Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Compensatory Arrangements of Certain Officers.
On March 16, 2018, Victor Flores 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 on March 21, 2018. Mr. Flores 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
"Agreement"), between the Company and Paulson, and served in that capacity since
his election at the Company's 2017 annual general meeting. Mr. Flores'
resignation was not the result of any disagreement with the Company on any
matter relating to the Company's operations, policies or practices.
Effective on March 22, 2018, the Company appointed Damola Adamolekun as a member
of the Board, filling the vacancy created by the resignation of Mr. Flores.
Paulson designated Mr. Adamolekun pursuant to its rights under the Agreement.
Item 7.01. Regulation FD Disclosure.
On March 22, 2018, the Company issued a press release regarding the resignation
of Mr. Flores and the appointment of Mr. Adamolekun. 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.
99.1 Press Release of the Company, dated March 22, 2018.
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