International Tower Hill Mines Ltd. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On December 2, 2024, the Company and a third-party, Phenom Ventures LLC (“Phenom”), entered into a Consulting Agreement (the “Consulting Agreement”) and Stock Option Agreement (the “Stock Option Agreement” and, collectively, the “Agreements”) pursuant to which Phenom will provide consulting services to communicate the attributes of the Livengood Gold Project and the Company’s story to the investor market through a variety of mediums. The Company will grant Phenom 2,500,000 stock options to purchase common shares of the Company (“Shares”) at a price of CAD$0.64 (the “Options”) pursuant to the Company’s 2006 Incentive Stock Option Plan. 1,000,000 Options vest on December 2, 2024 (the “Grant Date”). 500,000 Options vest on June 2, 2025 if (i) the volume weight average trading price of the shares for the 30 day period immediately preceding the applicable vesting date is equal to or greater than US$1.00 and (ii) any increase in the volume weighted average trading price of shares from the Grant Date ending on the applicable vesting date exceeds any increase in the trading price of the common shares of VanEck Junior Gold Miners ETF (the “GDXJ Shares”) during the same period by 25% or more. 1,000,000 Options vest on a date between December 2, 2025 to December 2, 2026 if (i) the volume weight average trading price of the shares on any date for a 20 day period within the applicable vesting period is equal to or greater than US$1.50 and (ii) any increase in the volume weighted average trading price of shares from the Grant Date ending on the applicable vesting date exceeds any increase in the trading price of the GDXJ Shares during the same period by 50% or more.
The term of the Consulting Agreement ends upon the earlier of December 2, 2026 or the death or incapacity of the Consultant. The Consulting Agreement provides that the Company may terminate the Consulting Agreement with 30 days notice if the Consultant materially breaches the Consulting Agreement and fails to cure. The Options will terminate upon the earlier of December 2, 2026 and 90 days after the Consultant ceases to perform services under the Consulting Agreement. The Consulting Agreement provides that during the term and after, the Consultant will protect the Company’s Confidential Information.
The foregoing summary of the Consulting Agreement and Stock Option Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement and Stock Option Agreement, copies of which are attached hereto as Exhibit 10.1 and 10.2, respectively.
Item 9.01. Exhibits.
| Exhibit | Description | |
| 10.1 | Consulting Agreement, dated December 2, 2024. | |
| 10.2 | Stock Option Agreement, dated December 2, 2024. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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 hereunto duly authorized.
| International Tower Hill Mines Ltd. | ||
| (Registrant) | ||
| Dated: December 6, 2024 | By: | /s/ Karl Hanneman |
| Name: | Karl Hanneman | |
| Title: | President and Chief Executive Officer | |