Amendment: SEC Form SCHEDULE 13D/A filed by International Tower Hill Mines Ltd.
$THM
Metal Mining
Basic Materials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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INTERNATIONAL TOWER HILL MINES LTD (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
46050R102 (CUSIP Number) |
Christopher P. Davis, Esq. 500 Fifth Avenue, New York, NY, 10110 (212) 986-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/28/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 46050R102 |
| 1 |
Name of reporting person
PAULSON & CO. INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
99,573,038.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
38.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Comment for 7, 9, and 11: See Note 1 to Item 5 below.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, no par value | |
| (b) | Name of Issuer:
INTERNATIONAL TOWER HILL MINES LTD | |
| (c) | Address of Issuer's Principal Executive Offices:
200 BURRARD STREET, SUITE 1570, VANCOUVER,
BRITISH COLUMBIA, CANADA
, V6C 3L6. | |
Item 1 Comment:
The following constitutes Amendment No. 6 ("Amendment No.6") to the Schedule 13D previously filed by the undersigned with respect to International Tower Hill Mines Ltd. on December 30, 2016 (as amended and supplemented by Amendment No. 1 filed on March 16, 2018, Amendment No. 2 filed on September 4, 2020, Amendment No. 3 filed on January 22, 2024, Amendment No.4 filed on March 5, 2025, and Amendment No.5 filed on January 27, 2026 "Schedule 13D"). This Amendment No.6 amends the Schedule 13D as specifically set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended to add the following:
The consideration for the purchase of 9,813,650 Common Shares on January 28, 2026 reported herein by the Reporting Person was derived from available capital of the Funds managed by Paulson, and a total of approximately $21.7 million was paid to acquire such securities.
The consideration for purchase of 1,501,982 Common Shares on January 29, 2026 reported herein by the Reporting Person was derived from available capital of the Funds managed by Paulson, and a total of approximately $3.3 million was paid to acquire such securities. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended to incorporate by reference the disclosure set forth below in Item 6. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate percentage of Common Stock reported owned by the Reporting Person is based upon 261,077,473 shares of Common Stock issued and outstanding, as reported by the Issuer to be outstanding after the closing of the Public Offering and Concurrent Placement pursuant to (i) the Issuer's Prospectus Supplement filed with the SEC on January 26, 2026 and (ii) the issuance by the Issuer of the Additional Shares pursuant to the Upsize Subscription Agreement as described in the Issuer's Current Report on Form 8-K filed with SEC on January 27, 2026. As of the date hereof, the Reporting Person may be deemed to have beneficially owned approximately 38.1% of the outstanding Common Stock. | |
| (b) | Number of shares of Common Stock as to which Paulson has:
(i) Sole power to vote or direct the vote: 99,573,038 (see Note 1).
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition: 99,573,038 (see Note 1).
(iv) Shared power to dispose or direct the disposition: 0 | |
| (c) | On January 28, 2026, the Reporting Person acquired in a block trade, 9,813,650 shares of Common Stock at a price of $2.22 per share.
On January 29, 2026, the Reporting Person acquired from the Issuer, in a private placement, 1,501,982 shares of Common Stock at a price of $2.22 per share. | |
| (d) | See Note 1.
Note 1: Paulson furnishes investment advice to and manages the Funds. In its role as investment advisor, or manager, as the case may be, Paulson possesses voting and investment power over the securities of the Issuer described in this Schedule 13D that are owned by the Funds. The pecuniary interest of all securities reported in this Schedule is owned by the Funds. Except for the purpose of determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended, Paulson disclaims beneficial ownership of all securities reported in this Schedule 13D.
For reporting purposes, the aggregate amount of Common Stock deemed to be beneficially owned by the Reporting Person is calculated based on an aggregate of 99,573,038 shares of Common Stock beneficially held by the Reporting Person as of the date hereof. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended to add the following:
All closing conditions under the Upsize Subscription Agreement, including receipt of approval from all applicable stock exchanges, were satisfied and on January 29, 2026, the Issuer issued the Additional Shares to the Reporting Person. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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