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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of 
the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): June 16, 2023

 

INTERNATIONAL TOWER HILL MINES LTD.

(Exact Name of Registrant as Specified in Charter)

 

British Columbia, Canada   001-33638   98-0668474
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

2710-200 Granville Street   
Vancouver, British Columbia, Canada    V6C 1S4
(Address of Principal Executive Offices)  (Zip Code)

 

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

 

(Former Name or Former Address, if Changed Since Last Report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

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. ¨

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 16, 2023, the board of directors (the “Board”) of International Tower Hill Mines Ltd. (the “Company”) appointed Dr. Edel Tully as a member of the Board, effective June 18, 2023, to serve until the Company's 2024 annual general meeting of shareholders or until she otherwise ceases to be a director. Dr. Tully has not been appointed to any committees of the Board at this time. There are no relationships between Dr. Tully and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K. Dr. Tully will receive compensation for her service as director of the Company in accordance with the information presented in the section of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2023, titled “Director Compensation.”

 

Item 7.01 Regulation FD Disclosure.

 

On June 22, 2023, the Company issued a press release regarding the appointment of Dr. Tully. A copy of the press release is furnished with this report as Exhibit 99.1.

 

The information furnished under this Item 7.01, including the press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by reference to such filing.

 

Item 9.01 Exhibits.

 

Exhibit   Description
99.1   Press Release of the Company, dated June 22, 2023.
104   Cover Page Interactive Data File (formatted as Inline XBRL).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  International Tower Hill Mines Ltd.
  (Registrant)
     
     
Dated: June 22, 2023 By: /s/ Karl Hanneman
  Name: Karl Hanneman
  Title: President and Chief Executive Officer

 

 

 

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