Business Context and Reporting Period
Company: International Tower Hill Mines Ltd.
Filing Type: Form 8-K (Current Report)
Date of Report: September 1, 2020
Reporting Period: The filing reports on an event occurring on August 31, 2020.
Key Financial Metrics
This filing is a current report regarding a material definitive agreement and does not contain financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The primary material change reported is the entry into an At Market Issuance Sales Agreement on August 31, 2020, with B. Riley Securities, Inc. as the Distribution Agent. Key terms include:
- The Company may issue and sell common shares from time to time through the Distribution Agent.
- Sales will be conducted as "at-the-market" equity offerings under Rule 415.
- The offering is pursuant to an effective shelf registration statement on Form S-3 (File No. 333-240276).
- The Company is not obligated to sell any shares and may terminate the agreement at any time upon written notice.
- The Distribution Agent will receive a commission of 3% of the gross proceeds from each sale.
Guidance, Outlook, and Risks
Management Commentary: The filing states that the Company will provide placement notices to the Distribution Agent containing parameters for sales, including the number of shares and dates, subject to price, time, or size limits imposed by the Company. The Distribution Agent will use commercially reasonable efforts consistent with normal trading practices to sell shares.
Risks and Contingencies: The filing notes that the report does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where such offer would be unlawful prior to registration or qualification. The description of the sales agreement is qualified by reference to the full text of the agreement attached as Exhibit 1.1.
Investor Verification Checklist
- Verify the terms of the At Market Issuance Sales Agreement in Exhibit 1.1.
- Review the effective shelf registration statement on Form S-3 (File No. 333-240276) for the maximum number of shares available for sale.
- Monitor future filings for actual sales activity and proceeds generated under this agreement.
- Check the Opinion of McCarthy Tétrault LLP (Exhibit 5.1) regarding the legality of the shares to be issued.