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. 4)
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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) |
03/03/2025 (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
70,239,388.00 | ||||||||
| 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)
33.8 % | ||||||||
| 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 4 ("Amendment No. 4") 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, and Amendment No. 3 filed on January 22, 2024 "Schedule 13D") . This Amendment No. 4 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 the securities on March 3, 2025 reported herein by the Reporting Person was derived from available capital of the Funds managed by Paulson, and a total of approximately $2,899,999.88 was paid to acquire such securities. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended by adding the following:
On March 3, 2025, Paulson entered into a subscription agreement (the "Subscription Agreement") with International Tower Hill Mines Ltd. (the "Issuer"), pursuant to which the Paulson purchased 6,040,408 of the Issuer's shares of Common Stock in a private placement offering (the "Offering"), the net proceeds of which are for the Issuer's general working capital purposes. The foregoing description of the subscription agreement is qualified in its entirety by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2025 (the "Closing 8-K"). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate percentage of Common Stock reported owned by the Reporting Person is based upon approximately 207,885,473 shares of Common Stock outstanding, which is based upon (i) 199,693,442 shares of Common Stock outstanding as of September 30, 2024 as disclosed in the Issuer's Current Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024 and (ii) the issuance by the Issuer of an additional 8,192,031 shares of Common Stock as part of the Offering as described in the Closing 8-K. As of the date hereof, the Reporting Person may be deemed to have beneficially owned approximately 33.8% 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: 70,239,388 (see Note 1).
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition: 70,239,388 (see Note 1).
(iv) Shared power to dispose or direct the disposition: 0 | |
| (c) | On March 3, 2025, the Reporting Person acquired from the Issuer, in a private placement, 6,040,408 shares of Common Stock at a price of $0.4801 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 70,239,388 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 | |
See Item 4 hereof. | ||
| Item 7. | Material to be Filed as Exhibits. | |
10.1 Form of Subscription Agreement, dated February 26, 2025 between the Issuer and Paulson & Co. Inc. (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2025). | ||
| 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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