UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 1, 2026
INTERNATIONAL TOWER HILL MINES LTD.
(Exact Name of Registrant as Specified in Charter)
| British Columbia, Canada | 001-33638 | 98-0668474 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| 1570-200 Burrard Street | ||
| Vancouver, British Columbia, Canada | V6C 3L6 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (604) 683-6332
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol: | Name of each exchange on which registered: | ||
| Common Shares, no par value | THM | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 1, 2026, the board of directors (the “Board”) of International Tower Hill Mines Ltd. (the “Company”) appointed Andrew Cole as a member of the Board, effective April 1, 2026, to serve until the Company's 2026 annual general meeting of shareholders or until he otherwise ceases to be a director.
Mr. Cole has not been appointed to any committees of the Board at this time. There are no relationships between Mr. Cole and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K. Mr. Cole will receive compensation for his service as director of the Company in accordance with the information presented in the section of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 16, 2025, titled “Director Compensation.”.
Item 7.01 Regulation FD Disclosure.
On April 2, 2026, the Company issued a press release regarding the appointment of Mr. Cole. 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 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release of the Company, dated April 2, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| International Tower Hill Mines Ltd. | ||
| (Registrant) | ||
| Dated: April 7, 2026 | By: | /s/ Karl Hanneman |
| Name: | Karl Hanneman | |
| Title: | President and Chief Executive Officer | |