| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL TOWER HILL MINES LTD [ THM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/27/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 01/27/2026 | P | 3,153,153 | A | $2.22 | 3,153,153 | D(1) | |||
| Common Shares | 28,765,672 | I(2) | By Electrum Strategic Opportunities Fund II L.P. | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. These securities are owned directly by Electrum Global Holdings L.P. ("Global Holdco"). TEG Global GP Ltd. ("TEG Global") is the general partner of Global Holdco. The Electrum Group LLC ("TEG Services") acts as an investment advisor to Global Holdco. As a result, TEG Global and TEG Services may be deemed to beneficially own the Issuer's common shares held by Global Holdco. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| 2. These securities are owned directly by Electrum Strategic Opportunities Fund II L.P. ("ESOF II"). The general partner of ESOF II is Electrum Strategic Opportunities Fund II GP L.P. ("ESOF II GP L.P."), and the general partner of ESOF II GP L.P. is ESOF II GP Ltd. ("ESOF II GP"). TEG Services acts as an investment advisor to ESOF II. ESOF II GP is wholly owned by Global Holdco. TEG Global is the general partner of Global Holdco. As a result, ESOF II GP L.P., ESOF II GP, TEG Services, Global Holdco and TEG Global may be deemed to beneficially own the Issuer's common shares held by ESOF II. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| Electrum Global Holdings L.P., By: TEG Global GP Ltd., its general partner, By: /s/ Andrew M. Shapiro, Name/Title: Andrew M. Shapiro, Director | 01/29/2026 | |
| TEG Global GP Ltd., By: /s/ Andrew M. Shapiro, Name/Title: Andrew M. Shapiro, Director | 01/29/2026 | |
| Electrum Strategic Opportunities Fund II L.P., By: Electrum Strategic Opportunities Fund II GP L.P., its general partner, By: ESOF II GP Ltd., its general partner, By: /s/ Michael H. Williams, Director, Name/Title: Michael H. Williams, Director | 01/29/2026 | |
| Electrum Strategic Opportunities Fund II GP L.P., By: ESOF II GP Ltd., its general partner, By: /s/ Michael H. Williams, Name/Title: Michael H. Williams, Director | 01/29/2026 | |
| ESOF II GP Ltd., By: /s/ Michael H. Williams, Name/Title: Michael H. Williams, Director | 01/29/2026 | |
| The Electrum Group LLC, By: /s/ Michael H. Williams, Name/Title: Michael H. Williams, Senior Managing Director | 01/29/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||