10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒                    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

☐                   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from        to

Commission File Number: 001-33638

INTERNATIONAL TOWER HILL MINES LTD.

(Exact Name of Registrant as Specified in its Charter)

British Columbia, Canada	98-0668474
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1570 - 200 Burrard Street
Vancouver, British Columbia, Canada (Address of Principal Executive Offices)  V6C 3L6 (Zip code)

Registrant’s telephone number, including area code: (604) 683-6332

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol (s):	Name of each exchange on which registered:
Common Shares, no par value	THM	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒   No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes  ☒   No  ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

As of August 1, 2024, the registrant had 199,693,442 common shares outstanding.

Table of Contents

		Page
Part I	FINANCIAL INFORMATION
Item 1	Financial Statements	5
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4	Controls and Procedures	21
Part II	OTHER INFORMATION
Item 1	Legal Proceedings	22
Item 1A	Risk Factors	22
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3	Defaults Upon Senior Securities	22
Item 4	Mine Safety Disclosures	22
Item 5	Other Information	22
Item 6	Exhibits	23
SIGNATURES		24

2

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements or information within the meaning of the United States Private Securities Litigation Reform Act of 1995 concerning anticipated results and developments in the operations of International Tower Hill Mines Ltd. (“we”, “us”, “our,” “ITH” or the “Company”) in future periods, planned exploration and development activities, the adequacy of the Company’s financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible” and similar expressions, or statements that events, conditions or results “will,” “may,” “could” or “should” (or the negative and grammatical variations of any of these terms) occur or be achieved. These forward-looking statements may include, but are not limited to, statements concerning:

● the Company’s future cash requirements, the Company’s ability to meet its financial obligations as they come due, and the Company’s ability to raise the necessary funds to continue operations on acceptable terms, if at all;

● the Company’s ability to carry forward and incorporate into future engineering studies of the Livengood Gold Project updated mine design, production schedule and recovery concepts identified during the optimization process;

● the Company’s potential to carry out an engineering phase that will evaluate and optimize the Livengood Gold Project’s configuration and capital and operating expenses, including determining the optimum scale for the Livengood Gold Project;

● the Company’s strategies and objectives, both generally and specifically in respect of the Livengood Gold Project;

● the Company’s belief that there are no known environmental issues that are anticipated to materially impact the Company’s ability to conduct mining operations at the Livengood Gold Project;

● the potential for the expansion of the estimated mineral resources at the Livengood Gold Project;

● the potential for a production decision concerning, and any production at, the Livengood Gold Project;

● the sequence of decisions regarding the timing and costs of development programs with respect to, and the issuance of the necessary permits and authorizations required for, the Livengood Gold Project;

● the Company’s estimates of the quality and quantity of the mineral resources at the Livengood Gold Project;

● the timing and cost of any future exploration or development programs at the Livengood Gold Project, and the timing of the receipt of results therefrom;

● the expected levels of overhead expenses at the Livengood Gold Project; and

● future general business and economic conditions, including changes in the price of gold and the overall sentiment of the markets for public equity.

Such forward-looking statements reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others:

● the demand for, and level and volatility of the price of gold;

● conditions in the financial markets generally, the overall sentiment of the markets for public equity, interest rates, currency rates, and the rate of inflation;

● general business and economic conditions;

● government regulation and proposed legislation (and changes thereto or interpretations thereof);

● defects in title to claims or the ability to obtain surface rights, either of which could affect the Company’s property rights and claims;

● the Company’s ability to secure the necessary services and supplies on favorable terms in connection with its programs at the Livengood Gold Project and other activities;

● the Company’s ability to attract and retain key staff, particularly in connection with the permitting and development of any mine at the Livengood Gold Project;

● the accuracy of the Company’s resource estimates (including with respect to size and grade) and the geological, operational and price assumptions on which these are based;

● the timing of the Company’s ability to commence and complete planned work programs at the Livengood Gold Project;

3

● the timing of the receipt of and the terms of the consents, permits and authorizations necessary to carry out exploration and development programs at the Livengood Gold Project and the Company’s ability to comply with such terms on a safe and cost-effective basis;

● the ongoing relations of the Company with the lessors of its property interests and applicable regulatory agencies;

● the metallurgy and recovery characteristics of samples from certain of the Company’s mineral properties and whether such characteristics are reflective of the deposit as a whole;

● the continued development of and potential construction of any mine at the Livengood Gold Project property not requiring consents, approvals, authorizations or permits that are materially different from those identified by the Company; and

● cyber - attacks and other security breaches of our information technology systems or those of our third - party service providers.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including without limitation those discussed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2023, which are incorporated herein by reference, as well as other factors described elsewhere in the Company’s other reports filed with the U.S. Securities and Exchange Commission (the “SEC”).

The Company’s forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations and opinions of management as of the date of this report. The Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.

4

PART 1

ITEM 1. FINANCIAL STATEMENTS

INTERNATIONAL TOWER HILL MINES LTD.

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

As at June 30, 2024 and December 31, 2023

(Expressed in US Dollars - Unaudited)

		June 30,		December 31,
	Note	2024		2023
ASSETS
Current
Cash and cash equivalents	1	$	2,269,940	$	1,687,690
Prepaid expenses and other			276,369		304,726
Total current assets			2,546,309		1,992,416
Property and equipment			7,465		7,465
Capitalized acquisition costs	4		55,375,124		55,375,124
Total assets		$	57,928,898	$	57,375,005
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable		$	34,795	$	92,855
Accrued liabilities	5		137,989		142,096
Total liabilities			172,784		234,951
Shareholders’ equity
Share capital, no par value; unlimited number of authorized shares; 199,693,442 and 195,885,531 shares issued and outstanding at June 30, 2024 December 31, 2023, respectively	6		291,169,769		288,866,139
Contributed surplus	6		36,669,198		36,309,865
Accumulated other comprehensive income			1,459,148		1,528,828
Deficit			(271,542,001)		(269,564,778)
Total shareholders’ equity			57,756,114		57,140,054
Total liabilities and shareholders’ equity		$	57,928,898	$	57,375,005

General Information and Nature of Operations (Note 1)

Commitments (Note 8)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

5

INTERNATIONAL TOWER HILL MINES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three and Six Months Ended June 30, 2024 and 2023

(Expressed in US Dollars - Unaudited)

		Three Months Ended				Six Months Ended
	Note	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Operating expenses
Consulting fees	6	$	355,048	$	318,614	$	412,611	$	376,249
Insurance			51,211		52,993		104,087		102,567
Investor relations	6		32,272		30,740		42,088		34,811
Mineral property exploration	4		628,951		641,748		759,055		787,643
Office			7,214		5,979		11,689		8,887
Other			4,171		2,801		8,335		7,023
Professional fees			76,637		86,576		118,896		127,881
Regulatory			26,689		24,812		94,139		86,176
Rent			33,794		33,796		67,590		67,592
Travel			10,583		11,963		12,697		13,874
Wages and benefits	6		259,553		248,767		467,845		364,416
Total operating expenses			(1,486,123)		(1,458,789)		(2,099,032)		(1,977,119)
Other income (expenses)
Gain/(Loss) on foreign exchange			26,031		(53,843)		64,435		(60,616)
Interest income			28,177		34,255		57,374		55,821
Other income			—		10,480		—		10,480
Total other income (expenses)			54,208		(9,108)		121,809		5,685
Net loss for the period			(1,431,915)		(1,467,897)		(1,977,223)		(1,971,434)
Other comprehensive income (loss)
Exchange difference on translating foreign operations			(43,638)		59,255		(69,680)		59,870
Total other comprehensive income (loss) for the period			(43,638)		59,255		(69,680)		59,870
Comprehensive loss for the period		$	(1,475,553)	$	(1,408,642)	$	(2,046,903)	$	(1,911,564)
Basic and diluted loss per share		$	(0.01)	$	(0.01)	$	(0.01)	$	(0.01)
Weighted average number of shares outstanding – basic and diluted			199,693,442		195,369,790		199,339,723		195,341,643

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

6

INTERNATIONAL TOWER HILL MINES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the Three and Six Months Ended June 30, 2024 and 2023

(Expressed in US Dollars - Unaudited)

	Six-Month Period Ended June 30, 2023
						Accumulated
						other
	Number of			Contributed		comprehensive
	shares	Share capital		surplus		income		Deficit		Total
Balance, December 31, 2022	195,313,184	$	288,484,901	$	36,275,917	$	1,500,196	$	(266,166,809)	$	60,094,205
Stock-based compensation-options	—		—		63,514		—		—		63,514
Stock-based compensation-DSUs	—		—		257,553		—		—		257,553
Exchange difference on translating foreign operations	—		—		—		59,870		—		59,870
Share issuance	572,347		381,238		(381,238)		—		—		—
Net loss	—		—		—		—		(1,971,434)		(1,971,434)
Balance, June 30, 2023	195,885,531	$	288,866,139	$	36,215,746	$	1,560,066	$	(268,138,243)	$	58,503,708

	Three-Month Period Ended June 30, 2023
						Accumulated
						other
	Number of			Contributed		comprehensive
	shares	Share capital		surplus		income		Deficit		Total
Balance, March 31, 2023	195,313,184	$	288,484,901	$	36,296,185	$	1,500,811	$	(266,670,346)	$	59,611,551
Stock-based compensation-options	—		—		43,246		—		—		43,246
Stock-based compensation-DSUs	—		—		257,553		—		—		257,553
Exchange difference on translating foreign operations	—		—		—		59,255		—		59,255
Share issuance	572,347		381,238		(381,238)		—		—		—
Net loss	—		—		—		—		(1,467,897)		(1,467,897)
Balance, June 30, 2023	195,885,531	$	288,866,139	$	36,215,746	$	1,560,066	$	(268,138,243)	$	58,503,708

	Six-Month Period Ended June 30, 2024
						Accumulated
						Other
	Number of			Contributed		Comprehensive
	Shares	Share Capital		Surplus		Income		Deficit		Total
Balance, December 31, 2023	195,885,531	$	288,866,139	$	36,309,865	$	1,528,828	$	(269,564,778)	$	57,140,054
Share issuance	3,807,911		2,528,453		—		—		—		2,528,453
Share issuance costs	—		(224,823)		—		—		—		(224,823)
Stock-based compensation-options	—		—		66,091		—		—		66,091
Stock-based compensation-DSUs	—		—		293,242		—		—		293,242
Exchange difference on translating foreign operations	—		—		—		(69,680)		—		(69,680)
Net loss	—		—		—		—		(1,977,223)		(1,977,223)
Balance, June 30, 2024	199,693,442	$	291,169,769	$	36,669,198	$	1,459,148	$	(271,542,001)	$	57,756,114

	Three-Month Period Ended June 30, 2024
						Accumulated
						Other
	Number of			Contributed		Comprehensive
	Shares	Share Capital		Surplus		Income		Deficit		Total
Balance, March 31, 2024	199,693,442	$	291,179,336	$	36,323,675	$	1,502,786	$	(270,110,086)	$	58,895,711
Share issuance costs	—		(9,567)		—		—		—		(9,567)
Stock-based compensation-options	—		—		52,281		—		—		52,281
Stock-based compensation-DSUs	—		—		293,242		—		—		293,242
Exchange difference on translating foreign operations	—		—		—		(43,638)		—		(43,638)
Net loss	—		—		—		—		(1,431,915)		(1,431,915)
Balance, June 30, 2024	199,693,442	$	291,169,769	$	36,669,198	$	1,459,148	$	(271,542,001)	$	57,756,114

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

7

INTERNATIONAL TOWER HILL MINES LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2024 and 2023

(Expressed in US Dollars - Unaudited)

	Six Months Ended
	June 30, 2024		June 30, 2023
Operating Activities
Loss for the period	$	(1,977,223)	$	(1,971,434)
Add items not affecting cash:
Stock-based compensation-options		66,091		63,514
Stock-based compensation-DSUs		293,242		257,553
Changes in non-cash items:
Accounts receivable		(12,400)		(28,526)
Prepaid expenses and other		32,245		(114,470)
Accounts payable and accrued liabilities		(58,002)		(123,515)
Cash and cash equivalents used in operating activities		(1,656,047)		(1,916,878)
Financing Activities
Issuance of shares		2,528,453		—
Share issuance costs		(224,823)		—
Cash and cash equivalents provided by financing activities		2,303,630		—
Effect of foreign exchange on cash		(65,333)		59,461
Change in cash and cash equivalents		582,250		(1,857,417)
Cash and cash equivalents, beginning of the period		1,687,690		4,847,429
Cash and cash equivalents, end of the period	$	2,269,940	$	2,990,012
Supplementary Disclosures:
Non-cash financing and investing transactions
Reallocation from contributed surplus from issuance of stock	$	—	$	381,238

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

8

INTERNATIONAL TOWER HILL MINES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Three and Six Months Ended June 30, 2024 and 2023

(Expressed in US dollars – Unaudited)

1.    GENERAL INFORMATION AND NATURE OF OPERATIONS

International Tower Hill Mines Ltd. (“ITH” or the “Company”) is incorporated under the laws of British Columbia, Canada. The Company’s head office address is 1570 – 200 Burrard Street, Vancouver, British Columbia, Canada.

International Tower Hill Mines Ltd. consists of ITH and its wholly-owned subsidiaries Tower Hill Mines, Inc. (“TH Alaska”) (an Alaska corporation), Tower Hill Mines (US) LLC (“TH US”) (a Colorado limited liability company), and Livengood Placers, Inc. (“LPI”) (a Nevada corporation). 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 June 30, 2024, the Company has a 100% interest in its Livengood Gold Project in Alaska, U.S.A (the “Livengood Gold Project”).

These unaudited condensed consolidated interim financial statements have been prepared on a going-concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future.

As at June 30, 2024, the Company had cash and cash equivalents of $2,269,940 compared to $1,687,690 at December 31, 2023. The Company has no revenue generating operations from which it can internally generate funds.

The Company will require significant additional financing to continue its operations (including general and administrative expenses) in connection with advancing activities at the Livengood Gold Project and the development of any mine that may be built at the Livengood Gold Project. There is no assurance that the Company will make a decision to build a mine at the Livengood Gold Project and, if so, that it will be able to obtain the additional financing required on acceptable terms, if at all. In addition, any significant delays in the issuance of required permits for the ongoing work at the Livengood Gold Project, or unexpected results in connection with the ongoing work, could result in the Company being required to raise additional funds to advance permitting efforts. The Company’s review of its financing options includes considering a future strategic alliance to assist in further development, permitting and future construction costs, although there can be no assurance that any such strategic alliance will, in fact, be pursued or realized.

Despite the Company’s success to date in raising significant equity financing to fund its operations, there is significant uncertainty that the Company will be able to secure any additional financing in the current or future equity markets. The amount of funds to be raised and the terms of 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. As at August 8, 2024, management believes that the Company has sufficient financial resources to maintain its operations for the next twelve months.

2.    BASIS OF PRESENTATION

These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023 as filed in our Annual Report on Form 10-K. In the opinion of the Company’s management, these financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position at June 30, 2024 and the results of its operations for the six months then ended. Operating results for the six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

9

INTERNATIONAL TOWER HILL MINES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Three and Six Months Ended June 30, 2024 and 2023

(Expressed in US dollars – Unaudited)

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. These judgments, estimates and assumptions are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. While management believes the estimates to be reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.

On August 8,2024, the Board of Directors of the Company (the “Board”) approved these condensed consolidated interim financial statements.

All currency amounts are stated in U.S. dollars unless noted otherwise. References to C$ refer to Canadian currency.

Basis of consolidation

These condensed consolidated interim financial statements include the accounts of ITH and its wholly-owned subsidiaries TH Alaska, TH US, and LPI. All intercompany transactions and balances have been eliminated.

3.    FAIR VALUE OF FINANCIAL INSTRUMENTS

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

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement. The three levels of the fair value hierarchy are as follows:

● Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

● Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

● Level 3 – Inputs that are not based on observable market data.

There were no financial instruments measured at fair value.

4.    MINERAL PROPERTY

The Company did not incur any acquisition costs in respect of the Livengood Gold Project during the six months ended June 30, 2024:

Capitalized acquisition costs	Amount
Balance, December 31, 2023	$	55,375,124
Acquisition costs		—
Balance, June 30, 2024	$	55,375,124

10

INTERNATIONAL TOWER HILL MINES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Three and Six Months Ended June 30, 2024 and 2023

(Expressed in US dollars – Unaudited)

The following table presents costs incurred for mineral property activities for the six months ended June 30, 2024 and 2023:

	June 30, 2024		June 30, 2023
Mineral property costs:
Aircraft	$	10,790	$	13,200
Environmental		108,649		99,819
Equipment rental		17,863		34,676
Field costs		66,938		60,787
Land maintenance and tenure		540,226		536,097
Legal		9,125		35,323
Transportation and travel		5,464		7,741
Total expenditures for the period	$	759,055	$	787,643

Livengood Gold Project Property

The Livengood property is located in the Tintina gold belt approximately 70 miles (113 kilometers) northwest of Fairbanks, Alaska. The property consists of land leased from the Alaska Mental Health Trust, a number of smaller private mineral leases, Alaska state mining claims purchased or located by the Company and patented ground held by the Company.

Details of the leases are as follows:

a) A lease of the Alaska Mental Health Trust mineral rights having a term commencing July 1, 2004 and extending 19 years until June 30, 2023, subject to further extensions beyond June 30, 2023 by either (1) commercial production or (2) payment of an annual advance minimum royalty and diligent pursuit of development. Both requirements of (2) above have been satisfied through June 30, 2025. The lease requires minimum work expenditures and advance minimum royalties (all of which minimum royalties are recoverable from production royalties) which escalate annually with inflation. A net smelter return (“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 l% is payable to the lessor with respect to the unpatented federal mining claims subject to the lease described in b) below and an NSR production royalty of between 0.5% and 1.0% (depending upon the price of gold) is payable to the lessor with respect to the lands acquired by the Company as a result of the purchase of LPI in December 2011. During the six months ended June 30, 2024 and from the inception of this lease, the Company has paid $459,528 and $5,273,475, respectively.

b) A lease of federal unpatented lode mining claims having an initial term of ten years commencing on April 21, 2003 and continuing for so long thereafter as advance minimum royalties are paid and mining related activities, including exploration, continue on the property or on adjacent properties controlled by the Company. The lease requires an advance minimum royalty of $50,000 on or before each anniversary date for the duration of the lease (all of which minimum royalties are recoverable from production royalties). 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 $1,000,000. During the six months ended June 30, 2024 and from the inception of this lease, the Company has paid $50,000 and $1,030,000, respectively.

11

INTERNATIONAL TOWER HILL MINES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Three and Six Months Ended June 30, 2024 and 2023

(Expressed in US dollars – Unaudited)

c) A lease of patented lode mining claims having an initial term of ten years commencing January 18, 2007, and continuing for so long thereafter as advance minimum royalties are paid. The lease requires an advance minimum royalty of $20,000 on or before each anniversary date through January 18, 2017 and $25,000 on or before each subsequent anniversary (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 interests of the lessors in the leased property (including the production royalty) for $1,000,000 (less all minimum and production royalties paid to the date of purchase), of which $500,000 is payable in cash over four years following the closing of the purchase and the balance is payable by way of the 3% NSR production royalty. The Company has acquired a 40% interest in the mining claims subject to the lease, providing the Company with a 40% interest in the lease. The Company paid $15,000 of royalties during the six months ended June 30, 2024, for a total of $310,000 from the inception of this lease.

d) A lease of unpatented federal lode mining and federal unpatented placer claims having an initial term of ten years commencing on March 28, 2007, and continuing for so long thereafter as advance minimum royalties are paid and mining related activities, including exploration, continue on the property or on adjacent properties controlled by the Company. The lease requires an advance minimum royalty of $15,000 on or before each anniversary date for the duration of the lease (all of which minimum royalties are recoverable from production royalties). The Company is required to pay the lessor an additional sum of $250,000 upon making a positive production decision, of which $125,000 is payable within 120 days of the decision and $125,000 is payable within a year of the decision (all of which are recoverable from production royalties). An NSR production royalty of 2% is payable to the lessor. The Company may purchase all of the interest of the lessor in the leased property (including the production royalty) for $1,000,000. The Company paid $15,000 of royalties during the six months ended June 30, 2024, for a total of $233,000 from the inception of this lease.

Title to mineral properties

The acquisition of title to mineral properties is a detailed and time-consuming process. The Company has taken steps to verify title to all mineral properties in which it has an interest. Although the Company has taken every reasonable precaution to ensure that legal title to its properties is properly recorded in the name of the Company, there can be no assurance that such title will ultimately be secured.

5.    ACCRUED LIABILITIES

The following table presents the Company’s accrued liabilities balances at June 30, 2024 and December 31, 2023.

	June 30, 2024		December 31, 2023
Accrued liabilities	$	115,859	$	93,719
Accrued salaries and benefits		22,130		48,377
Total accrued liabilities	$	137,989	$	142,096

Accrued liabilities at June 30, 2024 include accruals for general corporate costs and project costs of $44,938 and $70,921 respectively. Accrued liabilities at December 31, 2023 include accruals for general corporate costs and project costs of $65,791 and $27,928, respectively.

6.    SHARE CAPITAL

Authorized

The Company’s authorized share capital consists of an unlimited number of common shares without par value. At December 31, 2023 and June 30, 2024, there were 195,885,531 and 199,693,442 shares issued and outstanding, respectively.

12

INTERNATIONAL TOWER HILL MINES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Three and Six Months Ended June 30, 2024 and 2023

(Expressed in US dollars – Unaudited)

Share issuances

During the six months ended June 30, 2024, the Company issued 3,807,911 common shares pursuant to a $2.5 million non-brokered private placement at a price of $0.664 per common share to existing major shareholders of the Company.

Stock options

The Company adopted an incentive stock option plan in 2006, as amended September 19, 2012, and reapproved by the Company’s shareholders on May 28, 2015, May 30, 2018, May 25, 2021, and May 29, 2024 (the “Stock Option Plan”). The essential elements of the Stock Option Plan provide that the aggregate number of common shares of the Company that may be issued pursuant to options granted under the Stock Option Plan and any other share-based compensation arrangements may not exceed 10% of the number of issued shares of the Company at the time of the granting of options. Options granted under the Stock Option Plan will have a maximum term of ten years. The exercise price of options granted under the Stock Option Plan shall be fixed in compliance with the applicable provisions of the Toronto Stock Exchange (“TSX”) Company Manual in force at the time of grant and, in any event, shall not be less than the closing price of the Company’s common shares on the TSX on the trading day immediately preceding the day on which the option is granted, or such other price as may be agreed to by the Company and accepted by the TSX. Options granted under the Stock Option Plan vest immediately, unless otherwise determined by the Board at the date of grant.

A summary of the options outstanding under the Stock Option Plan as of June 30, 2024 and December 31, 2023 is presented below:

	Six Months Ended					Year Ended
	June 30, 2024					December 31, 2023
		Weighted					Weighted
		Average		Aggregate			Average		Aggregate
	Number of	Exercise Price		Intrinsic Value		Number of	Exercise Price		Intrinsic Value
	Options	(C$)		(C$)		Options	(C$)		(C$)
Balance, beginning of the period	1,787,049	$	0.92			2,287,049	$	0.95
Granted	240,000		0.94			240,000		0.63
Expired	(374,817)		0.61			(740,000)		0.91
Balance, end of the period	1,652,232	$	0.99	$	12,000	1,787,049	$	0.92	$	93,571

The weighted average remaining life of options outstanding at June 30, 2024 was 3.1 years.

Further details regarding stock options outstanding as at June 30, 2024 and December 31, 2023 are presented below:

	June 30, 2024				December 31, 2023
	Exercise		Number of		Exercise		Number of
Expiry Date	Price (C$)		Options	Exercisable	Price (C$)		Options	Exercisable
March 21, 2024		—	—	—	$	0.61	374,817	374,817
February 1, 2025	$	1.35	250,000	250,000	$	1.35	250,000	250,000
August 8, 2025	$	0.85	187,232	187,232	$	0.85	187,232	187,232
May 27, 2026	$	0.92	255,000	255,000	$	0.92	255,000	255,000
May 25, 2027	$	1.31	240,000	240,000	$	1.31	240,000	240,000
May 24, 2028	$	0.92	240,000	240,000	$	0.92	240,000	160,000
May 23, 2029	$	0.63	240,000	160,000	$	0.63	240,000	80,000
May 29, 2030	$	0.94	240,000	80,000
			1,652,232	1,412,232			1,787,049	1,547,049

13

INTERNATIONAL TOWER HILL MINES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Three and Six Months Ended June 30, 2024 and 2023

(Expressed in US dollars – Unaudited)

A summary of the non-vested options as of June 30, 2024 and changes during the six months ended June 30, 2024 is as follows:

		Weighted average
	Number of	grant-date fair value
Non-vested options:	options	(C$)
Outstanding at December 31, 2023	240,000	$	0.48
Granted	240,000		0.65
Vested	(240,000)		0.56
Outstanding at June 30, 2024	240,000	$	0.57

At June 30, 2024, there was unrecognized compensation expense of C$112,018 related to non-vested options outstanding. The cost is expected to be recognized over a weighted-average remaining period of approximately 1.4 years.

Deferred Share Unit Incentive Plan

On April 4, 2017, the Company adopted a Deferred Share Unit Plan (the “DSU Plan”). The DSU Plan was approved by the Company’s shareholders on May 24, 2017 and reapproved by the Company’s shareholders on May 27, 2020, May 25, 2021, and May 29, 2024. The maximum aggregate number of common shares that may be issued under the DSU Plan and the Stock Option Plan is 10% of the number of issued and outstanding common shares (on a non-diluted basis).

During the six months ended June 30, 2024, in accordance with the DSU Plan, the Company granted each of the members of the Board (other than those directors nominated for election by Paulson & Co. Inc.) 88,298 DSUs for a total of 441,490 DSUs with a grant date fair value (defined as the weighted average of the prices at which the common shares traded on the exchange with the most volume for the five trading days immediately preceding the grant) of C$0.94 per DSU, representing C$83,000 per director or C$415,000 in the aggregate.

Each DSU entitles the holder to receive one common share in the capital of the Company without the payment of any consideration. The DSUs vest immediately upon grant, but the common shares underlying the DSUs are not deliverable to the grantee until the grantee is no longer serving on the Board.

DSUs outstanding as at June 30, 2024 and December 31, 2023 are as follows:

	Six Months Ended			Year Ended
	June 30, 2024			December 31, 2023
		Weighted Average			Weighted
	Number of	Exercise Price		Number of	Average Exercise
	Units	(C$)		Units	Price (C$)
Balance, beginning of the period	2,702,612	$	0.83	2,602,361	$	0.89
Issued	441,490		0.94	672,598	$	0.62
Delivered	—		—	(572,347)	$	0.87
Balance, end of the period	3,144,102	$	0.84	2,702,612	$	0.83

Share-based payments

During the six months ended June 30, 2024, there were 240,000 stock options granted under the Stock Option Plan and 441,490 DSUs granted under the DSU Plan. Share-based payment compensation for the six months ended June 30, 2024 totaled $359,333 ($66,091 related to stock options and $293,242 related to DSUs). Of the total expense for the period ended June 30, 2024, $297,373 was included in consulting fees ($4,131 related to stock options and $293,242 related to DSUs), $4,131 was included in investor relations, and $57,829 was included in wages and benefits in the statement of operations and comprehensive loss.

14

INTERNATIONAL TOWER HILL MINES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Three and Six Months Ended June 30, 2024 and 2023

(Expressed in US dollars – Unaudited)

During the six months ended June 30, 2023, there were 240,000 stock options granted under the Stock Option Plan and 526,984 DSUs granted under the DSU Plan. Share-based payment compensation for the six months ended June 30, 2023 totaled$321,067 ($63,514 related to stock options and $257,553 related to DSUs). Of the total expense for the period ended June 30, 2023, $261,523 was included in consulting fees ($3,970 related to stock options and $257,553 related to DSUs), $3,970 was included in investor relations, and $55,574 was included in wages and benefits in the statement of operations and comprehensive loss.

	YTD June 30, 2024			YTD June 30, 2023
Expected life of options		6	years		6	years
Risk-free interest rate		2.64	%		3.29	%
Annualized volatility		76.75	%		74.39	%
Dividend rate		0.00	%		0.00	%
Exercise price (C$)	$	0.92		$	0.63

7.    SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates in a single reportable segment, being the exploration and development of mineral properties. The following tables present selected financial information by geographic location:

	Canada		United States		Total
June 30, 2024
Capitalized acquisition costs	$	—	$	55,375,124	$	55,375,124
Property and equipment		7,465		—		7,465
Current assets		2,242,526		303,783		2,546,309
Total assets	$	2,249,991	$	55,678,907	$	57,928,898
December 31, 2023
Capitalized acquisition costs	$	—	$	55,375,124	$	55,375,124
Property and equipment		7,465		—		7,465
Current assets		1,512,431		479,985		1,992,416
Total assets	$	1,519,896	$	55,855,109	$	57,375,005

Three Months Ended	June 30, 2024		June 30, 2023
Net loss for the period – Canada	$	(495,345)	$	(532,343)
Net loss for the period – United States		(936,570)		(935,554)
Net loss for the period	$	(1,431,915)	$	(1,467,897)

Six Months Ended	June 30, 2024		June 30, 2023
Net loss for the period – Canada	$	(628,435)	$	(718,901)
Net loss for the period – United States		(1,348,788)		(1,252,533)
Net loss for the period	$	(1,977,223)	$	(1,971,434)

15

INTERNATIONAL TOWER HILL MINES LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Three and Six Months Ended June 30, 2024 and 2023

(Expressed in US dollars – Unaudited)

8.    COMMITMENTS

The following table discloses the Company’s contractual obligations as of June 30, 2024, including future anticipated mineral property payments. Under the terms of the Company’s mineral property purchase agreements, mineral leases and unpatented mineral claims, the Company is required to make certain scheduled acquisition payments, incur certain levels of expenditures, make lease or advance royalty payments, 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 any such expenditure, 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 mineral properties, but does not exercise any lease purchase or royalty buyout options:

	Payments Due by Year
	2024		2025		2026		2027		2028		2029 and beyond		Total
Mineral Property Leases(1)	$	—	$	545,272	$	551,088	$	556,977	$	562,939	$	568,976	$	2,785,252
Mining Claim Government Fees		206,215		206,215		206,215		206,215		206,215		206,215		1,237,290
Total	$	206,215	$	751,487	$	757,303	$	763,192	$	769,154	$	775,191	$	4,022,542

1. Does not include required work expenditures, as it is assumed that the required expenditure level is significantly below the level of work that will actually be carried out by the Company. Does not include potential royalties that may be payable (other than annual minimum royalty payments). See Note 4.

16

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023 as well as the “Forward Looking Statements” legend contained elsewhere in this report. All currency amounts are stated in U.S. dollars unless noted otherwise. References to C$ refer to Canadian currency.

Current Business Activities

General

International Tower Hill Mines Ltd. (“ITH” or the “Company”) consists of ITH and its wholly-owned subsidiaries Tower Hill Mines, Inc. (“TH Alaska”) (an Alaska corporation), Tower Hill Mines (US) LLC (“TH US”) (a Colorado limited liability company), and Livengood Placers, Inc. (“LPI”) (a Nevada corporation). 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. The Company currently holds or has the right to acquire interests in a development stage project in Alaska referred to as the “Livengood Gold Project” or the “Project”. The Company has not yet begun extraction of mineralization from the deposit or reached commercial production. The Company has a 100% interest in the Livengood Gold Project, which as of December 31, 2023, has proven and probable reserves of 430.1 million tonnes at an average grade of 0.65 g/tonne (9.0 million ounces) based on a gold price of $1,680 per ounce and a measured and indicated mineral resource, exclusive of mineral reserves, of 274.51 million tonnes at an average grade of 0.52 g/tonne (4.62 million ounces), based on a gold price of $1,650 per ounce, both as reported in the Technical Report Summary attached as Exhibit 96.1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2022, filed with the SEC on October 17, 2023. A more complete description of the Livengood Gold Project, including detailed presentation of resources and reserves, is set forth in Part I, Item 2. Properties of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 8, 2024.

Recent Developments

Livengood Gold Project Pre-Feasibility Study

On January 22, 2024, the Company announced that it had completed a non-brokered private placement (the “Private Placement”) pursuant to which it issued common shares to existing major shareholders to raise gross proceeds of approximately US$2.5 million. The Private Placement consisted of 3,807,911 common shares of the Company at a price of US$0.664 per common share.

On March 8, 2024, the Company announced that the Board had approved a 2024 budget of $3.3 million and endorsed the associated 2024 work program to advance the Livengood Gold Project. The 2024 work program will advance the baseline environmental data collection in critical areas of hydrology and waste rock geochemical characterization needed to support future permitting, as well as advance community engagement.

Results of Operations

Summary of Quarterly Results

Description	June 30, 2024		March 31, 2024		December 31, 2023		September 30, 2023
Net income (loss)	$	(1,431,915)	$	(545,308)	$	(716,184)	$	(710,351)
Basic and diluted net gain (loss) per common share	$	(0.01)	$	(0.00)	$	(0.01)	$	(0.00)

	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022
Net income (loss)	$	(1,467,897)	$	(503,537)	$	(832,181)	$	(295,260)
Basic and diluted net gain (loss) per common share	$	(0.01)	$	(0.00)	$	(0.00)	$	(0.00)

17

Three Months Ended June 30, 2024 compared to Three Months Ended June 20, 2023

The Company had a net loss of $1,431,915 for the three months ended June 30, 2024, compared to a net loss of $1,467,897 for the three months ended June 30, 2023.

Excluding share-based costs of $296,510 and $260,256 for the three months ended June 30, 2024 and June 30, 2023, respectively, consulting fees were $58,538 for the three months ended June 30, 2024 compared to $58,358 for the three months ended June 30, 2023.

Professional fees were $76,637 for the three months ended June 30, 2024 compared to $86,576 for the three months ended June 30, 2023. The decrease of $9,939 was primarily due to decreased legal services of $8,591 and timing variances for accounting and tax services for an increase of $7,968, XBRL services for a decrease of $3,479, Sarbanes-Oxley Act review services for a decrease of $3,412, and audit services for a decrease of $2,425.

Excluding share-based payments, all other operating expense categories reflected only moderate changes period over period.

Six Months Ended June 30, 2024 compared to Six Months Ended June 30, 2023

The Company had a net loss of $1,977,223 for the six months ended June 30, 2024, compared to a net loss of $1,971,434 for the six months ended June 30, 2023.

Excluding share-based costs of $57,829 and $55,574 for the six months ended June 30, 2024 and June 30, 2023, respectively, wages and benefits were $410,016 for the six months ended June 30, 2024 compared to $308,842 for the six months ended June 30, 2023. The increase of $101,174 was primarily due to prior year-end payroll accruals reversing of $82,867 and to the timing of payroll benefits of $18,307.

Excluding share-based costs of $297,373 and $261,523 for the six months ended June 30, 2024 and June 30, 2023, respectively, consulting fees were $115,238 for the six months ended June 30, 2024 compared to $114,726 for the six months ended June 30, 2023.

Mineral property expenditures were $759,055 for the six months ended June 30, 2024, compared to $787,643 for the six months ended June 30, 2023. The decrease of $28,588 was primarily due to decreased legal services of $26,198 and timing variances for environmental activities for a decrease of $6,519 and project-related expenses for an increase of $4,129.

Regulatory costs were $94,139 for the six months ended June 30, 2024 compared to $86,176 for the six months ended June 30, 2023. The increase of $7,963 was primarily due to increased EDGAR/SEDAR filing expenses of $3,472, increased Toronto Stock Exchange (“TSX”) listing fees of $2,882, and timing variances for other services for an increase of $1,609.

Excluding share-based costs of $4,131 and $3,970 for the six months ended June 30, 2024 and June 30, 2023, respectively, investor relations costs were $37,957 for the six months ended June 30, 2024 compared to $30,841 for the six months ended June 30, 2023. The increase of $7,116 was primarily due to increased utilization of investor relations services.

Professional fees were $118,896 for the six months ended June 30, 2024 compared to $127,881 for the six months ended June 30, 2023. The decrease of $8,985 was primarily due to decreased legal services of $19,678 and timing variances for accounting and tax services for an increase of $8,399, XBRL services for an increase of $1,595, Sarbanes-Oxley Act review services for an increase of $1,247 and audit services for a decrease of $548.

Excluding share-based payments, all other operating expense categories reflected only moderate changes period over period.

18

Share-based payment charges

Share-based payment charges for the six-month periods ended June 30, 2024 and 2023 were allocated as follows:

Expense category:	June 30, 2024		June 30, 2023
Consulting	$	297,373	$	261,523
Investor relations		4,131		3,970
Wages and benefits		57,829		55,574
Total	$	359,333	$	321,067

Share-based payment charges were $359,333 during the six months ended June 30, 2024 compared to $321,067 during the six months ended June 30, 2023. The increase of $38,266 was mainly the result of the DSUs issued on May 29, 2024 being expensed at $293,242 compared to the DSUs issued on May 23, 2023 being expensed at $257,553 for an increase of $35,689 and stock options for common shares of the Company issued to its employees and consultants vesting during the six months ended June 30, 2024 for an increase of $2,577.

Other items amounted to total other income of $121,809 during the six-month period ended June 30, 2024, compared to total other income of $5,685 during the six-month period ended June 30, 2023. As a result of the impact of exchange rates on certain of the Company’s U.S. dollar cash balances, the Company had a foreign exchange gain of $64,435 during the six-month period ended June 30, 2024, compared to a loss of $60,616 during the six-month period ended June 30, 2023. The average exchange rate during the six-month period ended June 30, 2024 was C$1 to $0.7361, compared to C$1 to $0.7421 during the six-month period ended June 30, 2023. Interest income was $57,374 for the six-month period ended June 30, 2024, compared to $55,821 for the six-month period ended June 30, 2023. The increase of $1,553 was primarily due to short-term investment certificates being re-invested upon maturity at a higher interest rate. Other income was $Nil for the six-month period ended June 30, 2024, compared to $10,480 for the six-month period ended June 30, 2023.

Liquidity and Capital Resources

The Company has no revenue generating operations from which it can internally generate funds. To date, the Company has predominantly financed its ongoing operations through the sale of its equity securities by way of public offerings and private placements and the subsequent exercise of share purchase and broker warrants and options issued in connection with such private placements.

As at June 30, 2024, the Company had cash and cash equivalents of $2,269,940 compared to $1,687,690 at December 31, 2023. The increase of approximately $0.6 million resulted mainly from net financing activities of $2.3 million and a positive foreign exchange impact of $0.1 million partially offset by operating activities of $1.8 million.

Financing activities during the six-month period ended June 30, 2024 included the Private Placement, pursuant to which the Company issued 3,807,911 common shares to existing major shareholders to raise gross proceeds of approximately $2.5 million.

The Company had no cash flows from financing activities during the six-month period ended June 30, 2023.

The Company had no cash flows from investing activities during the six-month periods ended June 30, 2024 and June 30, 2023.

As at June 30, 2024, the Company had working capital of $2,373,525 compared to working capital of $1,757,465 at December 31, 2023. The Company expects that it will operate at a loss for the foreseeable future, but believes the current cash and cash equivalents will be sufficient to cover the anticipated 2024 work plan at the Livengood Gold Project and satisfy its currently anticipated general and administrative costs through at least the next 12 months.

19

The Company will require significant additional financing to continue its operations (including general and administrative expenses) in connection with advancing activities at the Livengood Gold Project and the development of any mine that may be built at the Livengood Gold Project, and there is no assurance that the Company will be able to obtain the additional financing required on acceptable terms, if at all. In addition, any significant delays in the issuance of required permits for the ongoing work at the Livengood Gold Project, or unexpected results in connection with the ongoing work, could result in the Company being required to raise additional funds to advance permitting efforts. The Company’s review of its financing options includes considering a future strategic alliance to assist in further development, permitting and future construction costs, although there can be no assurance that any such strategic alliance will, in fact, be pursued or realized.

Despite the Company’s success to date in raising significant equity financing to fund its operations, there is significant uncertainty that the Company will be able to secure any additional financing in the current or future equity markets. See “Risk Factors – We will require additional financing to fund exploration and, if warranted, development and production. Failure to obtain additional financing could have a material adverse effect on our financial condition and results of operation and could cast uncertainty on our ability to continue as a going concern” included in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Other than cash held by its subsidiaries for their immediate operating needs in the United States, all of the Company’s cash reserves are on deposit with a major Canadian chartered bank. The Company does not believe that the credit, liquidity or market risks with respect thereto have increased as a result of current market conditions.

Our anticipated expenditures for the year ending December 31, 2024 are approximately $3.3 million, which are expected to be funded from cash on hand. These expenditures include $0.7 million for mineral property leases and mining claim government fees and $2.6 million for general corporate and administrative purposes. Expenditures for mineral property leases and mining claims government fees are anticipated to be approximately $0.8 million in 2025 and $0.8 million in 2026. See Note 8 to the Company’s condensed consolidated interim financial statements included elsewhere in this report for further information regarding the Company’s known contractual obligations.

Critical Accounting Estimates

For a discussion of the accounting judgments and estimates that the Company’s management has identified as critical in the preparation of the Company’s financial statements, please see “Critical Accounting Estimates” under Part II. Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes in the Company’s critical accounting estimates during the six months ended June 30, 2024.

Environmental Regulations

The operations of the Company may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Certain U.S. Federal Income Tax Considerations for U.S. Holders

The Company believes that it has been a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes in recent years and expects to continue to be a PFIC in the future. Current and prospective U.S. shareholders should consult their tax advisors as to the tax consequences of PFIC classification and the U.S. federal tax treatment of PFICs. Additional information on this matter is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, under Part II. Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Certain U.S. Federal Income Tax Considerations for U.S. Holders.”

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

20

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of June 30, 2024, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on the evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of June 30, 2024, the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports filed or submitted to the Securities and Exchange Commission under the Exchange Act: (i) is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, in a manner that allows for timely decisions regarding required disclosures.

The effectiveness of our or any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable assurance that the objectives of the system will be met and is subject to certain limitations, including the exercise of judgement in designing, implementing and evaluating controls and procedures and the assumptions used in identifying the likelihood of future events.

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

21

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 under the heading “Risk Factors.”

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the six-month period ended June 30, 2024, the Company and its subsidiaries were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.

ITEM 5. OTHER INFORMATION

During the six months ended June 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

22

ITEM 6. EXHIBITS

Exhibit Number	Description
31.1*	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Interim Balance Sheets at June 30, 2024 and December 31, 2023, (ii) the Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the Three and Six Months ended June 30, 2024 and 2023, (iii) the Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2024 and 2023, (iv) the Condensed Consolidated Interim Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023, and (v) the Notes to the Condensed Consolidated Interim Financial Statements.
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*   Filed herewith.

+   Furnished herewith.

23

SIGNATURES

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 Ltd.

By:	/s/ Karl L. Hanneman
	Karl L. Hanneman
	Chief Executive Officer
	(Principal Executive Officer)
Date: August 9, 2024

By:	/s/ David Cross
	David Cross
	Chief Financial Officer
	(Principal Financial and Accounting Officer)
Date: August 9, 2024

24

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Karl L. Hanneman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of International Tower Hill Mines Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its condensed consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2024	By:	/s/ Karl L. Hanneman
		Karl L. Hanneman
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, David Cross, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of International Tower Hill Mines Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its condensed consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2024	By:	/s/ David Cross
		David Cross
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of International Tower Hill Mines Ltd. (the “Company”), for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Karl L. Hanneman, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: August 9, 2024	By:	/s/ Karl L. Hanneman
		Karl L. Hanneman
		Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of International Tower Hill Mines Ltd. (the “Company”), for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Cross, Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: August 9, 2024	By:	/s/ David Cross
		David Cross
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2024	Aug. 01, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-33638
Entity Registrant Name	INTERNATIONAL TOWER HILL MINES LTD
Entity Incorporation, State or Country Code	A1
Entity Tax Identification Number	98-0668474
Entity Address, Address Line One	1570 - 200 Burrard Street
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V6C 3L6
City Area Code	604
Local Phone Number	683-6332
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	THM
Security Exchange Name	NYSEAMER
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		199,693,442
Entity Central Index Key	0001134115
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

XML

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current
Cash and cash equivalents	$ 2,269,940	$ 1,687,690
Prepaid expenses and other	276,369	304,726
Total current assets	2,546,309	1,992,416
Property and equipment	7,465	7,465
Capitalized acquisition costs	55,375,124	55,375,124
Total assets	57,928,898	57,375,005
Current liabilities
Accounts payable	34,795	92,855
Accrued liabilities	137,989	142,096
Total liabilities	172,784	234,951
Shareholders' equity
Share capital, no par value; unlimited number of authorized shares; 199,693,442 and 195,885,531 shares issued and outstanding at June 30, 2024 December 31, 2023, respectively	291,169,769	288,866,139
Contributed surplus	36,669,198	36,309,865
Accumulated other comprehensive income	1,459,148	1,528,828
Deficit	(271,542,001)	(269,564,778)
Total shareholders' equity	57,756,114	57,140,054
Total liabilities and shareholders' equity	$ 57,928,898	$ 57,375,005

XML

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
Share capital, no par value	$ 0	$ 0
Share capital, shares issued	199,693,442	195,885,531
Share capital, shares outstanding	199,693,442	195,885,531

XML

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating expenses
Consulting fees	$ 355,048	$ 318,614	$ 412,611	$ 376,249
Insurance	51,211	52,993	104,087	102,567
Investor relations	32,272	30,740	42,088	34,811
Mineral property exploration	628,951	641,748	759,055	787,643
Office	7,214	5,979	11,689	8,887
Other	4,171	2,801	8,335	7,023
Professional fees	76,637	86,576	118,896	127,881
Regulatory	26,689	24,812	94,139	86,176
Rent	33,794	33,796	67,590	67,592
Travel	10,583	11,963	12,697	13,874
Wages and benefits	259,553	248,767	467,845	364,416
Total operating expenses	(1,486,123)	(1,458,789)	(2,099,032)	(1,977,119)
Other income (expenses)
Gain/(Loss) on foreign exchange	26,031	(53,843)	64,435	(60,616)
Interest income	28,177	34,255	57,374	55,821
Other income	0	10,480		10,480
Total other income (expenses)	54,208	(9,108)	121,809	5,685
Net loss for the period	(1,431,915)	(1,467,897)	(1,977,223)	(1,971,434)
Other comprehensive income (loss)
Exchange difference on translating foreign operations	(43,638)	59,255	(69,680)	59,870
Total other comprehensive income (loss) for the period	(43,638)	59,255	(69,680)	59,870
Comprehensive loss for the period	$ (1,475,553)	$ (1,408,642)	$ (2,046,903)	$ (1,911,564)
Basic loss per share	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.01)
Diluted loss per share	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.01)
Weighted average number of shares outstanding - basic	199,693,442	195,369,790	199,339,723	195,341,643
Weighted average number of shares outstanding - diluted	199,693,442	195,369,790	199,339,723	195,341,643

XML

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)	Share Capital	Contributed Surplus	Accumulated Other Comprehensive Income	Deficit	Total
Balance at beginning at Dec. 31, 2022	$ 288,484,901	$ 36,275,917	$ 1,500,196	$ (266,166,809)	$ 60,094,205
Balance at beginning (in shares) at Dec. 31, 2022	195,313,184
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Share issuance	$ 381,238	(381,238)
Share issuance (in shares)	572,347
Stock-based compensation-options		63,514			63,514
Stock-based compensation-DSUs		257,553			257,553
Exchange difference on translating foreign operations			59,870		59,870
Net loss				(1,971,434)	(1,971,434)
Balance at end at Jun. 30, 2023	$ 288,866,139	36,215,746	1,560,066	(268,138,243)	58,503,708
Balance at end (in shares) at Jun. 30, 2023	195,885,531
Balance at beginning at Mar. 31, 2023	$ 288,484,901	36,296,185	1,500,811	(266,670,346)	59,611,551
Balance at beginning (in shares) at Mar. 31, 2023	195,313,184
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Share issuance	$ 381,238	(381,238)
Share issuance (in shares)	572,347
Stock-based compensation-options		43,246			43,246
Stock-based compensation-DSUs		257,553			257,553
Exchange difference on translating foreign operations			59,255		59,255
Net loss				(1,467,897)	(1,467,897)
Balance at end at Jun. 30, 2023	$ 288,866,139	36,215,746	1,560,066	(268,138,243)	58,503,708
Balance at end (in shares) at Jun. 30, 2023	195,885,531
Balance at beginning at Dec. 31, 2023	$ 288,866,139	36,309,865	1,528,828	(269,564,778)	$ 57,140,054
Balance at beginning (in shares) at Dec. 31, 2023	195,885,531				195,885,531
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Share issuance	$ 2,528,453	0	0	0	$ 2,528,453
Share issuance (in shares)	3,807,911
Share issuance costs	$ (224,823)	0	0	0	(224,823)
Stock-based compensation-options	0	66,091	0	0	66,091
Stock-based compensation-DSUs	0	293,242	0	0	293,242
Exchange difference on translating foreign operations	0	0	(69,680)	0	(69,680)
Net loss	0	0	0	(1,977,223)	(1,977,223)
Balance at end at Jun. 30, 2024	$ 291,169,769	36,669,198	1,459,148	(271,542,001)	$ 57,756,114
Balance at end (in shares) at Jun. 30, 2024	199,693,442				199,693,442
Balance at beginning at Mar. 31, 2024	$ 291,179,336	36,323,675	1,502,786	(270,110,086)	$ 58,895,711
Balance at beginning (in shares) at Mar. 31, 2024	199,693,442
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Share issuance costs	$ (9,567)	0	0	0	(9,567)
Stock-based compensation-options	0	52,281	0	0	52,281
Stock-based compensation-DSUs		293,242	0	0	293,242
Exchange difference on translating foreign operations	0	0	(43,638)	0	(43,638)
Net loss	0	0	0	(1,431,915)	(1,431,915)
Balance at end at Jun. 30, 2024	$ 291,169,769	$ 36,669,198	$ 1,459,148	$ (271,542,001)	$ 57,756,114
Balance at end (in shares) at Jun. 30, 2024	199,693,442				199,693,442

XML

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating Activities
Loss for the period	$ (1,977,223)	$ (1,971,434)
Add items not affecting cash:
Stock-based compensation-options	66,091	63,514
Stock-based compensation-DSUs	293,242	257,553
Changes in non-cash items:
Accounts receivable	(12,400)	(28,526)
Prepaid expenses and other	32,245	(114,470)
Accounts payable and accrued liabilities	(58,002)	(123,515)
Cash and cash equivalents used in operating activities	(1,656,047)	(1,916,878)
Financing Activities
Issuance of shares	2,528,453	0
Share issuance costs	(224,823)	0
Cash and cash equivalents provided by financing activities	2,303,630	0
Effect of foreign exchange on cash	(65,333)	59,461
Change in cash and cash equivalents	582,250	(1,857,417)
Cash and cash equivalents, beginning of the period	1,687,690	4,847,429
Cash and cash equivalents, end of the period	2,269,940	2,990,012
Non-cash financing and investing transactions
Reallocation from contributed surplus from issuance of stock	$ 0	$ 381,238

XML

GENERAL INFORMATION AND NATURE OF OPERATIONS

6 Months Ended

Jun. 30, 2024

GENERAL INFORMATION AND NATURE OF OPERATIONS

GENERAL INFORMATION AND NATURE OF OPERATIONS

1.    GENERAL INFORMATION AND NATURE OF OPERATIONS

International Tower Hill Mines Ltd. (“ITH” or the “Company”) is incorporated under the laws of British Columbia, Canada. The Company’s head office address is 1570 – 200 Burrard Street, Vancouver, British Columbia, Canada.

International Tower Hill Mines Ltd. consists of ITH and its wholly-owned subsidiaries Tower Hill Mines, Inc. (“TH Alaska”) (an Alaska corporation), Tower Hill Mines (US) LLC (“TH US”) (a Colorado limited liability company), and Livengood Placers, Inc. (“LPI”) (a Nevada corporation). 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 June 30, 2024, the Company has a 100% interest in its Livengood Gold Project in Alaska, U.S.A (the “Livengood Gold Project”).

These unaudited condensed consolidated interim financial statements have been prepared on a going-concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future.

As at June 30, 2024, the Company had cash and cash equivalents of $2,269,940 compared to $1,687,690 at December 31, 2023. The Company has no revenue generating operations from which it can internally generate funds.

The Company will require significant additional financing to continue its operations (including general and administrative expenses) in connection with advancing activities at the Livengood Gold Project and the development of any mine that may be built at the Livengood Gold Project. There is no assurance that the Company will make a decision to build a mine at the Livengood Gold Project and, if so, that it will be able to obtain the additional financing required on acceptable terms, if at all. In addition, any significant delays in the issuance of required permits for the ongoing work at the Livengood Gold Project, or unexpected results in connection with the ongoing work, could result in the Company being required to raise additional funds to advance permitting efforts. The Company’s review of its financing options includes considering a future strategic alliance to assist in further development, permitting and future construction costs, although there can be no assurance that any such strategic alliance will, in fact, be pursued or realized.

Despite the Company’s success to date in raising significant equity financing to fund its operations, there is significant uncertainty that the Company will be able to secure any additional financing in the current or future equity markets. The amount of funds to be raised and the terms of 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. As at August 8, 2024, management believes that the Company has sufficient financial resources to maintain its operations for the next twelve months.

XML

BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2024

BASIS OF PRESENTATION

BASIS OF PRESENTATION

2.    BASIS OF PRESENTATION

These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023 as filed in our Annual Report on Form 10-K. In the opinion of the Company’s management, these financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position at June 30, 2024 and the results of its operations for the six months then ended. Operating results for the six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. These judgments, estimates and assumptions are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. While management believes the estimates to be reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.

On August 8,2024, the Board of Directors of the Company (the “Board”) approved these condensed consolidated interim financial statements.

All currency amounts are stated in U.S. dollars unless noted otherwise. References to C$ refer to Canadian currency.

Basis of consolidation

These condensed consolidated interim financial statements include the accounts of ITH and its wholly-owned subsidiaries TH Alaska, TH US, and LPI. All intercompany transactions and balances have been eliminated.

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2024

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

3.    FAIR VALUE OF FINANCIAL INSTRUMENTS

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

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement. The three levels of the fair value hierarchy are as follows:

● Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

● Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

● Level 3 – Inputs that are not based on observable market data.

There were no financial instruments measured at fair value.

XML

MINERAL PROPERTY

6 Months Ended

Jun. 30, 2024

MINERAL PROPERTY

MINERAL PROPERTY

4.    MINERAL PROPERTY

The Company did not incur any acquisition costs in respect of the Livengood Gold Project during the six months ended June 30, 2024:

Capitalized acquisition costs	Amount
Balance, December 31, 2023	$	55,375,124
Acquisition costs		—
Balance, June 30, 2024	$	55,375,124

The following table presents costs incurred for mineral property activities for the six months ended June 30, 2024 and 2023:

	June 30, 2024		June 30, 2023
Mineral property costs:
Aircraft	$	10,790	$	13,200
Environmental		108,649		99,819
Equipment rental		17,863		34,676
Field costs		66,938		60,787
Land maintenance and tenure		540,226		536,097
Legal		9,125		35,323
Transportation and travel		5,464		7,741
Total expenditures for the period	$	759,055	$	787,643

Livengood Gold Project Property

The Livengood property is located in the Tintina gold belt approximately 70 miles (113 kilometers) northwest of Fairbanks, Alaska. The property consists of land leased from the Alaska Mental Health Trust, a number of smaller private mineral leases, Alaska state mining claims purchased or located by the Company and patented ground held by the Company.

Details of the leases are as follows:

a) A lease of the Alaska Mental Health Trust mineral rights having a term commencing July 1, 2004 and extending 19 years until June 30, 2023, subject to further extensions beyond June 30, 2023 by either (1) commercial production or (2) payment of an annual advance minimum royalty and diligent pursuit of development. Both requirements of (2) above have been satisfied through June 30, 2025. The lease requires minimum work expenditures and advance minimum royalties (all of which minimum royalties are recoverable from production royalties) which escalate annually with inflation. A net smelter return (“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 l% is payable to the lessor with respect to the unpatented federal mining claims subject to the lease described in b) below and an NSR production royalty of between 0.5% and 1.0% (depending upon the price of gold) is payable to the lessor with respect to the lands acquired by the Company as a result of the purchase of LPI in December 2011. During the six months ended June 30, 2024 and from the inception of this lease, the Company has paid $459,528 and $5,273,475, respectively.

b) A lease of federal unpatented lode mining claims having an initial term of ten years commencing on April 21, 2003 and continuing for so long thereafter as advance minimum royalties are paid and mining related activities, including exploration, continue on the property or on adjacent properties controlled by the Company. The lease requires an advance minimum royalty of $50,000 on or before each anniversary date for the duration of the lease (all of which minimum royalties are recoverable from production royalties). 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 $1,000,000. During the six months ended June 30, 2024 and from the inception of this lease, the Company has paid $50,000 and $1,030,000, respectively.

c) A lease of patented lode mining claims having an initial term of ten years commencing January 18, 2007, and continuing for so long thereafter as advance minimum royalties are paid. The lease requires an advance minimum royalty of $20,000 on or before each anniversary date through January 18, 2017 and $25,000 on or before each subsequent anniversary (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 interests of the lessors in the leased property (including the production royalty) for $1,000,000 (less all minimum and production royalties paid to the date of purchase), of which $500,000 is payable in cash over four years following the closing of the purchase and the balance is payable by way of the 3% NSR production royalty. The Company has acquired a 40% interest in the mining claims subject to the lease, providing the Company with a 40% interest in the lease. The Company paid $15,000 of royalties during the six months ended June 30, 2024, for a total of $310,000 from the inception of this lease.

d) A lease of unpatented federal lode mining and federal unpatented placer claims having an initial term of ten years commencing on March 28, 2007, and continuing for so long thereafter as advance minimum royalties are paid and mining related activities, including exploration, continue on the property or on adjacent properties controlled by the Company. The lease requires an advance minimum royalty of $15,000 on or before each anniversary date for the duration of the lease (all of which minimum royalties are recoverable from production royalties). The Company is required to pay the lessor an additional sum of $250,000 upon making a positive production decision, of which $125,000 is payable within 120 days of the decision and $125,000 is payable within a year of the decision (all of which are recoverable from production royalties). An NSR production royalty of 2% is payable to the lessor. The Company may purchase all of the interest of the lessor in the leased property (including the production royalty) for $1,000,000. The Company paid $15,000 of royalties during the six months ended June 30, 2024, for a total of $233,000 from the inception of this lease.

Title to mineral properties

The acquisition of title to mineral properties is a detailed and time-consuming process. The Company has taken steps to verify title to all mineral properties in which it has an interest. Although the Company has taken every reasonable precaution to ensure that legal title to its properties is properly recorded in the name of the Company, there can be no assurance that such title will ultimately be secured.

XML

ACCRUED LIABILITIES

6 Months Ended

Jun. 30, 2024

ACCRUED LIABILITIES

ACCRUED LIABILITIES

5.    ACCRUED LIABILITIES

The following table presents the Company’s accrued liabilities balances at June 30, 2024 and December 31, 2023.

	June 30, 2024		December 31, 2023
Accrued liabilities	$	115,859	$	93,719
Accrued salaries and benefits		22,130		48,377
Total accrued liabilities	$	137,989	$	142,096

Accrued liabilities at June 30, 2024 include accruals for general corporate costs and project costs of $44,938 and $70,921 respectively. Accrued liabilities at December 31, 2023 include accruals for general corporate costs and project costs of $65,791 and $27,928, respectively.

XML

SHARE CAPITAL

6 Months Ended

Jun. 30, 2024

SHARE CAPITAL

SHARE CAPITAL

6.    SHARE CAPITAL

Authorized

The Company’s authorized share capital consists of an unlimited number of common shares without par value. At December 31, 2023 and June 30, 2024, there were 195,885,531 and 199,693,442 shares issued and outstanding, respectively.

Share issuances

During the six months ended June 30, 2024, the Company issued 3,807,911 common shares pursuant to a $2.5 million non-brokered private placement at a price of $0.664 per common share to existing major shareholders of the Company.

Stock options

The Company adopted an incentive stock option plan in 2006, as amended September 19, 2012, and reapproved by the Company’s shareholders on May 28, 2015, May 30, 2018, May 25, 2021, and May 29, 2024 (the “Stock Option Plan”). The essential elements of the Stock Option Plan provide that the aggregate number of common shares of the Company that may be issued pursuant to options granted under the Stock Option Plan and any other share-based compensation arrangements may not exceed 10% of the number of issued shares of the Company at the time of the granting of options. Options granted under the Stock Option Plan will have a maximum term of ten years. The exercise price of options granted under the Stock Option Plan shall be fixed in compliance with the applicable provisions of the Toronto Stock Exchange (“TSX”) Company Manual in force at the time of grant and, in any event, shall not be less than the closing price of the Company’s common shares on the TSX on the trading day immediately preceding the day on which the option is granted, or such other price as may be agreed to by the Company and accepted by the TSX. Options granted under the Stock Option Plan vest immediately, unless otherwise determined by the Board at the date of grant.

A summary of the options outstanding under the Stock Option Plan as of June 30, 2024 and December 31, 2023 is presented below:

	Six Months Ended					Year Ended
	June 30, 2024					December 31, 2023
		Weighted					Weighted
		Average		Aggregate			Average		Aggregate
	Number of	Exercise Price		Intrinsic Value		Number of	Exercise Price		Intrinsic Value
	Options	(C$)		(C$)		Options	(C$)		(C$)
Balance, beginning of the period	1,787,049	$	0.92			2,287,049	$	0.95
Granted	240,000		0.94			240,000		0.63
Expired	(374,817)		0.61			(740,000)		0.91
Balance, end of the period	1,652,232	$	0.99	$	12,000	1,787,049	$	0.92	$	93,571

The weighted average remaining life of options outstanding at June 30, 2024 was 3.1 years.

Further details regarding stock options outstanding as at June 30, 2024 and December 31, 2023 are presented below:

	June 30, 2024				December 31, 2023
	Exercise		Number of		Exercise		Number of
Expiry Date	Price (C$)		Options	Exercisable	Price (C$)		Options	Exercisable
March 21, 2024		—	—	—	$	0.61	374,817	374,817
February 1, 2025	$	1.35	250,000	250,000	$	1.35	250,000	250,000
August 8, 2025	$	0.85	187,232	187,232	$	0.85	187,232	187,232
May 27, 2026	$	0.92	255,000	255,000	$	0.92	255,000	255,000
May 25, 2027	$	1.31	240,000	240,000	$	1.31	240,000	240,000
May 24, 2028	$	0.92	240,000	240,000	$	0.92	240,000	160,000
May 23, 2029	$	0.63	240,000	160,000	$	0.63	240,000	80,000
May 29, 2030	$	0.94	240,000	80,000
			1,652,232	1,412,232			1,787,049	1,547,049

A summary of the non-vested options as of June 30, 2024 and changes during the six months ended June 30, 2024 is as follows:

		Weighted average
	Number of	grant-date fair value
Non-vested options:	options	(C$)
Outstanding at December 31, 2023	240,000	$	0.48
Granted	240,000		0.65
Vested	(240,000)		0.56
Outstanding at June 30, 2024	240,000	$	0.57

At June 30, 2024, there was unrecognized compensation expense of C$112,018 related to non-vested options outstanding. The cost is expected to be recognized over a weighted-average remaining period of approximately 1.4 years.

Deferred Share Unit Incentive Plan

On April 4, 2017, the Company adopted a Deferred Share Unit Plan (the “DSU Plan”). The DSU Plan was approved by the Company’s shareholders on May 24, 2017 and reapproved by the Company’s shareholders on May 27, 2020, May 25, 2021, and May 29, 2024. The maximum aggregate number of common shares that may be issued under the DSU Plan and the Stock Option Plan is 10% of the number of issued and outstanding common shares (on a non-diluted basis).

During the six months ended June 30, 2024, in accordance with the DSU Plan, the Company granted each of the members of the Board (other than those directors nominated for election by Paulson & Co. Inc.) 88,298 DSUs for a total of 441,490 DSUs with a grant date fair value (defined as the weighted average of the prices at which the common shares traded on the exchange with the most volume for the five trading days immediately preceding the grant) of C$0.94 per DSU, representing C$83,000 per director or C$415,000 in the aggregate.

Each DSU entitles the holder to receive one common share in the capital of the Company without the payment of any consideration. The DSUs vest immediately upon grant, but the common shares underlying the DSUs are not deliverable to the grantee until the grantee is no longer serving on the Board.

DSUs outstanding as at June 30, 2024 and December 31, 2023 are as follows:

	Six Months Ended			Year Ended
	June 30, 2024			December 31, 2023
		Weighted Average			Weighted
	Number of	Exercise Price		Number of	Average Exercise
	Units	(C$)		Units	Price (C$)
Balance, beginning of the period	2,702,612	$	0.83	2,602,361	$	0.89
Issued	441,490		0.94	672,598	$	0.62
Delivered	—		—	(572,347)	$	0.87
Balance, end of the period	3,144,102	$	0.84	2,702,612	$	0.83

Share-based payments

During the six months ended June 30, 2024, there were 240,000 stock options granted under the Stock Option Plan and 441,490 DSUs granted under the DSU Plan. Share-based payment compensation for the six months ended June 30, 2024 totaled $359,333 ($66,091 related to stock options and $293,242 related to DSUs). Of the total expense for the period ended June 30, 2024, $297,373 was included in consulting fees ($4,131 related to stock options and $293,242 related to DSUs), $4,131 was included in investor relations, and $57,829 was included in wages and benefits in the statement of operations and comprehensive loss.

During the six months ended June 30, 2023, there were 240,000 stock options granted under the Stock Option Plan and 526,984 DSUs granted under the DSU Plan. Share-based payment compensation for the six months ended June 30, 2023 totaled$321,067 ($63,514 related to stock options and $257,553 related to DSUs). Of the total expense for the period ended June 30, 2023, $261,523 was included in consulting fees ($3,970 related to stock options and $257,553 related to DSUs), $3,970 was included in investor relations, and $55,574 was included in wages and benefits in the statement of operations and comprehensive loss.

	YTD June 30, 2024			YTD June 30, 2023
Expected life of options		6	years		6	years
Risk-free interest rate		2.64	%		3.29	%
Annualized volatility		76.75	%		74.39	%
Dividend rate		0.00	%		0.00	%
Exercise price (C$)	$	0.92		$	0.63

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SEGMENT AND GEOGRAPHIC INFORMATION

6 Months Ended

Jun. 30, 2024

SEGMENT AND GEOGRAPHIC INFORMATION

SEGMENT AND GEOGRAPHIC INFORMATION

7.    SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates in a single reportable segment, being the exploration and development of mineral properties. The following tables present selected financial information by geographic location:

	Canada		United States		Total
June 30, 2024
Capitalized acquisition costs	$	—	$	55,375,124	$	55,375,124
Property and equipment		7,465		—		7,465
Current assets		2,242,526		303,783		2,546,309
Total assets	$	2,249,991	$	55,678,907	$	57,928,898
December 31, 2023
Capitalized acquisition costs	$	—	$	55,375,124	$	55,375,124
Property and equipment		7,465		—		7,465
Current assets		1,512,431		479,985		1,992,416
Total assets	$	1,519,896	$	55,855,109	$	57,375,005

Three Months Ended	June 30, 2024		June 30, 2023
Net loss for the period – Canada	$	(495,345)	$	(532,343)
Net loss for the period – United States		(936,570)		(935,554)
Net loss for the period	$	(1,431,915)	$	(1,467,897)

Six Months Ended	June 30, 2024		June 30, 2023
Net loss for the period – Canada	$	(628,435)	$	(718,901)
Net loss for the period – United States		(1,348,788)		(1,252,533)
Net loss for the period	$	(1,977,223)	$	(1,971,434)

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COMMITMENTS

6 Months Ended

Jun. 30, 2024

COMMITMENTS

COMMITMENTS

8.    COMMITMENTS

The following table discloses the Company’s contractual obligations as of June 30, 2024, including future anticipated mineral property payments. Under the terms of the Company’s mineral property purchase agreements, mineral leases and unpatented mineral claims, the Company is required to make certain scheduled acquisition payments, incur certain levels of expenditures, make lease or advance royalty payments, 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 any such expenditure, 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 mineral properties, but does not exercise any lease purchase or royalty buyout options:

	Payments Due by Year
	2024		2025		2026		2027		2028		2029 and beyond		Total
Mineral Property Leases(1)	$	—	$	545,272	$	551,088	$	556,977	$	562,939	$	568,976	$	2,785,252
Mining Claim Government Fees		206,215		206,215		206,215		206,215		206,215		206,215		1,237,290
Total	$	206,215	$	751,487	$	757,303	$	763,192	$	769,154	$	775,191	$	4,022,542

1. Does not include required work expenditures, as it is assumed that the required expenditure level is significantly below the level of work that will actually be carried out by the Company. Does not include potential royalties that may be payable (other than annual minimum royalty payments). See Note 4.

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Pay vs Performance Disclosure - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,431,915)	$ (1,467,897)	$ (1,977,223)	$ (1,971,434)

XML

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

XML

MINERAL PROPERTY (Tables)

6 Months Ended

Jun. 30, 2024

MINERAL PROPERTY

Schedule of activity related to the mineral property

Capitalized acquisition costs	Amount
Balance, December 31, 2023	$	55,375,124
Acquisition costs		—
Balance, June 30, 2024	$	55,375,124

Schedule of costs incurred for mineral property activities

	June 30, 2024		June 30, 2023
Mineral property costs:
Aircraft	$	10,790	$	13,200
Environmental		108,649		99,819
Equipment rental		17,863		34,676
Field costs		66,938		60,787
Land maintenance and tenure		540,226		536,097
Legal		9,125		35,323
Transportation and travel		5,464		7,741
Total expenditures for the period	$	759,055	$	787,643

XML

ACCRUED LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2024

ACCRUED LIABILITIES

Schedule of accrued liabilities

	June 30, 2024		December 31, 2023
Accrued liabilities	$	115,859	$	93,719
Accrued salaries and benefits		22,130		48,377
Total accrued liabilities	$	137,989	$	142,096

XML

SHARE CAPITAL (Tables)

6 Months Ended

Jun. 30, 2024

SHARE CAPITAL

Schedule of stock option granted

	Six Months Ended					Year Ended
	June 30, 2024					December 31, 2023
		Weighted					Weighted
		Average		Aggregate			Average		Aggregate
	Number of	Exercise Price		Intrinsic Value		Number of	Exercise Price		Intrinsic Value
	Options	(C$)		(C$)		Options	(C$)		(C$)
Balance, beginning of the period	1,787,049	$	0.92			2,287,049	$	0.95
Granted	240,000		0.94			240,000		0.63
Expired	(374,817)		0.61			(740,000)		0.91
Balance, end of the period	1,652,232	$	0.99	$	12,000	1,787,049	$	0.92	$	93,571

Schedule of stock options outstanding

	June 30, 2024				December 31, 2023
	Exercise		Number of		Exercise		Number of
Expiry Date	Price (C$)		Options	Exercisable	Price (C$)		Options	Exercisable
March 21, 2024		—	—	—	$	0.61	374,817	374,817
February 1, 2025	$	1.35	250,000	250,000	$	1.35	250,000	250,000
August 8, 2025	$	0.85	187,232	187,232	$	0.85	187,232	187,232
May 27, 2026	$	0.92	255,000	255,000	$	0.92	255,000	255,000
May 25, 2027	$	1.31	240,000	240,000	$	1.31	240,000	240,000
May 24, 2028	$	0.92	240,000	240,000	$	0.92	240,000	160,000
May 23, 2029	$	0.63	240,000	160,000	$	0.63	240,000	80,000
May 29, 2030	$	0.94	240,000	80,000
			1,652,232	1,412,232			1,787,049	1,547,049

Schedule of non-vested share activity

		Weighted average
	Number of	grant-date fair value
Non-vested options:	options	(C$)
Outstanding at December 31, 2023	240,000	$	0.48
Granted	240,000		0.65
Vested	(240,000)		0.56
Outstanding at June 30, 2024	240,000	$	0.57

Schedule of deferred share units outstanding

	Six Months Ended			Year Ended
	June 30, 2024			December 31, 2023
		Weighted Average			Weighted
	Number of	Exercise Price		Number of	Average Exercise
	Units	(C$)		Units	Price (C$)
Balance, beginning of the period	2,702,612	$	0.83	2,602,361	$	0.89
Issued	441,490		0.94	672,598	$	0.62
Delivered	—		—	(572,347)	$	0.87
Balance, end of the period	3,144,102	$	0.84	2,702,612	$	0.83

Schedule of weighted average assumptions used for Black-Scholes valuation model for stock options granted

	YTD June 30, 2024			YTD June 30, 2023
Expected life of options		6	years		6	years
Risk-free interest rate		2.64	%		3.29	%
Annualized volatility		76.75	%		74.39	%
Dividend rate		0.00	%		0.00	%
Exercise price (C$)	$	0.92		$	0.63

XML

SEGMENT AND GEOGRAPHIC INFORMATION (Tables)

6 Months Ended

Jun. 30, 2024

SEGMENT AND GEOGRAPHIC INFORMATION

Schedule of financial information by geographic location

	Canada		United States		Total
June 30, 2024
Capitalized acquisition costs	$	—	$	55,375,124	$	55,375,124
Property and equipment		7,465		—		7,465
Current assets		2,242,526		303,783		2,546,309
Total assets	$	2,249,991	$	55,678,907	$	57,928,898
December 31, 2023
Capitalized acquisition costs	$	—	$	55,375,124	$	55,375,124
Property and equipment		7,465		—		7,465
Current assets		1,512,431		479,985		1,992,416
Total assets	$	1,519,896	$	55,855,109	$	57,375,005

Three Months Ended	June 30, 2024		June 30, 2023
Net loss for the period – Canada	$	(495,345)	$	(532,343)
Net loss for the period – United States		(936,570)		(935,554)
Net loss for the period	$	(1,431,915)	$	(1,467,897)

Six Months Ended	June 30, 2024		June 30, 2023
Net loss for the period – Canada	$	(628,435)	$	(718,901)
Net loss for the period – United States		(1,348,788)		(1,252,533)
Net loss for the period	$	(1,977,223)	$	(1,971,434)

XML

COMMITMENTS (Tables)

6 Months Ended

Jun. 30, 2024

COMMITMENTS

Schedule of current mineral properties

	Payments Due by Year
	2024		2025		2026		2027		2028		2029 and beyond		Total
Mineral Property Leases(1)	$	—	$	545,272	$	551,088	$	556,977	$	562,939	$	568,976	$	2,785,252
Mining Claim Government Fees		206,215		206,215		206,215		206,215		206,215		206,215		1,237,290
Total	$	206,215	$	751,487	$	757,303	$	763,192	$	769,154	$	775,191	$	4,022,542

1. Does not include required work expenditures, as it is assumed that the required expenditure level is significantly below the level of work that will actually be carried out by the Company. Does not include potential royalties that may be payable (other than annual minimum royalty payments). See Note 4.

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GENERAL INFORMATION AND NATURE OF OPERATIONS (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
GENERAL INFORMATION AND NATURE OF OPERATIONS
Cash and cash equivalents	$ 2,269,940	$ 1,687,690
Livengood Gold Project
GENERAL INFORMATION AND NATURE OF OPERATIONS
Noncontrolling interest ownership percentage by parent	100.00%

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details)	Jun. 30, 2024 USD ($)
FAIR VALUE OF FINANCIAL INSTRUMENTS
Assets measured at fair value	$ 0

XML

MINERAL PROPERTY (Details)	6 Months Ended
	Jun. 30, 2024 USD ($)
MINERAL PROPERTY
Balance, at the beginning of the period	$ 55,375,124
Acquisition costs	0
Balance, at the end of the period	$ 55,375,124

XML

MINERAL PROPERTY - Costs incurred for mineral property activities (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Mineral property costs:
Aircraft	$ 10,790	$ 13,200
Environmental	108,649	99,819
Equipment rental	17,863	34,676
Field costs	66,938	60,787
Land maintenance and tenure	540,226	536,097
Legal	9,125	35,323
Transportation and travel	5,464	7,741
Total expenditures for the period	$ 759,055	$ 787,643

XML

MINERAL PROPERTY - Additional Information (Details) - Livengood Property - USD ($)					6 Months Ended
	Mar. 28, 2007	Jan. 18, 2007	Jul. 01, 2004	Apr. 21, 2003	Jun. 30, 2024	Jan. 18, 2017
Alaska Mental Health Trust Mineral Rights
MINERAL PROPERTY
Less renewal term					19 years
Mining properties lease operating expense			$ 5,273,475		$ 459,528
Alaska Mental Health Trust Mineral Rights | Maximum
MINERAL PROPERTY
Minimum royalty percentage					5.00%
Alaska Mental Health Trust Mineral Rights | Maximum | Production Royalty
MINERAL PROPERTY
Minimum royalty percentage					1.00%
Alaska Mental Health Trust Mineral Rights | Minimum
MINERAL PROPERTY
Minimum royalty percentage					2.50%
Alaska Mental Health Trust Mineral Rights | Minimum | Production Royalty
MINERAL PROPERTY
Minimum royalty percentage					0.50%
Federal Unpatented Lode Mining Claims
MINERAL PROPERTY
Lessor, operating lease, term of contract				10 years
Mining properties lease operating expense				$ 1,030,000	$ 50,000
Federal Unpatented Lode Mining Claims | Production Royalty
MINERAL PROPERTY
Portion of royalty to be purchased by the entity					1.00%
Payments for royalties					$ 1,000,000
Federal Unpatented Lode Mining Claims | Maximum | Production Royalty
MINERAL PROPERTY
Minimum royalty percentage					3.00%
Federal Unpatented Lode Mining Claims | Minimum | Advance Royalties
MINERAL PROPERTY
Advance royalties					$ 50,000
Federal Unpatented Lode Mining Claims | Minimum | Production Royalty
MINERAL PROPERTY
Minimum royalty percentage					2.00%
Patented Lode Claims
MINERAL PROPERTY
Lessor, operating lease, term of contract		10 years
Mining properties lease operating expense		$ 310,000
Advance royalties					$ 15,000
Percentage of mining claims acquired subject to lease					40.00%
Percentage of leasehold interest					40.00%
Patented Lode Claims | Production Royalty
MINERAL PROPERTY
Minimum royalty percentage					3.00%
Payments for royalties					$ 1,000,000
Net smelter return base for payments to acquire royalty interests in mining properties					3.00%
Portion of cash payments payable to acquire royalty interests in mining properties					$ 500,000
Payments term following the closing of purchase					4 years
Patented Lode Claims | Minimum | Advance Royalties | On Or Before Each Anniversary
MINERAL PROPERTY
Advance royalties						$ 20,000
Patented Lode Claims | Minimum | Advance Royalties | On Or Before Each Subsequent Anniversary
MINERAL PROPERTY
Advance royalties					$ 25,000
Unpatented Federal Lode Mining And Federal Unpatented Placer Claims
MINERAL PROPERTY
Lessor, operating lease, term of contract	10 years
Mining properties lease operating expense	$ 233,000
Advance royalties					15,000
Unpatented Federal Lode Mining And Federal Unpatented Placer Claims | On Or Before Each Anniversary
MINERAL PROPERTY
Advance royalties					$ 15,000
Unpatented Federal Lode Mining And Federal Unpatented Placer Claims | Production Royalty
MINERAL PROPERTY
Minimum royalty percentage					2.00%
Payments for royalties					$ 1,000,000
Amount payable to lessor on positive production decision					250,000
Portion of amount payable to lessor on positive production decision within prescribed period of decision					125,000
Balance portion of payments to acquire royalty interests in mining properties payable by way of net smelter return					$ 125,000
Unpatented Federal Lode Mining And Federal Unpatented Placer Claims | Maximum
MINERAL PROPERTY
Prescribed period from decision on positive production for payment of first half amount payable to lessor					120 days

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ACCRUED LIABILITIES (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
ACCRUED LIABILITIES
Accrued liabilities	$ 115,859	$ 93,719
Accrued salaries and benefits	22,130	48,377
Total accrued liabilities	$ 137,989	$ 142,096

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ACCRUED LIABILITIES - Additional Information (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
ACCRUED LIABILITIES
Accrued general corporate costs	$ 44,938	$ 65,791
Accrued project costs	$ 70,921	$ 27,928

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SHARE CAPITAL - Stock Option Plan (Details) - Employee Stock Option - CAD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Number of Options
Balance, beginning of the year	1,787,049	2,287,049	2,287,049
Granted	240,000	240,000	240,000
Expired	(374,817)		(740,000)
Balance, end of the year	1,652,232		1,787,049
Weighted Average Exercise Price
Balance, beginning of the period	$ 0.92	$ 0.95	$ 0.95
Granted	0.94		0.63
Expired	0.61		0.91
Balance, end of the period	$ 0.99		$ 0.92
Aggregate Intrinsic Value
Balance, end of the period	$ 12,000		$ 93,571

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SHARE CAPITAL - Stock options outstanding (Details) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
SHARE CAPITAL
Number of Options (in shares)	1,652,232	1,787,049
Exercisable (in shares)	1,412,232	1,547,049
Exercise Price March 21, 2024 $ 0.61
SHARE CAPITAL
Exercise Price (in Canadian dollars per share)		$ 0.61
Number of Options (in shares)		374,817
Exercisable (in shares)		374,817
Exercise Price February 1, 2025 $ 1.35
SHARE CAPITAL
Exercise Price (in Canadian dollars per share)	$ 1.35	$ 1.35
Number of Options (in shares)	250,000	250,000
Exercisable (in shares)	250,000	250,000
Exercise Price August 8, 2025 $ 0.85
SHARE CAPITAL
Exercise Price (in Canadian dollars per share)	$ 0.85	$ 0.85
Number of Options (in shares)	187,232	187,232
Exercisable (in shares)	187,232	187,232
Exercise Price May 27, 2026 $ 0.92
SHARE CAPITAL
Exercise Price (in Canadian dollars per share)	$ 0.92	$ 0.92
Number of Options (in shares)	255,000	255,000
Exercisable (in shares)	255,000	255,000
Exercise Price May 25, 2027 $ 1.31
SHARE CAPITAL
Exercise Price (in Canadian dollars per share)	$ 1.31	$ 1.31
Number of Options (in shares)	240,000	240,000
Exercisable (in shares)	240,000	240,000
Exercise Price May 24, 2028 $ 0.92
SHARE CAPITAL
Exercise Price (in Canadian dollars per share)	$ 0.92	$ 0.92
Number of Options (in shares)	240,000	240,000
Exercisable (in shares)	240,000	160,000
Exercise Price May 23, 2029 $ 0.63
SHARE CAPITAL
Exercise Price (in Canadian dollars per share)	$ 0.63	$ 0.63
Number of Options (in shares)	240,000	240,000
Exercisable (in shares)	160,000	80,000
Exercise Price May 29, 2030 $ 0.94
SHARE CAPITAL
Exercise Price (in Canadian dollars per share)	$ 0.94
Number of Options (in shares)	240,000
Exercisable (in shares)	80,000

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SHARE CAPITAL - Non-vested options (Details)	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Number of options
Balance, beginning of the year (in shares) | shares	240,000
Granted | shares	240,000
Vested | shares	(240,000)
Balance, end of the year (in shares) | shares	240,000
Weighted average grant-date fair value
Balance, beginning of the year (in Canadian dollars per share) | $ / shares	$ 0.48
Granted (in Canadian dollars per share) | $ / shares	0.65
Vested (in Canadian dollar per share) | $ / shares	0.56
Balance, end of the year (in Canadian dollars per share) | $ / shares	$ 0.57

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SHARE CAPITAL - DSUs outstanding (Details) - Deferred Share Unit Incentive Plan - $ / shares	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
SHARE CAPITAL
Balance, beginning of the period	2,702,612	2,602,361	2,602,361
Issued	441,490	526,984	672,598
Delivered			(572,347)
Balance, end of the period	3,144,102		2,702,612
Balance, beginning of the period (in Canadian dollars per share)	$ 0.83	$ 0.89	$ 0.89
Issued (in Canadian dollars per share)	0.94		0.62
Delivered (in Canadian dollars per share)			0.87
Balance, end of the period (in Canadian dollars per share)	$ 0.84		$ 0.83

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SHARE CAPITAL - Additional Information (Details)	3 Months Ended	6 Months Ended			12 Months Ended
	Jun. 30, 2023 shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2024 CAD ($) $ / shares shares	Jun. 30, 2023 USD ($) shares	Dec. 31, 2023 $ / shares shares	Jun. 30, 2024 CAD ($) shares	Mar. 31, 2024 shares	Mar. 31, 2023 shares	Dec. 31, 2022 shares
SHARE CAPITAL
Common stock, shares, issued | shares					195,885,531	199,693,442
Common stock, shares, outstanding | shares					195,885,531	199,693,442
Net proceeds		$ 2,528,453		$ 0
Share based compensation arrangement by share based payment award percentage of shares authorized						10.00%
Weighted average remaining outstanding (in years)		3 years 1 month 6 days	3 years 1 month 6 days
Unrecognized compensation expense						$ 112,018
Weighted-average remaining period		1 year 4 months 24 days	1 year 4 months 24 days
Allocated share-based compensation expense		$ 359,333		321,067
Reallocation from contributed surplus from issuance of stock		$ 0		$ 381,238
Employee Stock Option
SHARE CAPITAL
Stock option granted | shares		240,000	240,000	240,000	240,000
Allocated share-based compensation expense		$ 66,091		$ 63,514
Plan 2006
SHARE CAPITAL
Share based compensation arrangement by share based payment award shares authorized percentage						10.00%
Deferred Share Unit Incentive Plan
SHARE CAPITAL
Weighted average granted value per share | $ / shares			$ 0.94		$ 0.62
Issued | shares		441,490	441,490	526,984	672,598
Allocated share-based compensation expense		$ 293,242		$ 257,553
Deferred Share Unit Incentive Plan | Non-Paulson Directors
SHARE CAPITAL
Number of shares obligation | shares		88,298	88,298
Weighted average granted value per share | $ / shares			$ 0.94
Grant value per director			$ 83,000
Aggregate value			$ 415,000
Deferred Share Unit Incentive Plan | Paulson
SHARE CAPITAL
Issued | shares		441,490	441,490
Private Placement
SHARE CAPITAL
At-The-Market offering (in shares) | shares		3,807,911	3,807,911
Net proceeds		$ 2,500,000
Share price | $ / shares		$ 0.664
Common stock
SHARE CAPITAL
Common stock, shares, issued | shares	195,885,531			195,885,531	195,885,531	199,693,442	199,693,442	195,313,184	195,313,184
At-The-Market offering (in shares) | shares	572,347	3,807,911	3,807,911	572,347
Consulting Fees Expenses
SHARE CAPITAL
Allocated share-based compensation expense		$ 297,373		$ 261,523
Consulting Fees Expenses | Employee Stock Option
SHARE CAPITAL
Allocated share-based compensation expense		4,131		3,970
Consulting Fees Expenses | Deferred Share Unit Incentive Plan
SHARE CAPITAL
Allocated share-based compensation expense		293,242		257,553
Wages And Benefits Expenses
SHARE CAPITAL
Allocated share-based compensation expense		57,829		55,574
Investor Relations Expenses
SHARE CAPITAL
Allocated share-based compensation expense		$ 4,131		$ 3,970

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SHARE CAPITAL - Weighted average assumptions used for Black-Scholes valuation model for stock options granted (Details) - $ / shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
SHARE CAPITAL
Expected life of options	6 years	6 years
Risk-free interest rate	0.0264%	0.0329%
Annualized volatility	0.7675%	0.7439%
Dividend rate	0.00%	0.00%
Exercise price (C$)	$ 0.92	$ 0.63

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SEGMENT AND GEOGRAPHIC INFORMATION (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
SEGMENT AND GEOGRAPHIC INFORMATION
Capitalized acquisition costs	$ 55,375,124		$ 55,375,124		$ 55,375,124
Property and equipment	7,465		7,465		7,465
Current assets	2,546,309		2,546,309		1,992,416
Total assets	57,928,898		57,928,898		57,375,005
Net loss for the period	(1,431,915)	$ (1,467,897)	(1,977,223)	$ (1,971,434)
Canada
SEGMENT AND GEOGRAPHIC INFORMATION
Capitalized acquisition costs	0		0		0
Property and equipment	7,465		7,465		7,465
Current assets	2,242,526		2,242,526		1,512,431
Total assets	2,249,991		2,249,991		1,519,896
Net loss for the period	(495,345)	(532,343)	(628,435)	(718,901)
United States
SEGMENT AND GEOGRAPHIC INFORMATION
Capitalized acquisition costs	55,375,124		55,375,124		55,375,124
Property and equipment	0		0		0
Current assets	303,783		303,783		479,985
Total assets	55,678,907		55,678,907		$ 55,855,109
Net loss for the period	$ (936,570)	$ (935,554)	$ (1,348,788)	$ (1,252,533)

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COMMITMENTS (Details)	Jun. 30, 2024 USD ($)
COMMITMENTS
2024	$ 206,215
2025	751,487
2026	757,303
2027	763,192
2028	769,154
2029 and beyond	775,191
Total	4,022,542
Mineral Property Leases
COMMITMENTS
2025	545,272
2026	551,088
2027	556,977
2028	562,939
2029 and beyond	568,976
Total	2,785,252
Mining Claim Government Fees
COMMITMENTS
2024	206,215
2025	206,215
2026	206,215
2027	206,215
2028	206,215
2029 and beyond	206,215
Total	$ 1,237,290