AMENDED & RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT Dated August 26, 2009 as amended and restated on September 19, 2012 Between INTERNATIONAL TOWER HILL MINES LTD. and COMPUTERSHARE INVESTOR SERVICES INC. as Rights AgentShareholder Rights Plan Agreement • March 13th, 2013 • International Tower Hill Mines LTD • Metal mining • British Columbia
WHEREAS the Board of Directors of the Corporation, in the exercise of their fiduciary duties to the Corporation, has determined that it is advisable and in the best interests of the Corporation to adopt a shareholder rights plan (the “Rights Plan”) to (a) ensure, to the extent possible, that all holders of the Common Shares (as hereinafter defined) of the Corporation and the Board of Directors have adequate time to consider and evaluate any unsolicited bid for the Common Shares, (b) provide the Board of Directors with adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid, (c) encourage the fair treatment of the Corporation’s securityholders in connection with any Take-over Bid (as hereinafter defined) made for the Common Shares, and (d) generally to assist the Board of Directors in enhancing shareholder value;
INTERNATIONAL TOWER HILL MINES LTD. Common Shares (no par value per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • September 1st, 2020 • International Tower Hill Mines LTD • Metal mining • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2015 • International Tower Hill Mines LTD • Metal mining
This Employment Agreement (“Agreement”) is made and entered into by and between Tower Hill Mines (US) LLC (hereafter “Company”), and Karl Hanneman (hereafter “Executive”). Company and Executive shall be collectively referred to as “the Parties.”
INTERNATIONAL TOWER HILL MINES LTD. SUBSCRIPTION AGREEMENT (SHARES –Non- Brokered)Subscription Agreement • December 20th, 2016 • International Tower Hill Mines LTD • Metal mining • British Columbia
SEVERANCE, WAIVER AND RELEASE AGREEMENTSeverance Agreement • March 11th, 2015 • International Tower Hill Mines LTD • Metal mining • Colorado
This Severance, Waiver and Release Agreement (“Agreement”) is entered into by and between Tom S. Q. Yip (“Executive”) and Tower Hill Mines (US) LLC (“Company”). Executive and Company each may be referred to herein as a “Party” or collectively as “the Parties.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2018 • International Tower Hill Mines LTD • Metal mining • Colorado
This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Tower Hill Mines (US) LLC (hereafter, the “Company”), and Karl Hanneman (hereafter, the “Executive”). The Company and the Executive shall be collectively referred to as the “Parties” and individually as a “Party”.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 22nd, 2024 • International Tower Hill Mines LTD • Metal mining • New York
This Subscription Agreement (this “Agreement”) is made and entered into this 16th day of January, 2024, by and between International Tower Hill Mines Ltd., a company organized under the laws of the Province of British Columbia (the “Corporation”), and the purchaser set forth on the signature page hereof (the “Purchaser”).
Addendum No. 4 to Upland Mining Lease MHT 9400248Upland Mining Lease • November 6th, 2013 • International Tower Hill Mines LTD • Metal mining
By correspondence on June 27, 2013, the State of Alaska, Department of Natural Resources, Mental Health Trust Land Office (“Lessor”) acknowledged receipt of the Advance Royalty Payment for the lease year commencing July 1, 2013, and Lessor and Talon Gold Alaska, Inc. (Lessee) agreed to an extension of the above referenced lease pursuant to Paragraph 7(a) thereof.
Addendum No. 2 to Upland Mining Lease MHT 9400248Upland Mining Lease Addendum • November 6th, 2013 • International Tower Hill Mines LTD • Metal mining
This Addendum is entered into by the State of Alaska, Department of Natural Resources, Mental Health Trust Land Office (“TLO” or “Lessor”) and Talon Gold Alaska, Inc. (Lessee).
STOCK OPTION AGREEMENT (Under 2006 Incentive Stock Option Plan)Stock Option Agreement • December 6th, 2024 • International Tower Hill Mines LTD • Metal mining
INTERNATIONAL TOWER HILL MINES LTD., a body corporate having its office at Suite 1570 – 200 Burrard Street, Vancouver, British Columbia V6C 3L6
CONSULTING AGREEMENTConsulting Agreement • March 12th, 2014 • International Tower Hill Mines LTD • Metal mining
This Consulting Agreement (“Agreement”) is made between Tower Hill Mines (US) LLC and International Tower Hill Mines Ltd. (hereafter collectively referred to as the “Company”) and Donald C. Ewigleben, Attorney at Law (hereafter referred to as “Consultant”). The Company and Consultant are referred to collectively as the “Parties” and individually as a “Party.”
CONSULTING AGREEMENTConsulting Agreement • December 6th, 2024 • International Tower Hill Mines LTD • Metal mining • Alaska
This CONSULTING AGREEMENT (this “Agreement”) for consulting services is made as December 2, 2024 (the “Effective Date”) between INTERNATIONAL TOWER HILL MINES LTD., a British Columbia company (the “Company”), and PHENOM VENTURES LLC, a Delaware limited liability company (the “Consultant”) (each a “Party” and, collectively, the “Parties”).
INTERNATIONAL TOWER HILL MINES LTD. SUBSCRIPTION AGREEMENT (SHARES –NON- BROKERED) INSTRUCTIONSSubscription Agreement • November 25th, 2014 • International Tower Hill Mines LTD • Metal mining • British Columbia
The undersigned (the “Subscriber”) on its own behalf or, if applicable, on behalf of the disclosed purchaser who is identified by name and on whose behalf the Subscriber, as agent, is purchasing hereunder (the “Disclosed Purchaser”), hereby irrevocably subscribes for and agrees to purchase from the Corporation, on and subject to the terms and conditions attached hereto, that number of common shares without par value in the capital stock of the Corporation (“Common Shares”) set forth below, for the aggregate subscription price set forth below at a subscription price of $0.46 per share (the “Purchase Price”). Attached as Appendix 1 to this Agreement are the terms and conditions of the sale of the Purchased Securities (as defined herein) and the representations, warranties, certifications and covenants hereby made by the Subscriber and the Corporation, all of which Appendix 1 forms part of and is hereby incorporated by reference into this Agreement (the “Terms and Conditions”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 16th, 2018 • International Tower Hill Mines LTD • Metal mining • New York
This Subscription Agreement (this “Agreement”) is made and entered into this 13th day of March, 2018, by and between International Tower Hill Mines Ltd., a company organized under the laws of the Province of British Columbia (the “Corporation”), and the purchaser set forth on the signature page hereof (the “Purchaser”).
INTERNATIONAL TOWER HILL MINES LTD. STOCK OPTION AGREEMENT (Under 2006 Incentive Stock Option Plan)Stock Option Agreement • March 13th, 2013 • International Tower Hill Mines LTD • Metal mining
INTERNATIONAL TOWER HILL MINES LTD., a company validly existing under the laws of British Columbia and having its head office at Suite 2300 — 1177 West Hastings Street, Vancouver, British Columbia, CANADA V6E 2K3
FINANCIAL AND ACCOUNTING CONSULTING AGREEMENTFinancial and Accounting Consulting Agreement • May 12th, 2015 • International Tower Hill Mines LTD • Metal mining • British Columbia
INTERNATIONAL TOWER HILL MINES LTD., a body corporate, duly incorporated under the laws of the Province of British Columbia, having an office at Suite 2300 – 1177 West Hastings Street, Vancouver, British Columbia, CANADA V6E 2K3
LEASE AMENDMENT, OPTION EXERCISE, ANDLease Amendment, Option Exercise, and Purchase and Sale Agreement • March 26th, 2012 • International Tower Hill Mines LTD • Metal mining • Alaska
THIS LEASE AMENDMENT, OPTION EXERCISE AND PURCHASE AND SALE AGREEMENT (this “Agreement”), is effective as of December 13 , 2011 (the “Effective Date”), by and among KARL HANNEMAN, a married individual dealing in his separate property (“Hanneman”); VMC REVOCABLE TRUST, the trustee of which is [Redacted - Trustee Name] (said trust and trustee are referred to herein as “[Redacted - Seller Name]”) (Hanneman and [Redacted - Seller Name] are referred to herein as “Sellers”), and TOWER HILL MINES, INC. (formerly known as Talon Gold Alaska, Inc.), an Alaska corporation (“Buyer”).
AMENDED AND RESTATED MINING LEASEMining Lease • March 15th, 2019 • International Tower Hill Mines LTD • Metal mining • Alaska
THIS AMENDED AND RESTATED MINING LEASE ("Agreement"), entered into on November 22, 2017, but effective as of March 28, 2007 (the "Effective Date"), by and between
Addendum No. 3 to Upland Mining Lease MHT 9400248Upland Mining Lease Addendum • November 6th, 2013 • International Tower Hill Mines LTD • Metal mining
This Addendum is entered into by the State of Alaska, Department of Natural Resources, Mental Health Trust Land Office (“TLO” or “Lessor”) and Talon Gold Alaska, Inc. (Lessee).
INTERNATIONAL TOWER HILL MINES LTD. PAULSON & CO. INC. INVESTOR RIGHTS AGREEMENT December 28, 2016 INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 5th, 2017 • International Tower Hill Mines LTD • Metal mining • Ontario
PAULSON & CO. INC., a corporation existing under the laws of the State of Delaware, on behalf of several investment funds and accounts managed by it
EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2014 • International Tower Hill Mines LTD • Metal mining • Colorado
This Employment Agreement (“Agreement”) is made and entered into by and between Tower Hill Mines (US) LLC (hereafter “Company”), and Thomas E. Irwin (hereafter “Executive”). Company and Executive shall be collectively referred to as “the Parties.”
Certain portions of this Addendum, for which confidential treatment has been requested, have been omitted and filed separately with the Securities and Exchange Commission. Sections of the agreement where portions have been omitted have been identified...Upland Mining Lease • November 6th, 2013 • International Tower Hill Mines LTD • Metal mining
THIS ADDENDUM NO. 5 (this “Addendum”), effective as of June 30, 2013, to that certain Upland Mining Lease MHT No. 9400248 effective as of July 1, 2004, as heretofore amended (as so amended, the “Lease”), made by and between
Certain portions of this Lease, for which confidential treatment has been requested, have been omitted and filed separately with the Securities and Exchange Commission. Sections of the agreement where portions have been omitted have been identified in...Upland Mining Lease • November 6th, 2013 • International Tower Hill Mines LTD • Metal mining • Alaska
THIS UPLAND MINING LEASE (defined below as “Lease”) is made by and between: (1) the Alaska Mental Health Trust Authority (“Trust Authority”), a public corporation within the Alaska Department of Revenue (AS 47.30.011 et seq.), acting by and through the State of Alaska, Department of Natural Resources, Mental Health Trust Land Office (“TLO”), pursuant to AS 37.14.009(a)(2) and AS 38.05.801 (the Trust Authority and the TLO are collectively the Lessor and referred to herein as the “TLO”), and (2) AngloGold (U.S.A.) Exploration Inc., the Lessee, a Delaware corporation, whose address is 7400 E. Orchard Road, Greenwood Village, Colorado 80111, referred to herein as “AngloGold”. This Lease is effective as of July 1, 2004 (defined below as the “Effective Date”).
Certain portions of this Lease, for which confidential treatment has been requested, have been omitted and filed separately with the Securities and Exchange Commission. Sections of the agreement where portions have been omitted have been identified in...Upland Mining Lease • December 10th, 2013 • International Tower Hill Mines LTD • Metal mining • Alaska
THIS UPLAND MINING LEASE (defined below as "Lease") is made by and between: (1) the Alaska Mental Health Trust Authority ("Trust Authority"), a public corporation within the Alaska Department of Revenue (AS 47.30.011 et seq.), acting by and through the State of Alaska, Department of Natural Resources, Mental Health Trust Land Office ("TLO"), pursuant to AS 37.14.009(a)(2) and AS 38.05.801 (the Trust Authority and the TLO are collectively the Lessor and referred to herein as the "TLO"), and (2) AngloGold (U.S.A.) Exploration Inc., the Lessee, a Delaware corporation, whose address is 7400 E. Orchard Road, Greenwood Village, Colorado 80111, referred to herein as "AngloGold". This Lease is effective as of July 1, 2004 (defined below as the "Effective Date").
CONSULTING AGREEMENTConsulting Agreement • May 12th, 2015 • International Tower Hill Mines LTD • Metal mining • British Columbia
INTERNATIONAL TOWER HILL MINES LTD., a body corporate subsisting under the laws of British Columbia, having an office at Suite 2300 – 1177 West Hastings Street, Vancouver, British Columbia, CANADA V6E 2K3
