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;
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2013 • 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 Donald C. Ewigleben (hereafter “Executive”). Company and Executive shall be collectively referred to as “the Parties.”
INTERNATIONAL TOWER HILL MINES LTD. SUBSCRIPTION AGREEMENT (SHARES —NON- BROKERED) INSTRUCTIONSSubscription Agreement • March 13th, 2013 • International Tower Hill Mines LTD • Metal mining • British Columbia
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
