interest in its mineral properties.  Even if the results of exploration are encouraging, the Company may not have sufficient funds to conduct the further exploration that may be necessary to determine whether or not a commercially mineable deposit exists.  While the Company may generate additional working capital through further equity offerings or through the sale or possible syndication of its properties, there can be n o assurance that any such funds will be available on favourable terms, or at all.  At present, it is impossible to determine what amounts of additional funds, if any, may be required.  Failure to raise such additional capital could put the continued viability of the Company at risk.

Uninsured or Uninsurable Risks:  The Company may become subject to liability for pollution or hazards against which it cannot insure or against which it may elect not to insure where premium costs are disproportionate to the Company’s perception of the relevant risks.  The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and production activities.

Government Regulation:  Any exploration, development or mining operations carried on by the Company will be subject to government legislation, policies and controls relating to prospecting, development, production, environmental protection, mining taxes and labour standards.  In addition, the profitability of any mining prospect is affected by the market for precious and/or base metals which is influenced by many factors including changing production costs, the supply and demand for metals, the rate of inflation, the inventory of metal producing corporations, the political environment and changes in international investment patterns.

Environmental Matters:  Existing and possible future environmental legislation, regulations and actions could cause significant expense, capital expenditures, restrictions and delays in the activities of the Company, the extent of which cannot be predicted and which may well be beyond the capacity of the Company to fund.  The Company’s right to exploit any mining properties will be subject to various reporting requirements and to obtaining certain government approvals and there can be no assurance that such approvals, including environment approvals, will be obtained without inordinate delay or at all.

Insufficient Financial Resources/Share Price Volatility:  While the Company believes that it has sufficient financial resources to carry on all its presently planned activities for the next 24 months, the Company does not have sufficient financial resources to carry on such activities beyond such time or to place any of its mineral properties into production.  In the future, the Company’s ability to continue its exploration, assessment, and development activities depends in part on the Company’s ability to commence operations and generate revenues or to obtain financing through joint ventures, debt financing, equity financing, production sharing arrangements or some combination of these or other means.  There can be no assurance that any such arrangements will be concluded and the associated funding obtained.  There can be no assurance that the Company will commence operatio ns and generate sufficient revenues to meet its obligations as they become due or will obtain necessary financing on acceptable terms, if at all.  The failure of the Company to meet its on-going obligations on a timely basis will likely result in the loss or substantial dilution of the Company’s interests (as existing or as proposed to be acquired) in its properties.  The Company’s priority is to maintain its Livengood project, and it would likely relinquish all other property interests in order to maintain its interest in Livengood.  In addition, should the Company incur significant losses in future periods, it may be unable to continue as a going concern, and realization of assets and settlement of liabilities in other than the normal course of business may be at amounts significantly different from those reflected in its current financial statements.

Recent market events and conditions, including disruptions in the Canadian, United States and international credit markets and other financial systems and the deterioration of the Canadian, United States and global economic conditions, could, among other things, impede access to capital or increase the cost of capital, which would have an adverse effect on the Company’s ability to fund its working capital and other capital requirements.

In 2007, 2008 and into 2009, the U.S. credit markets began to experience serious disruption due to a deterioration in residential property values, defaults and delinquencies in the residential mortgage market (particularly, subprime and non-prime mortgages) and a decline in the credit quality of mortgage backed securities.  These problems led to a slow-down in residential housing market transactions, declining housing prices, delinquencies in non-mortgage consumer credit and a general decline in consumer confidence.  These conditions continued and worsened in 2008 and early 2009, causing a loss of confidence in the broader U.S. and global credit and financial markets and resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, less liquidity, widening of credit spreads, a lack of price transparency, inc reased credit losses and tighter credit conditions.  Notwithstanding various actions by the U.S. and foreign governments, concerns about the general condition of the capital markets, financial instruments, banks, investment banks, insurers and other financial institutions caused the broader credit markets to further deteriorate and stock markets to decline substantially.  In addition, general economic indicators have deteriorated, including declining consumer sentiment, increased unemployment and declining economic growth and uncertainty about corporate earnings.

These unprecedented disruptions in the current credit and financial markets have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies, particularly junior resource exploration companies such as the Company.  These disruptions could, among other things, make it more difficult for the Company to obtain, or increase its cost of obtaining, capital and financing for its operations.  The Company’s access to additional capital may not be available on terms acceptable to the Company or at all.

In recent months, worldwide securities markets, particularly those in the United States and Canada, have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those considered exploration or development stage companies, have experienced unprecedented declines in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies.  Most significantly, the share prices of junior natural resource companies have experienced an unprecedented decline in value and there has been a significant decline in the number of buyers willing to purchase such securities.  In addition, significantly higher redemptions by holders of mutual funds has forced many of such funds (including those holding the Company’s securities) to sell such securities at any price.  As a consequence, despite the Company’s past success in securing significant equity financing, market forces may render it difficult or impossible for the Company to secure placees to purchase new share issues at a price which will not lead to severe dilution to existing shareholders, or at all.  Therefore, there can be no assurance that significant fluctuations in the trading price of the Company’s common shares will not occur, or that such fluctuations will not materially adversely impact on the Company’s ability to raise equity funding without significant dilution to its existing shareholders, or at all.

Financing Risks:  The Company has limited financial resources, has no source of operating cash flow and has no assurance that additional funding will be available to it for further exploration and development of its projects or to fulfil its obligations under any applicable agreements.  Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing will be favourable.  Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of its projects with the possible loss of such properties.

Dilution to the Company’s Existing Shareholders:  The Company may require additional equity financing be raised in the future.  The Company may issue securities on less than favourable terms to raise sufficient capital to fund its business plan.  Any transaction involving the issuance of equity securities or securities convertible into common shares would result in dilution, possibly substantial, to present and prospective holders of common shares.

Foreign Counties and Regulatory Requirements:  All of the mineral properties held by the Company are located in the United States of America where mineral exploration and mining activities may be affected in varying degrees by political instability, expropriation of property and changes in government regulations such as tax laws, business laws, environmental laws and mining laws, affecting the Company’s business in that country.  Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business, or if significant enough, may make it impossible to continue to operate in the country.  Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, foreign exchange restrictions, export controls, income taxes, expropriation of property, environmental l egislation and mine safety.

Dependence Upon Others and Key Personnel:  The success of the Company’s operations will depend upon numerous factors, many of which are beyond the Company’s control, including (i) the ability to design and carry out appropriate exploration programs on its mineral properties; (ii) the ability to produce minerals from any mineral deposits that may be located; (iii) the ability to attract and retain additional key personnel in exploration, marketing, mine development and finance; and (iv) the ability and the operating resources to develop and maintain the properties held by the Company.  These and other factors will require the use of outside suppliers as well as the talents and efforts of the Company and its consultants and employees.  There can be no assurance of success with any or all of these factors on which the Company’s operations will depend, or that the Company will b e successful in finding and retaining the necessary employees, personnel and/or consultants in order to be able to successfully carry out such activities.  This is especially true as the competition for qualified geological, technical and mining personnel and consultants is particularly intense in the current marketplace.

Currency Fluctuations:  The Company presently maintains its accounts in Canadian and United States dollars.  The Company’s operations in the United States of America and its payment commitments and exploration expenditures under the various agreements governing its rights to the Alaskan mineral properties are denominated in U.S. dollars, making it subject to foreign currency fluctuations.  Such fluctuations are out of its control and may materially adversely affect the Company’s financial position and results.

United States General Mining Law of 1872:  In recent years, the U.S. Congress has considered a number of proposed amendments to the United States General Mining Law of 1872, as amended (the “General Mining Law”), which governs mining claims and related activities on U.S. federal lands (such as in connection with certain areas of the Company’s North Bullfrog and Painted Hills projects).  Although no such legislation has been adopted to date, there can be no assurances that such legislation will not be adopted in the future.  If ever adopted, such legislation could, among other things, impose royalties on gold production from currently unpatented mining claims located on U.S. federal lands.  If such legislation is ever adopted, it could reduce the amount of future exploration and development activity conducted by the Company on such U.S. federal lands. In addition, in 1992, a holding fee of $100 per claim was imposed upon unpatented mining claims located on U.S. federal lands.  In October 1994, a moratorium on the processing of new patent applications was approved.  While such moratorium currently remains in effect, its future is unclear.

Uncertainty of Resource Estimates/Reserves:  Unless otherwise indicated, mineralization figures presented in the Company’s filings with securities regulatory authorities, press releases and other public statements that may be made from time to time are based upon estimates made by Company personnel and independent geologists.  These estimates are imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable.  There can be no assurance that:

• these estimates will be accurate;

• reserves, resource or other mineralization figures will be accurate; or

• this mineralization could be mined or processed profitably.

Because the Company has not commenced production at any of its properties, and has not defined or delineated any proven or probable reserves on any of its properties, mineralization estimates for the Company’s properties may require adjustments or downward revisions based upon further exploration or development work or actual production experience.  In addition, the grade of ore ultimately mined, if any, may differ from that indicated by drilling results.  There can be no assurance that minerals recovered in small-scale tests will be duplicated in large-scale tests under on-site conditions or in production scale.  The resource estimates contained in the Company’s filings with securities regulatory authorities, press releases and other public statements that may be made from time to time have been determined and valued based on assumed future prices, cut-off grades and operating costs th at may prove to be inaccurate.  Extended declines in market prices for gold, silver, copper or other metals may render portions of the Company’s mineralization uneconomic and result in reduced reported mineralization.  Any material reductions in estimates of mineralization, or of the Company’s ability to extract this mineralization, could have a material adverse effect on the Company’s results of operations or financial condition.  The Company has not established the presence of any proven and probable reserves at any of its mineral properties. There can be no assurance that subsequent testing or future studies will establish proven and probable reserves at any of the Company’s mineral properties.  The failure to establish proven and probable reserves could restrict the Company’s ability to successfully implement its strategies for long-term growth.

Title to Mineral Properties:  Although the Company has taken steps to verify the title to the mineral properties in which it has or has a right to acquire an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee title (whether of the Company or of any underlying vendor(s) from whom the Company may be acquiring its interest).  Title to mineral properties may be subject to unregistered prior agreements or transfers, and may also be affected by undetected defects or the rights of indigenous peoples.

Selected Financial Information

Selected Annual Information

Description	May 31, 2009 $	May 31, 2008 $	May 31, 2007 $
	(annual)	(annual)	(annual)
Interest Income	126,402	603,094	248,591
Consulting (including stock-based compensation)	1,847,672	293,270	3,465,383
Property investigation	120,194	110,809	128,535
Professional fees	442,891	203,428	187,663
Investor relations	774,680	782,650	734,593
Foreign exchange gain	181,558	116,912	9,193
Loss for the year	(9,773,923)	(2,420,090)	(8,666,021)
Per share	(0.22)	(0.06)	(0.32)
Total Current Assets	32,845,989	11,325,201	22,119,247
Mineral Properties	33,417,566	23,151,228	13,387,113
Long term financial liabilities	0	0	0
Cash dividends	N/A	N/A	N/A

The variation seen over such years is primarily dependent upon the success of the Company’s ongoing property evaluation and acquisition program and the timing and results of the Company’s exploration activities on its current properties, none of which are possible to predict with any accuracy.  The variation in income is related to the interest earned on funds held by the Company which, being dependent upon the success of the Company in raising the required financing for its activities, is also difficult to predict.

Summary of Quarterly Results

Description	November 30, 2009	August 31, 2009	May 31, 2009	February 28, 2009	November 30, 2008	August 31, 2008	May 31, 2008	February 29, 2008
Interest Income	$ 32,077	$      26,728	$ 13,697	$ 10,040	$ 32,012	$ 70,653	$ 107,915	$ 152,319
Net loss for  Period	(3,187,616)	(860,359)	(3,168,530)	(1,850,180)	(3,919,265)	(835,948)	(372,907)	(1,070,039)
Per share	(0.05)	(0.07)	(0.07)	(0.04)	(0.09)	(0.02)	(0.01)	(0.03)

Results of Operations

For the six months ended November 30, 2009, the Company had a net loss of $4,047,975 or $0.07 per share as compared to a net loss of $4,755,213 or $0.11 per share in the comparative period of the prior year.  The following discussion explains the variations in the key components of these numbers but, as with most junior mineral exploration companies, the results of operations are not the main factor in establishing the financial health of the Company.  Of far greater significance are the mineral properties in which the Company has, or may earn an interest, its working capital and how many shares it has outstanding.  Quarterly results can vary significantly depending on whether the Company has abandoned any properties or granted any stock options.

Six months ended November 30, 2009 compared with six months ended November 30, 2008

For six months ended November 30, 2009, the Company had a net loss of $4,047,975 or 0.07 per share, as compared to a net loss of $4,755,213 or 0.11 per share in the comparative period of the prior year.  The decreased loss of $707,238 in the current period was due to a combination of factors as follows:

General and administrative (operating) expenses for the period totalled $3,562,729 compared to $3,148,757 in 2008.  During the current period, some expense categories increased significantly when compared with the comparative period of the prior year.  Wages and benefits increased to $2,175,275 (2008 - $907,555) due to bonuses totalling $1,657,562 paid to the certain officers and employees.  Professional fees increased to $271,222 (2008 - $118,075) as a result of increased accounting and legal fees trailing the financing activities completed in the fourth quarter of the fiscal year ended May 31, 2009.  Consulting fees decreased to $423,129 (2008 - $1,071,030) as a result of reduced stock based compensation (“SBC”) charges of $Nil (2008 - $971,96) being slightly offset by an increase in the number of consulting personnel and an increase in directors fees, both of which are commensur ate with increased corporate and exploration activities in the current period.  Investor relations expense decreased to $328,040 (2008 - $547,988) due to a lower allocation for SBC expenses of $40,388 (2008 - $286,979).  Property investigation expense decreased to $1,249 compared to $92,923 for the comparative period in prior year due to exploration activities being focused on the Livengood Project in Alaska.

Insurance costs increased to $75,047 (2008 – $57,492) due to increased coverage for general liability and contractor equipment now required for the level of exploration activity currently underway.  Other expenses categories which reflected only moderate change period over period were office expenses of $77,167 (2008- $70,227), regulatory expenses of $29,608 (2008 - $28,198) and rent expenses of $56,002 (2008 - $52,420).

Other items amounted to a loss of $485,246 compared to a loss of $1,606,456 in the same period of the prior year.  The decreased loss in the current period resulted from lower mineral property write-offs (BMP property in this period) of $576,222 (2008 - $1,614,458) offset by slightly lower interest income of $58,805 (2008 - $102,664) which was caused by lower interest rates and the timing of the Company’s recent financings (during the last quarter of the fiscal year ended May 31, 2009).  Decreased foreign exchange gains of $9,421 (2008 - $113,878) and the unrealized gain (loss) on held for trading investments of $22,750 (2008 – ($201,500)) are both the result of factors outside of the Company’s control.

Three months ended November 30, 2009 compared with three months ended November 30, 2008

For three months ended November 30, 2009, the Company had a net loss of $3,187,616 or $0.05 per share as compared to a net loss of $3,919,265 or $0.05 per share for the comparative period of the prior year.  The decreased loss of $731,649 in the current period was due to a combination of factors as follows:

General and administrative (operating) expenses for the period totalled $2,677,276 compared to $2,431,809 in 2008.  During the current quarter, some expense categories increased or decreased significantly when compared with the comparative period of the prior year.  Consulting fees decreased to $236,354 (2008 - $1,026,030) due to the SBC charges of $971,963 in the comparative period of prior year versus $Nil in the current period.  Professional fees increased to $103,188 (2008 - $56,488) as a result of increased accounting and legal fees trailing the financing activities completed in the fourth quarter of the fiscal year ended May 31, 2009.  Wages increased to $1,958,366 (2008 – $728,755) due to bonuses of $1,657,562 paid to certain officers and employees.  Investor relations expenses decreased to $224,430 (2008 - $387,363) due to a lower allocation for SBC charges of $26,925 (2008 - $246,890).

Other items amounted to a loss of $510,340 compared to a loss of $1,487,456 in the same period of the prior year.  The decreased loss in the current period resulted primarily from lower mineral property write-offs of $576,222 (2008 - $1,614,458) and the unrealized gain (loss) on held for trading investments of $6,500 (2008 – ($68,250)), partially offset by a decrease in interest income of $27,305 (2008 - $163,240) which was caused by lower interest rates and the timing of the Company’s recent financings (during the last quarter of the fiscal year ended May 31, 2009), and decreased foreign exchange gains of $27,305 (2008 - $163,240).

Stock-based compensation

SBC charges for the six months ended November 30, 2009 of $40,388(2008 - $1,769,051) were allocated as follows:

Six months ended November 30, 2009	Before allocation	Stock-based compensation	After Allocation
Investor relations	$               287,652	$             40,388	$      328,040

Six months ended November 30, 2008	Before allocation	Stock-based compensation	After Allocation
Investor relations	$             261,009	$           286,979	$       547,988
Consulting	99,067	971,963	$    1,071,030
Wages	397,446	510,109	$       907,555
		$       1,769,051

SBC charges for the three months ended November 30, 2009 of $26,925(2008 - $1,728,962) were allocated as follows:

Three months ended November 30, 2009	Before allocation	Stock-based compensation	After Allocation
Investor relations	$               197,505	$             26,925	$      224,430

Three months ended November 30, 2008	Before allocation	Stock-based compensation	After Allocation
Investor relations	$             140,473	$           246,890	$       387,363
Consulting	54,067	971,963	$    1,026,030
Wages	218,646	510,109	$       728,755
		$       1,728,962

Liquidity and Capital Resources

The Company has no revenue generating operations from which it can internally generate funds.  To date, the Company’s ongoing operations have been predominantly financed by the sale of its equity securities by way of private placements and the subsequent exercise of share purchase warrants and broker warrants and options issued in connection with such private placements.  However, the exercise of warrants/options is dependent primarily on the market price and overall market liquidity of the Company’s securities at or near the expiry date of such warrants/options (over which the Company has no control) and therefore there can be no guarantee that any existing warrants/options will be exercised.  In addition, the Company can raise funds through the sale of interests in its mineral properties.  This situation is unlikely to change until such time as the Company can develop a bankable feasibility study on one of its projects.  When acquiring an interest in mineral properties through purchase or option the Company will sometimes issue common shares to the vendor or optionee of the property as partial or full consideration for the property interest in order to conserve its cash.

At the present time the Company believes it has sufficient funding to carry on its planned operations for the next 18 months, and does not contemplate that it will be necessary to institute any specific cost saving measures or reductions in staff or consultants, or drop any additional properties, in response to current conditions in the equity or credit markets.  The Company also anticipates that the current slow-down in the junior resource exploration sector may also serve to reduce the cost of external services such as drilling, helicopter support and expediting, as will reduced fuel costs.  However, the Company would be required to raise additional financing in order to proceed with a feasibility study at the Livengood project or to continue operations beyond such 18 month period.

As at November 30, 2009, the Company reported cash and cash equivalents of $19,844,063 compared to $28,449,036 and $32,489,341 as at August 31, 2009 and May 31, 2009.  The decrease in cash was the net result of the issuance of the shares for a private placement for gross proceeds and the issuance of the shares for stock purchase options and warrants of $4,052,138 ($787,140 for the three months ended November 30, 2009) less mineral property expenditures of $13,249,756 ($6,786,452 for the three months ended November 30, 2009) and general operating costs of $3,363,538 ($2,603,623 for the three months ended November 30, 2009) during the six month period.

As at November 30, 2009, the Company had working capital of $19,281,875, compared to a working capital of $27,254,436 and $32,459,316 as at August 31, 2009 and May 31, 2009.  The Company believes the current cash and cash equivalents will be sufficient for it to complete planned exploration programs on its currently held properties, and its currently anticipated general and administrative costs, for the next 18 months to May 31, 2011.

The Company expects that it will operate at a loss for the foreseeable future and that it will require additional financing to fund further exploration of current mineral properties, to acquire additional mineral properties and to continue its operations (including general and administrative expenses) beyond the fiscal year ending May 31, 2011.  The Company currently has no funding commitments or arrangements for additional financing at this time (other than the potential exercise of options or warrants) and there is no assurance that the Company will be able to obtain additional financing on acceptable terms, if at all.  There is significant uncertainty that the Company will be able to secure any additional financing in the current equity markets – see “Risk Factors – Insufficient Financial Resources/Share Price Volatility”.  The quantity of funds to be raised and the terms o f any proposed equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise.  Specific plans related to the use of proceeds will be devised once financing has been completed and management knows what funds will be available for these purposes.

The Company has no exposure to any asset-backed commercial paper.  Other than cash held by its subsidiaries for their immediate operating needs in Alaska and Nevada, all of the Company’s cash reserves are on deposit with a major Canadian chartered bank or invested in Government of Canada Treasury Bills or Banker’s Acceptances issued by major Canadian chartered banks.  The Company does not believe that the credit, liquidity or market risks with respect thereto have increased as a result of the current market conditions.  However, in order to achieve greater security for the preservation of its capital, the Company has, of necessity, been required to accept lower rates of interest which has also lowered its potential interest income.

The following table discloses the Company’s contractual obligations for optional mineral property payments and work commitments and committed office and equipment lease obligations.  The Company does not have any long-term debt or loan obligations.  Under the terms of several of the Company’s mineral property option and purchase agreements and the terms of the unpatented mineral claims held by it, the Company is required to make certain scheduled acquisition payments, incur certain levels of expenditures, make payments to government authorities and incur assessment work expenditures as summarized in the table below in order to maintain and preserve the Company’s interests in the related mineral properties.  If the Company is unable or unwilling to make any such payments or incur and such expenditures, it is likely that the Company would lose or forfeit its rights to acquire or hold the related mineral properties.  The following table assumes that the Company retains the rights to all of its current properties and completes the earn-ins for all of its current option agreements, and that none of its joint venture partners contribute following the Company having exercised its existing options.

Contractual Obligations	Payments Due by Period(4)
	Total	Prior to May 31, 2010 (6 months)	June 1, 2010 to May 31, 2013 (36 months)	June 1, 2013 to May 31, 2016 (36 months)
Mineral Property Leases(1)(2)	6,646,375	875,245	2,765,565	3,005,565
Option Agreements(1)	Nil	Nil	Nil;	Nil
Mining Claim Government Fees	4,648,035	666,265	1,990,885	1,990,885
Office and Equipment Lease Obligations(3)	1,016,253	84,933	465,660	465,660
Total Contractual Obligations	12,310,663	1,626,443	5,222,110	5,462,110

Notes:

1.

Does not include value of common shares required to be issued, but does include work expenditures required to be incurred under underlying leases.

2.

Does not include potential royalties that may be payable (other than annual minimum royalty payments).

3.

Assumes that current office and storage leases are extended beyond current termination dates at the same terms.

4.

Assumes CAD and USD at par.

Transactions with Related Parties

During the period, the Company paid $1,707,647, including bonuses of $1,290,000, (2008 - $221,886) in consulting, investor relations, wages and benefits to officers, directors and companies controlled by directors of the Company and $32,014 (2008 - $17,925) in rent and administration to a company with common officers and directors.  Professional fees of $37,450 (2008 - $Nil) were paid to a company related to an officer who is also a director of the Company.  These figures do not include any SBC charges.

At November 30, 2009, included in accounts payable and accrued liabilities was $Nil (May 31, 2009 - $Nil) in expenses owing to the directors and officer of the Company and $4,667 (May 31, 2009 - $4,667) to a company related by common directors.  Professional fees include amounts paid to a law firm of which an officer is a shareholder.

These amounts were unsecured, non-interest bearing and had no fixed terms of repayment.  Accordingly, fair value could not be readily determined.

The Company has entered into a retainer agreement dated August 1, 2008 with Lawrence W. Talbot Law Corporation (“LWTLC”), pursuant to which LWTLC agrees to provide legal services to the Company.  Pursuant to the retainer agreement, the Company has agreed to pay LWTLC a minimum annual retainer of $50,000 (plus applicable taxes and disbursements).  The retainer agreement may be terminated by LWTLC on reasonable notice, and by the Company on one year’s notice (or payment of one year’s retainer in lieu of notice).  An officer of the Company is a director and shareholder of LWTLC.

These transactions with related parties have been valued in these financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Proposed Transactions

As at the date of this MD&A there are no proposed transactions that the board of directors, or senior management who believe that confirmation of the decision by the board is probable, have decided to proceed with.

Critical Accounting Estimates

The preparation of the Company’s financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Areas requiring the use of estimates in the preparation of the Company’s financial statements include the rates of amortization for equipment, the potential recovery of resource property interests, the assumptions used in the determination of the fair value of SBC and the determination of the valuation allowance for future income tax assets.  Management believes the estimates used are reasonable; however, actual results could differ materially from those estimates and, if so, would impact future results of operations and cash flows.

Changes in Accounting Policies Including Initial Adoption

Convergence with IFRS

In February 2008, the Canadian Accounting Standards Board confirmed that publicly accountable enterprises will be required to adopt International Financial Reporting Standards (“IFRS”) for fiscal years beginning on or after January 1, 2011, with earlier adoption permitted.  Accordingly, the conversion to IFRS will be applicable to the Company’s reporting no later than in the first quarter ending August 31, 2011, with restatement of comparative information presented.  The conversion to IFRS will impact the Company’s accounting policies, information technology and data systems, internal control over financial reporting, and disclosure controls and procedures.  A diagnostic assessment of the Company’s current accounting policies, systems and processes to identify the differences between current Canadian GAAP and IFRS has been completed but the effect on the Company’s co nsolidated financial position and results of operations has not yet been determined.  The Company intends to update the critical accounting policies and procedures to incorporate the changes required by converting to IFRS and the effect of these changes on its financial disclosures.

Financial Instruments and Other Instruments

The carrying values of the Company’s financial instruments, which include cash, marketable securities, GST recoverable, Government of Canada Treasury Bills, Banker’s Acceptances, accounts payable and accrued liabilities, and due to related parties, approximate their respective fair values due to their short-term maturity.  Due to the short term of all such instruments, the Company does not believe that it is exposed to any material risk with respect thereto.

The Company’s cash at November 30, 2009 was $19,844,063 of which $767,318 was held in US dollars.

The Company’s receivables and payables at November 30, 2009 were normal course business items that are settled on a regular basis.  The Company’s investment in Millrock Resources Inc. is carried at quoted market value, and is classified as “held for trading” for accounting purposes.  The Company has no current plans to dispose of any significant portion of its investment in Millrock.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to provide reasonable assurance that all relevant information required to be disclosed in the Company’s reports filed or submitted as part of the Company’s continuous disclosure requirements is gathered and reported to senior management, including the Company’s Chief Executive Officer and Chief Financial Officer, on a timely basis so that appropriate decisions can be made regarding public disclosure and such information can be recorded, processed, summarized and reported within the time periods specified by applicable regulatory authorities.

Management of the Company, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as at November 30, 2009 as required by Canadian securities laws.  Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer, have concluded that, as of November 30, 2009, the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Company’s annual filings and interim filings (as such terms are defined under Multilateral Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim Filings) and other reports filed or submitted under Canadian securities laws is recorded, processed, summarized and reported within the time periods specified by those laws and that material information i s accumulated and communicated to management of the Company, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow for accurate disclosure to be made on a timely basis.

Changes in Internal Control Over Financial Reporting

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP.  The Chief Executive Officer and Chief Financial Officer have concluded that there has been no change in the Company’s internal control over financial reporting during the six months ended November 30, 2009 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Disclosure of Outstanding Share Data

Shares

The authorized share capital consists of 500,000,000 common shares without par value.  As at November 30, 2009 there were 58,281,049 common shares issued and outstanding, and as at the date of this MD&A there were 59,842,047 shares outstanding.

Options

A summary of the status of the stock option plan as of November 30, 2009, and changes during the six months ended November 30, 2009 is presented below:

Stock option transactions are summarized as follows:

	Six months ended November 30, 2009		Year ended May 31, 2009 (audited)
	Number of Shares	Weighted Average  Exercise Price	Number of Shares	Weighted Average Exercise Price
Options outstanding, opening:	5,645,000	$        2.13	4,589,175	$        2.64
Granted		$           -	1,850,000	$        2.92
Exercised	(325,000)	$      (1.88)	(792,037)	$       (2.24)
Expired		$           -	(2,138)	$       (2.70)
Options outstanding, ending:	5,320,000	$        2.15	5,645,000	$         2.13

Stock options outstanding are as follows:

	November 30, 2009			May 31, 2009 (audited)
Expiry Date	Exercise Price	Number of Shares	Exercisable at Period End	Exercise Price	Number of Shares	Exercisable at Year End
July 16, 2010	$1.75	2,585,000	2,585,000	$1.75	2,810,000	2,810,000
July 16, 2010	$1.75	685,000	685,000	$1.75	755,000	755,000
January 16, 2010	$1.52	130,000	130,000	$1.52	130,000	130,000
February 1, 2010	$2.15	100,000	100,000	$2.15	100,000	100,000
March 12, 2011	$2.66	885,000	837,500	$2.66	885,000	801,875
May 20, 2011	$3.15	965,000	965,000	$3.15	965,000	965,000
		5,320,000	5,275,500		5,645,000	5,561,875

During the six months ended November 30, 2009, no incentive stock options have been granted, and 325,000 incentive stock options at $1.75 have been exercised.  Subsequent to November 30, 2009, 1,525,660 incentive stock options were exercised for the total proceeds of $2,731,005.  Accordingly, as at the date of this MD&A, there were 3,794,340 stock options outstanding.

Warrants

Warrant transactions during the six months ended November 30, 2009 are summarized as follows:

	Six months ended November 30, 2009		Year ended May 31, 2008 (audited)
	Number of Warrants	Weighted Average Exercise Price	Number of Warrants	Weighted Average Exercise Price
Warrants exercisable, beginning of period	294,000	$2.95	13,384,666	$2.21
Issued – agent commission warrants	-	$    -	294,000	$2.95
Exercised	(59,793)	($2.95)	(11,017,044)	($2.33)
Expired	-	$    -	(2,367,622)	($1.66)
Warrants exercisable, end of period	234,207	$2.95	294,000	$2.95

Warrants outstanding as at November 30, 2009 are as follows:

	November 30, 2009		Year ended May 31, 2009 (audited)
	Number of Warrants	Weighted Average Exercise Price	Number of Warrants	Weighted Average Exercise Price
September 4, 2010 – commission warrants	234,207	$2.95	294,000	$2.95
Warrants exercisable, end of  period	234,207	$2.95	294,000	$2.95

During the six months ended November 30, 2009, no warrants have been granted, and 59,793 warrants at $2.95 per share have been exercised.  Subsequent to November 30, 2009, 65,337 share purchase warrants were exercised to acquire 65,337 common shares at $2.95 for the total proceeds of $192,744.  Accordingly, as at the date of this MD&A, there are 168,870 share purchase warrants outstanding, exercisable at $2.95.

Additional Sources of Information

Additional disclosures pertaining to the Company, including its most recent Annual Information Form, financial statements, management information circular, material change reports, press releases and other information, are available on the SEDAR website at www.sedar.com or on the Company’s website at www.ithmines.com.  Readers are urged to review these materials, including the technical reports filed with respect to the Company's mineral properties.

EX-3

Form 52-109F2

Certification of interim filings - full certificate

I, Jeffrey A. Pontius, the Chief Executive Officer of International Tower Hill Mines Ltd., certify the following:

1.

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of International Tower Hill Mines Ltd. (the “issuer”) for the interim period ended November 30, 2009.

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1

Control framework:  The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2

N/A

5.3

N/A

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on September 1, 2009 and ended on November 30, 2009 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: January 14, 2010

Jeffrey A. Pontius

Chief Executive Officer

EX-4

Form 52-109F2

Certification of interim filings - full certificate

I, Michael W. Kinley, the Chief Financial Officer of International Tower Hill Mines Ltd., certify the following:

1.

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of International Tower Hill Mines Ltd. (the “issuer”) for the interim period ended November 30, 2009.

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.

Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1

Control framework:  The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2

N/A

5.3

N/A

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on September 1, 2009 and ended on November 30, 2009 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:  January 14, 2010

(signed) Michael W. Kinley

Michael W. Kinley

Chief Financial Officer