Current Report Filing (8-k)
June 01 2020 - 5:08PM
Edgar (US Regulatory)
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
1, 2020
INTERNATIONAL TOWER HILL MINES LTD.
(Exact Name of Registrant as Specified in
Charter)
British Columbia, Canada
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001-33638
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N/A
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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2300-1177 West Hastings Street
Vancouver, British Columbia, Canada
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V6E 2K3
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(Address of Principal Executive Offices)
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(Zip Code)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class:
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Trading
Symbol:
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Name of
each exchange on which registered:
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Common Shares, no par value
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THM
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NYSE American
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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 o
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. o
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 1, 2020, Damola Adamolekun notified
the board of directors (the “Board”) of International Tower Hill Mines Ltd. (the “Company”) of his decision
to resign as a member of the Board, effective immediately. Mr. Adamolekun was nominated for election as a member of the Board by
Paulson & Co. Inc. (“Paulson”) pursuant to that certain Investor Rights Agreement, dated December 28, 2016 (the
“Investor Rights Agreement”), between the Company and Paulson, and served in that capacity since March 22, 2018. Mr.
Adamolekun’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.
Effective June 1, 2020, the Company appointed
Christopher Papagianis as a member of the Board, filling the vacancy created by the resignation of Mr. Adamolekun. Paulson designated
Mr. Papagianis pursuant to its rights under the Investor Rights Agreement. Mr. Papagianis will serve on the Compensation Committee
of the Board. There are no relationships between Mr. Papagianis and the Company that would require disclosure pursuant to Item
404(a) of Regulation S-K, other than a non-brokered private placement of the Company’s common shares to Paulson in March
2018 disclosed under “Certain Relationships and Related Transactions” in the Company’s definitive proxy statement
filed on April 17, 2020. Mr. Papagianis is a Partner as Paulson.
Item 7.01 Regulation FD Disclosure.
On June 1, 2020, the Company issued a press
release regarding the resignation of Mr. Adamolekun and the appointment of Mr. Papagianis. 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.
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.
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International Tower Hill Mines Ltd.
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(Registrant)
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Dated: June 1, 2020
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By:
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/s/ Karl Hanneman
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Name:
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Karl Hanneman
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Title:
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President and Chief Executive Officer
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