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): December 16, 2014
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 |
(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
of Incorporation) |
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File Number) |
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Identification No.) |
1177 West Hastings Street, Suite 2300, Vancouver, British Columbia, Canada |
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V6E 2K3 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (604) 683-3332
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 16, 2014, Mr. Thomas S.Q. Yip
notified International Tower Hill Mines Ltd. (the “Company”) of his intention to resign as Chief Financial Officer
of the Company to pursue other interests, effective December 31, 2014. Mr. Yip and the Company entered into a separation agreement
on December 18, 2014 pursuant to which the Company will pay Mr. Yip a lump sum of $350,000 and will continue health coverage for
Mr. Yip and his eligible dependents for up to 18 months in exchange for customary releases and covenants from Mr. Yip.
Mr. Yip will continue to provide consulting
services to the Company to ensure financial oversight and continuity during a transition period. Pursuant to Mr. Yip’s separation
agreement, the Company will pay Mr. Yip $15,000 per month for a term of up to six months for such services.
Item 7.01 Regulation FD Disclosure.
On December 18, 2014, the Company issued
a press release announcing the resignation of Mr. Yip. A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
Description |
99.1 |
Press release of the Company, dated December 18, 2014, regarding the resignation of Mr. Thomas S.Q. Yip. |
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: December 19, 2014 |
By: |
/s/ Thomas Irwin |
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Name: |
Thomas Irwin |
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Title: |
President and Chief Executive Officer |
Exhibit Index
Exhibit
No. |
Description |
99.1 |
Press release of the Company, dated December 18, 2014, regarding the resignation of Mr. Thomas S.Q. Yip. |
Exhibit 99.1
International Tower Hill Mines Announces Management Change
VANCOUVER, Dec. 18, 2014 /CNW/ - International Tower
Hill Mines Ltd. (TSX: ITH, NYSE MKT: THM, Frankfurt: IW9) ("ITH" or the "Company") announces that Mr. Tom S.
Q. Yip will resign as the Chief Financial Officer (CFO) of the Company, effective December 31, 2014, to pursue other interests.
The Company will immediately begin to evaluate the most cost
effective structure to fulfill the CFO responsibilities and search for a replacement. Mr. Yip has agreed to provide transitional
services as a consultant to insure financial continuity and oversight through the filing of the Company's 2014 year-end results.
Tom Irwin, Chief Executive Officer, said "I want to thank
Tom for his excellent service to ITH as the CFO over the past three years and for being willing to continue to provide his expertise
while we undergo this transition. We wish Tom the very best in his future endeavors."
ITH's priority is to continue optimizing the Livengood Project
with those opportunities identified in the September 2013 Feasibility Study as well as other potential improvements identified
subsequently. These opportunities include operating and capital cost reductions and defining the optimum plant size for future
development of the large Livengood gold resource in central Alaska.
About International Tower Hill Mines Ltd.
International Tower Hill Mines Ltd. controls 100% of the Livengood
Gold Project that contains 15.7 M oz. of gold (807 MT at 0.61 g/t) measured & indicated and 4.4 M oz. (266 MT at 0.52 g/t)
inferred, all at a 0.30 g/t gold cutoff located along the paved Elliott Highway, 70 miles north of Fairbanks, Alaska.
On behalf of
International Tower Hill Mines Ltd.
(signed) Thomas E. Irwin
Chief Executive Officer
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements
and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian
and US securities legislation. All statements, other than statements of historical fact, included herein, including statements
with respect to Mr. Yip providing transitional services as a consultant to insure financial continuity and oversight through the
filing of the Company's 2014 year-end results, the ability of the Company to optimize and/or enhance the base case as set out in
the Feasibility Study for the Livengood Project, the ability of the Company to advance the Livengood Project, whether incrementally
or at all, and business and financing plans and business trends are forward-looking statements. Information concerning mineral
reserve/resource estimates and the economic analysis thereof contained in the feasibility study also may be deemed to be forward-looking
statements in that it reflects a prediction of the mineralization that would be encountered, and the results of mining it, if a
mineral deposit were developed and mined. Although the Company believes that such statements are reasonable, it can give
no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words
such as: believe, expect, anticipate, intend, estimate, postulate, proposed, planned, potential and similar expressions, or are
those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking statements
by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in
forward looking statements as a result of various factors, including, but not limited to, variations in the nature, quality and
quantity of any mineral deposits that may be located, variations in the market price of any mineral products the Company may produce
or plan to produce, the inability of the Company to obtain any necessary permits, consents or authorizations required for its activities,
the inability of the Company to produce minerals from its properties successfully or profitably, to continue its projected growth,
to raise the necessary capital or to be fully able to implement its business strategies, and other risks and uncertainties disclosed
in the Company's Annual Information Form filed with certain securities commissions in Canada and the Company's annual report on
Form 10-K filed with the United States Securities and Exchange Commission (the "SEC"), and other information released
by the Company and filed with the appropriate regulatory agencies. All of the Company's Canadian public disclosure filings
may be accessed via www.sedar.com and its United States public disclosure filings may be accessed via www.sec.gov, and readers
are urged to review these materials, including the latest technical report filed with respect to the Company's Livengood property.
Cautionary Note Regarding References to Resources and
Reserves
National Instrument 43 101 - Standards of Disclosure for
Mineral Projects ("NI 43-101") is a rule developed by the Canadian Securities Administrators which establishes standards
for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Unless otherwise
indicated, all resource and reserve estimates contained in or incorporated by reference in this news release have been prepared
in accordance with NI 43-101 and the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM")
Standards on Mineral Resource and Mineral Reserves, adopted by the CIM Council on November 27, 2010 (the "CIM Standards")
as they may be amended from time to time by the CIM.
United States shareholders are cautioned that the requirements
and terminology of NI 43-101 and the CIM Standards differ significantly from the requirements and terminology of the SEC set forth
in the SEC's Industry Guide 7 ("SEC Industry Guide 7"). Accordingly, the Company's disclosures regarding mineralization
may not be comparable to similar information disclosed by companies subject to SEC Industry Guide 7. Without limiting the
foregoing, while the terms "mineral resources", "inferred mineral resources", "indicated mineral resources"
and "measured mineral resources" are recognized and required by NI 43-101 and the CIM Standards, they are not recognized
by the SEC and are not permitted to be used in documents filed with the SEC by companies subject to SEC Industry Guide 7.
Mineral resources which are not mineral reserves do not
have demonstrated economic viability, and investors are cautioned not to assume that all or any part of a mineral resource will
ever be converted into reserves. The preliminary assessments on the Livengood Project are preliminary in nature and include
"inferred mineral resources" that have a great amount of uncertainty as to their existence, and are considered too speculative
geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves.
There is no certainty that such inferred mineral resources at the Livengood Project will ever be realized. Further, it cannot be
assumed that all or any part of the inferred resources will ever be upgraded to a higher resource category. Under Canadian rules,
estimates of inferred mineral resources may not form the basis of a feasibility study or prefeasibility study, except in rare cases.
Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally
mineable.
The SEC normally only permits issuers to report mineralization
that does not constitute SEC Industry Guide 7 compliant "reserves" as in-place tonnage and grade without reference to
unit amounts. The term "contained ounces" is not permitted under the rules of SEC Industry Guide 7. In addition,
the NI 43-101 and CIM Standards definition of a "reserve" differs from the definition in SEC Industry Guide 7.
In SEC Industry Guide 7, a mineral reserve is defined as a part of a mineral deposit which could be economically and legally extracted
or produced at the time the mineral reserve determination is made, and a "final" or "bankable" feasibility
study is required to report reserves, the three-year historical price is used in any reserve or cash flow analysis of designated
reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.
This news release is not, and is not to be construed in
any way as, an offer to buy or sell securities in the United States.
SOURCE International Tower Hill Mines Ltd.
%CIK: 0001134115
For further information: Rick Solie, Manager - Investor Relations,
E-mail: rsolie@ithmines.com, Direct line: 907-328-2825 Toll-Free: 1-855-428-2825
CO: International Tower Hill Mines Ltd.
CNW 08:00e 18-DEC-14
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