| Item 1. | |
| (a) | Name of issuer:
International Tower Hill Mines Ltd. |
| (b) | Address of issuer's principal executive offices:
200 Burrard Street, Suite 1570, Vancouver, BC V6C 3L6, Canada |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is jointly filed by each of the entities below (collectively, the "Reporting Persons") pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Act"):
(i) Electrum Strategic Opportunities Fund II L.P. ("ESOF II");
(ii) Electrum Strategic Opportunities Fund II GP L.P. ("ESOF II GP L.P.");
(iii) ESOF II GP Ltd. ("ESOF II GP");
(iv) The Electrum Group LLC ("TEG Services");
(v) Electrum Global Holdings L.P. ("Global Holdco"); and
(vi) TEG Global GP Ltd. ("TEG Global").
The Reporting Persons have entered into a Joint Filing Agreement, dated January 29, 2026, a copy of which is attached as Exhibit 99.1 hereto, pursuant to which the Reporting Persons have agreed to file this amendment to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 600 Fifth Avenue, 24th Floor, New York, New York 10020. |
| (c) | Citizenship:
See responses to Item 4 on each cover page. |
| (d) | Title of class of securities:
Common Shares, no par value |
| (e) | CUSIP No.:
46050R102 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of January 29, 2026, ESOF II directly owned 28,765,672 Common Shares. ESOF II GP L.P. is the general partner of ESOF II, and ESOF II GP is the general partner of ESOF II GP L.P. TEG Services acts as investment advisor to ESOF II. ESOF II GP is wholly owned by Global Holdco. TEG Global is the general partner of Global Holdco. Therefore, each of ESOF II GP L.P., ESOF II GP, TEG Services, Global Holdco and TEG Global may be deemed to beneficially own the Common Shares held by ESOF II.
As of January 29, 2026, Global Holdco directly owned 3,153,153 Common Shares. TEG Services acts as investment advisor to Global Holdco. TEG Global is the general partner of Global Holdco. Therefore, each of TEG Services and TEG Global may be deemed to beneficially own the Common Shares held by Global Holdco.
Each of the Reporting Persons disclaims beneficial ownership of such Common Shares except to the extent of its pecuniary interest therein, if any. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G. |
| (b) | Percent of class:
See responses to Item 11 on each cover page. All percentages calculated in this Schedule 13G are based upon an aggregate of 259,575,491 common shares, no par value ("Common Shares"), of International Tower Hill Mines Ltd. (the "Issuer"), as reported by the Issuer to be outstanding after the closing of the Public Offering and Concurrent Private Placement pursuant to the Issuer's Prospectus Supplement filed with the SEC on January 26, 2026 and press release issued January 27, 2026. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
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| | (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
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| | (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
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| | (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)