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 February 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.	Press Release of the Registrant dated, February 11, 2010
2.	Material Change Report of the Registrant dated, February 11, 2010

	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: February 12, 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

NR10-04 February 11, 2010

International Tower Hill Receives Share Ownership Top-up Notice from AngloGold Ashanti

Vancouver, B.C……..International Tower Hill Mines Ltd. (“ITH” or the “Company”) - (TSX: ITH, NYSE-A: THM, Frankfurt: IW9) is pleased to announce that AngloGold Ashanti (U.S.A.) Exploration Inc., a subsidiary of AngloGold Ashanti Limited (“AngloGold”), has 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 May 19, 2009, principally due to the exercise of incentive stock options, broker options and in connection with the purchase the interest of Redstar Gold Corp. in the Company’s North Bullfrog project.

As a consequence of AngloGold’s election to exercise its “top-up” right, the Company will sell to AngloGold, on a private placement basis, an aggregate of 67,965 common shares at a price of CAD 5.38 per share (reflecting the 5 day volume-weighted average price of the Company’s common shares on the TSX preceding February 10, 2010 less the maximum allowable discount (15%), as required by the provisions of the “top-up” right) for gross proceeds of CAD 365,899.54.  The private placement is subject to execution of formal documentation and the acceptance for filing thereof by the TSX and NYSE-Amex on behalf of the Company.  The common shares issued in the private placement will be subject to a hold period in Canada expiring 4 months plus one day after closing.  The net proceeds from the private placement are anticipated to be used by the Company for continued work on the L ivengood Gold project in Alaska, further work on its Alaska and Nevada mineral properties and general working capital.

The “top-up” provision, contained in the June 30, 2006 purchase agreement among AngloGold, the Company and Talon Gold Alaska, Inc. pursuant to which the Company acquired AngloGold’s Alaskan assets (including the Company’s flagship Livengood property), gives AngloGold the right, twice a year, to maintain its then current equity ownership percentage in the Company on an ongoing basis thereby avoiding dilution as a result of the issuance of shares by the Company in connection with property payments or warrant or option exercises.  AngloGold also has a separate right to participate in any equity financings by the Company up to its then pre-financing percentage equity interest.

The common shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the “1933 Act”), or any state securities laws, and are being issued pursuant to exemptions from registration requirements.

About International Tower Hill Mines Ltd.

International Tower Hill Mines Ltd. is a resource exploration company, focused in Alaska and Nevada, which controls a number of exploration projects representing a spectrum of early stage to the advanced multimillion ounce gold discovery at Livengood.  ITH is committed to building shareholder value through new discoveries while maintaining a majority interest in its key holdings, thereby giving its shareholders the maximum value for their investment.

On behalf of
INTERNATIONAL TOWER HILL MINES LTD.

(signed) Jeffrey A. Pontius

Jeffrey A. Pontius,
President and Chief Executive Officer

Contact Information:

Quentin Mai, Vice-President - Corporate Communications

E-mail: qmai@internationaltowerhill.com

Phone: 1-888-770-7488 (toll free) or (604)683-6332 / Fax: (604) 408-7499

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 27E of the Exchange Act.  All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the anticipated completion of the private placement to AngloGold Ashanti (U.S.A.) Exploration Inc. and the proposed use of the proceeds of the financing by the Company, are forward-looking statements.  Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct.  Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events.  The Company cautions investors that any forwar d-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, risks associated with the timing and pricing of the private placement.  Other risks and uncertainties are disclosed in the Company’s annual information form  filed with Canadian securities commission and its annual report on Form 40-F filed with the United States Securities and Exchange Commission, and other information released by the Company and filed with the appropriate regulatory agencies.  All of the Company's Canadian public disclosure filings may be accessed via www.sedar.comand its United States public disclosure filings may be accessed via www.sec.gov, and readers are urged to review these ma terials, including the technical reports filed with respect to the Company's mineral properties.

-30-

EX-2

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

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

Suite 1920 – 1188 West Georgia Street

Vancouver, BC, V6E 4A2

Phone:  604-683-6332 / Fax: 604-408-7499

Item 2. Date of Material Change

February 11, 2010

Item 3. News Release

The date of the press release issued pursuant to section 7.1 of National Instrument 51-102 with respect to the material change disclosed in this report is February 11, 2010.  The press release was issued in Vancouver, British Columbia through the facilities of the TSX Venture Exchange via Marketwire, Canada Stockwatch and Market News Publishing.

Item 4. Summary of Material Change

The Issuer Receives Share Ownership Top-up Notice from AngloGold Ashanti (USA) Exploration Inc.

Item 5. Full Description of Material Change

The Issuer is pleased to report that AngloGold Ashanti (U.S.A.) Exploration Inc., a subsidiary of AngloGold Ashanti Limited (“AngloGold”), has exercised its right to maintain its 13.2907% equity interest in the Issuer.  AngloGold’s equity interest had been diluted by virtue of the Issuer’s issuance of shares since May 19, 2009, principally due to the exercise of incentive stock options, broker options and in connection with the purchase the interest of Redstar Gold Corp. in the Company’s North Bullfrog project.

As a consequence of AngloGold’s election to exercise its “top-up” right, the Issuer will sell to AngloGold, on a private placement basis, an aggregate of 67,965 common shares at a price of CAD 5.38 per share (reflecting the 5 day volume-weighted average price of the Issuer’s common shares on the TSX preceding February 10, 2010 less the maximum allowable discount (15%), as required by the provisions of the “top-up” right) for gross proceeds of CAD 365,899.54.  The private placement is subject to execution of formal documentation and the acceptance for filing thereof by the TSX and NYSE-Amex on behalf of the Issuer.  The common shares issued in the private placement will be subject to a hold period in Canada expiring 4 months plus one day after closing.  The net proceeds from the private placement are anticipated to be used by the Issuer for continue d work on the Livengood Gold project in Alaska, further work on its Alaska and Nevada mineral properties and general working capital.

The “top-up” provision, contained in the June 30, 2006 purchase agreement among AngloGold, the Issuer and Talon Gold Alaska, Inc. pursuant to which the Issuer acquired AngloGold’s Alaskan assets (including the Issuer’s flagship Livengood property), gives AngloGold the right, twice a year, to maintain its then current equity ownership percentage in the Issuer on an ongoing basis thereby avoiding dilution as a result of the issuance of shares by the Issuer in connection with property payments or warrant or option exercises.  AngloGold also has a separate right to participate in any equity financings by the Issuer up to its then pre-financing percentage equity interest.

The common shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the “1933 Act”), or any state securities laws, and are being issued pursuant to exemptions from registration requirements.

Cautionary Note Regarding Forward-Looking Statements

This material change report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 27E of the Exchange Act.  All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the anticipated completion of the private placement to AngloGold Ashanti (U.S.A.) Exploration Inc. and the proposed use of the proceeds of the financing by the Issuer, are forward-looking statements.  Although the Issuer believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct.  Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events.  The Issuer cautions in vestors that any forward-looking statements by the Issuer are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, risks associated with the timing and pricing of the private placement.  Other risks and uncertainties are disclosed in the Issuer’s annual information form  filed with Canadian securities commission and its annual report on Form 40-F filed with the United States Securities and Exchange Commission, and other information released by the Issuer and filed with the appropriate regulatory agencies.  All of the Issuer's Canadian public disclosure filings may be accessed via www.sedar.comand its United States public disclosure filings may be accessed via www.sec.gov, and readers are urged to review these materials, including the technical reports filed with respect to the Issuer's mineral properties.

Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable

Item 7. Omitted Information

No information has been omitted on the basis that it is confidential.

Item 8. Senior Officer

The following senior officer of the Issuer is knowledgeable about the material change disclosed in this report.

Jeffrey A. Pontius, President & CEO

Business Telephone No.: (303) 470-8700

Item 9. Date of Report

February 11, 2010