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): ~~February~~June 264, 2025

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.)

1570-200 Burrard Street
Vancouver, British Columbia, Canada		V6C 3L6
(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 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~February~~June 264, 2025, International Tower Hill Mines Ltd. (the “Company”) ~~entered into subscription agreements (collectively, the “Subscription Agreements”) relating~~ toheld aits ~~non-brokered~~2025 ~~private~~Annual ~~placement~~General ~~(the~~Meeting ~~“Private Placement”)~~ of ~~8,192,031~~Shareholders. ~~common~~The ~~shares~~matters ofsubmitted ~~the~~for ~~Company at~~ a ~~price~~vote ofand USthe ~~$0.4801 per~~related ~~share,~~results ~~for~~are ~~aggregate~~set ~~gross~~forth ~~proceeds of approximately US $3~~below.93 ~~million.~~A more ~~The~~detailed ~~Private~~description ~~Placement~~of ~~was~~each ~~taken~~proposal upis byset ~~certain~~forth ofin the Company’s ~~current~~ ~~major~~proxy ~~institutional~~statement ~~shareholders~~filed ~~consisting~~with ofthe ~~Paulson~~Securities ~~& Co. Inc., Electrum Strategic Opportunities Fund II, LP~~ and ~~Kopernik~~Exchange ~~Global~~Commission ~~Investors, LLC~~ on ~~behalf~~April of16, ~~itself~~2025, and ~~affiliates.~~as ~~The~~amended ~~Company closed the Private Placement~~ on ~~March~~April 323, 2025. ~~The Company intends~~ to ~~use~~amend ~~the~~and ~~net~~replace ~~proceeds of~~ the ~~Private~~sample ~~Placement~~proxy ~~for working capital and general corporate purposes, including advancing antimony metallurgical studies~~card.

~~The Subscription Agreements contain customary representations~~Proposal ~~and~~One ~~warranties~~- ~~and~~Election ~~covenants that the parties made to, and solely for the benefit~~ of, ~~each other in the context of all of the terms and conditions of the Subscription Agreements and in the context of the specific relationship between the parties~~Directors. The provisions of the Subscription Agreements, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the Company.

The ~~foregoing~~shareholders ~~description~~elected ofall ~~the~~six ~~Subscription~~nominees ~~Agreements is~~named ~~not complete and is qualified~~ in ~~its entirety by~~ the ~~full~~proxy ~~text~~statement. The ofvoting ~~the~~results ~~form~~were ~~of Subscription Agreement, a copy of which is filed herewith~~ as ~~Exhibit 10.1 and incorporated into this Item 1.01 by reference.~~follows:

Item 3.02. Unregistered Sale of Equity Securities.

Nominee	Votes Cast For		Votes Withheld		Broker Non-Votes
Anton Drescher		142,505,643		1,944,854		16,672,079
Karl Hanneman		143,473,858		976,639		16,672,079
Stuart Harshaw		143,410,282		1,040,215		16,672,079
Marcelo Kim		143,174,086		1,276,411		16,672,079
Edel Tully		142,864,794		1,585,703		16,672,079
Thomas Weng		142,798,574		1,651,923		16,672,079

~~The~~As ~~disclosure~~all ~~set~~directors ~~forth~~received ingreater ~~Item~~than ~~1.01~~50% of ~~this~~the ~~Current Report~~votes iscast, ~~incorporated~~no ~~in this Section 3.02 by reference. The Company~~ director is ~~relying~~required onto ~~the~~submit ~~exemption~~his ~~from~~resignation ~~registration~~pursuant ~~under~~to ~~Section 4(a)(2) of~~ the ~~Securities~~Company’s ~~Act~~“Majority ofVoting ~~1933,~~in asDirector ~~amended,~~Elections” ~~for purposes of the Private Placement~~Policy.

~~Item~~Proposal Two ~~7.01.~~- ~~Regulation~~Ratification FDof ~~Disclosure~~the Appointment and Compensation of the Company’s Auditors.

OnThe ~~March~~shareholders 4,ratified ~~2025,~~ the ~~Company~~appointment ~~issued~~of aDavidson ~~press~~& ~~release~~Company ~~regarding~~LLP as auditors/independent registered public accountants for the ~~closing~~Company offor the ~~Private~~fiscal ~~Placement~~year ending December 31, 2025. AIn ~~copy~~accordance with the Articles of the ~~press~~Company, ~~release~~the isdirectors ~~furnished~~were ~~with~~also ~~this~~authorized ~~report~~to asfix ~~Exhibit~~the 99auditors’ remuneration.1. The voting results were as follows:

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.

Votes Cast For		Votes Withheld
	158,587,339		2,535,237

~~Item~~Proposal Three ~~9.01.~~- ~~Exhibits~~Advisory Vote on the Compensation of the Company’s Named Executive Officers.

Exhibit		Description
10.1		Form of Subscription Agreement.
99.1		Press Release of the Company, dated March 4, 2025.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

The shareholders approved the compensation of the Company’s named executive officers. The voting results were as follows:

SIGNATURES

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
142,209,357		2,241,140		0		16,672,079

~~Pursuant~~Proposal Four to– ~~the~~Advisory ~~requirements~~Vote ofon the ~~Securities~~Frequency ~~Exchange Act~~ of ~~1934,~~Shareholders’ ~~the~~votes ~~registrant has duly caused this report to be signed~~ on ~~its~~the ~~behalf~~Compensation byof the ~~undersigned~~Company’s ~~hereunto~~Named ~~duly authorized~~Executive Officers’.

	International Tower Hill Mines Ltd.
	(Registrant)
Dated: March 4, 2025	By:	/s/ Karl Hanneman
	Name:	Karl Hanneman
	Title:	President and Chief Executive Officer

Upon the taking of a vote by ballot, the following results on the question of the desired frequency of future votes on the Compensation of the Company’s named executive officers (1 year, 2 years, 3 years or abstain) were obtained:

One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
143,210,720		272,720		910,138		56,919		19,627,079

In light of the voting results, the Company plans to hold future votes on the compensation of the Company’s named executive officers annually, or until the Board of Directors of the Company otherwise determine that a different frequency is in the best interest of the Company and its shareholders.

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 5, 2025	By:	/s/ Karl Hanneman
	Name:	Karl Hanneman
	Title:	President and Chief Executive Officer

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